TCR_Public/051005.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, October 5, 2005, Vol. 9, No. 236

                          Headlines

ACE AMERICAN: Moody's Downgrades Financial Strength Rating to B1
ACURA PHARMACEUTICALS: FDA Recommends Non-Clinical Product Studies
ADELPHIA COMMS: Court Sets Disclosure Statement Hearing on Oct. 20
AIRXCEL INC: Company Purchase Cues S&P to Withdraw Ratings
ALLIANCE LAUNDRY: Amends Steelworkers Union Labor Agreement

AMERIPATH INC: Moody's Reviews $350 Mil. Sub. Notes' Junk Rating
AMERIPATH INC: S&P Places B+ Corporate Credit Rating on Watch
AMERIQUEST: Fitch Rates $5.5 Million Class M Certificates at BB
AMF BOWLING: Incurs $10.7 Million Net Loss in Fiscal Year 2004
ARGOSY GAMING: Penn National Completes $2.2 Billion Acquisition

ATA AIRLINES: Cockpit Crewmembers Ratify New Three-Year CBA
ATA AIRLINES: Treatment and Classification of Claims Under Plan
ATA AIRLINES: Wants to Assume Engine Lease with RPK Capital
ATKINS NUTRITIONALS: Committee Wants Winston & Strawn as Counsel
ATKINS NUTRITIONALS: Committee Taps Navigant as Financial Advisors

ATKINS NUTRITIONALS: Wants to Walk Away from 3 Unexpired Leases
AVENTINE RENEWABLE: S&P Upgrades Corporate Credit Rating to B-
BALL CORP: S&P Rates Proposed $1.475 Billion Bank Loan at BB+
BAYOU OFFSHORE: Preliminary Injunction Hearing Set Today
BRANDYWINE REALTY: Moody's Affirms Stock Shelf Rating at (P)Ba1

BRANDYWINE: Prentiss Purchase May Lead to Fitch's Outlook Revision
BREUNERS HOME: Ch. 7 Trustee Outlines Avoidance Action Process
BRIDGEPORT HOLDINGS: Inks Settlement Pact with CDW Corporation
CASH TECHNOLOGIES: Vasquez & Company Raises Going Concern Doubt
CENTURION GOLD: Posts $2.6MM Loss for Quarter Ended June 30, 2005

CHESAPEAKE ENERGY: Buying Columbia Natural for $2.2-Bil. in Cash
CHI-CHI'S: Wants Exclusive Period Extended to December 31
COMPOSITE TECHNOLOGY: Amends $6 Million Financing Agreement
CONCENTRA OPERATING: Completes $165-Mil. Beech Street Acquisition
CONCERNTRA OPERATING: Completes Refinancing of Credit Facility

CREDIT SUISSE: Fitch Assigns BB+ Rating to $10MM Class B-4 Certs.
CREDIT SUISSE: Fitch Places Low-B Ratings on Two Cert. Classes
CROWN FINANCIAL: Assigns All Assets for the Benefit of Creditors
CWMBS INC: Fitch Puts Low-B Ratings on Two Certificate Classes
DELPHI CORP: Hires David Sherbin as New In-House General Counsel

DELTA AIR: Brings In Gibson Dunn as Special Labor Counsel
DELTA AIR: Court Okays Continuation of Segregated PFC Accounts
DELTA AIR: Wants to Enter Into Swap & Other Derivative Contracts
DEX MEDIA: R.H. Donnelly Buying Co. for $4.2-Bil Cash & Stock Deal
DEX MEDIA: Donnelly Purchase Cues Fitch's Rating Watch Negative

EASTMAN KODAK: S&P Lowers Corporate Credit Rating to BB- from BB
EMMIS COMMS: Moody's Affirms $144 Mil. Pref. Stock's Junk Rating
ENTERGY NEW ORLEANS: Court Allows Payment of Employee Obligations
ENTERGY NEW ORLEANS: Files Amended List of 20 Largest Creditors
ENTERGY NEW ORLEANS: Jones Walker Approved as Chapter 11 Counsel

FALCONBRIDGE LTD: Offers Settlement Package to Workers' Union
FEDDERS CORPORATION: Reports $30.1 Million Net Loss in 2004
FINOVA GROUP: Paying Sr. Sec. Noteholders $2.97-Bil on Nov. 15
FIRST BANCORP: Fitch Maintains Rating Watch Negative
FIRSTBANK P.R.: Moody's Lowers Financial Strength Rating to D+

FIRST HORIZON: Fitch Puts Low-B Ratings on Two Class B Certs.
FOOTSTAR INC: Earns $900,000 of Net Income in Second Quarter
FOOTSTAR INC: Reports $1.4 Million Net Loss in First Quarter
GB HOLDINGS: Wants Bidding Procedures for Atlantic Coast Approved
GENERAL KINETICS: BDO Seidman Raises Going Concern Doubt

GEO SPECIALTY: Closing of Chapter 11 Cases Moved to December 31
GRAPHIC PACKAGING: Wants to Amend $1.6 Billion Credit Agreement
HANDMAKER JEWISH: Taps Mesch Clark as Bankruptcy Counsel
HANDMAKER JEWISH: Wants Keegan Linscott as Accountants
HEATING OIL: Look for Bankruptcy Schedules on Nov. 26

HEATING OIL: Wants CCV Restructuring as Financial Advisors
HOLLEY PERFORMANCE: Moody's Withdraws $150 Mil. Notes' Junk Rating
INSIGHT COMMS: Fitch Holds BB+ Rating on Senior Secured Debt
INTEGRATED HEALTH: Greenwich Counterclaim Hearing Set for Oct. 27
INTERPUBLIC GROUP: S&P Lowers Corporate Credit Rating to B+

JACOBS INDUSTRIES: Obtains $19 Million DIP Loan from GMAC
J.A. JONES: Creditor Trust Files Preference Actions in W.D. N.C.
JOHN RIGBY: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Insurers Ask Court to Disallow 100 Silica Claims
KMART CORP: Virginia Brooks Wants Claim Deemed as Timely Filed

KNOLL INC: Completes New $450 Million Credit Facility
LA PETITE ACADEMY: Equity Deficit Widens to $293 Million at July 2
M&S TRANSPORTATION: Case Summary & List of Unsecured Creditors
MASTR: Fitch Places Low-B Ratings on Four Certificate Classes
MCI INC: Inks $315 Million Multi-State Tax Settlement

MCI INC: To Pay Pa. $46.5 Million to Settle Fraudulent Tax Scheme
MIRANT CORPORATION: Court Approves Second Enron Settlement Accord
MIRANT CORPORATION: MAG Noteholders Sign Lock-Up Agreements
MIRANT CORP: Names Edward Muller Chairman & CEO
MITCHELL INT'L: Moody's Affirms $145 Mil. Facility's B1 Ratings

MITCHELL INT'L: S&P Rates Proposed $145 Million Facility at B+
NATIONAL STEEL: Fitch Assigns BB- Rating to Perpetual Bond Issue
NEIMAN MARCUS: S&P Lowers Corporate Credit Rating to B+ from BBB
NEXIA HOLDINGS: Earns $741,000 in Quarter Ended June 30
NORTHWEST AIRLINES: Brings In Boies Schiller as Antitrust Counsel

NORTHWEST AIRLINES: Wants to Employ Groom as Benefits Counsel
NVF COMPANY: Wants CB Richard as Real Estate Broker
OCEAN WEST: Chavez and Koch Expresses Going-Concern Doubt
OWENS CORNING: Wants to Amend D. Brown & M. Thaman Agreements
PEGASUS SATELLITE: Liquidating Trustee Updates Recovery Analysis

PENN NATIONAL: Completes $2.2 Billion Argosy Gaming Acquisition
PENN NATIONAL: Argosy Acquisition Cues Moody's to Review Ratings
PENN NATIONAL: Closes $2.75 Billion Senior Secured Credit Facility
PENN NATIONAL: Columbia Sussex to Buy Louisiana Casino For $150MM
PERFORMANCE TRANS: Moody's Junks $165 Million Credit Facilities

PINNACLE FOODS: S&P Affirms Corporate Credit Rating at B+
POSITRON CORP: G. Miller Replaces Brooks as President, CEO & CFO
PRIMEDIA INC: Closes $500 Million Term Loan B Credit Facility
PRIMEDIA INC: Refinances Bank Debt & Calls Stock for Redemption
PROVIDIAN FINANCIAL: Fitch Lifts Senior Debt Rating to A from B+

RELIANT ENERGY: Fitch Holds Ratings After Asset Sale Notice
RESCARE INC: Obtains $175 Million Revolving Credit Facility
RESCARE INC: Restructures Debt Via Private Debt Offering
SBA COMMS: Moody's Reviews Sr. Notes' Junk Rating & May Upgrade
SHOPKO STORES: Gets $1.06-Bil. Non-Binding Offer from Sun Capital

SINGING MACHINE: Amex Accepts Listing Compliance Plan
SOLUTIA INC: Wants Until January 9, 2006 to File Chapter 11 Plan
SPHERIS INC: Moody's Affirms $125 Million Sub. Notes' Junk Rating
SUMMIT GENERAL: Court Sets November 30 as Claims Bar Date
TECTONIC NETWORK: Files for Chapter 11 Protection in N.D. Georgia

TECTONIC NETWORK: Case Summary & 20 Largest Unsecured Creditors
TEE JAYS: Plan Confirmation Hearing Set for October 13
THERMOVIEW INDUSTRIES: Selling Assets to MMP Capital for $10 Mil.
TRANSMERIDIAN AIRLINES: Halts Operations & Filing for Chapter 7
UNUMPROVIDENT CORP: Moody's Affirms Senior Debt Rating at Ba1

VALEANT PHARMACEUTICALS: S&P Affirms BB- Corporate Credit Rating
WALTER INDUSTRIES: Completes $1.05 Bil. Mueller Water Acquisition
WATTSHEALTH: Can Continue Hiring Ordinary Course Professionals
WATTSHEALTH FOUNDATION: Court Okays Panel Employing Danning Gill
WILLIAM PULS SR: Voluntary Chapter 11 Case Summary

WINN-DIXIE: Court Okays Pride Capital as FF&E Liquidating Agent
WINN-DIXIE: Wants to Reject Five Leases & Four Subleases

* McCarter & English Elects Nine New Partners

* Upcoming Meetings, Conferences and Seminars

                          *********

ACE AMERICAN: Moody's Downgrades Financial Strength Rating to B1
----------------------------------------------------------------
Moody's Investors Service changed the outlook for ACE Limited's
(NYSE: ACE) debt ratings (senior debt at A3) to stable from
negative.  In the same action, Moody's confirmed the A2 insurance
financial strength ratings (IFSR) of the ACE American pool
companies and the Ba3 IFSR ratings of Century Indemnity Company
and Century Reinsurance Company -- all with a stable outlook.  The
IFSR confirmations conclude a review for possible downgrade
initiated on January 5, 2005 at the time of the company's
announcement that it would record a $298 million after-tax charge
associated with the completion of its asbestos and environmental
review.

Moody's said the rating actions are supported by the company's
improved capitalization and financial flexibility given the
recently announced $1.25 billion common equity offering.
Capitalization at the ACE American pool companies was also
enhanced via a $400 million capital contribution from ACE Limited
during the third quarter of 2005.  In addition, Moody's rating
action reflects its expectation of improved pricing conditions for
commercial lines following the events of Hurricanes Katrina and
Rita, which will allow ACE to continue to strengthen its balance
sheet and provide further earnings growth opportunities.

Moody's notes that ACE's ratings reflect:

   * its solid competitive positions in its principal business
     segments;

   * its diversified spread of risk and good internal liquidity;
     and

   * its sound capitalization on a consolidated basis and
     increased financial flexibility.

Moody's continues to believe that the Bermuda entities, where the
majority of the capital is housed, will continue to support the US
operations as well as the Lloyd's operations.  On a standalone
basis, the ratings of these non-Bermuda entities would be lower
without this support.  Management continues to seek ways to
further the support arrangements, most notably via reinsurance,
between the non-Bermuda operations and the Bermuda entities.

The rating agency said these fundamental strengths are tempered
by:

   * challenges associated with managing an increasingly complex
     global operation;

   * the intrinsic volatility of some of ACE's insurance and
     reinsurance businesses;

   * its rapid growth in recent years; and

   * its exposure to adverse claim trends on core reserves and A&E
     liabilities at ACE USA and Brandywine.

Moody's current ratings reflect its expectation of ACE's earnings
strength across all core franchises (prospective pretax operating
earning above $1.25 billion), moderating consolidated operating
leverage, premium growth rates generally in line with industry
peers, and no meaningful further A&E adverse development.  In
addition, the ratings contemplate financial leverage to be less
than 25% with interest coverage above 5x and interest and
preferred/common dividends coverage above 3x.

The rating agency also placed the A3 IFSR for Westchester Fire
Insurance Company and Westchester Surplus Lines Insurance Company
on review for possible upgrade.  The review will focus on the
increased interdependence of the Westchester operations with the
ACE USA operations and ACE globally, as well as the earnings
capacity of these entities relative to other excess & surplus
insurance carriers.

In addition, Moody's lowered and will withdraw the rating on ACE
American Reinsurance Company to B1 from Ba3.  The B1 IFSR and
withdrawal of ACE American Reinsurance Company is based on the
expected completion of the sale of the company along with two
other runoff reinsurance companies to Randall & Quilter Investment
Holdings Limited.

These ratings have been affirmed with a stable outlook:

   * ACE Limited -- senior unsecured debt at A3, subordinated debt
     at Baa1, commercial paper at P-2;

   * ACE INA Holdings Inc. -- senior unsecured debt at A3,
     subordinated debt at Baa1, commercial paper at P-2;

   * ACE Capital Trust I -- backed preferred securities at Baa1;

   * ACE Capital Trust II -- backed preferred securities at Baa1;

   * ACE Bermuda Insurance, Ltd - insurance financial strength
     at Aa3;

   * ACE Tempest Reinsurance, Ltd - insurance financial strength
     at Aa3;

   * Lloyd's Syndicate 2488 - insurance financial strength at Aa3;

These ratings have been confirmed with a stable outlook:

   * Allied Insurance Co. - insurance financial strength at A2;

   * ACE Employers Insurance Company - insurance financial
     strength at A2;

   * ACE Fire Underwriters Insurance Company - insurance financial
     strength at A2;

   * ACE Insurance Co. Ohio - insurance financial strength at A2;

   * ACE Insurance Co. Texas - insurance financial strength at A2;

   * ACE Property & Casualty Insurance Company - insurance
     financial strength at A2;

   * Indemnity Insurance Co. North America - insurance financial
     strength at A2;

   * Pacific Employers Insurance Co. - insurance financial
     strength at A2;

   * Atlantic Employers Insurance Co. - insurance financial
     strength at A2;

   * ACE Indemnity Insurance Company - insurance financial
     strength at A2;

   * ACE Insurance Co. Midwest - insurance financial strength
     at A2;

   * Bankers Standard Insurance Co. - insurance financial strength
     at A2;

   * Bankers Standard Fire & Marine Co. - insurance financial
     strength at A2;

   * Illinois Union Insurance Company - insurance financial
     strength at A2;

   * Insurance Co of North America - insurance financial strength
     at A2;

   * ACE American Lloyds Insurance Company - insurance financial
     strength at A2;

   * INA Surplus Insurance Company - insurance financial strength
     at A2;

   * ACE Insurance Co. Illinois - insurance financial strength
     at A2;

   * Century Indemnity Co. - insurance financial strength at Ba3;
     and

   * Century Reinsurance Company - insurance financial strength
     at Ba3.

This rating has been downgraded, assigned a stable outlook and
will be withdrawn:

   * ACE American Reinsurance Company - insurance financial
     strength at B1.

These ratings have been placed on review for possible upgrade:

   * Westchester Fire Insurance Co. - insurance financial strength
     at A3; and

   * Westchester Surplus Lines Insurance Company - insurance
     financial strength at A3.

Cayman Islands-domiciled and Bermuda-headquartered ACE Limited
(NYSE: ACE) is engaged through its subsidiaries in providing
insurance, reinsurance and financial products and services to
corporate and insurance company clients on a global basis.  For
the six months ended June 30, 2005, ACE Limited had total net
premiums written of $6 billion and net income of $904 million.
Total shareholders' equity at June 30, 2005 was $10.5 billion.


ACURA PHARMACEUTICALS: FDA Recommends Non-Clinical Product Studies
------------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTCBB:ACUR) received correspondence
from the United States Food and Drug Administration recommending
certain non-clinical studies be conducted prior to conducting
further clinical testing of the Company's Product Candidate No. 2.
The Company is therefore suspending the initiation of future
clinical trials for Product Candidate No. 2 until the Company is
able to more fully evaluate the basis for, and implications of,
the FDA's recommendations.  The Company intends to request a
meeting with the FDA as quickly as possible to discuss all
development requirements for Product Candidate No. 2.  At this
time no meeting date with FDA has been established.

                    Cash Reserves Update

The Company estimates that its current cash reserves will fund
continued development of Product Candidate No. 2 and related
operating expenses through October 2005.  To continue operating,
the Company must raise additional financing or enter into
appropriate collaboration agreements with third parties providing
for cash payments to the Company.

                     Bankruptcy Warning

The Company says that there is no assurance that it will be
successful in obtaining any such financing or in securing
collaborative agreements with third parties on acceptable terms,
if at all, or if secured, that such financing or collaborative
agreements will provide for payments to the Company sufficient to
continue funding operations.  In the absence of financing or
third-party collaborative agreements, the Company will be required
to scale back or terminate operations and/or seek protection under
applicable bankruptcy laws.

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--  
together with its subsidiaries, is an emerging pharmaceutical
technology development company specializing in proprietary
opioid abuse deterrent formulation technology.

At June 30, 2005, Acura Pharmaceuticals' balance sheet showed a
$3,569,000 stockholders' deficit, compared to a $1,085,000 deficit
at Dec. 31, 2004.


ADELPHIA COMMS: Court Sets Disclosure Statement Hearing on Oct. 20
------------------------------------------------------------------
In a notice filed with the U.S. Bankruptcy Court for the Southern
District of New York, Paul V. Shalhoub, Esq., at Willkie Farr &
Gallagher, in New York, discloses that Judge Gerber will commence
the hearing to consider the approval of the Disclosure Statement
attached to the ACOM Debtors' Third Amended Plan of
Reorganization, on October 20, 2005, at 11:00 a.m.  On the same
date, the Court will also consider the:

    -- schedule of the voting record date;

    -- approval of the related solicitation packages and
       procedures for distribution;

    -- approval of forms of ballots and establishment of
       procedures for voting on the Third Amended Plan; and

    -- establishment of procedures to determine cure amounts and
       deadlines for objections for certain executory contracts
       and unexpired leases to be retained, assumed or assigned
       by the ACOM Debtors.

To the extent not approved as of the earlier hearing date,
October 21, 24, 27 and 28, 2005, are also available as additional
hearing dates to consider, among others, the approval of the
Disclosure Statement.

Responses, objections and proposed modifications, if any, to the
Disclosure Statement must be filed with the Bankruptcy Court on
or before 2:00 p.m. (prevailing New York time) on October 10,
2005.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the ACOM Debtors filed a third amended plan of reorganization with
the Court together with the related amended disclosure statement.

A full-text copy of the Third Amended Plan is available for free
at http://ResearchArchives.com/t/s?1f8

A full-text copy of the 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)


AIRXCEL INC: Company Purchase Cues S&P to Withdraw Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Wichita, Kansas-based Airxcel Inc. at the company's request in
connection with its purchase by a new equity sponsor.  The
withdrawal followed other actions by Standard & Poor's, in which
the corporate credit rating was lowered to 'B-' from 'B' and a
stable outlook was assigned and all ratings were removed from
CreditWatch, where they had been placed on August 5, 2005, with
negative implications.

"The lowering of the corporate credit rating reflected our
expectation that the company's financial leverage will likely be
more aggressive and that liquidity and cash flow will be further
constrained," said Standard & Poor's credit analyst Lisa Wright.

Bruckmann, Rosser, Sherrill & Co.'s purchase of Airxcel closed on
August 31, 2005, and the company has called its $80 million of
senior subordinated notes due 2007.


ALLIANCE LAUNDRY: Amends Steelworkers Union Labor Agreement
-----------------------------------------------------------
Alliance Laundry Systems LLC and the United Steelworkers of
America entered into an amendment to their existing labor
contract, dated March 1, 2004.

The Amendment created a third tier of wages which permits Alliance
Laundry to pay employees hired after January 1, 2006, at a wage
approximately 31% below the current assembly wage for employees
hired under Tier 1 of the Labor Contract, approximately 4% below
the current assembly wage for employees hired under Tier 2 of the
Labor Contract and approximately 15% below the fabrication wage
for employees hired under both Tier 1 and Tier 2 of the Labor
Contract.

The Amendment also provides that employees hired after January 1,
2006, will not qualify for pension benefits under the Labor
Contract and will be required to contribute 20% of the cost of
their medical coverage.

The Amendment also contains amendments to provisions that are
customary for an agreement of this type, including, among others,
those related to:

   * overtime and severance pay;
   * pension and savings plans; and
   * life, disability, medical and dental plan coverage.

The Amendment provides that the Labor Contract will remain in
effect through February 28, 2009, unless otherwise extended by the
parties.

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- a leading
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries, on-
premise laundries and drycleaners.  Alliance offers a full line of
washers and dryers for light commercial use as well as large
frontloading washers, heavy duty tumbler dryers, and presses and
finishing equipment for heavy commercial use.  The Company's
products are sold under the well known brand names Speed Queen(R),
UniMac(R), Huebsch(R) and Ajax(R).

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

In May 2004, Moody's downgraded the company's senior implied
rating to B2 from B1, reflecting the concern that the issuance of
income deposit securities -- IDS -- securities would significantly
elevate Alliance's risk profile.  Alliance recently withdrew its
registration statement for the IDS.  The restoration of the B1
senior implied rating reflects Moody's expectation that the
company's liquidity profile under the proposed capital structure
will be much stronger than under the IDS structure.  The ratings
are also supported by the company's strong market position within
the commercial laundry market as well as the relative stability of
its cash flows.  Nevertheless, the ratings also recognize:

   (1) the significant increase in debt that will result from
       Teachers' Private Capital's, the private equity arm of the
       Ontario Teachers' Pension Plan, purchase of Alliance from
       Bain Capital and minority shareholders for $450 million
       (implying an LTM EBITDA multiple of approximately 8.0
       times); and

   (2) Alliance's high pro forma leverage with adjusted debt to
       EBITDA of 6.8 times for the LTM ended September 30, 2004,
       (debt includes the new financing, securitized receivables
       and the overcollateralization of securitized finance
       receivables while EBITDA excludes non-recurring expenses
       associated with the IDS issuance).

Although Moody's acknowledges that the company's pro forma credit
metrics are weak for the B1 rating category, the ratings are
predicated on our expectation that the company will continue to
generate positive free cash flow that will be applied to debt
reduction.  The rating outlook is stable.

The stable outlook reflects Moody's expectation that Alliance will
generate no less than $20 million of free cash flow (FCF - cash
from operations less capital expenditures) on an annual basis and
that the company's adjusted leverage will decline below 6.0 times
within the next 12 to 18 months.  Conversely, Alliance's ratings
would come under downward pressure should operating performance
deteriorate or rising input costs increase adjusted leverage
beyond 7.0 times or annual FCF fall below $20 million.

These summarizes the ratings activity:

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1

Alliance's ratings reflect:

   (1) its leading market position with 39% of the North American
       stand-alone commercial laundry equipment market serving
       laundromats, on-premises laundry, and multi-housing
       sectors, and


   (2) its entrenched relationships with distributors and route
       operators.


AMERIPATH INC: Moody's Reviews $350 Mil. Sub. Notes' Junk Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Ameripath, Inc.
under review for possible downgrade following the recent
announcement that it signed a merger agreement with Specialty
Laboratories, Inc. NYSE:SP to acquire all of the outstanding
common shares of Specialty at $13.25 a share, resulting in a
transaction valued at over $300 million.

Prior to the merger, Specialty Family Limited Partnership,
Specialty's majority shareholder, and related parties, will
contribute shares of Specialty for shares representing
approximately 20% of the fully-diluted share capital of the
resulting company.  Specialty Family Limited Partnership owns over
60% of the outstanding stock of Specialty and will roll over 9
million of its existing shares into the combined company; it will
receive cash for its remaining 5 million shares.  The transaction
is expected to close in the first quarter of 2006.

These ratings were placed under review for possible downgrade:

   * $65 million Senior Secured Revolving Credit Facility
     due 2009, B2

   * $125 million Senior Secured Term Loan due 2010, B2

   * $350 million Senior Subordinated Notes due 2013, Caa1

   * Corporate Family Rating, B2

Moody's rating review will primarily focus on the company's
expected financial flexibility following the acquisition.  The
three most important factors in that analysis are expected to be:

   * the increase in leverage to finance the transaction;
   * the risk of integrating Specialty; and
   * Specialty's weak operating results.

Moody's does not expect Specialty to become profitable until 2006
and will not generate positive free cash flow until 2007.  Moody's
also notes that the purchase price is over 1.8 times projected
2005 revenues of 2005.  While this revenue multiple is comparable
to the price that Quest Diagnostics (DGX, rated Baa2) is offering
for Lab One, Lab One is a significantly larger company (over $500
million in revenue) that has generated profits and positive free
cash flow for several years, and offers the potential for
significant cost synergies in its merger with Quest Diagnostics.

Moody's also said that Ameripath's ratings also reflect:

   * the company's continued high leverage and modest cash flow
     coverage;

   * increasing competition in the anatomic pathology market from
     the two national laboratory companies;

   * pricing pressure from managed care in the face of increased
     volumes;

   * the continued integration of previous acquisitions;

   * the ability to retain affiliations with existing pathologists
     in addition to recruiting new pathologists to drive revenue
     and volume growth; and

   * higher private pay components of revenue mix resulting in
     increased bad debt accruals.

Factors mitigating these concerns include:

   * AmeriPath's leading market position in anatomic pathology;

   * continuing support of demographic factors leading to
     potential volume improvements;

   * the company's national scale, which allows it to compete and
     contract for business on a national level; and

   * a good liquidity position with full access to a $65 million
     credit facility.

Moody's also notes that Ameripath has been able to accelerate same
store revenue growth and expand its operating margins.

Specialty Laboratories performs highly advanced clinical tests
used by physicians to diagnose, monitor and treat disease.
Offering an extensive menu of specialized testing options,
Specialty provides hospitals, laboratories and specialist
physicians a single-source solution to their non-routine testing
needs.  For 2004, the company reported revenues of approximately
$135 million.

AmeriPath is a leading national provider of:

   * physician-based anatomic pathology;
   * dermatopathology; and
   * molecular diagnostic services to:

     -- physicians,
     -- hospitals,
     -- national clinical laboratories, and
     -- surgery centers.

AmeriPath's team of more than 400 highly trained, board-certified
pathologists provide medical diagnostics services in outpatient
laboratories owned, operated and managed by AmeriPath, as well as
in hospitals and ambulatory surgical centers.  For 2004, the
company reported revenues of over $500 million.


AMERIPATH INC: S&P Places B+ Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its debt ratings for
Riviera Beach, Florida-based AmeriPath Inc., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.

The action follows the provider of anatomic pathology laboratory
service's agreement to purchase Specialty Laboratories Inc. for
approximately $325 million.

"While we recognize that the acquisition might bolster AmeriPath's
ability to compete with larger rivals by increasing the company's
offering of high-margin esoteric tests and strengthening its
presence in the Western U.S., the transaction could also
meaningfully raise leverage and weaken credit metrics," said
Standard & Poor's credit analyst Jordan Grant.  "We plan to meet
with management to further discus the transaction's impact on
AmeriPath's credit profile and resolve the CreditWatch listing
within a month or so."


AMERIQUEST: Fitch Rates $5.5 Million Class M Certificates at BB
---------------------------------------------------------------
Quest Trust 2005-X2 asset-backed certificates, series 2005-X2 is
rated by Fitch Ratings:

     -- $224,263,000 class A 'AAA';
     -- $17,261,000 class M-1 'A-';
     -- $4,695,000 class M-2 'BBB+';
     -- $4,971,000 class M-3 'BBB';
     -- $3,590,000 class M-4 'BBB-';
     -- $4,833,000 class M-5 'BB+';
     -- $5,523,000 class M-6 'BB'.

The 'AAA' rating on the class A certificates reflects the 20.80%
credit enhancement provided by the 6.25% class M-1, the 1.70%
class M-2, the 1.80% class M-3, the 1.30% class M-4, the 1.75%
class M-5, the 2.00% class M-6, along with overcollateralization.
The initial OC amount is 4.00% growing to a target OC of 6.00%.
In addition, the ratings on the certificates reflect the quality
of the underlying collateral, and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$276,187,019.  As of the cut-off date, Sept. 1, 2005, the mortgage
loans had a weighted average loan-to-value ratio of 86.497%,
weighted average coupon of 8.101%, weighted average remaining term
to maturity of 347 months and an average principal balance of
$114,600.  Single-family properties account for approximately
73.77% of the mortgage pool, two- to four-family properties 8.28%,
and condos 4.33%.  The three largest state concentrations are
California (19.86%), Florida (15.02%), and New York (7.78%).

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

Ameriquest Mortgage Securities Inc. deposited the loans into the
trust, which issued the certificates, representing beneficial
ownership in the trust.  For federal income tax purposes, the
Trust will consist of multiple real estate mortgage investment
conduits.  Deutsche Bank National Trust Company will act as
trustee.  Ameriquest Mortgage Company, rated 'RSS2+' will act as
master servicer for this transaction.


AMF BOWLING: Incurs $10.7 Million Net Loss in Fiscal Year 2004
--------------------------------------------------------------
AMF Bowling Worldwide, Inc., delivered its annual report on Form
10-K for the fiscal year ending July 3, 2005, to the Securities
and Exchange Commission on September 30, 2005.

Consolidated operating revenue was $568.6 million in fiscal year
2005 compared with $569.6 million in fiscal year 2004, a decrease
of $1 million, or 0.2%.  This decrease was primarily attributable
to a decrease in revenue of $12.8 million due to closing of 28
bowling centers since the beginning of fiscal year 2004.

Operating loss was $8 million in fiscal year 2005 compared with an
operating loss of $6 million in fiscal year 2004, an increase in
the loss of $2 million, or 33.3%.

The Company reported a $10.7 million net loss for the year ending
July 3, 2005.  At July 3, 2005, the Company's balance sheet shows
$391.62 million in total assets and $294.42 million in total
debts.   As of July 3, 2005, the Company's equity narrowed to
$97.2 million from $111.44 million equity at June 27, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?216

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
roughly 370 centers.

AMF Bowling Worldwide, Inc., filed for chapter 11 protection
on July 3, 2001 (Bankr. E.D. Va. Case Nos. 01-61119 through
01-61143).  Marc Abrams, Esq., at Willkie, Farr & Gallagher
represented the operating subsidiaries.  The corporate parent,
AMF Bowling, Inc., filed for chapter 11 protection on July 31,
2001 (Bankr. E.D. Va. Case No. 01-61299).  Lawrence H. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represented the parent
company.  The Debtors' Second Amended & Modified Chapter 11 Plan
was confirmed on Feb. 1, 2002, and consummated on March 8, 2002.
That plan deleveraged the company's balance sheet, and delivered a
92% equity stake in the reorganized subsidiaries to the company's
secured lenders and a 7% equity stake in the operation to
unsecured creditors.  The old public parent company died.

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2005,
Moody's Investors Service downgraded the ratings of AMF Bowling
Worldwide, Inc., thus concluding the review of the ratings for
possible downgrade initiated on March 10, 2005.

These ratings were lowered:

   -- To Caa1 from B3, $150 million 10% senior subordinated notes,
      due 2010

   -- To B2 from B1, approximately $120 million senior secured
      credit facility consisting of a $40 million revolver,
      maturing in 2009, and approximately $79 million term B
      loans, maturing in 2009

   -- To B2 from B1, Corporate Family Rating (formerly known as
      the Senior Implied Rating)

Moody's said the ratings outlook is stable.

As reported in the Troubled Company Reporter on Feb. 9, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating to AMF
Bowling Worldwide Inc.'s proposed $175 million senior secured
credit facility due 2009. A recovery rating of '3' was also
assigned to the proposed credit facility, indicating a meaningful
recovery of principal (50%-80%) in the event of a default.

In addition, a 'CCC+' rating was assigned to the $150 million
senior subordinate notes due 2010.  At the same time, Standard &
Poor's affirmed its ratings on AMF Bowling, including its
corporate credit rating of 'B', and removed them from CreditWatch.
S&P said the outlook is stable.


ARGOSY GAMING: Penn National Completes $2.2 Billion Acquisition
---------------------------------------------------------------
Penn National Gaming, Inc. (NASDAQ:PENN) completed the acquisition
of Argosy Gaming Company (NYSE: AGY).  As previously announced,
Argosy stockholders are receiving $47.00 per share in cash for
each share of common stock.  The acquisition is valued at
approximately $2.2 billion, including approximately $791.3 million
of long-term debt of Argosy and its subsidiaries.  The acquisition
is expected to be immediately accretive to Penn National's
earnings per share.  Separately, Penn National disclosed the
closing of a $2.725 billion senior secured credit facility to fund
the acquisition and to provide additional working capital.

Penn National acquired six Argosy casino entertainment facilities,
although the Company has agreed to divest three of those
properties to expedite the receipt of the regulatory approvals
required to complete the merger.  The Company has already entered
into a definitive merger agreement to sell the Argosy Casino-Baton
Rouge to Columbia Sussex for $150 million before working capital
adjustments and the Company has until Dec. 31, 2006, to enter into
definitive sale agreements for the Alton and Joliet, Illinois
properties.

Reflecting the planned divestitures, the combined company
generates revenues in excess of $2 billion and its properties
feature over 17,500 slot machines and approximately 575,000 square
feet of casino space.  With the completion of the transaction,
Penn National has broadened its asset base to include ten gaming
facilities, five pari-mutuel horse racing facilities (including
two with slots soon to be added and a joint venture), six off-
track wagering sites and the Company holds a Canadian casino
management contract.  Penn National now owns or operates gaming or
pari-mutuel properties in thirteen North American jurisdictions.

"With this accretive transaction we further diversify the
Company's sources of revenue and cash flow as we gain entree into
Missouri, Iowa and Indiana with casinos, and operate an Ohio pari-
mutuel facility," Peter M. Carlino, Chief Executive Officer of
Penn National, said.  "Penn National also adds two compelling
growth opportunities to our existing slate of expansion
initiatives while further building the critical mass of our gaming
operations and broadening our gaming management resources.

"Penn National is very well positioned to continue generating
strong earnings growth over the next several years based on the
integration of the Argosy assets, the commencement of slot
operations at our Maine and Pennsylvania facilitates, further
property development at Charles Town Races and the completion of
the Argosy Casino-Riverside and Argosy Casino-Lawrenceburg
expansion projects.  Our near-term focus is on a successful
integration of the acquired properties and achieving the
anticipated $20 million in corporate cost savings and synergies.
Longer-term, after applying the proceeds from the divestiture of
the three Argosy properties to reduce our debt, and with the
expected earnings power of the combined entity and new sources of
revenue and cash flow, we expect to generate significant free cash
flow to further reduce debt, invest in our portfolio of properties
and explore other areas to continue growing Penn National.  We
expect to provide revised 2005 guidance when we issue third
quarter earnings results later this month.

"Finally, we welcome the Argosy operating management and employees
to Penn National. As a diversified, industry leading gaming
company, we believe we can offer employees significant
opportunities for growth and career advancement."

Goldman, Sachs & Co., Bear, Stearns & Co. Inc. and Lehman Brothers
acted as financial advisor and Skadden, Arps, Slate, Meagher &
Flom LLP acted as legal advisor to Penn National Gaming.  Morgan
Stanley acted as financial advisor and Davis Polk & Wardwell acted
as legal advisor to Argosy Gaming Company.

Reflecting the addition of three Argosy properties (and the
anticipated divestitures described above), Penn National Gaming
owns and operates casino and horse racing facilities with a focus
on slot machine entertainment.  The Company presently operates
fifteen facilities in thirteen jurisdictions including Colorado,
Illinois, Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri,
New Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  Although
the Company's Casino Magic -- Bay St. Louis, in Bay St. Louis,
Mississippi and the Boomtown Biloxi casino in Biloxi, Mississippi
remain closed following extensive damage incurred as a result of
Hurricane Katrina all property statistics in this announcement are
inclusive of these properties.

Argosy Gaming Company owns and operates casinos and related
entertainment and hotel facilities in the Midwestern and Southern
United States.  Argosy owns and operates the Argosy Casino-Alton
in Illinois, serving the St. Louis metropolitan market; the Argosy
Casino-Riverside in Missouri, serving the greater Kansas City
metropolitan market; the Argosy Casino-Baton Rouge in Louisiana;
the Argosy Casino-Sioux City in Iowa; the Argosy Casino-
Lawrenceburg in Indiana, serving the Cincinnati and Dayton
metropolitan markets; and the Empress Casino Joliet in Illinois
serving the greater Chicagoland market.

                        *     *     *

As reported in the Troubled Company Reporter on June 6, 2005,
Standard & Poor's Ratings Services ratings on casino owner and
operator Argosy Gaming Co., including its 'BB' corporate credit
rating, remain on CreditWatch with negative implications where
they were placed on Nov. 3, 2004.  The CreditWatch listing
followed the company's announcement that it had agreed to be
acquired by Penn National Gaming Inc. (BB-/Positive/B-2) in a
transaction valued at $2.2 billion, including the assumption of
debt.


ATA AIRLINES: Cockpit Crewmembers Ratify New Three-Year CBA
-----------------------------------------------------------
ATA Airlines, Inc. (Other OTC:ATAHQ.PK) disclosed that its cockpit
crewmembers, represented by the Air Line Pilots Association, voted
to ratify a new three-year collective bargaining agreement.  The
agreement contains wage, benefit and work rule concessions.  The
CBA became effective Oct. 1, 2005, and will be amendable on
Sept. 30, 2008.

"Reaching this positive end to the negotiations is a terrific
reflection on the teamwork of all those involved in the process,"
said ATA President and CEO John Denison.  "By choosing to ratify,
our cockpit crewmembers are demonstrating a steadfast commitment
to this Company that I have witnessed time and again from
employees at all levels.  With the CBA finalized and negotiations
behind us, we can now focus on the final stages of restructuring
that will lead to our emergence as a financially stable and
growing airline."

According to ATA Vice President of Strategic Planning and Chief
Restructuring Officer Sean Frick, the consensual CBA enhances the
Company's position in seeking a $100 million capital infusion to
complete a successful restructuring.

"We continue to be encouraged in our ongoing efforts to secure
funding," said Mr. Frick.  "Last week's news that a consensual
agreement was within reach was met with approval by our suppliers,
creditors and potential investors.  This latest announcement will
only help to strengthen their confidence."

Senior Vice President of Labor Relations Richard Meyer agreed with
Frick, while expressing appreciation on behalf of the Company for
the cockpit crewmembers' contribution.  "We are pleased cockpit
crewmembers have again chosen to work with the Company during this
critical period of restructuring," added Mr. Meyer. "They are
taking a positive step toward securing a better long-term future
for themselves and their fellow employees."

Short-term wage concessions were already in effect through
Sept. 30, 2005 -- under an agreement between ATA and ALPA signed
in June 2005.  Since that time, negotiations continued with the
goal of achieving long-term wage and productivity concessions.

On Sept. 17, 2005, ATA ALPA Master Executive Council members
forwarded a tentative agreement to cockpit crewmembers for voting
on ratification.  This latest announcement confirms their approval
of the contract.

Founded in 1931, ALPA -- http://www.alpa.org/-- is the world's
largest pilot union, representing 64,000 pilots at 42 airlines in
the United States and Canada.

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: Treatment and Classification of Claims Under Plan
---------------------------------------------------------------
BMC Group, ATA Airlines, Inc. and its debtor-affiliates' claims
agent, received approximately 2,000 proofs of claim totaling
approximately $13.4 billion.  About $7.8 billion of the proofs of
claim are asserted against the Reorganizing Debtors.

Claims reviewed and analyzed by the Debtors to date, claims
scheduled by the Debtors, or claims less than $550 represent
approximately 98.5% of the total number of filed and scheduled
claims.

Approximately 1.5% of the total number of filed Claims, totaling
approximately $170,000,000 of asserted liability, remain to be
reviewed and analyzed by the Debtors.  The Reorganizing Debtors
contend that many of the proofs of claim are invalid, duplicative
or overstated in amount.  They will file general objections to the
disputed claims in the future.

As of September 1, 2005, general unsecured claims against the
Reorganizing Debtors are estimated at $1.024 billion.  Prepetition
secured claims are estimated to be $110 million and priority tax
claims are estimated to be $2.4 million.

The Reorganizing Debtors' Chapter 11 Plan groups creditors into
nine classes:

    Class   Description          Treatment Under the Plan
    -----   -----------          ------------------------
     N/A    Administrative       Paid in full, in cash
            Claim

     N/A    Priority Tax Claim   Paid in full, in cash or over
                                 time as allowed under the
                                 Bankruptcy Code

     N/A    New DIP Facility     Holder of Allowed New DIP
            Claim                Facility Claim will receive:

                                 -- Cash from the New Equity
                                    Proceeds equal to the unpaid
                                    portion of the Allowed New
                                    DIP Facility Claim; or

                                 -- other treatment as agreed
                                    upon by ATA Holdings and the
                                    New DIP Lenders.

     N/A    Southwest DIP        Southwest will receive a
            DIP Facility         promissory note to be made by
            Claim                Reorganized Holdings and
                                 guaranteed by Reorganized ATA
                                 equal to the Southwest DIP
                                 Facility Claim.

      1     ATSB Secured         $4.5 million in Cash; delivery
            Claim                of Amended and Restated ATSB
                                 Loan Agreement and related
                                 documents

                                 Recovery: 100%
                                 Impaired
                                 Entitled to vote

      2     Fleet Secured        New Fleet Note A, a non-
            Claim A              recourse promissory issued by
                                 ATA in the principal amount of
                                 $1,000,000

                                 Recovery: 100%
                                 Impaired
                                 Entitled to vote

      3     Fleet Secured        New Fleet Note B, a non-
            Claim B              recourse promissory issued by
                                 ATA in the principal amount of
                                 $1,000,000

                                 Recovery: 100%
                                 Impaired
                                 Entitled to vote

      4     Other Secured        Reinstated; Collateral returned;
            Claims               or other treatment as agreed
                                 upon.

                                 Recovery: 100%
                                 Impaired
                                 Entitled to vote

      5     Other Priority       Cash in full; or other treatment
            Claims               as agreed upon by the parties.

                                 Recovery: 100%
                                 Unimpaired
                                 Deemed to accept

      6     General              Pro Rata share of New Holdings
            Unsecured            Common Stock and for Qualified
            Claims               Holders, the Subscription Rights

                                 Recovery: ___%
                                 Impaired
                                 Entitled to vote

      7     Unsecured            Pro Rata share of Convenience
            Convenience          Class Distribution
            Class Claims
                                 Recovery: ___%
                                 Impaired
                                 Entitled to vote

      8     Old Holdings         Not entitled to receive any
            Preferred Stock      distribution
            Interests
                                 Recovery: 0%
                                 Impaired
                                 Deemed to reject

      9     Old Holdings         Not entitled to receive any
            Common Stock         distribution
            Interests
                                 Recovery: 0%
                                 Impaired
                                 Deemed to reject

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: Wants to Assume Engine Lease with RPK Capital
-----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, ATA Airlines,
Inc., seeks the U.S. Bankruptcy Court for the Southern District of
Indiana's permission to assume an unexpired personal property
lease with RPK Capital V, L.L.C., successor-in-interest to
Provident Commercial Group, Inc.

ATA Airlines leases one Rolls Royce RB 211-535E4 engine and two
BF Goodrich (Rohr) thrust reverser halves under an agreement dated
December 28, 1998.

Jeffrey J. Graham, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, relates that as of the Petition Date the
Debtor was not in default in the payment of the basic rent under
the lease.  The Debtor has continued to utilize the Engine
postpetition in its flight operations.

ATA Airlines finds it necessary to retain the Engine going forward
as the Debtor may be adding additional Boeing 757-200 aircraft to
its fleet and the terms of the Lease are at or better than the
cost for ATA to obtain a replacement engine.

Mr. Graham informs the Court the rental rate under the Lease is
as, or more, favorable than the rates on comparable engines that
lack a thrust reverser.

Mr. Graham says the failure to assume the Engine would harm ATA
Airlines' ability to maintain its current and future flight
schedules and may result in a greater future financial cost should
the Debtor be forced to enter the market and lease an engine
similar to the Engine from a third party.

ATA Airlines will cure the $502,223 arrearage of basic rent due
under the Lease as of September 30, 2005, upon the approval of the
assumption of the Lease.

Mr. Graham says that the Official Committee of Unsecured Creditors
does not object to the proposed assumption.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATKINS NUTRITIONALS: Committee Wants Winston & Strawn as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Atkins
Nutritionals, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Winston & Strawn LLP as their counsel,
nunc pro tunc to August 23, 2005.

Winston & Strawn will:

   a) provide legal advice to the Committee with respect to its
      duties and powers in these cases;

   b) consult with the Committee and the Debtors concerning the
      administration of these cases;

   c) assist the Committee in its investigation of the Debtors'
      acts, conduct, assets, liabilities, and financial condition,
      operation of the Debtors' businesses, and the desirability
      of continuing or selling such businesses or assets, and any
      other matter relevant to these cases;

   d) assist the Committee in evaluating claims against the
      estates, including analysis of and possible objections to
      the validity, priority, amount, subordination, or avoidance
      of claims or transfers of property in consideration of such
      claims;

   e) assist the Committee in participating in the formulation of
      a chapter 11 plan, including the Committee's communications
      with unsecured creditors concerning any such plan;

   f) assist the Committee with any effort to request the
      appointment of a trustee or examiner;

   g) advise and represent the Committee in connection with
      matters generally arising in the cases, including the
      obtaining of credit, the sale of assets, and the rejection
      or assumption of executory contracts and unexpired leases;

   h) appear before this Court, any other federal court, state
      court or appellate courts; and

   i) perform such other legal services as may be required or
      which are in the interests of unsecured creditors.

The Firm will bill the Debtors based on its professionals' current
hourly rates:

            Designation                Hourly Rate
            -----------                -----------
            Partners                   $360 - $765
            Associates                 $225 - $470
            Legal Assistants           $105 - $230

David Neier, Esq., a Winston & Strawn partner, assures the Court
that the Firm does not represent any interest materially adverse
to the Committee, the Debtors or their estates.

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sell nutritional supplements based on its
founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


ATKINS NUTRITIONALS: Committee Taps Navigant as Financial Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Atkins
Nutritionals, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Navigant Consulting, Inc., as their financial
advisor.

Navigant Consulting will:

   a) assist and advise the Committee in the analysis of the
      Debtors' current financial position;

   b) assist and advise the Committee in its analysis of the
      Debtors' business plans, cash flow projections,
      restructuring programs, selling, general and administrative
      structure and other reports or analyses prepared by the
      Debtors or their professionals, in order to assist the
      Committee in its assessment of the business viability of the
      Debtors, the reasonableness of projections and underlying
      assumptions, and the impact of market conditions on
      forecasted results of the Debtors;

   c) assist and advise the Committee in its analysis of proposed
      transactions for which the Debtors seek Court approval
      including, but not limited to, evaluation of competing bids
      in connection with the divestiture of corporate assets, DIP
      financing or use of cash collateral, assumption or rejection
      of leases and other executory contracts, management
      compensation or retention and severance plans;

   d) assist and advise the Committee in its analysis of the
      Debtors' internally prepared financial statements and
      related documentation, in order to evaluate performance of
      the Debtors as compared to its projected results;

   e) attend and advise at meetings or calls with the Committee
      and its counsel and representatives of the Debtors and other
      parties;

   f) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plans of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of potential plans or strategic transaction
      including the value of consideration that is to be provided
      thereunder;

   g) assist and render expert testimony on behalf of the
      Committee;

   h) assist and advise the Committee in its analysis of the
      October 13, 2003, Recapitalization in order to identify
      potential causes of action, if any;

   i) assist and advise the Committee with the review of payments
      made during the period May 3, 2005 through July 31, 2005 in
      order to identify potential preferential transfers, if any;

   j) assist and advise the Committee with the review of payments
      made to insiders during the period August 1, 2004 through
      July 31, 2005 in order to identify amounts, if any, that may
      be recoverable; and

   k) assist and advise the Committee in such other services,
      including but not limited to, other bankruptcy,
      reorganization and related litigation support efforts, tax
      services, valuation assistance, corporate finance,
      compensation and benefits consulting, or other specialized
      services as may be requested by the Committee and agreed to
      by the firm.

The firm's professionals current hourly rates:

            Designation                Hourly Rate
            -----------                -----------
            Managing Director          $600 - $650
            Director                   $500 - $550
            Associate Director         $400 - $450
            Managing Consultant        $300 - $350
            Senior Consultant          $200 - $275
            Consultant                 $150 - $175
            Paraprofessional           $100 - $125

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

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sell nutritional supplements based on its
founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


ATKINS NUTRITIONALS: Wants to Walk Away from 3 Unexpired Leases
---------------------------------------------------------------
Atkins Nutritionals, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to reject an unexpired nonresidential real property
lease of property located at 2002 Orville Drive North, in
Ronkonkoma, New York, and two subleases for the same property,
effective as of October 21, 2005.

The Debtors have evaluated the three Ronkonkoma Leases and
concluded they are no longer valuable to their ongoing business
operations or their reorganization efforts.  The Debtors expect
that the relocation of their headquarters to a new site is more
appropriate for their restructured operations, in or near
Melville, New York, which will result in a cost savings of more
than $1 million per year.

Moreover, the rejection of the Ronkonkoma Leases will reduce the
Debtors' administrative expenses.

A list of the counterparties to the three Ronkonkoma Lease
Agreements and their attorneys is available for free at:

   http://bankrupt.com/misc/AtkinsNutrionalslistofunexpiredleases.pdf

The Debtors also ask the Court's approval to abandon expendable
property, such as miscellaneous office furniture and obsolete
equipments that are no longer necessary to the Debtors, which they
could not resell or with respect to which the cost of selling
would exceed any anticipated proceeds.

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sell nutritional supplements based on its
founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


AVENTINE RENEWABLE: S&P Upgrades Corporate Credit Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Aventine Renewable Energy Holdings Inc. to 'B-' from
'CCC+'.  The outlook is stable.

Illinois-based Aventine is a large producer and marketer of fuel
grade ethanol in the U.S.  As of June 30, 2005, the company had
$160 million of debt outstanding.

"The upgrade follows the positive regulatory developments in the
industry, most importantly, the long-awaited Energy Policy Act of
2005," said Standard & Poor's credit analyst Elif Acar.

The new law raises the renewable fuel requirement, through a
series of step ups, to 7.5 billion gallons per year by 2012.

Standard & Poor's also said that the company's high leverage and
the refinancing risk in 2011, beyond the expiration of the 51
cents per gallon tax credit granted to ethanol users, increase
default risk greatly and limit upgrade potential.

Furthermore, the company remains susceptible to adverse price
movements in the ethanol and grain markets and the ratings may be
lowered to the 'CCC' category again should adverse price movements
occur for an extended period, leaving the company vulnerable to
nonpayment of interest on its bonds.

The stable outlook on Aventine is based on the current favorable
industry conditions and the company's limited ability to sustain
itself with the liquidity provided under its revolving credit
agreement, even if it is for a short time, through an adverse
price scenario.


BALL CORP: S&P Rates Proposed $1.475 Billion Bank Loan at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Broomfield, Colorado-based Ball Corp.'s proposed $1.475
billion senior secured credit facilities, based on preliminary
terms and conditions.

Standard & Poor's also said that it affirmed its 'BB+' corporate
credit rating on the company.  The outlook is positive.

"Proceeds from the borrowings under the new credit facilities will
be used to refinance approximately $827 million of Ball's existing
bank debt and for general corporate purposes," said Standard &
Poor's credit analyst Kyle Loughlin.

Total debt at July 3, 2005, will be about $1.9 billion, adjusted
for an accounts receivable securitization program.

The ratings reflect Ball's solid market positions and stable cash
flow generation, which are offset by intense competition in the
global beverage can market and management's use of debt to support
growth.

With annual revenues of over $5.6 billion, Ball is one of the
world's largest beverage can producers, with leading positions in
the two largest can markets, North America and Europe.  The
acquisition of Schmalbach-Lubeca AG, now known as Ball Packaging
Europe (completed for approximately $909 million in 2002),
improved the company's geographic diversity, and offers
better growth prospects, as the European market is still expanding
in the mid-single-digit percentage area, whereas the North
American market is mature.  Nevertheless, competition is intense
and stems from large global rivals and intermaterial substitution.

In addition to the beverage can business, Ball has leading
positions in metal food cans and polyethylene terephthalate
packaging for water and carbonated soft drink customers in North
America.  Ball is the second-largest food can supplier, with an
estimated 20% market share, and expected benefits of price
increases in the food can segment should offset significantly
higher steel costs in 2005.  Ball also has an aerospace business
(about 12% of sales) that has realized meaningful growth in the
past few years, after being awarded several new contracts from its
main customer, the U.S. government, for both aerospace and defense
programs.


BAYOU OFFSHORE: Preliminary Injunction Hearing Set Today
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut set
today, Oct. 5, 2005, at 10:00 a.m., to hear Gordon I. MacRae and
G. James Cleaver's requests for preliminary injunctions.
Messrs. MacRae and Cleaver are the Joint Provisional Liquidators
of Bayou Offshore Master Fund, Ltd., and its affiliates' section
304 petitions.

On Sept. 9, 2005, the Honorable Alan H.W. Shiff told the Joint
Liquidators of his decision to enter an "Order to Show Cause with
Respect to Temporary Restraining Order and for Preliminary
Injunction".  The Order to Show Cause temporarily enjoined the
dissipation of the Offshore Funds' assets, stayed all litigation
affecting their estates, and required the return of their
properties in the possession, custody or control of others.

Bayou Offshore Master Fund, Ltd., and its affiliated funds, sought
protection from creditors in the Grand Court of the Cayman Islands
(Cause No. 397 of 2005).  Gordon I. McRae and G. James Cleaver of
Kroll (Cayman) Limited, the Cayman Joint Provisional Liquidators,
filed section 304 petitions on Sept. 9, 2005 (Bankr. D. Conn. Case
Nos. 05-51154 through 05-51160).  James Berman, Esq., at Zeisler &
Zeisler, represents the Cayman JPLs in the United States.


BRANDYWINE REALTY: Moody's Affirms Stock Shelf Rating at (P)Ba1
---------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured debt
rating of Brandywine Operating Partnership L.P. and Brandywine
Realty Trust's preferred stock shelf at (P)Ba1.  The rating
outlook remains stable.  The rating agency said that this rating
affirmation follows the announcement that Brandywine has agreed to
acquire 77% of Prentiss Properties Trust's assets.  Prentiss is
not rated by Moody's.  The remaining 23% will be acquired by
Prudential Real Estate Investors.  Prudential will own the assets
it is acquiring separately, and Brandywine will have a two-year
contract to manage some of the assets acquired by Prudential.  The
transaction is expected to close by year-end 2005/early 2006.

Moody's acknowledges that the acquisition will almost double
Brandywine's size from $3 billion in book gross assets (as of June
30, 2005) to $5.5 billion following the merger.  In addition,
Brandywine will gain geographic diversity by expanding into
markets such as Dallas, Austin and Oakland, and strengthen its
position in Washington DC.  However, Brandywine will also be
assuming $522 million in secured debt, some of which will be paid
off with an interim bridge financing, and will be issuing $750
million in senior debt and drawing $170.5 million from its current
revolver.  Credit metrics will deteriorate slightly in the short
term, but are expected to return to pre-merger levels by the end
of 2007.  The REIT expects that the merger will be slightly FFO-
accretive in 2006.  Moody's rating affirmation is based on the
financing proceeding as planned, including bridge financing, and
the sale of already-earmarked properties Chicago and Detroit by
Prentiss prior to the transaction's close.

Moody's stable rating outlook for Brandywine is predicated upon a
smooth integration of the Prentiss portfolio, and the following
considerations.  On the plus side, the Prentiss transaction will
bring increased size and geographic diversity to Brandywine, which
has up until now focused on the Washington DC to Southern New
Jersey/Philadelphia corridor.  In addition, a large portion of the
acquire assets are in Washington DC, a market familiar to
Brandywine, and the transaction should boost Brandywine's market
leadership.  Prentiss' assets are preponderantly complementary to
Brandywine's (i.e. suburban office properties), and the
transaction will increase Brandywine's unencumbered property
portfolio and improve its tenant diversity and industry mix.  The
transaction will also provide Brandywine with additional
management fee revenue from a two-year management agreement with
Prudential for some of the properties it is acquiring, as well as
additional land for development.

Moody's remarked that these strengths are attenuated by several
concerns.  The Prentiss acquisition is a large transaction for
Brandywine, and will present substantial integration challenges.
Brandywine will be entering markets with which it is unfamiliar
(in specific Texas and California) and will be challenged in
building market leadership in these markets similar to what it
enjoys in its current portfolio.  Furthermore, the Prentiss
acquisition will increase the REIT's leverage and secured debt
levels and weaken its fixed charge coverage, albeit slightly,
while in the near-term increasing the REIT's variable rate and
short-term debt levels, and substantially increase Brandywine's
outstandings on its current line of credit.

Brandywine's current ratings continue to reflect the significant
progress Brandywine has made in:

   * strengthening its financial base;
   * reducing leverage and secured debt; and
   * increasing its fixed charge coverage.

Moody's notes Brandywine's sound office portfolio occupancy rate
of 91% in a challenging environment for the office sector, diverse
tenant and industry mix and high tenant retention rate, and good
operational infrastructure with an improved cash management system
with low accounts receivable.  These positive attributes are
attenuated by Brandywine's still-high secured debt and high
variable-rate debt, and significant development pipeline with the
Cira Center development next to the Amtrak depot in Philadelphia,
accounting for approximately 10% of REIT's pre-merger assets.

A rating upgrade would be difficult in the medium term, and would
depend on bringing credit metrics back to pre-merger levels,
including:

   * reduced bank line and variable rate debt usage;
   * secured debt as a percentage of assets below 15%; and
   * fixed charge coverage above mid-2X.

An upgrade would also depend on successful integration of the
acquired assets and the REIT's ability to create more leadership
momentum and presence in the new geographic markets as Brandywine
has in its existing East Coast markets.  Further usage of secured
financing, deterioration in coverages below 2.2x (including
principal amortization), Total Debt+Preferred as a percentage of
Gross Assets (pro forma for JVs) above 55%, or a rise in
speculative development would result in a negative rating action,
as would another large levered acquisition in the medium term.
Any substantial missteps in the integration of the acquired
portfolio would cause downward pressure on ratings.

These ratings were affirmed with a stable outlook:

Brandywine Realty Operating Partnership, L.P.:

   * Senior debt at Baa3
   * senior debt shelf at (P)Baa3
   * subordinated debt shelf at (P)Ba1

Brandywine Realty Trust:

   * Preferred stock shelf at (P)Ba1

Moody's last rating action on Brandywine took place on August 1,
2005, when the rating agency upgraded Brandywine Realty Trust's
preferred shelf to (P)Ba1, from (P)Ba2, reflecting Moody's
notching practices for REIT preferred stock.

Brandywine Realty Trust [NYSE: BDN] with headquarters in Plymouth
Meeting, Pennsylvania, USA, owns, manages or has an ownership
interest in 248 office and industrial properties, aggregating 19.2
million SF.  As of June 30, 2005, the REIT reported assets of $2.7
billion and equity of $1.2 billion.

Prentiss Properties Trust [NYSE: PP] with headquarters in Dallas,
Texas, USA, focuses on the ownership of office properties in:

   * Metropolitan Washington D.C.,
   * Chicago,
   * Dallas,
   * Austin,
   * Northern California, and
   * Southern California.

It is a full-service real estate company with in-house expertise
in areas such as:

   * acquisitions,
   * development,
   * facilities management,
   * property management, and
   * leasing.

The REIT owns interests in 135 operating properties with
approximately 18.8 million square feet -- 16.6 million of office
properties and 2.2 million of industrial properties.


BRANDYWINE: Prentiss Purchase May Lead to Fitch's Outlook Revision
------------------------------------------------------------------
Fitch Ratings views Brandywine Realty Trust's (NYSE: BDN) expected
acquisition of approximately 77% of the assets of Prentiss
Properties Trust (NYSE: PP) as a credit positive for Brandywine
based on information that was provided by management.

Upon the closing of the transaction, Fitch expects to affirm
Brandywine, as well as principal operating subsidiary, Brandywine
Operating Partnership L.P., as follows:

    -- Issuer rating 'BBB-';
    -- Senior unsecured notes 'BBB-';
    --Preferred stock 'BB+'.

Additionally, Fitch expects to revise BDN's Rating Outlook to
Positive from Stable.

BDN has established a track record as a strong operator in its
current markets, consistently outperforming its competitors with
above-average occupancy, rents, and tenant retention.  Brandywine
ended the second quarter of 2005 with a portfolio that was 92.9%
leased, a solid feat in a challenging office market.  BDN
significantly outperforms its competitors in several of its major
submarkets.

Additionally, BDN's average tenant retention rate over the past
five years is 77%, illustrating the company's management skills
and high quality assets.  BDN's portfolio contains a diverse, high
quality tenant base with over 1,700 tenants and no tenant
representing more than 3.7% of annualized base rent.  This tenant
base also serves to generate cash flows that are fairly stable,
adding to the credit profile.

These factors have enabled BDN to consistently maintain coverage
ratios that are strong for the rating category.  Interest
coverage, defined as EBITDA divided by the sum of interest expense
and capitalized interest, was 3.06 times (x) for the last 12
months.  Fixed-charge coverage, defined as EBITDA less tenant
improvements, recurring capital expenditures, and straight line
rents divided by the sum of interest expense, preferred dividends
and capitalized interest, was 2.27x for the same period.

BDN management has continued to place a high priority on
maintaining a conservative balance sheet, with reasonably low
leverage, a manageable debt maturity schedule, a fairly low
portion of variable-rate debt, and a large pool of unencumbered
assets.  As of June 30, 2005, debt to undepreciated book capital
was 48.1% while debt plus preferred stock to undepreciated book
capital was 51.7%, both of which are acceptable for the rating
category.  Including BDN's remaining development commitments
increases leverage only modestly.  As of June 30, 2005, BDN's
unencumbered asset coverage was a significant 2.11x.

BDN management has also sought to further diversify its funding
sources by accessing the unsecured borrowing market in 2004 with
three series of unsecured notes totaling $637 million.  BDN has
maintained a $450 million revolving credit facility that can be
expanded to $600 million and has successfully issued several
series of preferred stock, adding to its liquidity profile.

Geographic concentration has been an ongoing credit concern for
Fitch.  BDN's portfolio is currently located in four states in the
mid-Atlantic region, with Pennsylvania and New Jersey generating
over 75% of annualized rental income.  This is particularly
worrisome because the commercial office sector and several of
BDN's submarkets specifically have historically suffered from
greater volatility than other property types and markets.

The acquisition of the Prentiss assets will materially add to the
geographic diversification of BDN's portfolio.  Brandywine adds
significant assets in the Dallas/Forth Worth, Washington D.C.,
Austin, and Bay Area markets, as well as several assets in
Southern California, making it less susceptible to an economic
downturn in a single region.  While Fitch acknowledges that some
of the new markets are susceptible to supply/demand imbalances,
others have been more stable during the recent cyclical
fluctuations.

On balance, Fitch sees the diversification into additional markets
as a significant positive for BDN's credit profile.  Fitch also
anticipates that BDN's expanded size will enhance its access to
capital and potentially lower its financing costs.

BDN's lease expiration and debt maturity schedules are expected to
be reasonable, with no more than 15% of leases coming due in any
year and no more than 16% of debt coming due in any given year.
BDN's expanded tenant roster will continue to be dominated by
diverse tenants with strong credits.

Partially offsetting these benefits is the hefty integration risk
that the company faces.  BDN is increasing the size of the company
by nearly 70% and in markets where current management has not
demonstrated its expertise.  BDN management has indicated that it
plans to work diligently to facilitate a smooth transition,
retaining many important members of the Prentiss management team
in an effort to maintain key relationships in the new markets.

Fitch also notes that BDN's recent integration of the Rubenstein
portfolio illustrates management's ability to maintain its focus
on existing assets while adding a new portfolio.  Fitch will
monitor the Prentiss integration in future periods.

BDN's leverage is also expected to rise modestly as the company
assumes some Prentiss mortgage debt and finances a portion of the
purchase price with bridge financing.  As a result, Brandywine's
strong coverage metrics and unencumbered asset coverage are
expected to decline somewhat.  Fitch believes that these metrics
will remain within a range that is appropriate for the rating
category.  Based on management's plan and Fitch's understanding of
the execution risk, Fitch anticipates that management will reduce
leverage and improve interest, fixed-charge, and unencumbered
asset coverage over time.

Headquartered in Plymouth Meeting, Pennsylvania, Brandywine Realty
Trust actively participates in acquiring, developing,
redeveloping, leasing, and managing office and industrial
properties primarily located in the mid-Atlantic region.  As of
June 30, 2005, BDN had $3.1 billion in undepreciated book capital.

BDN's portfolio includes 223 office properties, 24 industrial
facilities, and one mixed-use property, representing approximately
19.6 million of net rentable square feet.  BDN also held economic
interests in nine unconsolidated real estate ventures containing
approximately 1.6 million net rentable square feet that were
formed with third parties to develop or own commercial properties
as well as two consolidated joint ventures that own two office
properties.

Headquartered in Dallas, TX, Prentiss Properties acquires, owns,
manages, leases, develops, and builds primarily office properties
throughout the U.S. As of June 30, 2005, the company had equity
interests in 128 properties representing 18.8 million net rentable
square feet of commercial property in 10 markets and also managed
an additional 8.9 million net rentable square feet of space for
third parties.  As of June 30, 2005, Prentiss had approximately
$2.4 billion in undepreciated book capital.


BREUNERS HOME: Ch. 7 Trustee Outlines Avoidance Action Process
--------------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to approve the global procedures governing the
commencement, prosecution, and settlement or recovery of
prepetition payments and transfers made by the Debtors.

Mr. Claybrook has identified approximately 875 entities, receiving
approximately $57 million in aggregate payments and transfers,
which may be avoidable under Sections 547 and 550 of the
Bankruptcy Code.

Sheldon K. Rennie, Esq., at Fox Rothschild LLP, tells the
Bankruptcy Court that the procedures prescribed by the Trustee
allows a quick settlement of avoidance actions and minimizes
probable litigation expenses.  The procedures attempt to:

    a) promote and facilitate settlement of the avoidance actions
       without unnecessary litigation expense or undue delay; and

    b) streamlines the litigation of any avoidance action that the
       parties are unable to expeditiously settle.

Key features of the proposed avoidance action procedures are:

a) the Trustee's right to settle individual avoidance actions,
   including settlement before the commencement of adversary
   proceedings, without further notice and approval from the
   Bankruptcy Court if:

     (i) the face amount of the funds recoverable in the avoidance
         action is less than $25,000; or

     ii) the face amount of the funds recoverable in the avoidance
         action exceeds $25,000, but the settlement amount is not
         less than 70% of the face amount of the avoidance action.

b) the Trustee's right to accept immediate payment from settled
   actions and retain such payment in his trust account pending
   the Bankruptcy Court's approval of the settlement.

c) the waiving of initial disclosure requirements under Federal
   Rules of Civil Procedures 26(a)(1-4) and the requirements under
   Federal Rules of Civil Procedures 26(d) and (e), unless the
   parties to a specific adversary proceeding otherwise stipulate
   in writing.

A full copy of the proposed avoidance action procedures is
available for free at http://researcharchives.com/t/s?21d

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.


BRIDGEPORT HOLDINGS: Inks Settlement Pact with CDW Corporation
--------------------------------------------------------------
Bridgeport Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
settlement and compromise agreement with CDW Corporation and
Credit Suisse New York, as collateral agent to the prepetition
Senior Lenders.

The settlement agreement resolves all issues arising from CDW
Corp.'s purchase of certain assets owned by Micro Warehouse
Canada, Ltd., an affiliate of Bridgeport Holdings, in Sept. 2003.

Some issues raised related to the asset purchase include:

    a) post-closing adjustments and obligations arising in
       connection with the transactions contemplated by the asset
       purchase agreement;

    b) ownership rights and right to the proceeds of the sale of
       all Vendor Products, Covered Inventory as well as Damaged
       and Defective Inventory;

    c) responsibility for severance payments to Canadian
       employees;

    d) the release of funds from certain credit card companies and
       co-op advertising payments; and

    e) claims for the recovery of cash allegedly owed by
       Micro Warehouse to CDW Corp., and vise-versa.

CDW Corp. filed approximately $3.3 million in claims against the
Debtors' estate related to the Micro Warehouse sale.  In addition,
CDW Corp. filed administrative expense request totaling $3.75
million.  The Company claimed that Micro Warehouse holds cash and
property totaling approximately $4 million rightfully belonging to
them.  On the other hand, Micro Warehouse had asserted that CDW
Corp. holds approximately $2 million of its cash and property.

Relevant terms in the settlement agreement include:

    a) the Debtors and Credit Suisse New York's agreement not to
       assert any action, claim or counter-claim against CDW Corp.
       and its successors with respect to the asset purchase
        transactions.

    b) CDW Corp. release and discharge of the Debtors and Credit
       Suisse New York as well as their successors from all claims
       arising from the asset purchase transactions.  CDW Corp.
       will withdraw its claims against the Debtors upon the
       Bankruptcy Court's approval of the settlement agreement.

    c) CDW Corp. and the Debtors' agreement that payments for
       Vendor Products delivered prior to the opening of business
       on Sept. 9, 2003 will be treated as claims against the
       Debtors' estate while inventory delivered after the opening
       of business on Sept. 9 will be paid by CDW Corp.

    d) The Debtors' recognition of CDW Corp.'s right over any
       accounts receivable unpaid as of Nov. 8, 2004 for co-op
       advertising payments due with respect to catalogues mailed
       after Sept. 8, 2003.

    e) The Debtors' payment of severance claims for Micro
       Warehouse Canada's employees not identified as the
       "seller's employee" in the asset purchase agreement.

    f) Payment of $50,000 to Credit Suisse New York no later than
       30 days after the Bankruptcy Court's approval of the
       settlement agreement.

The Debtors assure the Bankruptcy Court that the settlement
agreement embodies compromises that are fair and constitute the
best obtainable results for the benefit of their estates.

The Bankruptcy Court will convene a hearing at 9:30 a.m. on Oct.
6, 2005, to review the Debtors' request.

A copy of the settlement agreement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051004032641

Headquartered in Norwalk, Connecticut, Bridgeport Holdings, Inc.
and its debtor-affiliates filed for chapter 11 protection on
September 10, 2003 (Bankr. Del. Case No. 03-12825).  Brendan
Linehan Shannon, Esq., and Matthew Barry Lunn, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.  William H.
Sudell, Jr., Esq., and Daniel B. Butz, Esq., at Morris, Nichols,
Arsht & Tunnell in Wilmington, Delaware, and S. Margie Venus,
Esq., Matthew S. Okin, Esq., and Jeffrey M. Anapolsky, Esq., at
Akin Gump Strauss Hauer & Feld LLP in Houston, Texas, represent
Keith Cooper, as Liquidating Trustee for the Bridgeport Holdings,
Inc., Liquidating Trust.

XXXXXXX

CASH TECHNOLOGIES: Vasquez & Company Raises Going Concern Doubt
---------------------------------------------------------------
Vasquez & Company LLP, of Los Angeles, California, expressed
substantial doubt about Cash Technologies Inc.'s ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal year ended May 31, 2005.  The
auditing firm points to the Company's recurring losses,
substantial debt service requirements and working capital needs.

The Company's balance sheet shows $14,110,868 of assets at May 31,
2005, and liabilities totaling $9,330,373.  At May 31, 2005, the
Company had working capital of $1,867,989 and available cash of
approximately $163,627.

Also, as of May 31, 2005 the Company had outstanding current
liabilities of $9,316,566, of which approximately $472,975 is not
being paid as agreed.  The Company's creditors consented not to
accelerate the payment of these obligations and not to foreclose
on Company assets.

Subsequent to May 31, 2005, the Company was in an over advance
position with its Secured Lender.  This is a technical breach or
default under the agreement.  As of mid-September 2005, the
Company had not cured the breach or default.  The Secured Lender
has not issued a waiver nor exercised any of its rights under the
Loan and Security Agreement.

For the fiscal year ended May 31, 2005, the Company reported net
income of $3.7 million compared with a net loss of 4.4 million for
the fiscal year ended May 31, 2004.

                     About Cash Technologies

Cash Technologies, Inc. -- http://www.cashtechnologies.com/and
http://www.heuristictech.com/-- develops and markets innovative
data processing systems, including the BONUS(TM) and MFS(TM)
financial services systems and EMMA (TM) transaction processing
software.  Its Heuristic subsidiary creates and markets healthcare
and employee benefits data processing solutions and debit card
programs.


CENTURION GOLD: Posts $2.6MM Loss for Quarter Ended June 30, 2005
-----------------------------------------------------------------
Centurion Gold Holdings Inc. delivered its quarterly report on
Form 10-QSB for the period ended June 30, 2005, to the Securities
and Exchange Commission on Sept. 21, 2005.

The Company reports a $2,635,243 comprehensive loss for the
quarter ended June 30, 2005 compared to a comprehensive loss of
$840,121 for the same period in 2004.

At June 30, 2005, the Company's balance sheet showed $21,449,457
of assets and liabilities totaling $11,829,090.  The Company had a
working capital deficiency of $2,976,719 at June 30, 2005 and an
accumulated deficit of $11,945,480.

                      Going Concern Doubt

Webb & Company, PA, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended
March 31, 2005.  The auditor points to the Company's net loss from
operations of $5,802,597, $985,134 of cash used in operations, and
a working capital deficiency of $2,835,980.

Despite the auditor's negative going-concern opinion, the
Company's management believes there are sufficient financial
resources to meet Company obligations for at least the next twelve
months.

                       Material Weakness

Audit of the Company's financial records has revealed material
weaknesses that require management attention.  Because of these
material weaknesses, management has concluded that the Company did
not maintain effective internal control over financial reporting
as of June 30, 2005, based on relevant criteria.

The Board of Directors has appointed an accounting firm, Horwath
Leveton Boner in South Africa to implement a coordinated
accounting strategy, ensuring continuity ,accuracy and controls,
and to report to an SEC compliant accountant in the United States
who will do the consolidation of the accountants for the auditing
firm to audit.  The Board will appoint the accountant in the
United States shortly and will also appoint a full time accountant
locally in South Africa with mining accounting experience to
implement controls and procedures for all the operations as laid
down by Horwath Leveton Boner.

                      Proposed Acquisition

The Company received an offer to acquire its business from a
United Kingdom Irish listed company for $0.60 per share and its
Board of Directors is currently evaluating the offer to ensure
that such offer will maximize shareholder value.  The parties
intended to finalize their respective due diligence review by the
end of September.

                    Management Share Purchase

On Sept. 15, 2005, the Company announced that its management and
board of directors intend to purchase up to 5 million shares of
Centurion Gold Holdings' stock in the open market.  The management
and board of director's decision to purchase additional shares for
their personal holdings is based on the fact that they do not feel
the value of the Centurion Gold is fully reflected in the price of
the stock.

"We have built a solid company through the acquisition of several
properties that have a considerable amount of gold, platinum,
chrome, and tin with an estimated value in excess of $5 billion.
We have accepted an offer to be bought out at $.60 a share from a
company that brings a tremendous amount of synergy for Centurion
and the ability to raise capital for new projects.  The Board of
Directors and I are excited about the future opportunities for
Centurion Gold and feel that the value of the Company's mineral
resources is not being recognized in the marketplace and are,
therefore, taking this opportunity to increase our personal
holdings in Centurion Gold," commented Dale Paul, CEO and
Chairman.

Centurion Gold Holdings, Inc., -- http://www.centuriongold.com/--  
is the only South African junior gold mining company publicly
listed in the United States.  The Company is executing a roll-up
strategy acquiring proven mineral assets, "growth through
acquisition;" these assets consist of near revenue stream and
existing low cost production operations with turnaround
opportunities.  Based in South Africa, the Company is ideally
suited to exploit new legislation implemented by the government in
May 2004.  This legislation enforces a "use it or lose it"
strategy, whereby all mining claims must be prospected within a
designated time frame, otherwise, such prospects revert to the
state, thereby creating never before seen opportunities,
particularly for smaller companies like Centurion.


CHESAPEAKE ENERGY: Buying Columbia Natural for $2.2-Bil. in Cash
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) entered into an
agreement to acquire Columbia Natural Resources, LLC, and certain
affiliated entities from Triana Energy Holdings LLC for
$2.2 billion in cash, the assumption of an estimated $75 million
working capital deficit and liabilities related to CNR's prepaid
sales agreement and hedging positions.

"We are excited to announce the acquisition of CNR for several
reasons," Aubrey K. McClendon, Chesapeake's Chief Executive
Officer, said.  "First, we will acquire very significant land and
gas resource inventories to complement our already very large land
and gas resource inventories. CNR's additional 4.1 million net
acres and 2.5 tcfe of 3P reserves will increase Chesapeake's
leasehold and gas resource inventories to 8.2 million net acres
and 13.5 tcfe, respectively. According to rankings published last
week by the Oil & Gas Journal, Chesapeake's pro forma 6.5 tcf of
proved gas reserves will be the third largest in the U.S.,
trailing only those of ExxonMobil and ConocoPhillips.  We believe
this transaction will solidify Chesapeake's position as the
premier gas resource company in the industry.

"Secondly, we are very enthusiastic about moving into the large,
prolific and generally underexplored and unconsolidated
Appalachian Basin," Mr. McClendon added.  "The basin covers over
185,000 square miles (almost three times the size of Oklahoma)
across seven states and has produced more than 46 tcf of gas from
over 400,000 wells. In 2003, the National Petroleum Council
estimated the basin still contained another 9 tcf of proved gas
reserves and an additional 68 tcf of unproved gas reserves. In
addition, much of the basin remains underexplored. Less than 1% of
the 400,000 wells drilled to date have penetrated below 7,500
feet, leaving substantial deeper exploration opportunities
available for Chesapeake to pursue. We believe deep gas
exploration is one of our most important competitive strengths.

"Third, we are also attracted to the value proposition of
producing natural gas at a premium price to NYMEX, rather than for
the steep discount to NYMEX that most other U.S. natural gas sells
for today. Some basis differentials now exceed $4.00 per mmbtu,
creating a very pronounced value advantage for Appalachian Basin
gas production. Including an approximate 14% value upgrade for the
rich BTU content of the gas, we believe prices realized on CNR's
gas production today would be more than $5.00 per mcfe higher than
prices received in most southwestern and western U.S. gas basins,"
Mr. McClendon continued.

                     Asset Acquisition

Through this transaction, Chesapeake anticipates acquiring an
internally estimated 2.5 trillion cubic feet of natural gas
equivalent of proved, probable and possible (3P) reserves,
comprised of 1.1 tcfe of proved reserves and 1.4 tcfe of probable
and possible reserves.  The seller's independent third party
engineering report calculated CNR's 3P reserves to be 3.9 tcfe, or
56% more 3P reserves than Chesapeake will initially recognize.
CNR's current daily net production is approximately 125 million
cubic feet of natural gas equivalent (mmcfe), indicating a proved
reserves-to-production index of 23.0 years and a proved developed
reserves-to-production index of 16.0 years.  The properties are
principally located in West Virginia, Kentucky, Ohio, Pennsylvania
and New York.

After the preliminary allocation of $175 million of the
$2.2 billion purchase price (which excludes negative working
capital and liabilities associated with the assumed prepaid sales
agreement and hedges) to CNR's extensive mid-stream natural gas
assets being acquired (including over 6,500 miles of natural gas
gathering lines) and $500 million to the unevaluated portion of
the 4.1 million net leasehold acres being acquired (3.5 million
net acres in the U.S. and 0.6 million net acres in Canada),
Chesapeake's acquisition cost for the 1.1 tcfe of internally
estimated proved reserves will be approximately $1.45 per thousand
cubic feet of natural gas equivalent (mcfe).  Based on the
company's projected development plan, which includes approximately
$4.1 billion of anticipated future drilling and development costs,
Chesapeake estimates that its all-in cost of acquiring and
developing the 2.5 tcfe of 3P reserves will be approximately
$2.48 per mcfe, exclusive of the negative working capital and
prepaid sales and hedging liabilities to be assumed.

CNR's proved reserves are long-lived, have low production decline
rates (the proved developed producing base is projected to decline
at less than 10% per year), are 99% natural gas, have an average
BTU content of 1,140 and are 70% proved developed.  In addition,
gas sold from the properties generally receives a $0.50 per mmbtu
premium to NYMEX gas prices, compared to basis differential
discounts that currently range up to $4.00 per mmbtu in various
southwestern and western U.S. natural gas supply basins.
Adjusting further for the favorable BTU content, CNR's natural gas
today receives wellhead prices of up to $5.00 per mcfe more than
typical southwestern and western U.S. natural gas production.

On the acquired properties, Chesapeake has identified 1,316 proved
undeveloped locations, 6,286 probable locations and 1,833 possible
locations for a total of 9,435 undrilled locations, or an
estimated drilling inventory of more than 15 years.  By
comparison, the seller's independent reservoir engineers
identified 1,611 PUD locations (22% more than Chesapeake will
initially recognize) and over 14,000 probable and possible
locations (72% more than Chesapeake will initially recognize).

As of June 30, 2005, and pro forma for this acquisition,
Chesapeake will own an internally estimated 13.5 tcfe of proved
and unproved oil and natural gas reserves, comprised of 7.1 tcfe
of proved reserves (which will be 92% natural gas and 100%
onshore) and 6.4 tcfe of unproved reserves.  The company intends
to spend at least $200 million per year for the foreseeable future
in further developing the acquired properties and is budgeting
production growth from the acquired assets of 5-10% per year.

                    Hedging Arrangements

Chesapeake has begun the process of hedging the production it will
acquire from CNR.  The company intends to hedge at least 50% of
CNR's estimated base production through December 2008.  The prices
received from such hedging should significantly exceed the pricing
assumptions used by Chesapeake to value the properties.

As part of the transaction, the company will assume CNR's prepaid
sales agreement and its hedging arrangements.  Chesapeake expects
to record any potential mark-to-market loss on those obligations
as a balance sheet liability when the transaction closes.  The
amount of the mark-to-market loss will be dependent on gas prices
on the day of closing.  For example, using a flat $7.00 NYMEX gas
strip through December 2009, the prepaid sales and hedging
liabilities would be approximately $325 million. Using gas prices
as of Sept. 30, 2005, the prepaid sales and hedging liabilities
would be approximately $775 million.

                     HSR Waiting Period

Chesapeake will soon file its Hart-Scott-Rodino pre-merger
notification form with the Federal Trade Commission.  Satisfaction
of the HSR requirements should occur within 30 days after filing.
Accordingly, the company anticipates closing the transaction no
later than Dec. 15, 2005.  The company intends to finance the
acquisition from cash on hand and by issuing a balanced
combination of senior notes and equity securities.

Triana was formed in 2001 by management and executives of
Metalmark Capital LLC as a Morgan Stanley Capital Partners
portfolio company.  Triana was advised in this transaction by
Morgan Stanley & Co. Incorporated and Credit Suisse First Boston
LLC.

"In addition, we are eager to begin working in a large U.S.
natural gas basin that shares many similarities to our stronghold
in the Mid-Continent, where 59% of our pro forma production is
located," Mr. McClendon said.  "As in the Mid-Continent area seven
years ago, Appalachian Basin asset ownership is very fragmented
and gas production has typically been developed by a large number
of very small private companies, a few mid-sized public
independents and several large pipeline and utility companies.  We
believe that Chesapeake's significant presence in the Barnett,
Woodford, Caney and Fayetteville shale plays, our expertise in
tight sand and horizontal coalbed methane drilling and our
commitment to deep natural gas exploration will enable us to
achieve success in Appalachia."

Henry Harmon, President and CEO of Triana said, "This transaction
underscores the success of combining Triana management's vision
and the longstanding partnership with executives of Metalmark
Capital to create one of the largest gas exploration and
production companies in the Appalachian Basin."

Chesapeake Energy Corporation is the third largest independent
producer of natural gas in the U.S. Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast,
Barnett Shale and Ark-La-Tex regions of the United States.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on independent oil and gas exploration and production
company Chesapeake Energy Corporation to 'BB' from 'BB-', and
affirmed its 'B1' short-term rating.  The outlook was revised to
stable from positive.  Oklahoma City-based Chesapeake has about
$4.3 billion in debt.

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


CHI-CHI'S: Wants Exclusive Period Extended to December 31
---------------------------------------------------------
Chi-Chi's, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware to extend until Dec. 31, 2005, the time within which
it has the exclusive right to file a plan of reorganization.  The
Debtor also asks the Court to extend its exclusive period to
solicit plan acceptances to Mar. 1, 2006.

The Debtor tells the Court that it is in the process of drafting a
series of plans and related disclosure statements satisfactory to
its creditors.  The Debtor seeks the extension in order to
facilitate an orderly, efficient and cost-effective plan process
for the benefit of the creditors.  The Debtor further says that
the additional time requested would enable it to finalize a plan
that will be beneficial to the Debtor's estates and will result in
a more efficient use of the Debtor's assets and resources.

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.


COMPOSITE TECHNOLOGY: Amends $6 Million Financing Agreement
-----------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
amended its agreement to sell $6 million principal amount of
senior convertible notes.  The amended agreement extends the
closing deadline for the sale of the notes to Oct. 13, 2005.  The
parties removed the restriction on the use of proceeds, and have
agreed to set the price of the conversion by 4:00 p.m. (PDT) on
Oct. 7, 2005.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
the notes will bear an interest rate of 6.0% per annum, payable
quarterly to certain institutional accredited investors in a
private placement.  The Notes will be convertible into shares of
the Company's common stock at a conversion price of $1.60 per
share.

The placement of the Notes and Warrants is subject to a hearing
scheduled before Judge John E. Ryan, U.S. Bankruptcy Court, at
10:00 am (PDT) on Oct. 11, 2005, where the Company is seeking
approval of this financing.  The net proceeds of the offering will
be used to pay allowed pre-petition claims and administrative fees
and expenses upon confirmation and consummation of the Company's
plan of reorganization in addition to providing capital for
general operating purposes.

A hearing to consider confirmation of the Company's plan of
reorganization is currently scheduled for Oct. 12, 2005.

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


CONCENTRA OPERATING: Completes $165-Mil. Beech Street Acquisition
-----------------------------------------------------------------
Concentra Operating Corporation completed the previously disclosed
acquisition of Beech Street Corporation in a $165 million cash
transaction.  This acquisition expands Concentra's offerings in
the group health market and enhances its existing lines of service
to the nation's leading health plans, insurers and third-party
administrators.

Based in Lake Forest, California, and with almost 480 employees
nationwide, Beech Street is one of the country's leading preferred
provider organizations.  Established in 1951 as a third-party
administrator for the workers' compensation market, Beech Street
expanded to a full-service PPO for the group health market in 1984
and now has a network that includes more than 400,000 physicians,
over 52,000 ancillary healthcare providers and more than 3,800
acute care hospitals.  Over 600 clients currently rely on the
Beech Street network for health benefits, healthcare management
services, out-of-network cost containment programs and Internet
technology solutions.

                     Credit Refinancing

In connection with the acquisition, Concentra has completed the
refinancing of its senior credit facility, replacing its prior
senior secured indebtedness with a new $675 million senior credit
agreement.  This new agreement is comprised of $525 million in
term debt and a $150 million revolving credit facility.  The
agreement also provides Concentra with a lower rate on its term
borrowings, ranging from LIBOR plus 175 to 200 basis points
depending on the amount of the Company's total indebtedness
relative to Consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization, as defined in the agreement.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is the comprehensive outsource solution for
containing healthcare and disability costs.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services.  Concentra
provides its services to approximately 136,000 employer locations
and 3,700 insurance companies, group health plans, third-party
administrators and other healthcare payors.  The Company has 273
health centers in 34 states and also operates the FOCUS network, a
national workers' compensation provider network that includes
544,000 individual providers and over 4,400 acute-care hospitals
nationwide.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service affirmed the ratings of Concentra
Operating Corporation in conjunction with Concentra's proposed
acquisitions of Beech Street Corporation and Occupational Health
and Rehabilitation Inc.  At the same time, Moody's assigned a
rating of B1 to Concentra's proposed $150 million Revolving Credit
Facility and a $525 million Term Loan B.  Moody's said the ratings
outlook remains stable, although flexibility within the current
rating category has been reduced.


CONCERNTRA OPERATING: Completes Refinancing of Credit Facility
--------------------------------------------------------------
Concentra Operating Corporation's reported that in connection with
the Beech Street Corporation acquisition, the Company has
completed the refinancing of its senior credit facility, replacing
its prior senior secured indebtedness with a new $675 million
senior credit agreement.  This new agreement is comprised of:

    * $525 million in term debt, and
    * a $150 million revolving credit facility.

The agreement also provides Concentra with a lower rate on its
term borrowings, ranging from LIBOR plus 175 to 200 basis points
depending on the amount of the Company's total indebtedness
relative to Consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization, as defined in the agreement.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is the comprehensive outsource solution for
containing healthcare and disability costs.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services.  Concentra
provides its services to approximately 136,000 employer locations
and 3,700 insurance companies, group health plans, third-party
administrators and other healthcare payors.  The Company has 273
health centers in 34 states and also operates the FOCUS network, a
national workers' compensation provider network that includes
544,000 individual providers and over 4,400 acute-care hospitals
nationwide.

At June 30, 2005, Concentra Operating Corporation's balance sheet
showed a $28,842,000 stockholders' deficit, compared to a
$62,866,000 deficit at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service affirmed the ratings of Concentra
Operating Corporation in conjunction with Concentra's proposed
acquisitions of Beech Street Corporation and Occupational Health
and Rehabilitation Inc.  At the same time, Moody's assigned a
rating of B1 to Concentra's proposed $150 million Revolving Credit
Facility and a $525 million Term Loan B.  The ratings outlook
remains stable, although flexibility within the current rating
category has been reduced.

AS reported in the Troubled Company Reporter on Sept. 6, 2005,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to Concentra Operating Corp.'s proposed $150 million
revolving credit facility due in 2010 and $525 million term loan B
due in 2011.  A recovery rating of '2' also was assigned to the
secured loan, indicating the expectation for a substantial (80%-
100%) recovery of principal in the event of a payment default.
Concentra plans to use the proceeds from the $525 million term
loan and $59 million of cash to:

   * refinance $368 million of existing term debt;

   * purchase Beech Street Corporation for $165 million;

   * purchase Occupational Health & Rehabilitation Inc.
     for $49 million; and

   * fund related transaction costs.

Existing ratings on parent company Concentra Inc. and related
entities, including the 'B+' corporate credit rating, were
affirmed.  The outlook is negative.


CREDIT SUISSE: Fitch Assigns BB+ Rating to $10MM Class B-4 Certs.
-----------------------------------------------------------------
CSFB Home Equity pass-through certificates 2005-7 is rated by
Fitch as follows:

     -- $797,500,100 classes 1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4,
        class R, class R-II, and non-offered class P 'AAA';

     -- $36,500,000 class M-1 'AA+';

     -- $33,000,000 class M-2 'AA';

     -- $21,000,000 class M-3 'AA-';

     -- $16,000,000 class M-4 'A+';

     -- $16,500,000 class M-5 'A';

     -- $14,500,000 class M-6 'A-';

     -- $14,500,000 class M-7 'BBB+';

     -- $10,000,000 class B-1 'BBB';

     -- $8,500,000 class B-2 'BBB';

     -- $6,000,000 class B-3 'BBB-';

     -- $10,000,000 144A class B-4 'BB+';

     -- $5,000,000 144A class B-5 'BB'.

The 'AAA' rating on the senior certificates reflects the 20.25%
total credit enhancement provided by the 3.65% class M-1, the
3.30% class M-2, the 2.10% class M-3, the 1.60% class M-4, the
1.65% class M-5, the 1.45% class M-6, the 1.45% class M-7, the
1.00% class B-1, the 0.85% class B-2, the 0.60% class B-3, the
1.00% class B-4, the 0.50% class B-5, and the 1.10% initial
overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure
as well as the primary servicing capabilities of Wells Fargo Bank,
N.A. (rated 'RPS1' by Fitch), Select Portfolio Servicing, Inc.
(rated 'RPS2-' by Fitch), and Ocwen Loan Servicing, LLC. (rated
'RPS2' by Fitch).  U.S. Bank National Association will act as
trustee.

The mortgage pool consists of first lien fixed- and variable-rate
subprime mortgage loans with an initial aggregate principal
balance of $804,692,213. On the closing date, the depositor will
deposit approximately $195,307,886 into a prefunding account.  The
amount in this account will be used to purchase subsequent
mortgage loans after the closing date and on or prior to Dec. 23,
2005.

The group 1 loans have an initial aggregate principal balance of
$251,232,476.  As of the cut-off date, the weighted average loan
rate is approximately 7.27%, and the weighted average FICO is 622.
The weighted average remaining term to maturity is 357 months.
The average cut-off date principal balance of the mortgage loans
is approximately $138,192.  The weighted average original loan-to-
value ratio is 81.7%.  The properties are primarily located in
California (17.4%), Florida (11.4%), Arizona (6.4%), New Jersey
(4.7%), and Virginia (4.2%).

The group 2 loans have an initial aggregate principal balance of
$553,459,737.  As of the cut-off date, the weighted average loan
rate is approximately 7.25%, and the weighted average FICO is 627.
The weighted average remaining term to maturity is 357 months.
The average cut-off date principal balance of the mortgage loans
is approximately $185,104.  The weighted average original loan-to-
value ratio is 80.7%.  The properties are primarily located in
California (23.8%), Florida (14.6%), New York (4.7%), and Georgia
(4.7%).

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


CREDIT SUISSE: Fitch Places Low-B Ratings on Two Cert. Classes
--------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Home Equity
Mortgage Trust 2005-4 is rated by Fitch:

     -- $479,680,300 class A-1, A-2A, A-2B, A-3, and A-4
        certificates 'AAA';

     -- $32,960,000 class M-1 certificate 'AA+';

     -- $33,600,000 class M-2 certificate 'AA';

     -- $12,800,000 class M-3 certificate 'AA-';

     -- $15,040,000 class M-4 certificate 'A+';

     -- $13,120,000 class M-5 certificate 'A';

     -- $10,560,000 class M-6 certificate 'A-';

     -- $11,520,000 class M-7 certificate 'BBB+';

     -- $8,640,000 class M-8 certificate 'BBB';

     -- $5,800,000 class M-9F certificate 'BBB-';

     -- $4,760,000 class M-9A certificate 'BBB-';

     -- $5,120,000 class B-1 144A certificate 'BB+';

     -- $6,400,000 class B-2 144A certificate 'BB'.

The 'AAA' rating on the senior certificates reflects the 28.21%
total credit enhancement provided by the 5.08% class M-1
certificate, the 5.18% class M-2 certificate, the 1.97% class M-3
certificate, the 2.32% class M-4 certificate, the 2.02% class M-5
certificate, the 1.63% class M-6 certificate, the 1.78% class M-7
certificate, the 1.33% class M-8 certificate, the 0.89% class M-9F
certificate, the 0.73% class M-9A certificate, the 0.79% class B-1
144A certificate, the 0.99% class B-2 144A certificate, the 1.35%
initial overcollateralization, and the 3.50% target OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure
as well as the primary servicing capabilities of Wilshire Credit
Corporation, Ocwen Loan Servicing, LLC and IndyMac Bank, F.S.B.

The mortgage pool consists of second lien fixed-rate subprime
mortgage loans with a cut-off date aggregate principal outstanding
balance of $619,379,681.  As of the cut-off date (Sept. 1, 2005),
the weighted average loan rate is approximately 9.68%.  The
weighted average original term to maturity is 259 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $51,487.  The weighted average combined original
loan-to-value ratio is 96.24%, and the weighted average Fair,
Isaac & Co. score is 678.  The properties are primarily located in
California (37.20%), Florida (7.22%), and New York (5.81%).

On the closing date, the depositor will deposit approximately
$29,400,300 into a prefunding account.  The amount in this account
will be used to purchase subsequent mortgage loans after the
closing date and on or prior to Dec. 24, 2005.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


CROWN FINANCIAL: Assigns All Assets for the Benefit of Creditors
----------------------------------------------------------------
Crown Financial Holdings, Inc. (Pink Sheets: CFGI.PK) executed an
Assignment for the Benefit of Creditors under the New Jersey
Business Corporation Act on Oct. 4, 2005.  The Company's Board of
Directors resolved to proceed with the Assignment in light of the
Company's inability to reach the level of financing necessary to
restructure its business operations.

A similar Assignment was executed by the Company's wholly owned
subsidiary, Crown Financial Group, Inc., which has ceased its
operations as a broker-dealer on Feb. 18, 2005.  Thereafter, Group
filed a Uniform Request for Withdrawal from Broker-Dealer
Registration with the Securities and Exchange Commission, the
National Association of Securities Dealers, Inc., and various
jurisdictions on Sept. 30, 2005.

The Assignment is a legally prescribed business liquidation
mechanism under the New Jersey law that is an alternative to a
formal bankruptcy proceeding.  A designated assignee will serve in
a fiduciary capacity in connection with the foregoing Assignment
and will assume his duties effective immediately.  The Assignment
proceeding is effected by the execution of a Deed of Assignment
for the Benefit of Creditors, which transfers all of the Company's
assets to the Assignee to hold custodia legis for the benefit of
creditors.  The Company anticipates that the Deed will be filed
and recorded in and with the Register of Hudson County and the
Surrogate of Hudson County shortly.  The case will be administered
under the jurisdiction of the Superior Court of New Jersey,
Chancery Division, Probate Part, Hudson County.

Under the terms of the Assignment, the Company transferred to the
Assignee, in trust for the benefit of the Company's creditors, all
of its property, including (but not limited to) the Company's
assets, accounts receivable, list of creditors, books and records,
etc.  The Assignee is further required to give public notice by
advertising in a New Jersey newspaper and circulating a notice in
the neighborhood where the creditors reside.  The notice will
inform the creditors that the Assignment has been made and that
all creditor claims must be presented under oath to the Assignee
within 3 months from the date of the Assignment, or be barred.

Under the New Jersey law, the Assignee has the full power and
authority to dispose of all of the Company's property, sue for and
recover in his own name everything belonging to the Company,
compromise and settle all claims, disputes and litigations of the
Company, and review any transfers of the Company's property within
4 months of the assignment for potential preferential payments.

The Company's Quarterly Reports on Form 10-Q for the periods ended
April 30, 2005, and July 31, 2005, are past due and the Company
plans to file those documents as soon as possible.

                     Going Concern Doubt

Marcum & Kliegman LLP expressed substantial doubt about Crown
Financial's ability to continue as a going concern after it
audited the Company's financial statement for the fiscal year
ended Jan. 31, 2005.  The auditing firm points to the Company's
incurred net losses and decreasing stockholders' equity.

In its Annual Report, the Company warned that it may be forced to
seek to liquidate under chapter 7 of the U.S. Bankruptcy Code if
it is unsuccessful in obtaining necessary capital to resume its
business.

Headquartered in Jersey City, New Jersey, Crown Financial
Holdings, Inc., is the parent of its wholly owned subsidiary,
Crown Financial Group, Inc., a registered broker-dealer with the
United States Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.


CWMBS INC: Fitch Puts Low-B Ratings on Two Certificate Classes
--------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-25:

     -- $350.5 million classes A-1 through A-17, PO, and A-R
        certificates (senior certificates) 'AAA';

     -- $8.9 million class M certificates 'AA';

     -- $2.5 million class B-1 certificates 'A';

     -- $1.0 million class B-2 certificates 'BBB';

     -- $730,000 class B-3 certificates 'BB';

     -- $547,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.95%
subordination provided by the 2.45% class M, the 0.70% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.15% 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 (Countrywide
Servicing), 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
$294,833,607 as of the cut-off date, Sept. 1, 2005, secured by
first liens on one- to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 72.38%.  The
weighted average FICO credit score is approximately 740.

Cash-out refinance loans represent 30.76% of the mortgage pool and
second homes 6.57%.  The average loan balance is $541,974.  The
states that represent the largest portion of mortgage loans are
California (39.61%) and Virginia (7.49%).  Subsequent to the cut-
off date, additional loans were purchased prior to the closing
date, Aug. 30, 2005.  The aggregate stated principal balance of
the mortgage loans transferred to the trust fund on the closing
date is $364,997,352.

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

Approximately 99.73% and 0.27% 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.

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.


DELPHI CORP: Hires David Sherbin as New In-House General Counsel
----------------------------------------------------------------
The Board of Directors of Delphi Corp. (NYSE: DPH) named David M.
Sherbin, 46, as vice president and general counsel, effective
immediately.  Mr. Sherbin will become a member of the Delphi
Strategy Board, the company's top policy making group, and will
report to Chairman and CEO Robert S. "Steve" Miller.  Mr. Sherbin
most recently was vice president, general counsel and secretary
for Pulte Homes, Inc., based in Bloomfield Hills, Mich.

                      Special Counsel

Delphi also named Logan G. Robinson as vice president and special
counsel -- restructuring.  He will also remain available to assist
Mr. Sherbin in transitioning his prior responsibilities, however
his primary efforts will be directed toward the company's
restructuring efforts, and he will continue to report to Mr.
Miller.

"We have made it clear over the past few months that it is
essential for Delphi to address our legacy cost issues,
particularly in the United States," Mr. Miller said.  "As
activities increase -- either outside of, or within, a filing
under Chapter 11 protection of the U.S. Bankruptcy Code -- we need
increased support to address the complex legal issues ahead of
us."

Mr. Miller said that Mr. Sherbin was identified following an
in-depth search by an executive recruiting firm.

Prior to joining Pulte, Mr. Sherbin was senior vice president,
general counsel and secretary for Federal Mogul.  He earned a BA
from Oberlin College and a J.D. from the Law School at Cornell
University.

For more information about these executives or Delphi, please
visit http://www.delphi.com/media

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

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


DELTA AIR: Brings In Gibson Dunn as Special Labor Counsel
---------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's approval
to employ Gibson, Dunn & Crutcher LLP as counsel with respect to
labor, corporate matters, ethics and certain litigation issues
that are not related to their Chapter 11 cases.

Gibson Dunn is an international law firm with approximately 800
attorneys that maintains offices in Los Angeles, New York,
Washington D.C., Palo Alto, Dallas, San Francisco, Orange County,
California and Denver, and foreign offices in Paris, Brussels,
London and Munich.

Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that the Debtors have
selected Gibson Dunn because of its extensive experience with
respect to pilot and other labor issues, corporate governance and
ethics, and a wide variety of litigation matters.

Gibson Dunn has represented and advised Delta with respect to
their pilot labor and other employment issues since 1987, and has
advised Delta and its Board of Directors regarding general
corporate and corporate governance issues before the Petition
Date.

In the year prior to the Petition Date, the Debtors made payments
to Gibson Dunn aggregating $2,027,202 on account of services
rendered.

As labor counsel, Gibson Dunn will:

   (a) continue to serve as senior outside counsel to Delta,
       advising on a broad range of legal matters that would come
       to Delta's General Counsel who has just recently retired;

   (b) continue to serve as Delta's chief negotiator in its
       negotiations with the pilots union;

   (c) provide assistance to Paul, Hastings, Janofsky & Walker
       LLP in connection with matters relating to Section 1113 of
       the Bankruptcy Code;

   (d) advise the Debtors in connection with labor relations
       matters generally;

   (e) continue to advise the Debtors and their Board of
       Directors with respect to general corporate and corporate
       governance issues and ethics;

   (f) continue to represent the Debtors and render advice
       regarding certain litigation matters not related to these
       Chapter 11 cases, including in connection with All Direct
       Travel Services, Inc., et al. v. Delta Air Lines, Inc., et
       al., a case on appeal to the U.S. Court of Appeals for the
       Ninth Circuit; and

   (g) perform any other services as the parties may agree.

The professionals of Gibson Dunn expected to have primary
responsibility for providing services to the Debtors and their
hourly rates are:

       Professional       Position    Hourly Rate
       ------------       --------    -----------
       Scott A. Kruse     Partner        $650
       John F. Olson      Partner        $895
       Mark Weber         Partner        $625
       Robert Berry       Associate      $475
       Carol Silberberg   Associate      $395

Aside from hourly fees, Gibson Dunn will charge the Debtors for
reasonable out-of-pocket expenses.

Scott A. Kruse, a member of Gibson Dunn, assures the Court that
the firm is a "disinterested person" pursuant to Sections 101(14)
and 1107 of the Bankruptcy Code.

He discloses that the firm has represented these entities in
matters unrelated to the Debtors:

    a. Aetna, Inc.

    b. The Capital Research and Management Company.

    c. Fidelity Management & Research Company.

    d. New York Life Insurance Company.

    e. Satellite Asset Management.

    f. holders of secured debts, including AXA Financial Inc.,
       Merrill Lynch Capital Corp., Pacific Life Insurance
       Company, Textron Financial Corporation and Boeing Company;

    g. aircraft lenders and lessors, including America N.A., Bank
       of Montreal, Bayerishe Landesbank, Commerzbank, AG,
       Federal National Mortgage Association, Mellon Bank, N.A.,
       Metropolitan Life Insurance Company Inc., Pitney Bowes
       Credit Corporation, The Royal Bank of Scotland, State
       Street, LLC, Tennenbaum Capital Partners, LLC, and
       Northwestern Mutual Life Insurance Company.

He adds that clients of Gibson Dunn that accounted for 1% or more
of Gibson Dunn's revenues during the calendar year 2004 are:

    -- Deloitte Touche,
    -- Merrill Lynch & Company, Inc.,
    -- PricewaterhouseCoopers LLP, and
    -- Lockheed Martin Corporation.

                          *     *     *

Judge Beatty approves the employment of Gibson Dunn 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: Court Okays Continuation of Segregated PFC Accounts
--------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates sought and
obtained, on an interim basis, the U.S. Bankruptcy Court for the
Southern District of New York's authorization to continue to fund,
maintain and manage a separate account, or accounts, for passenger
facility charges.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
explains that the Debtors are required to collect and remit
passenger facility charges to certain airport operators pursuant
to Section 40117 of the United States Transportation Code and
Title 14 of the Code of Federal Regulations.

Delta collects PFCs as tickets are sold on Delta ticket stock for
travel on flights operated by Delta, and Comair, Inc. -- the
Airline Debtors -- and other airlines, through the numerous
channels of ticket sales.  The PFCs collected in one month are
remitted to the applicable airport operators on the last day of
the following month, net of credits and holdbacks allowed by law.

An air carrier that files for protection under Chapter 11 is
required to segregate in a separate account PFC revenue equal to
the carrier's average monthly liability for PFCs collected, and is
not allowed to commingle PFCs with other air carrier revenue.

In line with the requirement, Delta has established two separate
accounts with Citibank, N.A., to be used for the sole purpose of
holding a cash reserve of sufficient value to cover the PFC
remittance liability of Delta and Comair.

As required by Section 40117(m)(3), neither Delta nor any of the
other Debtors has granted, or will grant, any security or other
interest in the funds in the PFC Account to any third party.
Further, it is understood that collected PFCs are held in trust
and are not considered property of the Debtors estates.

Before filing for bankruptcy, Delta deposited $33,257,033 into the
PFC Account, which amount is equal to the Airline Debtors' average
monthly liability for PFCs collected by Delta or any of its agents
for the benefit of the airport operators entitled to such PFC
revenue, net of any credits and holdbacks allowed by law.

In addition, Delta deposited into the PFC Account an amount equal
to one-thirtieth of the Average Monthly PFC Amount multiplied by
the number of days that elapsed between September 1, 2005, and the
day on which Delta deposited the Average Monthly PFC Amount into
the PFC Account.

On each business day thereafter, Delta has deposited and will
deposit the Daily PFC Amount into the PFC Account, and Delta will
deposit into the PFC Account the Daily PFC Amount for each non-
business day on the next succeeding business day.

On the 21st day of each month, Delta will reconcile the PFC
Account by ensuring that the PFC Account balance equals the sum
of:

   (i) Delta's actual PFC remittance obligation to the eligible
       airport operators for PFCs collected during the previous
       month; and

  (ii) 21 days of the Daily PFC Amount deposits.

Delta will recalculate and re-set the Average Monthly PFC Amount
and the Daily PFC Amount annually using the methodology described
in this Motion.

Delta will timely remit the PFCs to the applicable airport
operators entitled to receive the funds from its general cash
account.

After Delta has remitted the previous month's PFC obligation from
its general cash account, Delta will transfer an equal amount from
the PFC Account to the general cash account, adjusted as necessary
to ensure that the balance in the PFC Account does not fall below
the Average Monthly PFC Amount.

As requested by the Federal Aviation Administration, Delta will
provide the FAA, on an ongoing basis, a copy of the quarterly PFC
report prepared by Delta as well as the monthly PFC Account
statements delivered not later than the 5th day of each month.
The PFC Account statements should include opening initial balance;
balance on the first day of the month; the total funds deposited
during the month; and the total funds disbursed during the month.

Mr. Huebner reminds the Court that Delta's proposed procedures for
the maintenance and operation of its PFC Account are consistent
with the procedures that have been adopted by other courts that
have addressed this issue.

He notes that authorizing the establishment of the PFC Account and
the procedures for funding and maintaining the PFC Account will
allow the Debtors to meet their statutory obligations an will
prevent unnecessary litigation in the Debtors' cases.

According to Mr. Huebner, an advance copy of the Debtors' Motion
was provided to the FAA.  He says that the FAA has consented to
the Debtors' request.

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


DELTA AIR: Wants to Enter Into Swap & Other Derivative Contracts
----------------------------------------------------------------
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the Delta Air Lines Inc. and its debtor-affiliates'
business is sensitive to fluctuations in jet fuel prices, interest
rates, and foreign currency exchange rates.  To reduce the risks
associated with these fluctuations, from time to time the Debtors
have entered into derivative contracts, including forward
contracts, swap contracts and option contracts.

A forward contract obligates the purchaser of the contract to
acquire a security or asset on a specified date in the future at a
specified price.  If, on the specified date, the actual price of
the security or asset is higher than the specified price in the
contract, the purchaser will pay less for the asset than if the
purchaser had not entered into the forward contract; if the actual
price is lower than the price specified in the contract, the
purchaser will pay more for the asset by virtue of having entered
into the forward contract than had the purchaser not done so.

A swap contract obligates each party to the contract to exchange
or swap cash flows at specified intervals.  For example, an
interest rate swap contract might obligate one party to pay a cash
flow calculated by the application of a fixed rate of interest on
a hypothetical principal amount, known as a notional amount, while
the other party might be obligated to pay a cash flow calculated
by the application of a floating rate of interest on the same
notional amount.

An option contract provides the purchaser the right, but not the
obligation, to purchase a security, commodity, an amount of a
foreign currency, or an asset at a specified price on a specified
date.

Although the Debtors are not currently a party to any Derivative
Contracts, the Debtors have historically entered into:

(A) Derivative Energy Contracts

       To hedge the risks associated with fluctuations in jet
       fuel prices, the Debtors entered into swap and option
       contracts for West Texas Intermediate Crude Oil, No. 2
       Heating Oil1 and heat crack contracts.  The derivative
       energy contracts typically extend up to
       three years.

(B) Exchange Rate Derivative Contracts

       To manage or reduce the risks associated with fluctuations
       in foreign currency exchange rates, the Debtors entered
       into forward contracts and option contracts related to the
       value of the U.S. dollar relative to the Japanese yen,
       euro, British pound, Canadian dollar and Mexican peso.
       The exchange rate derivative contracts typically extend up
       to one year.

(C) Interest Rate Derivative Contracts.

       The Debtors entered into Derivative Contracts to minimize
       the effects of changes in interest rates on their
       business.

       Collateral Obligations Under Derivative Contracts

Under certain circumstances, the Debtors are required by
counterparties to secure their obligations under the Derivative
Contracts by pledging assets to counterparties where the Debtors
obligations to the counterparty under outstanding Derivative
Contracts exceed a predetermined threshold.

Where the counterparties require that the Debtors post collateral
or margin, the Debtors are required to enter into a contract that
secures their obligations to pay under the Derivatives Contracts.

          Entry of Derivative Contracts Postpetition

Recognizing the unique status derivative contracts in the
financial and commodity markets, Mr. Huebner notes that Congress
added to the Bankruptcy Code safe-harbor provisions and protection
to:

   (a) allow a nondebtor party to terminate, liquidate, and
       apply collateral held under a derivative contract upon a
       bankruptcy filing, notwithstanding Section 365(e)(1) of
       the Bankruptcy Code;

   (b) protect prepetition payments made under a derivative
       contract by a debtor to a nondebtor party from the
       avoidance powers of a trustee or debtor-in-possession; and

   (c) permit a nondebtor party to set off mutual debts and
       claims against a debtor under a Derivative Contract
       without obtaining relief from the automatic stay.

                     Termination Payments

The Derivative Contracts are documented in the form of master
agreements; confirmations issued under general terms and
conditions; enabling agreements; or single transaction agreements.

Under the transaction agreements, proper termination upon the
commencement of a bankruptcy case is typically accomplished by:

   (a) both parties ceasing all further performance under the
       transactions,

   (b) the non-defaulting party determining the amounts payable
       by each party to the other party at the time of
       termination, and

   (c) the netting of the amounts due to and from each party
       under individual transactions, thereby reaching a net
       settlement amount payable by one party to the other.

Under many transaction agreements, a termination payment would be
payable by either the defaulting party or the non-defaulting
party.  Thus, termination could, and often will, result in a net
payment to the Debtors.

These "in the money" agreements, where an embedded net amount due
to the Debtors is present, constitute significant assets of the
Debtors' estates, Mr. Huebner tells Judge Beatty.

         Debtors Want to Enter into Derivative Contracts

Although the Debtors believe that entering into the Derivative
Contracts postpetition is within the ordinary course of their
business, they are concerned that counterparties may be unwilling
to do business with them absent specific authorization from the
Bankruptcy Court for the transactions.

Out of an abundance of caution, the Debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to
determine that Derivative Contracts are ordinary course
transactions within the meaning of Section 363(c)(1) of the
Bankruptcy Code, or, in the alternative, allow the Debtors to
continue entering into Derivative Contracts pursuant to Section
363(b)(1).

Mr. Huebner notes that, given the confidential and immediate
nature of entering into Derivative Contracts, it is impractical to
require the Debtors to seek separate approval of each Derivative
Contract.

The Debtors are also concerned that without the express authority
to pledge collateral under certain Derivative Contracts,
counterparties may refuse to enter into the Derivative Contracts.
Accordingly, the Debtors request the express authority to pledge
collateral under Derivative Contracts.

Mr. Huebner points out that the posting of collateral will not
result in any net loss to the Debtors.  The counterparties will
realize on their collateral only if the Debtors owe the
counterparties money.

The Debtors will owe money to counterparties for the Derivative
Contracts, and the collateral that has been posted will be at
risk, only when the prices of jet fuel, interest rates or foreign
currency exchange rates, as the case may be, become favorable to a
counterparty.  In these situations, although the Debtors may owe
money on account of the Contracts, the Debtors' businesses will
have benefited from the favorable prices of the jet fuel, interest
rates and foreign currency exchange rates.

The Debtors believe that any Derivative Contracts entered into
postpetition could be enforced against them in accordance with
their terms.  Nevertheless the Debtors wish to make this clear to
counterparties and request that the automatic stay be modified
pursuant to Sections 105 and 362(d)(1) of the Bankruptcy Code, to
the extent necessary, to assure counterparties of their ongoing
ability to enforce their contractual and legal rights and remedies
against the Debtors pursuant to the terms of any derivatives
contracts and applicable non-bankruptcy law.

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)


DEX MEDIA: R.H. Donnelly Buying Co. for $4.2-Bil Cash & Stock Deal
------------------------------------------------------------------
R.H. Donnelly Corporation inked a definitive pact to buy Dex
Media, Inc., for $4.2 billion in cash and stock.

Carlyle Group and Welsh Carson Anderson & Stowe, which own 52% of
Dex Media, and other Dex shareholders will receive $12.30 in cash
and 0.24154 of a share in Donnelley share for each Dex share they
own.  That amounts to about $27.58 per share.  In the aggregate,
current Dex shareholders will receive approximately $1.85 billion
in cash and 36.4 million Donnelly shares.  Donnelly will also
assume Dex's net debt outstanding, expected to be approximately
$5.3 billion at year-end 2005.

The combined company will be the third largest print and Internet
directory publisher in the United States with pro forma annual
revenues of over $2.7 billion.  The company will operate
coast-to-coast across 28 states with over 600 directories having a
total circulation of 73 million, serving over 650,000 local and
national advertisers.

                           Other Terms

Donnelly has also agreed to repurchase the remaining outstanding
convertible preferred stock issued upon completion of the Sprint
Publishing and Advertising acquisition in January 2003 and held by
investment partnerships affiliated with The Goldman Sachs Group,
Inc., for approximately $337 million including accrued dividends.
The preferred shares were convertible into approximately
5.2 million Donnelly common shares as of September 30, 2005.  The
Goldman Sachs affiliates have agreed to vote in favor of the
transaction and their warrants will remain outstanding.

Upon completion of the transaction, current Donnelly and Dex
shareholders will own approximately 47% and 53% of the combined
company.  The transaction is subject to approval from each
company's shareholders, regulatory approval and other closing
conditions and is expected to close in the first quarter of 2006.

Donnelly and Dex will appoint 7 and 6 directors to the 13-member
board.  Both Carlyle and Welsh, Carson, Anderson & Stowe, who
collectively own 52% of Dex, have agreed to vote in favor of the
transaction and will each appoint 1 of the Dex appointees to the
board.

                Name, Headquarters and Management

The combined company, to be named R.H. Donnelley Corporation, will
be traded on the NYSE under the ticker symbol RHD and will
continue to be headquartered in Cary, North Carolina.  The
combined company will be led by Dave Swanson as Chief Executive
Officer, Peter McDonald as Chief Operating Officer and Steve
Blondy as Chief Financial Officer.  George Burnett will serve as
Chairman of the Board of Directors.

                            Financing

J.P. Morgan Securities Inc. has provided commitments for
approximately $10.4 billion for both the new financing and to
support certain existing debt in the event any existing debt is
refinanced.

                      About R.H. Donnelley

R.H. Donnelley Corporation -- http://www.rhd.com/-- is a leading
Yellow Pages publisher and Directional Media company.  Donnelly
publishes directories with total distribution of approximately
28 million serving approximately 260,000 local and national
advertisers in 19 states.  Donnelly publishes directories under
the Sprint Yellow Pages(R) brand in 18 states with total
distribution of approximately 18 million serving approximately
160,000 local and national advertisers, with major markets
including Las Vegas, Nevada, and Orlando and Ft. Myers, Florida.
In addition, Donnelly publishes directories under the SBC Yellow
Pages brand in Illinois and Northwest Indiana with total
distribution of approximately 10 million serving approximately
100,000 local and national advertisers.  Donnelly also offers
online city guides and search websites in its major Sprint Yellow
Pages markets under the Best Red Yellow Pages(R) brand at
http://www.bestredyp.com/and in the Chicago area at
http://www.chicagolandyp.com/

                         About Dex Media

Dex Media, Inc., is the exclusive publisher of the official White
and Yellow Pages for Qwest Communications International Inc.  In
2004, the company published 44.5 million copies of 269 directories
in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska,
New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington
and Wyoming.  In addition to connecting advertisers and consumers
through its print and CD-ROM directories, Dex Media provides fully
searchable advertising on DexOnline.com(TM), the most used
Internet Yellow Pages in Dex Media's 14-state region, according to
market research firm comScore

                         *     *     *

As reported in the Troubled Company Reporter today, Fitch Ratings
has placed all of the ratings of Dex Media Inc. and its
subsidiaries, Dex Media East LLC and Dex Media West LLC, on
Rating Watch Negative.  The rating action affects approximately
$5.5 billion of outstanding debt at June 30, 2005.

The rating action reflects the announcement that R.H. Donnelly has
entered into a definitive agreement to acquire Dex for
approximately $4.2 billion as well as the assumption of
outstanding debt of Dex and its subsidiaries.

Fitch has placed these ratings on Rating Watch Negative:

   Dex Media, Inc.

     -- Issuer default rating (IDR) 'B';
     -- $500 million 8% notes due 2013 'CCC';
     -- $750 million 9% discount notes due 2013 'CCC'.

   Dex Media East, LLC

     -- IDR 'B';

     -- $1.1 billion senior secured credit facility 'BB';

     -- $450 million 9.875% senior unsecured notes due 2009 'BB-';

     -- $525 million 12.125% senior subordinated notes due 2012
        'B-'.

   Dex Media West, LLC

     -- IDR 'B';

     -- $2.1 billion senior secured credit facility 'BB';

     -- $385 million 8.5% senior unsecured notes due 2010 'B';

     -- $300 million 5.875% senior unsecured notes due 2010 'B';

     -- $780 million 9.875% senior subordinated notes due 2013
        'CCC+'.


DEX MEDIA: Donnelly Purchase Cues Fitch's Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed all of the ratings of Dex Media Inc. and
its subsidiaries, Dex Media East LLC and Dex Media West LLC, on
Rating Watch Negative.  The rating action affects approximately
$5.5 billion of outstanding debt at June 30, 2005.

The rating action reflects the announcement that R.H. Donnelly has
entered into a definitive agreement to acquire Dex for
approximately $4.2 billion as well as the assumption of
outstanding debt of Dex and its subsidiaries.

Debt is expected to increase at the combined company by $2.3
billion to fund the cash portion of the transaction, as well as
redeem all of the outstanding Goldman Sachs preferred stock,
increasing leverage as defined as total debt to operating EBITDA
to approximately 7.0 times (x).  The transaction is expected to
close in the first quarter of 2006.

Management has stated that free cash flow in the newly formed
entity will be predominantly dedicated to debt reduction targeting
a leverage ratio of 5.5x in 2008.  While the above transaction
pressures the company's compliance with covenants in both bank
facilities and bond indentures, the company has obtained a $10.4
billion back stop facility from JP Morgan in the event of such
violation.

Resolution of Fitch's Rating Watch will be determined by an
evaluation of the combined company's long-term fiscal policies,
including debt reduction plans and dividend policies, in addition
to operating efficiencies and integration plans.  The financial
risk associated with the high projected debt levels will be
balanced against the company's expanded scale, enhanced geographic
and customer diversity, and an evaluation of its strategies to
compete with online competitors.

Fitch has placed these ratings on Rating Watch Negative:

   Dex Media, Inc.

     -- Issuer default rating (IDR) 'B';
     -- $500 million 8% notes due 2013 'CCC';
     -- $750 million 9% discount notes due 2013 'CCC'.

   Dex Media East, LLC

     -- IDR 'B';

     -- $1.1 billion senior secured credit facility 'BB';

     -- $450 million 9.875% senior unsecured notes due 2009 'BB-';

     -- $525 million 12.125% senior subordinated notes due 2012
        'B-'.

   Dex Media West, LLC

     -- IDR 'B';

     -- $2.1 billion senior secured credit facility 'BB';

     -- $385 million 8.5% senior unsecured notes due 2010 'B';

     -- $300 million 5.875% senior unsecured notes due 2010 'B';

     -- $780 million 9.875% senior subordinated notes due 2013
        'CCC+'.


EASTMAN KODAK: S&P Lowers Corporate Credit Rating to BB- from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its debt ratings on
Eastman Kodak Co.  The corporate credit rating was lowered to
'BB-' from 'BB'.  All ratings, with the exception of the '2'
recovery rating on the company's proposed $2.5 billion-$2.7
billion secured bank loan (indicating the expectation for
substantial {80%-100%} recovery of principal in the event of a
payment default), remain on CreditWatch with negative
implications, pending the satisfactory closing of the bank loan
deal.

The ratings were placed on CreditWatch July 21, 2005.  As of
June 30, 2005, the Rochester, New York-based imaging company had
$3.7 billion in debt.

"The downgrade reflects increased concern about Kodak's
profitability and cash flow, as well as its continued difficulty
in forecasting results, amid the transition of its businesses to
digital technologies and broad economic uncertainty," explained
Standard & Poor's credit analyst Steve Wilkinson.

On September 28, the company announced:

   * that its digital profitability may fall well short of the
     target it reiterated on July 21, despite faster revenue
     growth;

   * that its digital health imaging results remain weak; and

   * that its free cash flow, including asset sales, is expected
     to be at the low end of its forecast, notwithstanding its
     expectation for significant asset sales by year-end.

Earnings and cash flow visibility for the company is low partly
because of the rapid deterioration of its core consumer imaging
businesses and uncertainty about consumer spending trends in the
U.S. due to high oil prices and economic concerns.  In addition,
earnings trends of Kodak's digital businesses are subject to the:

   * emerging nature of these markets,
   * intense competition, and
   * low digital output levels.

Kodak's debt levels and leverage are elevated following $1.8
billion in gross acquisitions in the second quarter, which
completed the aggressive $3 billion acquisition strategy that
Kodak launched in September 2003.  Lease-adjusted leverage at June
30, 2005 was 2.7x, or 4.5x when including the company's large,
unfunded postretirement obligations on an after-tax basis.

Resolution of the CreditWatch listing will follow completion of
the company's proposed bank facility.  The ratings are vulnerable
to a further one-notch downgrade if Kodak does not complete the
deal, or if it appears that the company's cushion of covenant
compliance will not be sufficient to accommodate the company's
earnings and cash flow weakness.


EMMIS COMMS: Moody's Affirms $144 Mil. Pref. Stock's Junk Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of Emmis
Communications Corporation and its wholly-owned subsidiary, Emmis
Operating Company, and changed the outlook to positive following
the company's announcement that it has signed definitive
agreements to sell four additional television stations
(representing approximately 20% of YE 2005 station operating
income) for $259 million.

Additionally, on September 26th Emmis announced it has signed a
definitive agreement with Radio One to sell the assets of WRDA-FM
in St. Louis for $20 million.  Moody's anticipates initiating a
review for upgrade once the timing and resolution of regulatory
reviews become more certain.

As of August 31, 2005, leverage (as measured as total debt-to-
EBITDA) was high at 7.8 times as a result of the incremental debt
that was taken on to finance Emmis' $395 million share repurchase
announced earlier in the year.  The change in outlook is prompted
by Moody's expectation that Emmis will use these sizeable proceeds
from the announced asset sales (totaling about $960 million year-
to-date) to significantly reduce leverage from current levels.
Pro forma for the latest transaction, Emmis will have only three
remaining television stations for sale, including its attractive,
Orlando, Florida asset.  The positive outlook incorporates Moody's
belief that leverage levels will also benefit from the anticipated
divestiture of these remaining stations.  It is likely that upon
consideration of all pending asset sales and the ultimate sale of
the remaining television properties, total leverage will be
reduced to below 5 times.

The review for possible upgrade would focus on the company's final
capital structure and the extent to which Emmis uses these
proceeds to reduce debt instead of reinvesting those funds into
other strategic assets or making other discretionary expenditures.
In addition, it is Moody's expectation that the company's recently
announced intention to acquire the Washington Nationals from Major
League Baseball will not in any way distract from Emmis' ability
to successfully operate its remaining portfolio of radio stations.
Moody's also affirmed Emmis' SGL-3 speculative grade liquidity
rating.

Moody's affirmed these ratings:

Emmis Operating Company:

   * Ba2 rating on its senior secured credit facilities; and

   * B2 rating on its $375 million of senior subordinated notes
     due 2012.

Emmis Communications Corporation:

   * B3 rating on the $350 million senior unsecured floating rate
     notes due 2012,

   * B3 rating on the 12.5% senior discount notes due 2011;

   * Caa1 rating on the $143.8 million of cumulative convertible
     preferred stock;

   * Ba3 corporate family rating; and

   * SGL-3 rating.

The outlook is now positive.

The affirmation of the SGL-3 rating reflects Moody's expectations
that in the near-term Emmis will have limited cushion under its
revolving credit facility as a result of the earlier financing for
the $395 million stock repurchase.  Moody's expects the
speculative grade liquidity rating to experience positive
momentum, upon the closing of the company's planned asset
divestitures, to the extent that the company applies the proceeds
to debt reduction.

If, in the interim, the company were to use its limited
availability under its revolver to facilitate its recent
announcement concerning the possible acquisition of the Washington
Nationals from Major League Baseball, the speculative grade
liquidity rating, most likely, would remain unchanged given the
expected continuation of strong free cash flow from its existing
media operations.

Emmis Communications Corporation is headquartered in Indianapolis,
Indiana and is a diversified media company comprised of:

   * radio and television stations, and
   * magazine publishing assets.


ENTERGY NEW ORLEANS: Court Allows Payment of Employee Obligations
-----------------------------------------------------------------
Entergy New Orleans, Inc., wants to satisfy its prepetition
employee obligations.  Specifically, the Debtor seeks the U.S.
Bankruptcy Court for the Eastern District of Louisiana's
authority to pay about:

    a) $2,000,000 for accrued wage claims;
    b) $175,000 for accrued employment benefit claims; and
    c) $1,350,000 for accrued employment-related tax claims.

The Debtor's employees are paid biweekly, in arrears.  The
payroll includes earned wages, salaries, variable compensation,
vacation pay, sick and other paid leave.  The gross amount of the
Debtor's payroll as of September 16, 2005 was $1,945,539, of
which $651,833 was for overtime.  The gross amount of the
Debtor's payroll as of September 2, 2005, was $1,077,749, of
which $92,965 was for overtime.

The approximate monthly amount paid to the Debtor's hourly
employees is $1,453,670 in base salary and $744,808 in overtime,
while the approximate monthly amount paid to the Debtor's
salaried employees is $824,809.

"The [payment] will both minimize the personal hardship that the
Employees may suffer, and maintain the Employees' morale at this
critical Post-Katrina recovery period," R. Patrick Vance, Esq.,
at Jones, Walker, Waetchter, Poitevent, Carrere & Denegre,
L.L.C., in Baton Rouge, Louisiana, says.

In addition, Mr. Vance states that the continued support and
enthusiasm of the Employees is essential to both the Debtor's
recovery operations and successful reorganization.

To the extent prepetition checks for Accrued Employment Claims
are dishonored, the Debtor further seeks the Court's authority to
reissue postpetition checks in the amounts owed.

                       *     *     *

The Court authorizes the Debtor to pay the Accrued Employee
Claims and reimburse the Employees of their out-of-pocket
expenses.

With regards to the issuance of checks, the Court directs
JPMorgan Chase Bank, as successor by merger to Bank One, to honor
all checks presented for the payment of the Debtor's payroll.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Files Amended List of 20 Largest Creditors
---------------------------------------------------------------
Entergy New Orleans, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Louisiana an amended list of creditors
holding the 20 largest unsecured claims:

    Entity                     Nature of Claim      Claim Amount
    ------                     ---------------      ------------
Atmost Energy Marketing LLC   Gas Purchases         $19,458,006
11251 Northwest Freeway
Houston, TX 77092

Bridgeline Gas Marketing      Gas Purchases         $11,145,910
333 Clay Street, #1150
Houston, TX 77002

System Energy Resources, Inc. Capacity and           $6,359,121
Echelon One                   and Energy
1340 Echelon Parkway,         under Purchase
Jackson, MS 39213             Agreement

Entergy Arkansas, Inc.        Capacity and Energy    $4,496,719
10055 Grogan's Mill Road #300 under Purchase
Spring, TX 77380              Agreement

EWO Marketing, LP             Capacity and Energy    $4,455,519
20 East Greenway Plaza, #1025 under Purchase
Houston, TX 77046             Agreement

Western Gas Resources Inc.    Gas Purchases          $4,146,326
12200 N. Pecos St.
Denver, CO 80234

Magnus Energy Marketing, Ltd. Gas Purchases          $3,667,731
2805 North Dallas Tollway
#640 Plano, TX 75093

Entergy Gulf States, Inc.     Capacity and Energy    $3,649,669
10055 Grogan's Mill Road #300 under Purchase
Spring, TX 77380              Agreement

NRG Power Marketing, Inc.     Electricity            $3,432,780
901 Marquette Ave. #2500      Purchase
Minneapolis, MN 55402

Coral Energy, LP              Gas Purchases          $1,856,825
909 Fannin Street, #700
Houston, TX 77010

Entergy Power, Inc.           Capacity and Energy    $1,421,923
20 East Greenway Plaza  #1025 under Purchase
Houston, TX 77046             Agreement

Enbridge Marketing US, LP     Gas Purchases            $871,735
1100 Louisiana, #3300
Houston, TX 77002

Coral Power, LLC              Electricity              $788,737
909 Fannin                    Purchases
Plaza Level 1
Houston, TX 77010

The Cincinnati Gas &          Electricity              $528,768
Electric Company              Purchases
1100 Louisiana #4900
Houston, TX 77002

Apache Corp.                  Gas Purchases            $457,394
10370 Richmond Ave., #700
Houston, TX 77042

Bridgeline Holdings, LP       Gas Transportation       $449,153
333 Clay Street, #1150        Services
Houston, TX 77002

SUEZ Energy Marketing         Electricity              $430,672
NA, Inc.                      Purchases
1990 Post Oak Blvd., #1900
Houston, TX 77027

Exelon Generation Co., LLC    Electricity              $344,458
300 Exelon Way                Purchases
Kenneth Square, PA 19348

AEP Energy Services, Inc.     Electricity              $282,576
4th Floor                     Purchases
P.O. Box 16036
Columbus, OH 43216

Union Power Partners, LP      Electricity              $252,134
702 N. Franklin St., Plaza 8  Purchases
Tampa, FL 33602

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Jones Walker Approved as Chapter 11 Counsel
----------------------------------------------------------------
Entergy New Orleans, Inc., sought and obtained the U.S. Bankruptcy
Court for the Eastern District of Louisiana's approval, on an
interim basis, to employ Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.C., as counsel in its Chapter 11 case
effective as of the Petition Date.

Jones Walker is expected to perform legal services that will be
necessary during the Debtor's Chapter 11 case.  The Debtor
believes that firm has substantial expertise and experience in
both restructuring and bankruptcy matters.

According to R. Patrick Vance, Esq., a member of the firm, the
partners, associates, and counsel of Jones Walker do not
represent or hold any interest adverse to the Debtor.  "Jones
Walker is a 'disinterested person' as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code," Mr. Vance asserts.

Mr. Vance discloses that due to the size and diversity of Jones
Walker's practice, it may have represented or otherwise dealt
with, or may now be representing or otherwise dealing with,
certain entities or persons who are or may consider themselves to
be creditors, equity security holders, or parties interested in
the Debtor's Chapter 11 case.

The Jones Walker professionals who will be involved in the
Debtor's Chapter 11 case and their hourly rates are:

       Professional                 Hourly Rate
       ------------                 -----------
       R. Patrick Vance, Esq.          $325
       Elizabeth Futrell, Esq.         $325
       Nan Roberts Eitel, Esq.         $285
       Tara Richard, Esq.              $220
       Dionne Rousseau, Esq.           $285
       Edward Bergin, Esq.             $325
       Incidental attorneys         $180 - $325
       Paraprofessionals             $90 - $120

Mr. Vance discloses that the firm received a $100,000 retainer
from the Debtor.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FALCONBRIDGE LTD: Offers Settlement Package to Workers' Union
-------------------------------------------------------------
Falconbridge Limited (TSX:FAL.LV) (NYSE:FAL) reported that its
Kidd Metallurgical Division and National Automobile, Aerospace,
Transportation And General Workers of Canada Local 599 were unable
to agree to the terms for a new collective agreement.  As a
result, CAW Local 599 has initiated work action against the
company.  The existing collective agreement expired at midnight,
September 30, 2005.

The company made an Offer of Settlement to the Union.

Falconbridge's offer contained both wage increases and a number of
changes in language that responded to a number of the Union
demands, including:

   * a commitment to ensure that no flex benefits would be
     introduced over the course of the agreement.  Further, a
     commitment was made to maintain benefits at rates currently
     in effect;

   * a commitment was made to form joint committees for each
     operating area of the plant to meet quarterly and discuss the
     use of contractors on working crews, in order to reduce use
     of contractors;

   * a commitment to the Union's proposal to post jobs for junior
     positions.

   * the monetary offer included a cost of living roll-in of
     $0.34, wage increases of 2%, 1%, 1% over the course of the
     contract, with a cost of living allowance in the third year.
     Further, a $1,000 signing bonus was offered to Union members.

A full-text copy of the Company's offer of settlement is available
for free at http://ResearchArchives.com/t/s?219

Contingency plans relating to Kidd Metallurgical operations are
being implemented.  These plans include idling the copper smelter
and refinery, the zinc plant and the mill.

No plans have been made with regard to further discussions.

Falconbridge Limited -- http://www.falconbridge.com/-- is a
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
mining deposits.  It employs 14,500 people at its operations and
offices in 18 countries.  Falconbridge's common shares are listed
on the New York Stock Exchange (FAL) and the Toronto Stock
Exchange (FAL.LV).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 3, 2004,
Standard & Poor's Ratings Services assigned its 'BB' global scale
and 'P-3' Canadian national scale ratings to diversified metal and
mining company Falconbridge Ltd.'s C$78 million par value
cumulative preferred shares series 3.  At the same time, all other
ratings on Falconbridge, including the 'BBB-' corporate credit
rating, were affirmed.

At the same time, Standard & Poor's assigned its 'BB' rating to
Toronto, Ontario-based Noranda's proposed US$1.25 billion junior
preferred shares.


FEDDERS CORPORATION: Reports $30.1 Million Net Loss in 2004
-----------------------------------------------------------
Fedders Corporation delivered its delayed annual report on Form
10-K for the year ending December 31, 2004, to the Securities and
Exchange Commission on September 30, 2005.

Net sales for the year ended December 31, 2004, of $413.0 million
decreased 3.5% from sales of $428.0 million for the year ended
December 31, 2003.

Gross profit declined to $60.2 million, or 14.6% of net sales, in
the year ended December 31, 2004, compared to $91.2 million, or
21.3% of net sales in 2003.

Selling, general and administrative expenses for the year ended
December 31, 2004 were $74.8 million, or 18.1% of net sales,
compared to $66.8 million, or 15.6% of net sales in 2003.

Operating loss for the year ended December 31, 2004 was
$13.7 million, or 3.3% of net sales, compared to operating profit
of $25.2 million, or 5.9% of net sales, in 2003.

Net interest expense increased in 2004 to $20.1 million, or 4.9%
of net sales, compared to $18.6 million, or 4.3% of net sales, in
2003.

A loss on debt extinguishment of $8.1 million was recorded during
the year ended December 31, 2004, in connection with the
extinguishment of the Company's ten-year notes and the issuance of
new ten-year notes due March 2014.

Net loss applicable to common stockholders in 2004 was
$30.1 million.  Net income applicable to common stockholders in
the year ended December 31, 2003 was $3.2 million.

As of December 31, 2004, the Company's balance sheet reflected a
$402,197,000 in assets and $343,991,000 in debts.  As of
December 31, 2004, the Company's equity narrowed to $58,206,000
from a $62,950,000 equity at December 31, 2003.

                     Default on Senior Debts

On June 24, 2005, the Company defaulted on the covenant in Senior
Notes Indenture requiring the Company to file a Form 10-K for the
year ended December 31, 2004.  This delay in filing the Form 10-K
also resulted in a default under our agreement with Wachovia Bank,
NA.

On September 13, 2005, the Company received the written consent
from holders of a majority in aggregate principal amount of the
outstanding Senior Notes under the Indenture waiving the default
in performance of this covenant and consenting to the adoption of
the First Supplemental Indenture and Waiver, dated September 13,
2005.

By the terms of the waiver, the Company must file its Form 10-K on
or before September 30, 2005 and Forms 10-Q for the first and
second quarters of 2005 on or before November 30, 2005.  The
Company currently expects to file these reports by such date.

The Company reported a $1,019,000 net loss on $29,000 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $376,000 in total assets and a
$12,998,000 stockholders deficit.  The notes to the Company's
financial statements indicate (i) there's doubt about the
company's ability to continue as a going concern, and (ii) that
the company is in breach of a significant majority of its
outstanding notes payable.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?215

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                     *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.  S&P said the outlook remains negative.


FINOVA GROUP: Paying Sr. Sec. Noteholders $2.97-Bil on Nov. 15
--------------------------------------------------------------
Philip A. Donnelly, The FINOVA Group Inc.'s Senior Vice President,
General Counsel & Secretary, informed the Securities and Exchange
Commission that the Company will make partial principal prepayment
on November 15, 2005, to holders of record as of 5:00 p.m., New
York City time, on November 7, 2005, on its 7.5% Senior Secured
Notes Due 2009 with Contingent Interest Due 2016.

The partial principal prepayment is $29,679,490.  The Prepayment
Date is also an Interest Payment date, so interest is scheduled to
be paid on all Notes through the day preceding the Prepayment
Date.

On October 3, 2005, FINOVA advised The Bank of New York, the
Trustee of the Notes, that it would make the partial prepayment.
Including the November prepayment, FINOVA will have prepaid 43% of
the $2,967,949,000 principal amount outstanding as of
December 31, 2003.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

At June 30, 2005, FINOVA Group's consolidated balance sheet showed
$531.4 million in stockholders' deficit.


FIRST BANCORP: Fitch Maintains Rating Watch Negative
----------------------------------------------------
Fitch Ratings has lowered the ratings of First Bancorp and its
subsidiary FirstBank Puerto Rico, and maintains the ratings on
Rating Watch Negative following the announcement of the departure
of its president and CEO, and the CFO.

On Sept. 30, 2005, FBP announced that Angel Alvarez Perez,
president and chief executive officer, will retire, and that Annie
Astor-Carbonell, chief financial officer, has resigned.  The
departure of the senior executives follows the disclosure of an
informal investigation by the SEC to review the accounting for
purchased mortgage loans.  Luis Beauchamp will become president
and chief executive officer, Aurelio Aleman will become chief
operating officer, and Luis Cabrera will be appointed interim
chief financial officer.

Fitch takes comfort from the individuals' history and experience
with FBP and the belief that their knowledge will help mitigate
significant disruption at the company.  At the same time, Fitch
believes that the departure of the two key senior executives
increases uncertainty as to the company's ongoing management and
strategy during and beyond the conclusion of the investigation.
Furthermore, while the investigation remains ongoing, and the
scope of the review and potential magnitude of a financial
adjustment seem limited, Fitch is concerned that both may expand.

FBP is well capitalized as dictated by regulatory thresholds, with
Tier 1 and total risk-based capital at 12.33% and 13.62%,
respectively, and Tier 1 leverage at 8.91% at March 31, 2005.
However, tangible capital at 3.9% is low for the rating category.
Capital ratios could also be negatively affected by the financial
review and is a concern.

The rating and Rating Watch Negative will be evaluated following
Fitch's review with management of any restated financials, impact
to capitalization levels, liquidity analysis, and future asset
growth in conjunction with funding and capitalization, including
tangible capital.

These ratings are downgraded:

   First Bancorp

     -- Long-term issuer to 'BBB-' from 'BBB';
     -- Short-term issuer to 'F3' from 'F2';
     -- Individual to 'C' from 'B/C'.

   FirstBank Puerto Rico

     -- Long-term issuer to 'BBB-' from 'BBB';
     -- Subordinated debt to 'BB+' from 'BBB-';
     -- Long-term deposit obligations to 'BBB' from 'BBB+';
     -- Short-term to 'F3' from F2';
     -- Individual to 'C' from 'B/C'.

   First BanCorp and FirstBank Puerto Rico:

     -- Support '5'.


FIRSTBANK P.R.: Moody's Lowers Financial Strength Rating to D+
--------------------------------------------------------------
Moody's Investors Service downgraded the long and short term
deposit and financial strength ratings of FirstBank Puerto Rico to
Baa3 from Baa1, to Prime-3 from Prime-2 and to D+ from C-,
respectively.  The ratings remain under review for further
possible downgrade.  According to Moody's, the rating action was
prompted by the sudden and unexplained resignations of the CEO and
CFO from their management positions at First BanCorp.  First
BanCorp is the parent of FirstBank Puerto Rico.

Moody's said that the lack of detail around these senior
management departures leaves unanswered questions about accounting
and controls.  The rating agency stated that First BanCorp has yet
to file its second quarter 2005 10Q report.  On August 29, 2005,
Moody's had placed the bank's ratings under review for possible
downgrade because of the delay in the parent company's filing of
its second quarter report and the potential for restatements of
previously issued financial reports.

The SEC is conducting an informal inquiry on the accounting for
purchases of mortgage loans.  The audit committee of First
BanCorp's board has engaged an outside law firm, Clifford Chance
US LLP, and forensic accountants to review the background and
accounting for such loan purchases.  The findings of this
investigation have not been disclosed.

As a part of the continuing ratings review, Moody's will consider
trends in the liquidity profile of the bank and holding company
which has become a more important issue following the change in
management.  The bank does not have a typical core deposit funding
base and relies on brokered CDs.  Of this funding, approximately
65% has a term of greater than one year which lessens pressures on
the bank's liquidity.  Moody's will also continue to follow
developments as the management and board structures evolve.

The ratings are sustained by the breadth of franchise including a
branch network in Puerto Rico and the bank's strong market share
in the U.S. Virgin Islands.

This is a partial list of ratings that have been lowered and
remain under review for possible downgrade:

FirstBank Puerto Rico:

   * Long-term Bank Deposits to Baa3 from Baa1
   * Short-term Bank Deposits to Prime-3 from Prime-2
   * Bank Financial Strength to D+ from C-
   * Issuer and Senior Unsecured Debt to Ba1 from Baa2
   * Subordinated Debt to Ba2 from Baa3

First BanCorp, Puerto Rico, headquartered in San Juan, Puerto
Rico, had total assets of approximately $17.4 billion at March 31,
2005.  FirstBank Puerto Rico accounts for nearly 98% of First
BanCorp's consolidated total assets.


FIRST HORIZON: Fitch Puts Low-B Ratings on Two Class B Certs.
-------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. series 2005-6,
mortgage pass-through certificates:

     -- $239.7 million class I-A-1 through I-A-5, I-A-PO, I-A-R,
        II-A-1, II-A-PO 'AAA';

     -- $4,202,000 class B-1 'AA';

     -- $1,359,000 class B-2 'A';

     -- $618,000 class B-3 'BBB';

     -- $494,000 class B-4 'BB';

     -- $371,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.70% class B-1, the 0.55% class B-
2, the 0.25% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6 certificates.  The ratings on the class B-1, B-2, B-3,
B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the 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 the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, Sept. 1, 2005, pool I consists of 409
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 $224,138,377.
The average principal balance of the loans in this pool is
approximately $548,016.

The mortgage pool has a weighted average original loan-to-value
ratio of 69.66%.  The weighted average FICO score is approximately
744.  The states that represent the largest portion of the
mortgage loans are California (28.99%), Maryland (10.11%),
Virginia (10.05%), Washington (8.40%), and Texas (6.45%).  All
other states represent less than 5% of the pool as of the cut-off-
date.

As of the cut-off date, Sept. 1, 2005, pool II consists of 41
conventional, fully amortizing, 15-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $23,016,096.
The average principal balance of the loans in this pool is
approximately $561,368.

The mortgage pool has a weighted average OLTV of 62.52%. The
weighted average FICO score is approximately 750.  The states that
represent the largest portion of the mortgage loans are Tennessee
(23.92%), California (20.42%), Maryland (10.29%), Texas (7.52%),
Virginia (6.75%), and Washington (6.30%).  All other states
represent less than 5% of the pool as of the cut-off-date.

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

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-6, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FOOTSTAR INC: Earns $900,000 of Net Income in Second Quarter
------------------------------------------------------------
Footstar Inc. delivered its quarterly report on Form 10-Q for the
quarter ending July 2, 2005, to the Securities and Exchange
Commission on September 27, 2005.

Meldisco represents substantially all of the Company's operations.
Meldisco sells family footwear through licensed footwear
departments and wholesale arrangements.

Net sales decreased $23.9 million, or 11.0%, to $192.6 million in
the second quarter of 2005 compared with $216.5 million in the
second quarter of 2004.  This decrease in sales was primarily due
to an 8.2% comparable store sales decline in Shoemart during 2005
and fewer open Kmart stores.

Gross profit decreased $9.5 million to $59.3 million in the second
quarter of 2005 compared with $68.8 million in the second quarter
of 2004.

Selling, general and administrative expenses decreased
$5.0 million, or 9.7%, to $46.3 million in the second quarter of
2005 compared with $51.3 million in the second quarter of 2004.
$4.8 million of this decrease was due to the settlement with Kmart
Corporation.

Operating profit decreased $0.8 million to $11.2 million in  the
second quarter of 2005 compared with $12.0 million in the second
quarter of 2004.

The Company reported a $900,000 net income for the quarter ending
April 2, 2005.  At April 2, 2005, the Company's balance sheet
shows $411.4 million in total assets and $360.7 million in total
debts.  At April 2, 2005, stockholders' equity narrowed to
$50.7 million from $51.3 million equity at January 1, 2005.

                      DIP and Exit Facility

As of July 2, 2005, the Company has no loans outstanding and
$19.7 million of outstanding letters of credit under the DIP and
Exit Facility.  Letters of credit reduce the borrowing capacity of
the DIP and Exit Facility.  The $100 million DIP and $235 million
Exit Facility is provided by a syndicate of lenders co-led by
Fleet National Bank and GECC Capital Markets Group, Inc.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?214

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: Reports $1.4 Million Net Loss in First Quarter
------------------------------------------------------------
Footstar Inc. delivered its quarterly report on Form 10-Q for the
quarter ending April 2, 2005, to the Securities and Exchange
Commission on September 27, 2005.

Meldisco represents substantially all of the Company's operations.
Meldisco sells family footwear through licensed footwear
departments and wholesale arrangements.

Net sales decreased $22.1 million, or 12.5%, to $154.8 million in
first quarter of 2005 compared with $176.9 million in the first
quarter of 2004.

Gross profit decreased $11.5 million to $40.8 million in the first
quarter 2005 compared with $52.3 million in the first quarter of
2004.  This decrease was primarily due to the $6.5 million effect
of the settlement with Kmart Corporation and the reduction in
sales.

Selling, general and administrative expenses decreased
$2.2 million, or 4.5%, to $47.1 million in the first quarter 2005
compared with $49.3 million in the first quarter 2004.
$3.8 million of this decrease was due to the Kmart Settlement,
which was offset by an overall increase in SG&A expenses.

Operating loss increased $7.5 million to $8.1 million in the first
quarter 2005 compared with $0.6 million in 2004 primarily due to
the decrease in comparable stores sales and the effect of the
Kmart Settlement.

The Company reported a $1.4 million net loss for the quarter
ending April 2, 2005.  At April 2, 2005, the Company's balance
sheet shows $422.8 million in total assets and $372.8 million in
total debts.  At April 2, 2005, stockholders' equity narrowed to
$50 million from $51.3 million equity at January 1, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?213

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.


GB HOLDINGS: Wants Bidding Procedures for Atlantic Coast Approved
-----------------------------------------------------------------
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey, Camden Division:

   -- for authority to schedule an auction for the sale of the
      Debtor's stock in Atlantic Coast Entertainment Holdings,
      Inc., free and clear of all liens, claims and encumbrances;

   -- for approval of uniform bidding procedures governing the
      auction; and

   -- for approval of the form and manner of notice pursuant to
      Rules 2002 and 6004 of the Federal Rules of Bankruptcy
      Procedure;

The Debtor owns 2,882,938 shares of Atlantic Coast Entertainment
Holdings, Inc.'s common stock (par value $0.01 per share).

The Debtor wants to sell the shares as quickly as possible to
effect a quick exit from bankruptcy and early distribution to its
creditors.  A swift sale process will minimize the Debtor's
administrative expenses and will allow the Debtor to capitalize on
the interest of parties contacted about the sale.

In July 2005, the special committee of the Debtor's Board of
Directors retained Libra Securities, LLC, to advise various
alternatives to pay, satisfy or refinance the outstanding 11%
Notes, including a possible sale of the Atlantic Holdings Common
Stock.

                             Auction

Papers filed with the Court do not specify the date of the auction
but it will be held in the offices of:

      Sonnenschein Nath & Rosenthal LLP
      1221 Avenue of the Americas
      New York, NY 10020

                       Bidding Procedures

A party interested in acquiring the Debtor's Atlantic Holdings
Common Stock must deliver to the Debtor:

   (a) an executed confidentiality agreement in form and substance
       satisfactory to the Debtor,

   (b) a non-binding Expression of Interest, and

   (c) the most current audited and latest unaudited financial
       statements of the Potential Bidder.

A 10% deposit is required and must be received by the Debtor at
least two days before the Auction.

All bids must be submitted to:

      GB Holdings Inc.
      c/o Sands Hotel & Casino
      Indiana Avenue & Brighton Park
      Atlantic City, NJ 08401
      Attn: Richard P. Brown
            Chief Executive Officer
            Denise Barton
            Chief Financial Officer.

Copies must be sent to:

   (a) Sonnenschein Nath & Rosenthal LLP
       1221 Avenue of the Americas
       New York, NY 10020
       Attn: Peter D. Wolfson, Esq.
             Andrew P. Lederman, Esq.

   (b) Katten Muchin Rosenman LLP
       575 Madison Avenue
       New York, New York 10022
       Attn: Joel Yunis, Esq.

   (c) Libra Securities, LLC.
       630 Fifth Avenue, Suite 919
       New York, NY 10111
       Attn: Gregory Bousquette

                           Sale Notice

The Debtors also propose pursuant to Bankruptcy Rules 2002(d) and
2002(1) and publication of notice of the Sale in The Wall Street
Journal (National Edition) and The New York Times, as soon as
practicable, be deemed proper notice to any other interested
parties who are unknown to the Debtor.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Peter D. Wolfson, Esq., Andrew P. Lederman, Esq.,
and Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


GENERAL KINETICS: BDO Seidman Raises Going Concern Doubt
--------------------------------------------------------
BDO Seidman, LLP, expressed substantial doubt about General
Kinetics Incorporated's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended May 31, 2005 and 2004.  The auditing firm points to
the Company's:

    -- sustained significant losses in years prior to 2005;

    -- significant short-term cash commitments at a time when
       funding is limited to cash flow from operations and loans
       collateralized by certain accounts receivable; and

    -- outstanding $7.3 million convertible debentures that
       matured in August 2004 and that the Company does not have
       resources to pay.

In its Form 10-K for the fiscal year ended May 31, 2005, submitted
to the Securities and Exchange Commission, the Company reports
$1,308,700 of net income for fiscal 2005, compared to a $527,300
net loss in fiscal 2004.

Improved results were primarily due to the increases in sales and
gross profits and the recognition of a $1,504,800 gain on
settlement of debt.  The majority of the Company's fiscal 2005
revenue was generated from sales directly to departments and
agencies of the U.S. Government, and to prime contractors
reselling to the U.S. Government market, principally to the U.S.
Department of Defense.  Revenue from these sales represented
approximately 99% of the Company's total revenue in fiscal 2005.

                     Insolvent & Illiquid

The Company's balance sheet shows $2,424,300 of assets at May 31,
2005, and liabilities totaling $9,707,900.  For the same period,
the Company reports total current assets of $2,028,000 and current
liabilities of $9,039,600.

                    Convertible Debentures

At May 31, 2005, convertible debentures, initially issued to
clients of Gutzwiller & Partner, AG, now known as Rabo Investment
Management Ltd., were outstanding in an aggregate principal amount
of approximately $7,315,000.  The outstanding debentures matured
on August 14, 2004, and were stated to be convertible into common
stock at a conversion price of $0.50 per share, bearing interest
at 1% per annum, payable annually. General Kinetics' cash flow,
capital resources, and overall financial condition will not be
sufficient to repay, or refinance in full, the approximately
$7,315,000 principal amount of outstanding debentures which
matured on August 14, 2004.

                      Material Weakness

The Company conducted an evaluation of the effectiveness of the
design and operation of the disclosure controls and procedures
that were in place at the end of its fiscal 2005.  This evaluation
was carried out under the supervision and with the participation
of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer.

Based upon that evaluation and the review of the Company's
independent auditors, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that the Company's
disclosure controls and procedures were not effective as of the
end of the Company's fourth quarter of fiscal 2005 and that
material weaknesses exist in the internal control structure of the
Company, due in particular to the lack of appropriate resources
dedicated to external financial reporting.  Management is taking
steps to address such weaknesses.

Headquartered in Johnstown, Pennsylvania, General Kinetics
Incorporated -- http://www.gki.com/-- designs and manufactures
high-quality precision enclosures for sophisticated electronic
systems, principally for sale to the U.S. Department of Defense.
The Company's principal products are enclosures, such as racks,
cabinets, consoles, and mounting platforms for sophisticated
electronic systems generally made in accordance with specific
client requirements.


GEO SPECIALTY: Closing of Chapter 11 Cases Moved to December 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the request of GEO Specialty Chemicals, Inc., and its debtor-
affiliate to delay the closing of their chapter 11 cases to
Dec. 31, 2005.

The Debtors told the Court that despite their diligent efforts,
they still have various unresolved claims objections pending
before the Court from the Omnibus Objections.  The Debtors say
that they need additional time to fully investigate, analyze and
negotiate a resolution of those objections.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on
March 18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene,
Esq., Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson
Hine, LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq.,
and Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the
Debtors in their restructuring efforts.  On September 30, 2003,
the Debtors listed $264,142,000 in total assets and $215,447,000
in total debts.  On Dec. 20, 2004, the Court confirmed the
Debtors' Third Amended Plan of Reorganization.  The Plan took
effect on Dec. 31, 2004.


GRAPHIC PACKAGING: Wants to Amend $1.6 Billion Credit Agreement
---------------------------------------------------------------
Graphic Packaging Corporation (NYSE: GPK) reported that, due to
inflationary pressures and an inability to pass through all cost
increases, the Company will seek an amendment to its $1.6 billion
Credit Agreement in order to avoid any potential violations.
Specifically, the Company is seeking to amend both its
Consolidated Interest Expense Ratio and its Consolidated Leverage
Ratio.

                 Senior Secured Credit Agreement

The Company entered into and borrowed under the Senior Secured
Credit Agreement, dated as of August 8, 2003, among Graphic
Packaging International and the several lender parties which
provides for aggregate maximum borrowings of $1.6 billion under:

    (a) a term loan facility providing for term loans in an
        aggregate principal amount of $1.275 billion in two
        tranches, consisting of Tranche A term loans and Tranche B
        term loans; and

    (b) a revolving credit facility providing for up to $325
        million in revolving loans (including standby and
        commercial letters of credit) outstanding at anytime, to
        Graphic Packaging International.

The Senior Secured Credit Agreement is collateralized by
substantially all of the Company's domestic assets.

                First Amendment to the Agreement

On Oct. 1, 2004, the Company entered into the First Amendment to
the Senior Secured Credit Agreement.  The First Amendment
consolidated the Company's $142.5 million Term Loan A and $1,113.8
million Term Loan B under the Senior Secured Credit Agreement into
one $1,256.3 million Term Loan C, but did not change any of the
terms of the Company's $325 million revolving credit facility
under the Senior Secured Credit Agreement.

The First Amendment reduces the interest rate on Graphic Packaging
International's term loans by 25 basis points and provides a step-
down provision that automatically reduces the interest rate
another 25 basis points if the Company achieves a leverage ratio
below 4.75 to 1.00.

                    Covenant Restrictions

The Credit Agreement imposes restrictions on the Company's ability
to make capital expenditures and both the Senior Secured Credit
Agreement and the indentures governing the Senior Notes and Senior
Subordinated Notes limit the Company's ability to incur additional
indebtedness.  The covenants contained in the Credit Agreement,
among other things, restrict the ability of the Company to dispose
of assets, incur additional indebtedness, incur guarantee
obligations, prepay other indebtedness, make dividend and other
restricted payments, create liens, make equity or debt
investments, make acquisitions, modify terms of indentures under
which the Notes are issued, engage in mergers or consolidations,
change the business conducted by the Company and its subsidiaries,
make capital expenditures and engage in certain transactions with
affiliates.

At December 31, 2004, the Company was in compliance with the
financial covenants in the Senior Secured Credit Agreement, as
amended.

                      Material Weakness

In the Company's Form 10-Q for the quarter ended June 30, 2005
submitted to the Securities and Exchange Commission on Aug. 9,
2005, the Company reported that its management carried out an
evaluation, with the participation of its Chief Executive Officer
and Cheif Financial Officer, of the effectiveness of the Company's
disclosure controls and procedures pursuant to Rule 13a-15 of the
Securities Exchange Act of 1934, as amended.  Based on the
evaluation, the Company's management concluded that the Company's
disclosure controls and procedures were not effective as of June
30, 2005, solely because of a material weakness in internal
control over financial reporting with respect to accounting for
deferred taxes.

                      About the Company

Headquartered in Marietta, Georgia -- http://www.graphicpkg.com/
-- Graphic Packaging Corporation, provides paperboard packaging
solutions to multinational food, beverage and other consumer
products companies.  The Company's customers include some of the
most widely recognized companies in the world.


HANDMAKER JEWISH: Taps Mesch Clark as Bankruptcy Counsel
--------------------------------------------------------
Handmaker Jewish Services for the Aging asks the U.S. Bankruptcy
Court for the District of Arizona for permission to employ Mesch,
Clark & Rothschold, P.C. as its bankruptcy counsel.

Meshc Clark will:

    (a) give the Debtor legal advice with respect to its powers
        and duties in the continued operation and management of
        its property;

    (b) give advice and represent the Debtor with regard to
        general corporate matters, probate, guardianship and
        conservatorship matters;

    (c) take necessary action to recover certain property and
        money owed to the Debtor, if necessary;

    (d) represent the Debtor in litigation;

    (e) prepare on behalf of the Debtor, the necessary
        applications, answers, complaints, orders, reports,
        disclosure statement, plan of reorganization, motion and
        other legal papers; and

    (f) perform all other legal services that the Debtor deems
        necessary.

The Debtor discloses that the Firms professionals will bill:

     Professional                    Hourly Rate
     ------------                    -----------
     Lowell E. Rothschild                $375
     Michael McGrath                     $375
     Jonathan Rothschild                 $235
     Sara Derrick                        $200

To the best of the Debtor's knowledge, the Firm represents no
interest materially adverse to the Debtor or its estate.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
When the Debtor filed for portection from its creditors, it listed
$10,384,351 in assets and $21,625,125 in debts.


HANDMAKER JEWISH: Wants Keegan Linscott as Accountants
------------------------------------------------------
Handmaker Jewish Services for the Aging asks the U.S. Bankruptcy
Court for the District of Arizona for permission to employ Keegan,
Linscott & Kenon, P.C. as its accountants.

Keegan Linscott will:

    (a) prepare and assist the Debtor in filing its income tax
        returns;

    (b) prepare and assist the Debtor in restructuring the
        Debtor's books and records;

    (c) assist in the bankruptcy case as may be necessary and
        appropriate; and

    (d) assist or perform in auditing functions for the years 2004
        and 2005, as may be needed.

The Debtor discloses that the accountants and other personnel of
the Firm who will be rendering services will bill between $65 and
$210 per hour.

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

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for portection from its creditors, it listed $10,384,351 in assets
and $21,625,125 in debts.


HEATING OIL: Look for Bankruptcy Schedules on Nov. 26
-----------------------------------------------------
Heating Oil Partners, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut, Bridgeport
Division, for more time to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs as required by
Bankruptcy Rule 1007(b).

The Debtors explain that their fiscal year ends Sept. 30, and as
such, their accounting department personnel are in the process of
diligently working to complete year end numbers.  Also, the
Debtors say that their counsel will require additional time to
review the information and convert them into the appropriate
format for filing with the Court.

The Debtors believe that an extension until Nov. 26 is enough for
them to complete the necessary data in order to file accurate
schedules and statements.

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


HEATING OIL: Wants CCV Restructuring as Financial Advisors
----------------------------------------------------------
Heating Oil Partners, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut, Bridgeport
Division, for permission to employ CCV Restructuring, LLC, as
their financial advisors.

The Debtors believe that CCV has a wealth of experience in
providing financial advisory services in restructurings and
reorganization, and enjoys an excellent reputation for services it
has rendered in chapter 11 cases throughout the United States.

CCV is expected to:

   a) evaluate the Debtors' business plan, including underlying
      support to determine the reasonableness of the assumptions
      used to develop the plan;

   b) analyze and critique the Debtors' short-term weekly cash
      flow forecast;

   c) assist the Debtors with the formulation of a plan of
      reorganization and any alternatives that may be developed;

   d) render expert testimony and litigation support services
      regarding the feasibility of a plan of reorganization and
      other matters; and

   e) assist the Debtors with compliance with the reporting
      requirements of the Office of the U.S. Trustee.

CCV's professionals current hourly billing rates:

     Designation                Rates
     -----------                -----
     Principals               $395 - $525
     Senior Associates        $225 - $425
     Support Staff             $75 - $125

Maureen Donahoe assures the Court that her Firm is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

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


HOLLEY PERFORMANCE: Moody's Withdraws $150 Mil. Notes' Junk Rating
------------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Holley
Performance Products, Inc.  The ratings have been withdrawn
because Moody's believes it lacks adequate information to maintain
the ratings.  Please refer to Moody's Withdrawal Policy at
http://www.moodys.com/


Ratings withdrawn:

   * Corporate Family, Caa2
   * $150 million senior unsecured notes due September 2007, Caa3

Holley Performance Products, Inc., headquartered in Bowling Green,
Kentucky, is a manufacturer and marketer or specialty products for
the:

   * performance automotive,
   * marine, and
   * power sports aftermarkets.

The company is privately owned and controlled by an investment
fund managed by Kohlberg & Co., LLC.


INSIGHT COMMS: Fitch Holds BB+ Rating on Senior Secured Debt
------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating and the
Stable Rating Outlook assigned to Insight Communications Company,
Inc.

Specifically, Fitch affirms the 'BB+' senior secured rating and
'R1' Recovery Rating assigned to Insight Midwest Holdings, LLC's
senior secured credit facility, and the 'B+' senior unsecured debt
rating and 'R4' Recovery Rating assigned to the senior unsecured
notes issued by Insight Midwest, LP.  Also, Fitch affirms the
'CCC+' senior unsecured rating and 'R6' Recovery Rating assigned
to ICCI's senior discount notes.  Approximately $2.8 billion of
debt is affected by Fitch's action.

Fitch believes that there is a sizeable amount of event risk
surrounding ICCI's credit profile related to the pending
privatization transaction and the long-term existence of Insight
Midwest, LP, ICCI's partnership with Comcast Corporation, that
could place downward pressure on ICCI's ratings.  ICCI's board of
directors agreed to accept a merger proposal from ICCI's
controlling shareholders and affiliates from The Carlyle Group
which, if completed will result in ICCI becoming a privately held
company.

From Fitch's perspective the proposed privatization transaction as
currently envisioned does not increase leverage at ICCI or its
subsidiaries or materially change the company's credit or
operating profile.  Upon the close of the merger, Fitch does not
expect any changes to ICCI's existing ratings.  However, Fitch
believes that following the close of the transaction event risks
will be elevated due to the increased possibility that The Carlyle
Group (based on historical propensity) may increase leverage at
ICCI to fund a large dividend payment.  Such a leveraging
transaction would likely lead to negative rating action.

Additional event risk attributable to ICCI's credit profile is the
uncertainty related to its partnership with Comcast.  Pursuant to
the partnership agreement either partner can elect to exit the
partnership after Dec. 31, 2005, which, based on Comcast's public
statements Fitch considers a likely occurrence.

The dissolution of the Insight Midwest partnership will, in
Fitch's opinion, create additional business and refinancing risk
for Insight Midwest and ICCI bondholders.  ICCI will emerge from
the dissolution of the Insight Midwest partnership lacking scale
that is critical to the cable industry and without the operating
cost advantages afforded to ICCI through its partnership with
Comcast, which Fitch anticipates will lead to material EBITDA
margin erosion.

ICCI will be required to refinance the Insight Midwest debt
attributable to ICCI net of 50% of the cash balance held at
Insight Midwest and the repayment of the inter-company loan
between ICCI and Insight Midwest.  Pro forma for the dissolution
of the Insight Midwest partnership, Fitch expects that ICCI's
leverage will increase between 0.5 times (x) and 1.0x.
Additionally, Fitch expects that upon notification by either
partner of its intent to exit the Insight Midwest partnership,
Fitch will likely place the ratings of ICCI and Insight Midwest on
Rating Watch Negative.

Overall, Fitch's ratings for ICCI reflect the operating advantages
derived from the company's tightly clustered subscriber base, the
continuing diversification of the company's revenue generating
units, and the expectation that the company will continue to
generate free cash flow. By year-end 2005 Fitch anticipates that
ICCI's consolidated debt-to-EBITDA metric will improve to 6.1x
from 6.5x as of year-end 2004.

Fitch anticipates that free cash flow generation during 2005 will
be lower than the $115 million generated during 2004.  The lower
free cash flow production is related to higher capital
expenditures and margin pressures.

Fitch expects that capital expenditures will remain high during
2006, constraining the company's ability to grow free cash flow.
The higher capital expenditures are related to customer premises
equipment as the company launches its cable telephony product and
continues to increase the penetration of its advanced digital and
high-speed data products.

Fitch believes that the launch of cable telephony broadly across
ICCI's markets and the deeper penetration of digital services will
enhance ICCI's competitive position relative to the direct
broadcast satellite providers and the regional Bell operating
companies, and could also lead to further stabilization of basic
subscriber losses.  Fitch acknowledges that this is positive for
ICCI's credit profile but points out that execution risks related
to the rollout of cable telephony will remain high during the near
term.

Fitch expects that ICCI's credit protection metrics will continue
to improve during 2005 and 2006 driven by modest EBITDA growth and
the utilization of free cash flow to meet required amortization
from Insight Midwest Holdings' bank facility.  The ratings also
reflect Fitch's expectation that competition from the DBS
operators and the RBOCs will persist and intensify when the RBOCs
launch video services into ICCI's service footprint.  Fitch
expects the company to increase its marketing efforts and focus on
its triple-play service offering to retain its subscriber base,
resulting in additional pressure on operating margins.

The Stable Rating Outlook reflects the company's solid liquidity
position and the expectation that the company will continue to
generate EBITDA growth driven primarily by growth in high-margin
products.  The company's liquidity position is supported by
available cash on hand and borrowing capacity under the company's
revolver, which at the end of the second quarter was approximately
$338 million.  The leverage covenant contained in its bank
facility has been recently amended to provide additional head room
and full access to the available capacity under the revolver.

However, Fitch notes that the potential liquidity derived from the
revolver continues to ratchet down, and in accordance with the
terms, the maximum borrowing capacity from the revolver will be
approximately $266 million as of the end of the second quarter of
2006.  The company's liquidity profile will be further pressured
as the discount notes issued by ICCI convert into cash pay
interest, adding approximately $43 million to the annual cash
interest requirement.  Fitch believes that ICCI will require
additional cash resources to meet its cash interest obligations
during 2007, and its alternative liquidity sources are limited.

The company's Recovery Ratings recognize the strong enterprise
value of its cable operations, with individual issue recovery
strongly influenced by the priority of its large secured credit
facility.

These IDR ratings have also been affirmed:

    Insight Midwest, LP at 'B+';
    Insight Midwest Holdings, LLC at 'B+'.


INTEGRATED HEALTH: Greenwich Counterclaim Hearing Set for Oct. 27
-----------------------------------------------------------------
Frederick B. Rosner, Esq., at Jaspan Schlesingger Hoffman LLP, in
Wilmington, Delaware, asserts that IHS Liquidating LLC fails to
cite any provisions in the stock purchase agreement dated
January 28, 2003, which obligates Abe Briarwood Corp. to replace
or secure a letter of credit issued in favor of Greenwich
Insurance Company.

Mr. Rosner points out that even the July 21, 2003 Court-approved
stipulation between IHS Liquidating and Briarwood does not
obligate Briarwood to replace the Greenwich L/C.  The July 21
Stipulation, Mr. Rosner says, eliminates Briarwood's obligation to
post any letters of credit or bonds in replacement of the bonds
described "in that certain settlement letter between the Seller
and the State of Florida."

Briarwood has no further obligations with respect to either the
replacement of the Greenwich L/C or any of the bonds covered by
the Greenwich L/C, Mr. Rosner maintains.

IHS Liquidating has no proof that it incurred $185,520 in annual
charges, as assessed by its DIP Lender, Mr. Rosner contends.

"In any event, Briarwood should only be liable for, at worst, 5%
of such amount, since it is not responsible for replacing the
total collateral of $6,922,576 and has already arranged for cash
to be placed for Bond #45020050 in the amount of $162,199, for the
aggregate sum of $7,084,733, or approximately 95% of the
$7,420,809," Mr. Rosner explains.

Accordingly, Briarwood asks the U.S. Bankruptcy Court for the
District of Delaware to deny IHS Liquidating's request with
respect to the Greenwich Counterclaim.

             Parties To File Post Trial Submissions

In a Court-approved stipulation, IHS Liquidating and Briarwood
agreed to file post-trial submissions with respect to all issues
raised in Briarwood's request and IHS Liquidating's request --
other than IHS Liquidating's request to direct Briarwood to
replace or secure the Greenwich Counterclaim.

The Court continues the hearing with respect to the Greenwich
Counterclaim to October 27, 2005.

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: S&P Lowers Corporate Credit Rating to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on The Interpublic Group of Cos. Inc.  The long-term corporate
credit rating was lowered to 'B+' from 'BB-'.  The 'B-2' short-
term rating was not lowered.  All ratings remain on CreditWatch
with negative implications.  New York, New York-based global
advertising agency holding company Interpublic had approximately
$2.2 billion of debt outstanding at June 30, 2005.

The rating action follows the company's September 30, 2005 filing
of its 2004 10-K and 2005 first- and second-quarter 10-Q reports
with the SEC, and Standard & Poor's examination of the nature and
magnitude of Interpublic's financial restatement.

"Considerable cash outlays could be made over the next 24 months
related to the larger than expected restatement, at the same time
that substantial professional fees are significantly diminishing
Interpublic's cash flow," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.  "As a result, the likelihood of restoring
a financial profile commensurate with the prior rating is unlikely
over the near term."

Interpublic's 2004 EBITDA was approximately 25% less than in 2003,
and almost half of the amount generated in 2001, and 2005 first-
half EBITDA dropped about 50% from the same period in 2004.
EBITDA declines are driving up Interpublic's debt-to-EBITDA ratio
and reducing free cash flow.  Balance sheet debt to EBITDA was
about 4.2x at June 30, 2005, compared with 3.0x in 2004; on a
lease-adjusted basis (including acquisition-related earn-outs and
contingent liabilities), total debt to EBITDA was around 6.5x.
This ratio is expected to increase in 2005, driven by further
EBITDA declines.  S&P remains concerned about Interpublic's
ability to retain existing clients and generate new accounts.

In addition, the material weakness in the company's internal
controls is expected to take until at least 2006 to remediate,
which could keep professional fees high, albeit at lower levels
than in 2005.  These factors are partially offset by Interpublic's
approximately $1.6 billion of cash at June 30, 2005, and the lack
of significant debt maturities until 2008.

Resolution of the CreditWatch listing will depend on Interpublic's
credit agreement amendment becoming effective, as well as on the
company's plans to preserve cash balances despite its increased
financial requirements.  Stability in Interpublic's core business
will also be a key rating factor.  If the company maintains
adequate liquidity while regaining some operating stability, then
the 'B+' long-term corporate credit could be affirmed.

If the process with lenders is not completed, if liquidity erodes,
or if there is further deterioration in operating trends, then the
rating could be lowered by one notch.  Unanticipated adverse
developments relating to the SEC investigation, the potential for
shareholder litigation, additional financial restatements, or
restructuring or impairment charges could also pressure the
rating.


JACOBS INDUSTRIES: Obtains $19 Million DIP Loan from GMAC
---------------------------------------------------------
Jacobs Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, for permission to borrow up to $10 million under a
postpetition financing agreement with GMAC Commercial Finance,
LLC.

The Debtors explain they don't have sufficient working capital to
continue their business operations.  In the absence of fresh
capital, the Debtors say their estates will suffer irreparable
harm.

                     Prepetition Credit

Comerica Bank provided the Debtors a $12,500,000 term loan
facility and revolving credit.  The loans are secured by a first
security interest in substantially all of the Debtors' assets.  As
of the Debtors' bankruptcy filing, the balance under those
facilities is approximately $12,688,000.

The Debtors tell the Court that Comerica refused to provide them
sufficient funds on suitable terms for their business operations
to continue while in chapter 11.

                       DIP Financing

GMAC Commercial Finance, LLC, offered the Debtors postpetition
financing that will enable them to meet payroll and other
operating expenses, purchase inventory, and pay essential
services.

The salient terms of the DIP Loan Agreement are:

   a. GMAC will make advances to the Debtors up to a maximum
      amount of $10 million pursuant to a revolving working
      capital line of credit.

   b. From the DIP loan, a $3,282,000 out-of-formula allowance
      will be given to designated customers provided they'll give
      GMAC a guaranty.  To induce the customers to provide the
      Customer Guaranty, the Debtors have agreed to enter into:

          1) an Access and Security Agreement; and
          2) an Accommodation Agreement.

   c. The loans will mature on the earliest of:

          1) Jan. 31, 2006;
          2) the occurrence of an event of default;
          3) the closing of a sale of substantially all of the
             Debtors' assets; and
          4) the effective date of any confirmed plan of
             reorganization.

   d. Under the loan agreement, the Debtors will pay GMAC these
      fees:

          1) a non-refundable closing fee of $25,000;
          2) on the first day of each month in arrears, a
             collateral monitoring fee of $10,000; and
          3) on the first day of each month in arrears, an
             Unused Line Fee of a one-half of one percent per
             annum times the average daily unused portion of
             the $10 million credit facility.

   e. Adequate Protection.  To secure their obligations on account
      of the DIP loan, including all other fees, the Debtors
      propose to grant GMAC a perfected lien and security interest
      in all of the Debtors' assets.

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


J.A. JONES: Creditor Trust Files Preference Actions in W.D. N.C.
----------------------------------------------------------------
John Downey of the Charlotte Business Journal reports that Carroll
Services, LLC, the Liquidation Trustee appointed in J.A. Jones,
Inc., and its debtor-affiliates' chapter 11 cases has filed
preference actions in the U.S. Bankruptcy Court for the Western
District of North Carolina to reclaim profits from joint ventures
and companies.

Mr. Downey says that Nan Inc. of Hawaii is a former venture
partner of the Debtors.  This partnership was undertaken to work
on several projects at Andersen Air Force Base in Guam.  The
Debtors had originally taken this contract alone but in June 2003,
the Air Force had doubts on the Debtors' solvency.  So, Nan was
included in the joint venture.   The Debtors will recieve 49% fo
the profits and will remain the primary contractor.

However, in January 2004, Nan set up an account with the Bank of
Hawaii and instructed the Air Force to make its payments with the
said Bank.  The Debtors contend that it was done without their
consent.  The Air Force have paid a total of $2.6 million in the
said account but only $700,000 remains.

The Liquidating Trustee also wants a full accounting of the Bank
of Hawaii's deposits and withdrawals.

The Debtors and Absher Construction Co. in Washington formed a
joint venture in 2001 to build a courthouse in Seattle whereby the
Debtors will recieve 65% of the profits.  In August 2003, Absher
bought the Debtors' share for $1.6 million.

The Liquidating Trustee accuses Absher of breach of the joint-
venture agreement and constructive fraud.

Some of the preference actions include:

   -- $5.97 million paid to Zurich American Insurance Co.  This
      includes a $934,000 payment wired to Zurich American on the
      Debtors' bankruptcy filing date;

   -- $1.12 million paid to Trammell Crow Co.; and

   -- $37,380 paid to Duke Power Co.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Third Amended
and Restated Joint Plan of Liquidation of J.A. Jones and certain
of its debtor-subsidiaries.  The Plan took effect on Sept. 28,
2004.


JOHN RIGBY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: John Rigby & Co. (Gunmakers) Inc.
        500 Linne Road, Suite D
        Paso Robles, California 93446

Bankruptcy Case No.: 05-13079

Type of Business: The Debtor manufactures guns.

Chapter 11 Petition Date: October 3, 2005

Court: Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Jay L. Michaelson, Esq.
                  7 West Figueroa Street, Second Floor
                  Santa Barbara, California 93101-3191
                  Tel: (805) 965-1011

Financial Condition as of October 3, 2005:

      Total Assets: $3,250,000

      Total Debts:  $1,950,080

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
J Mark Grosvenor              Unsecured loan            $130,750
P.O. Box 1444
Wilson, WY 83014-1444

Ken Griffin                   Consumer deposit          $115,000
131 South Dearborn Street
Chicago, IL 60603

Gary Honbarrier               Unsecured loan            $100,000
495 Griffith Road
Advance, NC 27006

Suzanne Webb                  Vendor                     $89,541

Dr. Victor Pickett            Consumer deposit           $60,000

Marc Halcon                   Purchase money             $52,882

Dwight Van Brunt              Consumer deposit           $42,320

Fernando Soler Valle          Consumer deposit           $40,000

Gassner and Company           Vendor                     $37,282

Mike Scruggs                  Consumer deposit           $34,965

J Paul Beitler                Consumer deposit           $24,000

Bradley T. Moore              Vendor                     $21,847

E. Boddington                 Unsecured loan             $21,423

Lee Thompson                  Consumer deposit           $16,875

William McAlphin              Consumer deposit           $15,120

Int'l Sprotman's Marketing    Vendor                     $15,077

Craig Boddington              Unsecured loan             $12,998

Cameron Hopkins               Consumer deposit           $11,116

Joseph Thompson               Consumer deposit           $10,000

Dale M. Evans                 Consumer deposit            $9,990


KAISER ALUMINUM: Insurers Ask Court to Disallow 100 Silica Claims
-----------------------------------------------------------------
Certain insurers ask Judge Fitzgerald to disallow 100 proofs of
claim filed by Baron & Budd, P.C., Provost Umphrey Law Firm, LLP,
and Russell L. Cook, Jr., on behalf of claimants asserting damages
due to silica exposure-related personal injury.

Christopher P. Simon, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, tells the Bankruptcy Court that a recent order from
Judge Janis Graham Jack of the U.S. District Court for the
Southern District of Texas punctuated the increasingly skeptical
view of courts toward mass silica-related claims.  Judge Jack
presided over the multi-district litigation proceedings related to
purported exposure to silica, In re Silica Prod. Liab. Litig.,
MDL, Docket 1553, slip op. at 1 (S.D. Tex.).  Judge Jack addressed
over 10,000 silicosis claims against 250 corporate defendants.

Judge Jack concluded that there is no silicosis epidemic, but an
epidemic of plaintiffs' lawyers, "medical screening" companies,
and complicit doctors driving spurious silicosis claims on a
massive scale.  Judge Jack reached that conclusion after a close
examination of the processes by which plaintiff law firms and
doctors joined together to find and manufacture thousands of
silicosis plaintiffs.

                        Red Flags of Fraud

Mr. Simon relates that Kaiser Aluminum Corporation and its debtor-
affiliates' sale of silica-containing products was phased out by
the mid-1970s.  As of the Petition Date, the Debtors had not paid
any amounts to settle any suit on the basis of alleged exposure to
silica, other than a single settlement made almost 20 years prior
to that date.

Logan & Co., the Debtors' claims agent, however, has received
3,893 Silica PI Claims filed by the three law firms.  Mr. Simon
contends that the sheer volume of the claims -- where all
indications are that no more than 1,000 silicosis cases arise
annually in the entire United States -- raises red flags of fraud
and constitute an ample basis for the Bankruptcy Court to disallow
and expunge the Silica PI Claims on account of the claimants'
failure to establish both injury and liability.

In the rare circumstances where a Silica PI Claim contains alleged
medical documentation, that documentation falls well short of
establishing the requisite injury and exposure requirements to
establish the Debtors' liability, Mr. Simon asserts.

Mr. Simon notes that several Silica Personal Injury Claims contain
medical diagnoses reports prepared by Dr. Jay T. Segarra.
However, in In re Certain: Asbestos Cases, the Honorable Sharon
S. Armstrong of the Superior Court of King County, Washington,
called into question Dr. Segarra's mass screening techniques.

Judge Armstrong held that:

     "Dr. Segarra has the requisite skill, training and
     experience to render expert diagnoses concerning lung
     disease.  However, when he participated in union screenings
     of certain plaintiffs, he performed examinations, rendered
     diagnoses, and recommended treatment without being licensed
     in Washington, a criminal offense.  He also relied for his
     diagnoses on radiology reports from unregistered and
     uncertified technicians or radiologists using unregistered
     and uncertified equipment.  The court concludes it would
     contravene public policy to accept such evidence."

Mr. Simon further relates that the revelations emanating from
Judge Jack's courtroom have triggered a growing reaction to the
assembly-line production of spurious, if not fraudulent, mass
silicosis cases.

On September 12, 2005, David Austern, President of the Claims
Resolution Management Corporation, the agency overseeing the
administration of claims submitted to the Manville Trust, issued a
declaration that the Manville Trust no longer will accept reports
from the doctors and screening facilities identified in Judge
Jack's rulings.

The Insurers believe that the issues and concerns addressed by
Judges Jack and Armstrong are present before the Bankruptcy Court
and may provide basis for the disallowance of the Silica PI Claims
against the Debtors.

                      Grounds for Objection

According to Mr. Simon, the vast majority of the Silica PI Claims
omit any written diagnoses, exposure documentation, or other
medical reports to support the claim.  He notes that the claims
filed by Provost Umphrey attached a one-page "Supporting
Documentation Attachment," which simply references the lawsuit
commenced by thousands of alleged silica claimants against
numerous companies, including the Debtors.

The "Supporting Documentation" is entirely conclusory and
insufficient to support a claim, Mr. Simon argues.

The Bankruptcy Court should disallow Silica PI Claims submitted
with supporting documentation prepared by Dr. Segarra that proves
to be the result of the same mass screening techniques criticized
by Judges Armstrong and Jack, Mr. Simon says.

Mr. Simon also contends that claimants bear the burden of
demonstrating pursuant to applicable non-bankruptcy laws that they
possess legal entitlement to compensation from a debtor.  He
asserts that each of the Silica PI claimants failed to
demonstrate:

   -- the existence of silica exposure for which the Debtors bear
      legal liability;

   -- resulting compensable injury;

   -- that the Debtors were the proximate cause of the
      compensable injury; and

   -- that the claimant was not the proximate or primary cause of
      the compensable injury.

                       Waiver of Local Rule

The Insurers further assert that all of the Silica PI Claims are
ripe for disallowance by the Court.

In this regard, the Insurers ask Judge Fitzgerald to:

   -- waive the limitation required by Delaware Local Rule
      3007-1(f)(i), and permit them to object to more than 150
      Claims in one omnibus objection; and

   -- allow them to supplement their Omnibus Claim Objection to
      include the remaining Silica PI Claims filed against the
      Debtors.

The Local Rule's limit of 150 claims per objection, combined with
the limitation imposed by the Local Rules permitting only two
substantive objections to be filed each month, Mr. Simon says,
would necessitate the filing of 26 separate omnibus objections
over a span of 13 months -- a prospect that no party would enjoy.

                 Insurers Have Standing to Object

The Insurers assert that they have standing to object to the
Silica PI Claims.  The Insurers point out that their rights under
the insurance policies they issued to the Debtors are potentially
implicated if the Debtors' Plan of Reorganization is confirmed.

The Insurers explain that the policies contain anti-assignment,
claims management, loss payable and cooperation provisions, which
set forth the rights, duties and obligations of both the Debtors
and the Insurers when claims -- including the Silica PI Claims,
are asserted against the policies.  The Insurers note that the
Silica PI Trust to be established pursuant to the Plan would use
its assets, including proceeds from the insurance policies, to
satisfy the Silica PI Claims.

The Insurers include:

   * AIU Insurance Company;
   * Columbia Casualty Insurance Company;
   * Continental Insurance Company;
   * Employers Mutual Casualty Company;
   * Federal Insurance Company;
   * Granite State Insurance Company;
   * Harbor Insurance Company;
   * Hartford Accident and Indemnity Company;
   * Hudson Insurance Company;
   * Insurance Company of the State of Pennsylvania;
   * Landmark Insurance Company;
   * Lexington Insurance Company;
   * National Union Fire Insurance Company of Pittsburgh,
     Pennsylvania;
   * New Hampshire Insurance Company;
   * Republic Indemnity Company;
   * St. Paul Surplus Lines Insurance Company; and
   * Transcontinental Insurance Company.

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)


KMART CORP: Virginia Brooks Wants Claim Deemed as Timely Filed
--------------------------------------------------------------
On August 18, 2002, Virginia Brooks was injured at a Kmart Store
located in Middleburg Heights, Ohio.

On March 13, 2003, Judson Hawkins, Esq., on behalf of Ms. Brooks,
commenced proceedings against Kmart in the Court of Common Pleas,
in Cuyahoga County, Ohio.

According to Mr. Hawkins, Kmart's counsel proceeded with the Ohio
proceedings by initiating and responding to discovery while
failing to disclose that it was in bankruptcy.  Kmart failed to
serve a confirmation notice of its Plan or notice of the
Administrative Bar Date to either Mr. Hawkins or Ms. Brooks.

Mr. Hawkins says that that he learned of the Bar Date only on
November 7, 2003.  After that, he took all reasonable steps
necessary to ascertain the appropriate means to obtain relief from
the U.S. Bankruptcy Court for the Northern District of Illinois
and sought the assistance of Kenneth A. Blech, Esq., in
Strongsville, Ohio.

Mr. Blech avers that Ms. Brooks' or Mr. Hawkins' failure to file a
timely claim may be considered excusable neglect in light of the
present facts and circumstances.

Thus, pursuant to Section 503(a) of the Bankruptcy Code, Ms.
Brooks asks the Court to grant her leave to file her late
administrative expense claim, or alternatively, extend the filing
deadline.

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)


KNOLL INC: Completes New $450 Million Credit Facility
-----------------------------------------------------
Knoll, Inc. (NYSE: KNL) completed its previously disclosed
$450 million credit facility with UBS Loan Finance LLC, UBS
Securities LLC, Bank of America N.A., and Banc of America
Securities, LLC.  The credit facility will be comprised of:

   -- a $200 million revolving credit facility maturing in five
      years; and

   -- a $250 million term loan maturing in seven years.

Knoll bank debt outstanding at the end of the third quarter 2005
was approximately $333 million.

"The new credit facility reflects the strengthened operating
performance of the Company as well as $90 million of debt
repayments made over the past year," Andrew B. Cogan, CEO, Knoll,
Inc., said.  "This facility will reduce our borrowing costs,
permit us to double our ongoing quarterly dividend and give the
Company greater financial flexibility going forward."

On Sept. 6, Knoll disclosed, subject to the closing of the
refinancing, that its Board of Directors intends to declare and
pay quarterly dividends of $0.10 per share on its common stock --
double its current quarterly dividend.

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
designs and manufactures branded office furniture products and
textiles, serves clients worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its '3' recovery rating to Knoll Inc.'s proposed $450 million
senior secured credit facilities, indicating that lenders can
expect meaningful recovery of principal (50% to 80%) in the event
of payment default.  These ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

In addition, Moody's Investors Service assigned a Ba3 rating to
the Company's $450 million senior secured credit facility, which
is comprised of a revolver and a term loan.  At the same time,
Moody's affirmed Knoll's corporate family rating at Ba3.  Moody's
said the ratings outlook is stable.  Moody's will withdraw its
ratings on Knoll's $425 million senior secured term loan and $75
million revolver upon the closing of the new secured credit
facility.


LA PETITE ACADEMY: Equity Deficit Widens to $293 Million at July 2
------------------------------------------------------------------
La Petite Academy Inc. delivered its annual report on Form 10-K
for the fiscal year ending July 2, 2005, to the Securities and
Exchange Commission on September 30, 2005.

Operating revenue increased $10.5 million or 2.7% to
$393.99 million during fiscal year 2005 as compared to
fiscal year 2004.

Salaries, wages and benefits increased $6.8 million to or 3.2% to
$221.67 million during the fiscal year 2005 as compared to the
fiscal year 2004.

Other operating costs increased $2.8 million or 3.0% to
$93.93 million from the same period last year.

Operating income was $18.9 million for the fiscal year 2005 year
as compared to $21.5 million for the fiscal 2004.

The Company reported a $12.34 million net loss for the fiscal year
ending July 2, 2005.  At July 2, 2005, the Company's balance sheet
shows $77.66 million in total assets and $375.73 million in debts.
As of July 2, 2005, the Company's equity deficit widened to
$293.01 million from a $279.42 million deficit at July 3, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?217

La Petite Academy Inc. is the largest privately held and one of
the leading for-profit preschool educational facilities in the
United States based on the number of centers operated.  The
Company provides center-based educational services and childcare
to children between the ages of six weeks and 12 years.


M&S TRANSPORTATION: Case Summary & List of Unsecured Creditors
--------------------------------------------------------------
Debtor: M&S Transportation, Inc.
        2505 West Dixon Road
        Little Rock, AR 72206

Bankruptcy Case No.: 05-23717

Chapter 11 Petition Date: September 30, 2005

Court: Eastern District of Arkansas (Little Rock)

Judge: Audrey R. Evans

Debtor's Counsel: Stephen L. Gershner, Esq.
                  Davidson Law Firm
                  P.O. Box 1300
                  Little Rock, Arkansas 72203-1300
                  Tel: (501) 374-9977

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  [Not provided]

A complete listing of the Unsecured Nonpriority Claims is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=051004033041


MASTR: Fitch Places Low-B Ratings on Four Certificate Classes
-------------------------------------------------------------
MASTR Second Lien Trust mortgage pass-through certificates are
rated by Fitch Ratings:

     -- $176.7 million class A certificates 'AAA';

     -- $22.64 million class M-1 certificates 'AA';

     -- $15.83 million class M-2 certificates 'A';

     -- $4.57 million class M-3 certificates 'A-';

     -- $4.45 million class M-4 certificates 'BBB+';

     -- $3.96 million class M-5 certificates 'BBB';

     -- $4.21 million class M-6 certificates 'BBB-;

     -- $4.70 million privately offered class M-7 certificates
        'BB+';

     -- $3.96 million privately offered class M-8 certificates
        'BB';

     -- $3.34 million privately offered class M-9 certificates
        'BB';

     -- $2.97 million privately offered class M-10 certificates
        'BB-'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 31.95% credit enhancement provided by classes M-1
through M-10 certificates, monthly excess interest and target
overcollateralization of 3.40%.

Credit enhancement for the 'AA' rated class M-1 certificates
reflects the 22.80% credit enhancement provided by classes M-2
through M-10 certificates, monthly excess interest and target OC.

Credit enhancement for the 'A' rated class M-2 certificates
reflects the 16.40% credit enhancement provided by classes M-3
through M-10 certificates, monthly excess interest and target OC.

Credit enhancement for the 'A-' rated class M-3 certificates
reflects the 14.55% credit enhancement provided by classes M-4
through M-10 certificates monthly excess interest and target OC.

Credit enhancement for the 'BBB+' rated class M-4 certificates
reflects the 12.75% credit enhancement provided by classes M-5
through M-10 certificates, monthly excess interest and target OC.

Credit enhancement for the 'BBB' rated class M-5 certificates
reflects the 11.15% credit enhancement provided by classes M-6
through M-10 certificates, monthly excess interest and target OC.

Credit enhancement for the 'BBB-' rated class M-6 certificates
reflects 9.45% credit enhancement provided by classes M-7 through
M-10 certificates, monthly excess interest and target OC.

Credit enhancement for the non-offered 'BB+' rated class M-7
certificates reflects the 7.55% credit enhancement provided by
classes M-8 through M-10 certificates, monthly excess interest and
target OC.

Credit enhancement for the non-offered 'BB' rated class M-8
certificates reflects the 5.95% credit enhancement provided by
classes M-9 through M-10 certificates, monthly excess interest and
target OC.

Credit enhancement for the non-offered 'BB' rated class M-9
certificates reflects the 4.60% credit enhancement provided by the
class M-10 certificates, monthly excess interest and target OC.

Credit enhancement for the non-offered 'BB-' rated class M-10
certificates reflects monthly excess interest and target OC.

The collateral pool consists of 4,788 fixed rate mortgage loans
and totals $247,087,151 as of the cut-off date.  The weighted
average original loan-to-value ratio is 97.19%.  The average
outstanding principal balance is $51,606 the weighted average
coupon is 9.943% and the weighted average remaining term to
maturity is 203 months. The loans are geographically concentrated
in CA (33.74%), and FL (7.66%).

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of Wells
Fargo Bank, N.A. as master servicer and trust administrator; JP
Morgan Chase Bank, NA as trustee; and Irwin Union Bank and Trust
Company will act as servicer.


MCI INC: Inks $315 Million Multi-State Tax Settlement
-----------------------------------------------------
Attorney General Mike Cox disclosed a $15 million settlement that
Michigan, 14 other states, and the District of Columbia have
entered into with MCI-WorldCom as payment of back taxes owed by
the company to the Michigan Department of Treasury.

"[Yester]day's settlement will bring much-needed millions for
Michigan without requiring the State to litigate numerous tax
claims arising out of MCI- WorldCom's 2002 Chapter 11 bankruptcy,"
said Mr. Cox.

The settlement with the bankruptcy debtors of MCI-WorldCom
concludes more than a year of negotiations between the parties.
The agreement relates to taxes owed to the states from MCI-
WorldCom, including taxes owed because of potential accounting
errors and resulting bankruptcy claims arising from the company's
Royalty Program.  The states' position is that the accounting
methods employed by the company's accountants, KPMG, allowed MCI-
WorldCom to take deductions or add-backs from 1999-2001 not
allowed under the states' tax laws.

Under the terms of the agreement, MCI-WorldCom will pay the
participating states a lump sum of $315 million related to the
Royalty Program by the end of October 2005, of which Michigan will
receive approximately $10.2 million.  In addition, Michigan will
receive an additional $4.9 million by the end of October 2005 as a
result of Department of Treasury audits for tax years before MCI's
Royalty Program, bringing its total to $15,098,065.  The
settlement does not include an admission of wrongdoing from MCI-
WorldCom.

Michigan joined Alabama, Arkansas, Connecticut, the District of
Columbia, Florida, Georgia, Iowa, Kentucky, Maryland,
Massachusetts, Missouri, New Jersey, Ohio, Pennsylvania, and
Wisconsin in the settlement, which was filed by MCI-WorldCom
Tuesday in the United States Bankruptcy Court for the Southern
District of New York.  It is expected to be approved by the Court
at an Oct. 11 hearing and payment will be made shortly thereafter.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.


MCI INC: To Pay Pa. $46.5 Million to Settle Fraudulent Tax Scheme
----------------------------------------------------------------
MCI-WorldCom has agreed to pay the Commonwealth of Pennsylvania
$46.5 million to settle its claim that MCI engaged in a sham
royalty scheme to avoid payment of Pennsylvania taxes from 1999 to
2002.

Pennsylvania Attorney General Tom Corbett said the scheme, devised
for MCI by accounting firm KPMG, was designed to shift income that
MCI received from its subsidiaries in various states, including
Pennsylvania, to states where the income would not be subject to
tax.  Over a four-year period, MCI allegedly charged its
subsidiaries over $20 billion in royalty fees.  The subsidiaries
deducted the royalty fees from state taxes as business expenses,
greatly reducing their tax liability in those states.  The royalty
income was then reported by MCI in states where the income was not
taxable.

Recognizing the potential impact of the royalty scheme on state
tax claims, Pennsylvania joined with fifteen other states to audit
MCI's records.

Mr. Corbett said the audit marked the first time that state taxing
authorities joined together in a bankruptcy case to investigate
tax fraud.  The Pennsylvania Attorney General's Office assumed a
lead role in negotiations with MCI, which resulted in MCI's
agreement to pay $315 million in total to the sixteen states that
are party to the settlement.

In addition to paying Pennsylvania $46.5 million, MCI will waive
any pre-bankruptcy refund claims and discontinue the current or
future use of any similar royalty program.  Ongoing negotiations
over MCI's non-royalty tax liabilities to Pennsylvania are
expected to result in still more payments.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.


MIRANT CORPORATION: Court Approves Second Enron Settlement Accord
-----------------------------------------------------------------
Mirant Corporation and certain of its debtor affiliates along
wihts its non-debtor affiliates Mirant Europe B.V., and Mirant
Canada Energy Marketing, Ltd., entered into a settlement agreement
dated May 27, 2005, with these Enron Debtors, resolving their
disputes over proofs of claim Mirant asserted:

    * Enron Corporation,
    * Enron North America Corp.,
    * Enron Capital & Trade Resources International Corp.,
    * Enron Energy Marketing Corp.,
    * Enron Energy Services Operations, Inc.,
    * Enron Power Marketing, Inc.,
    * ENA Upstream Company LLC, and
    * Enron Energy Services, Inc.

                      Mirant Entities' Claims

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that Mirant and Enron were parties to various commodity
contracts.  Certain of the Enron Debtors and Mirant Entities were
co-defendants in various litigations arising from the California
energy crisis and alleged improper price manipulations of the
energy markets.

The Mirant Entities filed 20 proofs of claim against various
Enron Debtors asserting, among others:

    (a) unsecured claims arising under various commodity
        contracts;

    (b) contingent guaranty and co-liability claims; and

    (c) secured claims arising from setoff and netting rights.

The Mirant Claims include:

    Mirant Entity   Claim No.   Claim Amount    Enron Entity
    -------------   ---------   ------------    ------------
    MAEM              13001      $72,441,204    Enron Corp.
    MAEM              13003       63,290,996    ENA
    Mirant Europe     13015        7,709,672    ECTRIC
    Mirant Europe     13038        7,709,672    Enron Corp.
    MAEM              13037        9,138,180    EPMI
    MAEM              13002                -    Energy Services
    Mirant Corp.      13017                -    EPMI
    Mirant Canada     13087        1,170,707    ENA
    Mirant Canada     13099        1,170,707    Enron Corp.

                    Canadian Settlement Agreement

On April 21, 2004, the Mirant Bankruptcy Court approved a
settlement agreement between Mirant Corp., MAEM, Mirant Canada
and Enron Canada Corp.  Under the Canadian Settlement Agreement:

    -- Claim No. 13087 asserted by Mirant Canada against ENA is
       deemed satisfied; and

    -- MAEM agreed to reduce its Claim No. 13003 against ENA by $6
       million.

In exchange, MAEM received a $2.1 million payment from Mirant
Canada that represented the market price associated with owning a
$6 million claim against ENA.

Upon further review of MAEM's books and records, the Mirant
Debtors determined that ENA only owed MAEM $59,401,574 under the
various agreements.  After accounting for the $6 million
reduction, MAEM is owed only $53,401,574.

Under the Canadian Settlement Agreement, Claim Nos. 13087 and
3099 have been satisfied.

According to Mr. Peck, the Enron Settlement Agreement serves to
implement certain aspects of the Canadian Settlement Agreement.

                            Enron Claims

On December 15, 2003, certain of the Enron Debtors filed Claim
Nos. 6288, 6290 and 6292, asserting claims against MAEM under
various trading contracts pursuant to which MAEM had filed claims
against the Enron Debtors.

Enron Corp. and Enron Asset Holdings, LLC, collectively filed six
additional proofs of claim, each for $136,000,000, against Mirant
relating to an Ecoelectrica transaction.  The six claims are the
subject of a separate Settlement Agreement dated May 31, 2005.

ENA Upstream also filed Claim No. 6289 that asserted claims
against MAEM for $5,786,198, arising from various trading
contracts.  Additionally, ENA filed Claim No. 6291 against Mirant
Corp. in an unliquidated amount based on two separate guaranties
issued March 13, 2002, and June 30, 2002, by Mirant Corp. in
favor of ENA.

                          Enron Objections

The Enron Debtors objected to:

    -- Claim No. 13039 of Mirant Corp. against ECTRIC arguing that
       no amounts were due pursuant to their books and records;

    -- Claim No. 13099 of Mirant Canada arguing that no amounts
       were due pursuant to their books and records; and

    -- Claim No. 13003 of MAEM arguing that MAEM had overvalued
       its claim.

                  California Settlement Agreement

On May 19, 2005, Judge Lynn approved a global settlement
agreement between certain California Parties and Mirant Debtors.
Under the California Settlement Agreement:

    a. The California Parties assumed MAEM's obligations under
       the California Refund Proceedings to the extent of the
       amount of the receivables assigned to the California
       Parties; and

    b. EPMI is entitled to file a proof of claim with the Mirant
       Bankruptcy Court asserting a claim against MAEM for
       refunds that it may be determined to owe to EPMI by the
       FERC arising out of sales made by MAEM in the markets
       administered by the California Independent System Operator
       and the California Power Exchange during the time period
       October 2, 2000, to June 20, 2001.

MAEM believes that the risk in allowing Enron to assert a late
proof of claim is minimal because:

    -- the California Parties have assumed MAEM's Refund
       Obligations to the extent of the receivables assigned by
       MAEM to the California Parties; and

    -- none of the Mirant Debtors' current estimates indicate that
       the Refund Obligations would ever exceed the amount of the
       California Receivables.

                      The Settlement Agreement

To receive distributions on account of the Enron Claims
immediately without the cost, delay, and uncertainty of
continuing the litigation of the Mirant Claims, the parties
agreed to settle.

Under the Settlement Agreement, the Enron Debtors will withdraw
with prejudice, Claim Nos. 6288, 6290 and 6291.  In exchange, the
Mirant Entities will withdraw with prejudice Claim Nos. 13002,
13017, 13018, 13037, 13039, 13087, 13099, 13101, 13102, 13121,
13122, 13123 and 15097, except for a portion of Claim No. 13037.

The Allowed Mirant Claims are resolved as:

    a. MAEM will have, with respect to Claim No. 13001, an Allowed
       Enron Guaranty Claim against Enron Corp. in Class 185 of
       the Enron Plan for $50,000,000;

    b. After accounting for the ENA Claim Reduction, MAEM will
       have, with respect to Claim No. 13003, an Allowed General
       Unsecured Claim against ENA in Class 5 of the Enron Plan
       for $53,401,574;

    c. Mirant Europe will have, with respect to Claim No. 13015,
       an Allowed General Unsecured Claim against ECTRIC in Class
       42 of the Enron Plan for $7,709,762; and

    d. Mirant Europe will have, with respect to Claim No. 13038,
       an Allowed Enron Guaranty Claim against Enron Corp. in
       Class 185 of the Enron Plan for $7,709,762.

The Allowed Enron Claims are resolved as:

    a. ENA Upstream will have, with respect to Claim No. 6289, an
       allowed general unsecured claim against MAEM for
       $5,786,198; and

    b. EPMI will have, with respect to Claim No. 6292, an allowed
       general unsecured claim against MAEM for $10,111,687.

EPMI may file a proof of claim with the Mirant Bankruptcy Court,
asserting a claim against MAEM for refunds that it may be
determined to owe to EPMI by FERC arising out of sales made by
MAEM in the markets administered by the CAISO and the CalPX
during the Refund Period.  The Mirant Entities will retain all
defenses to the claim other than that it is barred by the passage
of the Bar Date.

By this motion, the Mirant Debtors ask the Court to approve their
settlement agreement and mutual release with the Enron Debtors.

As previously reported, a similar settlement agreement was filed
with the Enron Bankruptcy Court.  That stipulation was later
withdrawn by the Enron Debtors.

                 Mirant Wants to Sell Allowed Claims

Jason D. Schauer, Esq., at White & Case, LLP, in Miami, Florida,
tells the Court that the Mirant Debtors have been contacted by
various third parties who have expressed an interest in
purchasing the Allowed Mirant Claims.

Mr. Schauer notes that the allowed claims of Enron creditors are
trading at less than the face amount of the claims because of the
anticipated distributions under the Enron Plan.  However, the
Debtors have determined that it may be most prudent and
advantageous, in their reasonable business judgment, to sell the
Allowed Mirant Claims after the effective date of the Enron
Settlement Agreement.

"The strategy would enable the Mirant Debtors to immediately
monetize their Mirant Allowed Claims against the Enron Debtors,
rather than having to wait for distributions thereon under the
Enron Plan," Mr. Schauer points out.

Mr. Schauer asserts that the Mirant Debtors are authorized to
sell the Mirant Allowed Claims in the ordinary course of their
business pursuant to Section 363(c)(1) of the Bankruptcy Code.

Out of an abundance of caution, the Debtors also seek the Court's
permission to enter into sale agreements with third parties
without further hearings, Court orders or notice to creditors.

In this way, Mr. Schauer points out, any concerns that a
potential purchaser of the Mirant Allowed Claims may have
regarding whether the sale of the claims is subject to avoidance
under Section 549 of the Bankruptcy Code may be alleviated.

Judge Lynn approves the Mirant Debtors' requests.

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


MIRANT CORPORATION: MAG Noteholders Sign Lock-Up Agreements
-----------------------------------------------------------
Dan Streek, Mirant Corporation's vice president and controller,
discloses in a regulatory filing with the Securities and Exchange
Commission that the Debtors have been informed that the holders
of MAG Long-Term Debt holding an aggregate of notes in excess of
$600 million have signed Lock-Up Agreements.

"The amount was the minimum amount agreed among Mirant, the [the
Official Committee of Unsecured Creditors of Mirant Americas
Generation LLC], and counsel to the MAG Ad Hoc Committee as
necessary to satisfy the condition set forth in Section 2(a)(i)
of the Lock Up Agreement and Section 10(b)(i) of the Term Sheet
such that the provisions of Section 10(x) and (y) of the Term
Sheet would become operative."

The Debtors updated the form of Lock-Up Agreement that they were
willing to accept as satisfactory from the holders of MAG Long-
Term Debt.  A full-text copy of the updated Lock-Up Agreement is
available for free at http://ResearchArchives.com/t/s?21c

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: Names Edward Muller Chairman & CEO
-----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas in
Fort Worth approved the appointment of Edward R. Muller, 53, as
Mirant Corp.'s chairman of the board, president and chief
executive officer.  He was previously elected to these positions
by Mirant's current board of directors.

"A new Mirant is emerging and I am thrilled to be leading it,"
said Mr. Muller.  "Starting today, I will begin working with our
board and management team to chart a course for the company that
seeks to take advantage of its assets, operational capabilities,
and fortified capital structure and liquidity."

Mr. Muller was previously president and chief executive officer of
independent power producer, Edison Mission Energy, and former
deputy chairman of Contact Energy, Ltd.  He succeeds A. William
Dahlberg as Chairman and Marce Fuller as president and CEO.

"Since the conclusion of the valuation proceeding in June, we have
been driving toward a year-end exit from Chapter 11," said M.
Michele Burns, Mirant's chief restructuring officer and chief
financial officer.  "Obtaining the support of our three official
committees was instrumental in moving the process forward.
Winning the Court's approval of our Disclosure Statement and
getting our proposed timeline formally adopted are important
milestones in the process."

To focus on Mirant, Mr. Muller has resigned from various boards,
including those of Ormat Technologies, Inc., (a developer,
builder, owner and operator of geothermal power plants) and
RigNet, Inc. (a communications services provider for oil and gas
rigs).  He will remain on the board of GlobalSantaFe Corporation
(an offshore oil and gas driller).

Mr. Muller is also a member of the Council on Foreign Relations,
past chairman of the U.S.-Philippines Business Committee and past
co-chairman of the International Energy Development Council.  He
holds a B.A. from Dartmouth College and a J.D. from the Yale Law
School.

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.


MITCHELL INT'L: Moody's Affirms $145 Mil. Facility's B1 Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Mitchell
International, Inc.'s $135 million first lien term loan (upsized
from $87 million).  The outlook remains stable.  Proceeds from the
additional borrowings under the first lien term loan facility and
cash on hand are expected to be used to repay all borrowings under
the second lien term facility plus related transaction expenses.
Mitchell expects to benefit from decreased interest costs due to
lower interest rates on the amended credit facility.

Moody's affirmed these definitive ratings:

   * $135 million first lien term loan facility (upsized from
     $87 million) due 2011, B1

   * $10 million revolving credit facility due 2009, B1

   * Corporate family rating, B1

Moody's withdrew these ratings:

   * $50 million second lien term facility due 2012, (P)B2

The ratings outlook is stable.

The ratings continue to benefit from a stable revenue stream
predominantly generated on a subscription basis from the company's
insurance and collision repair facility customers.  The company
provides information services and technology solutions that
automate the claims process for automotive physical damage and
medical injury claims.  The competitive climate in the auto
physical damage segment has been stable with minimal customer
turnover among the three largest providers (Mitchell, CCC
Information Services and ADP).  Barriers to entry remain high due
to:

   * significant switching costs,
   * proprietary databases, and
   * long standing customer relationships.

The company has experienced strong growth in the medical injury
segment due to increased implementation of its products among
insurance company customers.  Revenue concentration is moderate
with the company's largest insurance customers accounting for a
significant portion of revenues.

Mitchell's financial performance has been solid over the last two
years.  Total revenues grew about 9% in 2004 and 13% in the six
month period ending June 30, 2005.  Revenue growth was driven
primarily by strong performance in the medical injury segment.

The stable ratings outlook anticipates low customer turnover,
moderate overall revenue growth and improving operating margins.
Revenue growth is expected to be primarily driven by the continued
strong performance in the medical injury segment due to increased
utilization of the company's products by insurance company
customers.  Debt/Adjusted EBITDA (reflecting Moody's standard
adjustments and excluding the charge related to the August 2004
recapitalization distribution) was about 4x on an LTM basis at
June 30, 2005 with Debt/Revenues equal to about 93%.  Free cash
flow to debt for this period was strong within the ratings
category at about 11%.

The ratings are unlikely to improve in the intermediate term due
to the still relatively small size of the company's revenue base
and Moody's expectation that the company's equity sponsor may
adopt more aggressive financial policies to generate further
returns on its investment.  Downward ratings pressure could begin
to build if revenues and operating margins declined due to the
loss of certain large customers or increased pricing pressure such
that Debt/EBITDA increases to over 5x and free cash flow to debt
declines to under 7%.  A significant increase in leverage due to
another large dividend or recapitalization could also pressure the
rating.

The $135 million term loan and $10 million revolving credit
facility are secured by first priority security interests in
substantially all the assets of the company.  Mitchell had ample
cushion under its financial covenant levels at June 30, 2005 and
such covenants are not expected to change as a result of the
refinancing.

Headquartered in San Diego, California, Mitchell provides:

   * information products;
   * software; and
   * e-business solutions for:

     -- the auto insurance,
     -- collision repair,
     -- medical claims, and
     -- glass replacement industries.

Reported revenue for the last twelve months ended June 30, 2005
was approximately $172 million.


MITCHELL INT'L: S&P Rates Proposed $145 Million Facility at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
San Diego, California-based Mitchell International Inc. to
positive from stable.  At the same time, Standard & Poor's
affirmed its 'B+' corporate credit rating.  Standard & Poor's also
assigned its 'B+' rating, with a recovery rating of '3', to
Mitchell's proposed $145 million senior secured bank facility,
which will consist of:

   * a $10 million revolving credit facility (due 2010); and
   * a $135 million term loan (due 2012).

The bank loan rating, which is the same as the corporate credit
rating, along with the recovery rating, reflect S&P's 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 all existing debt.

"The outlook revision reflects improvement in Mitchell's financial
profile, specifically debt leverage, over the past several
quarters, as well as solid progress in growing the auto injury
segment," said Standard & Poor's credit analyst Ben Bubeck.

Since we initially rated Mitchell in July 2004, operating lease-
adjusted total debt to EBITDA has improved to 3.7x from nearly 5x.
Annual revenues from the auto injury segment also essentially have
doubled since 2003.

The ratings on Mitchell reflect its narrow product focus within a
niche marketplace, customer concentrations, and high debt
leverage.  These are only partly offset by a largely recurring
revenue base supported by intermediate-term customer contracts,
high barriers to entry, and solid operating margins, allowing for
modest free operating cash flow generation.


NATIONAL STEEL: Fitch Assigns BB- Rating to Perpetual Bond Issue
----------------------------------------------------------------
Fitch Ratings has assigned an international foreign currency
rating of 'BB-' to the proposed US$500 million perpetual notes to
be issued by National Steel S.A.

National Steel is a holding company that is 100% indirectly
controlled by Brazil's Steinbruch family and whose sole asset will
consist of 100% of the redeemable preferred shares of Vicunha
Acos.  Acos, in turn, is a holding company owning 100% of Vicunha
Siderurgia S.A., a holding company that owns a 42.74% controlling
interest in Brazilian steel producer Companhia Siderurgica
Nacional.

The perpetual notes have no fixed maturity date but will become
callable in whole on a quarterly basis after five years.  The
Rating Outlook is Stable.

The rating of the notes reflects the financial strength of CSN,
Vicunha's sole operating subsidiary, and the expectation that
CSN's future free cash flow available for dividends will be
sufficient to allow National Steel to service its debt
obligations.  Dividend payments by CSN of approximately US$140
million per year should allow National Steel to meet expected
annual debt service obligations of about US$50 million.

CSN distributed dividends totaling US$242 million and US$278
million in 2004 and in 2003, respectively.  National Steel's
obligations are structurally subordinated to those of CSN as its
only source of income consists of the dividends received
indirectly from CSN.  Thus, the rating of National Steel's
perpetual notes is linked to CSN's 'BBB-' local currency rating.

National Steel benefits from CSN's solid credit fundamentals.  In
2004, CSN generated consolidated operating EBITDA of US$1.5
billion, an increase of 86% compared with that of 2003 due mainly
to the strong steel price environment but also to the company's
improved value-added product mix with a larger portion coming from
galvanized steel.  With total debt of US$2.8 billion and cash of
US$1.1 billion, CSN had a total debt-to-EBITDA ratio of 1.9 times
(x) and a net debt-to-EBITDA ratio of 1.1x in 2004.  Due to the
company's expected strong cash flow generation, Fitch expects CSN
to maintain a total debt-to-EBITDA ratio of less than 2.0 times
(x) and a net debt-to-EBITDA ratio of less than 1.5x. CSN's free
cash flow in 2005 is expected to be about US$800 million.

The perpetual notes will be directly secured by a pledge from
Vicunha of 18% of the total outstanding common stock of CSN
(approximately 40% of their ownership position).  Based on the 60-
day average price of CSN's shares, the collateral currently has an
approximate market value of US$1.0 billion, or about two times the
perpetual notes issuance.

In addition, Acos will unconditionally and irrevocably guarantee
the perpetual notes.  The obligation to guarantee the notes will
rank pari passu with all unsecured and unsubordinated obligations
of Acos.  The level of debt at Acos is de minimis.  While CSN will
not financially guarantee the perpetual notes, a change of control
at CSN would trigger a prepayment of the notes and failure of CSN
or any of its subsidiaries to pay indebtedness of US$25 million or
greater would constitute an event of default.

The terms of the perpetual notes prohibit the issuer (National
Steel), the guarantor (Acos), and Pledgor (Vicunha) from incurring
material additional indebtedness.  The issuer will use the net
proceeds from the issuance to purchase equity redeemable
instruments to be issued by Acos.  Acos will use the net proceeds
to purchase common shares of Vicunha. Vicunha, in turn, will use
the proceeds of this equity contribution from Acos to repay its
BRL1.2 billion in debentures due June 2012.  Debt service payments
on the perpetual notes will be made from the dividends received by
National Steel via Acos and Vicunha from CSN.

With annual production capacity of 5.6 million tons of crude
steel, CSN ranks as one of the largest steel producers in Latin
America.  The company's fully integrated steel operations, located
in the State of Rio de Janeiro in Brazil, produce steel slabs and
hot- and cold-rolled coils and sheets for the automobile,
construction, and appliance industries, among others.  CSN also
holds leading market shares in the galvanized and tin-mill
products segments.

A full copy of Fitch's credit analysis report about National Steel
and CSN can be found within Fitch Research, Fitch's web site,
located at http://www.fitchratings.com/or by contacting products
and services at +1-212-908-0800.

Some of National Steel's securities trade in the United States and
the Company delivers periodic disclosures to the Securities and
Exchange Commission.  The Company's SEC filings are available for
free at http://researcharchives.com/t/s?218


NEIMAN MARCUS: S&P Lowers Corporate Credit Rating to B+ from BBB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Neiman Marcus Group Inc.  The corporate credit rating was lowered
to 'B+' from 'BBB'.  All ratings are removed from CreditWatch,
where they were placed March 16, 2005 with negative implications.
The outlook is stable.  The rating action precedes the imminent
closing of the $5.1 billion LBO of Neiman Marcus by Texas Pacific
Group and Warburg Pincus.

Standard & Poor's also assigned its 'B+' bank loan rating and a
recovery rating of '2' (indicating the expectation for substantial
{80%-100%} recovery of principal in the event of a payment
default) to the company's new $1.975 billion term loan (based on
preliminary documentation).  The borrower will be Newton
Acquisition Merger Sub. Inc., which will be merged into The Neiman
Marcus Group Inc. upon completion of the merger transaction.  The
rating on the company's existing $125 million 7.125% senior notes
due 2028 was lowered to 'B+' from 'BBB'.  These notes, which had
been unsecured, will become secured upon completion of the
transaction and will have the same first-priority lien on
property, plant, and equipment as the term loan.

In addition, a 'B-' rating was assigned to a new issue of
$700 million 9.0% senior unsecured notes due 2015 and to a new
issue of $500 million 10.375% senior subordinated notes due 2015.
These notes are issued under Rule 144a with future registration
rights.

The rating action reflects concern over the substantial
deterioration of Neiman Marcus' financial profile that will result
from the $5.1 billion LBO, because the multibillion dollar
financing will result in substantially more leverage and a sharp
decline in cash flow protection.  After giving effect to the new
capital structure, total debt outstanding will swell to
approximately $3.3 billion from $250 million, lease-adjusted total
debt to EBITDA will approximate 6.5x, and EBITDA coverage of
interest will be about 1.8x.

"Although these pro forma ratios are more indicative of a 'B' or
'CCC' rating category, we believe that the company's business risk
profile is an important mitigating factor," explained Standard &
Poor's credit analyst Jerry Hirschberg.  "Our analysis indicates
that Neiman Marcus is well positioned in the upscale retail sector
and should be able to weather periodic downturns without seriously
diminishing its competitive position.  Moreover, we believe that
prospects are good for continued growth, based on favorable
demographics, the company's strong relationship with consumers,
vendors, and designers, and Neiman Marcus' ability to
differentiate itself from competition."


NEXIA HOLDINGS: Earns $741,000 in Quarter Ended June 30
-------------------------------------------------------
Nexia Holdings Inc. delivered its amended quarterly report on Form
10-QSB/A for the period ended June 30, 2005, to the Securities and
Exchange Commission on Sept. 22, 2005

The Company reported net income of $741,184 and $317,809 for the
three and six month periods ended June 30, 2005, as compared to
net losses of $397,751 and $1,149,911 for the comparable periods
in 2004.

The change from net losses to gains, is attributable primarily to
the gain recognized on the sale of the Glendale shopping center
for $756,471 and income from settlement of litigation totaling
$181,500.  The Company also recorded a decrease in expenses as a
result of issuing fewer shares of common stock for services
rendered by employees and contractors during the first six months
of 2005.

Revenues of Nexia Holdings Inc. have not been sufficient to cover
the Company's operating costs.  The Company had a loss from real
estate operations of $4,654 and $79,358 for the three and six
months ended June 30, 2005, compared to a loss of $100,729 and
$164,952 for the comparable periods in 2004.  The change in loss
in the amount of $ $96,075, or 95%, and $85,594, or 51.9%,
respectively is attributed to the reduced costs of operation of
the real estate holdings of the Company as a result of the sale of
the Glendale shopping center in Salt Lake City, Utah.

On June 30, 2005, Nexia had current assets of $1,344,950 and
$3,872,416 in total assets compared to current assets of $565,834
and total assets of $4,006,060 at of Dec. 31, 2004.  Nexia had net
working capital of $ 96,127 at June 30, 2005, as compared to a net
working capital deficit of $51,335 at December 31,2004.  The
increase in working capital is due primarily to the reduction in
outstanding accounts payable and pay off of the Glendale Plaza
mortgage, as a result of the property sale, during the first six
months of 2005.

                       Substantial Doubt

Despite the reported net income, the issue of cumulative operating
losses in excess of $12 million over the years raises substantial
doubt about the Company's ability to continue as a going concern.
The Company has incurred cumulative operating losses through June
30, 2005 of $12,989,483.

HJ & Associates, LLC, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm points to the Company's significant
losses from operations, $13,228,622 accumulated deficit at Dec.
31, 2004 and $51,335 working capital deficit at Dec. 31, 2004.

                     Axis Labs Purchase

On August 25, 2005, the Company  entered into an Acquisition
Agreement with Axis Labs, Inc., Axis Group, LLC, Kent Johnson,
Glen Southard, F. Briton McConkie and Peter Kristensen for the
acquisition of 7,984,000 shares or 100% equity interest in Axis
Labs Inc. in exchange for 165,000 shares of the Company's Series C
Preferred Stock.

The parties have agreed that the Series C Preferred Stock may not
be converted into shares of the Company's common stock until
either 24 months from the date of execution of the Acquisition
Agreement or Axis has raised a minimum of $1,500,000 to fund its
plan of operation.

The Company will also have the right to rescind the transaction in
the event Axis is unable to raise a minimum of $1,500,000 within
24 months from the date of execution of the Agreement.

                 Dutchess Equity Financing

Dutchess Private Equities Fund, LP, has agreed to extend up to $10
million in equity financing to the Company pursuant to the
Investment Agreement and Registration Rights Agreement signed on
Aug. 15, 2005.

The period of the financing extends for up to a three-year period,
during which the Company can receive funds through the sale of its
common stock to Dutchess.  The purchase price of the shares is
stipulated to at 95% of the lowest closing bid price for the five
trading days after receives a request from the Company.

The financing will only become available to the Company after the
filing and subsequent effectiveness of an SB-2 Registration
Statement to be prepared and filed by the Company with the
Securities and Exchange Commission.

                         About Nexia


Based in Salt Lake City, Utah, Nexia Holdings --
http://www.nexiaholdings.com/-- through its subsidiaries, engages
in the acquisition, lease, management, and sale of real estate
properties in the continental United States.  It operates, owns,
or has interests in a portfolio of commercial, industrial, and
residential properties.  The company's commercial properties
comprise Wallace-Bennett Building, and a one-story retail building
in Salt Lake City, Utah; and an office building in Kearns, Utah.
Its residential property comprises a condominium unit located in
close proximity to Brian Head Ski Resort and the surrounding
resort town in southern Utah. The company's industrial property
includes Parkersburg Terminal in Parkersburg, West Virginia. It
also owns parcels of undeveloped land in Utah and Kansas.


NORTHWEST AIRLINES: Brings In Boies Schiller as Antitrust Counsel
-----------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates need
special counsel to perform legal services in connection with
antitrust, litigation and regulatory issues.

In this regard, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to employ
Boies, Schiller & Flexner, LLP, as special antitrust and
litigation counsel pursuant to Section 327(e) of the Bankruptcy
Code.

According to Barry Simon, executive vice president and general
counsel for Northwest Airlines Corporation, Boies Schiller's
selection is based on its experience and knowledge in the field
of antitrust law, its expertise, experience and knowledge of
litigation, its experience in representing the Debtors prior to
the Petition Date, and its ability to quickly respond to all
issues that may arise in these cases.  This makes Boies Schiller
both well qualified and able to represent the Debtors in their
Chapter 11 cases in an efficient and timely manner.

Mr. Simon tells the Court that the Debtors have utilized Boies
Schiller before the Petition Date to handle issues concerning:

   (a) representation of the Debtors in private civil actions;

   (b) regulatory matters, including a Joint Application for
       Antitrust Immunity before the Department of
       Transportation; and

   (c) various antitrust investigations conducted by the
       Department of Justice.

The Firm also provides antitrust, litigation and regulatory
advice to the Debtors on an ongoing basis.

Boies Schiller will:

   (a) continue representation of the Debtors in the continuing
       matters;

   (b) continue to advise the Debtors concerning antitrust,
       regulatory and litigation issues; and

   (c) perform all other necessary legal services in furtherance
       of their role as the Debtors' Special Antitrust and
       Litigation Counsel.

Boies Schiller will be compensated for its legal services on an
hourly basis in accordance with the Firm's ordinary and customary
hourly rates:

           Professional                      Rate
           ------------                      ----
           Partners                      $350 to $810
           Associates                    $150 to $390
           Legal Assistants               $95 to $245

The principal attorneys and paralegals designated to represent
the Debtors and their standard hourly rates are:

           Professional                      Rate
           ------------                      ----
           David Boies                       $810
           James Denvir                      $520
           Andrew Hayes                      $510
           Jonathan Shaw                     $510
           Amy Mauser                        $520
           Alfred Levitt                     $420
           Scott Gant                        $395
           Paul Kunz                         $300
           Daniel Low                        $330
           Jerren Holdip                      $95
           George Perkins                    $125
           Abayomi Ayandipo                  $105
           Beth Brivic                       $100

The Debtors will also reimburse the Firm for necessary expenses
incurred.

James P. Denvir, a partner at Boies Schiller, discloses that
prior to the Petition Date, the Firm was paid a $240,000 retainer
on the Debtors' behalf.  This retainer was paid for services to
be rendered and expenses to be incurred in connection with the
Debtors' cases postpetition.  A $240,000 balance remains as a
general retainer for postpetition services.

The Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b), Mr. Denvir assures Judge Gropper.

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: Wants to Employ Groom as Benefits Counsel
-------------------------------------------------------------
Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, tells the U.S. Bankruptcy Court
for the Southern District of New York that the Debtors
have used The Groom Law Group, Chartered, for more than 10 years
to handle employee benefits matters, particularly matters
concerning the Employee Retirement Income Security Act of 1974,
as amended, 29 U.S.C. Sections 1001 et seq., and the Pension
Benefit Guaranty Corporation.

In representing the Debtors prepetition on benefits issues, Groom
has become familiar with the Debtors' business and affairs and is
aware of any potential benefits issues that may arise in these
cases.  Thus, Groom is both well qualified and able to represent
the Debtors in their Chapter 11 cases in an efficient and timely
manner, Mr. Simon says.

Hence, the Debtors seek permission from the Court to employ Groom
as special employee benefits counsel.

Groom will:

   (a) provide legal advice concerning the Debtors' employee
       benefit plans, including, but not limited to, the
       application of the ERISA and relevant provisions of the
       Internal Revenue Code;

   (b) represent the Debtors in connection with any information
       inquiries, investigations, or proceedings brought by the
       PBGC, the Department of Labor, or the Internal Revenue
       Service -- the three federal agencies with regulatory
       authority over the Debtors' employee benefit plans;

   (c) attend meetings and negotiate with representatives of the
       employees in administering the employee benefits plans;
       and

   (d) appear on behalf of the Debtors before the Court, any
       appellate court, and the United States Trustee in
       connection with matters relating to the Debtors' employee
       benefits plan.

Gary M. Ford, principal at Groom, assures Judge Gropper that his
Firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).
Groom its partners, counsel and associates:

   (a) are not creditors, equity security holders or insiders of
       the Debtors;

   (b) are not and were not investment bankers for any
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition
       Date:

       * investment bankers for a security of the Debtors; or

       * an attorney for an investment banker in connection with
         the offer, sale, or issuance of a security of the
         Debtors;

   (d) are not and were not within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       of any investment banker; and

   (e) do not have an interest materially adverse to the
       interests of the Debtors' estates or any class of
       creditors or equity security holders, by reason of any
       direct or indirect relationship to, in connection with or
       interest in, the Debtors or an investment banker.

The Debtors will compensate Groom in accordance with its
customary hourly rates:

           Professional                      Rate
           ------------                      ----
           Partners                      $455 to $695
           Associates                    $330 to $455
           Paralegals                    $130 to $170

The principal attorneys and paralegals designated to represent
the Debtors and their current standard hourly rates are:

           Professional                      Rate
           ------------                      ----
           Gary M. Ford                      $695
           Lonie A. Hassel                   $535
           Thomas S. Gigot                   $535
           Elena C. Barone                   $420
           Sarah A. Huck                     $380

Groom will also be reimbursed for its out-of-pocket expenses.

Mr. Ford discloses that prior to the Petition Date, Groom was
paid a retainer on behalf of all the Debtors.  The retainer was
paid for services to be rendered and expenses to be incurred in
connection with the Debtors' prepetition and postpetition cases.
After crediting against the retainer all fees and expenses
incurred prepetition, a $60,000 balance remains as a general
retainer for postpetition 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)


NVF COMPANY: Wants CB Richard as Real Estate Broker
---------------------------------------------------
NVF Company and its debtor-affiliate ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ CB Richard
Ellis, Inc., as their real estate broker.

CB Richard will:

    (a) market and sell the Wilmington facility;

    (b) develop and execute a marketing program for the Wilmington
        facility;

    (c) prepare professional brochures for distribution to
        potential purchases;

    (d) list the property in the commercial real estate database
        and the internet; and

    (e) contact and negotiate with potential purchasers on behalf
        of the Debtors.

The Debtors disclose that CB Richard will be paid a commission of
4% of the gross sale price or 5% of the gross sale price if the
property is co-brokered.

To the best of the Debtors' knowledge, CB Richard does not hold
any interest adverse to the Debtors or their estates.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


OCEAN WEST: Chavez and Koch Expresses Going-Concern Doubt
---------------------------------------------------------
Chavez and Koch CPA's expressed substantial doubt about Ocean West
Holding Corporation's ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended Sept. 30, 2004.  The auditing firm points to the Company's
recurring losses from operations and accumulated deficit of
$6,149,853 as of Sept. 30, 2004.

The Company's former independent auditor, Hein & Associates LLC,
also expressed substantial doubt about the Company's ability to
continue as a going concern after its audit of the Company's
financial statements for the fiscal year ended Sept. 30, 2003.
The auditing firm issued the negative going-concern opinion based
on the Company's accumulated deficit and failure to comply with
loan covenants under one of its warehouse lines of credit.

In its Form 10-K/A for the year ended Sept. 30, 2004, submitted to
the to the Securities and Exchange Commission on Sept. 21, 2005,
the Company reports a $2,520,921 net loss from operations for the
year ended Sept. 30, 2004, compared to income of $340,086 for the
year ended September 30, 2003.  Since inception through Sept. 30,
2004, the Company has suffered recurring losses from operations;
and incurred aggregate net losses of $6,149,853.

The Company's balance sheet shows $8,592,692 of assets at Sept.
30, 2004, and liabilities totaling $,303,889. In the same period,
the Company reports total current assets of  $7,909,279 and
current liabilities of $8,734,199.

                         Liquidity

The Company's liquidity is strained and it must depend on its
warehouse lines of credit with Provident Consumer Financial
Services and Warehouse One Acceptance Company IV, LLC., the limit
of which have been reduced.  In addition, the lines of credit
dictate the amount that will be made available to the Company,
determined by the type of mortgage or consumer loan being funded.

The Company's current liquidity resources are minimal.  It has not
consistently met the HUD net worth requirements.  It was unable to
maintain a minimum net worth of $1,000,000 to retain its mortgagee
status.  Due to the fact that the Company was unable to maintain
its required net worth and the amount of FHA business has
decreased significantly over the past few years, the Company
elected to change its status to Correspondent with HUD in July of
2003.  The percentage of FHA loans funded for the year ended
September 30, 2004 was 3.6% based on dollar volume, compared to
9.2% for the year ended September 30, 2003.

                 Sarbanes-Oxley Compliance

The Company does not meet certain corporate governance
requirements imposed by the Sarbanes-Oxley Act and is not eligible
to have its shares listed on NASDAQ, AMEX or the NYSE.  Of the new
requirements imposed by the Sarbanes-Oxley Act, among others,
Ocean West currently has no "independent directors" on its Board
of Directors, no Audit Committee, Compensation Committee or
Nomination Committee.  Further, the Company does not have any
independent "financial experts" on its Board of Directors.

                     About Ocean West

Ocean West Holding Corporation is a retail and wholesale mortgage
banking company primarily engaged in the business of originating
and selling loans secured by real property with one-to-four units.
The Company offers a wide range of products aimed primarily at
high quality, low risk borrowers, currently in the state of
California.  Under its current business strategy, it makes most of
its loans to: purchase existing residences, refinance existing
mortgages, consolidate other debt, and finance home improvements,
education or similar needs.


OWENS CORNING: Wants to Amend D. Brown & M. Thaman Agreements
-------------------------------------------------------------
Owens Corning and its debtor-affiliates have implemented a number
of employee programs designed to attract and maintain the
brightest and the best workforce and management team to run their
businesses.  The Employee Programs include Owens Corning's:

    a. Long Term Incentive Plan,
    b. Corporate Incentive Plan,
    c. Key Employee Retention Plan, and
    d. Severance Agreements with members of key management.

Owens Corning notes that its Board of Directors is keenly aware
of the need for the Company to groom and develop key leaders and
to anticipate and prepare for management succession.  To that
end, the Board is constantly evaluating the possibility of losing
key leaders and making sure that the Debtors are cultivating and
developing talent from within.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
District of Delaware's permission to amend Key Management
Severance Agreements they entered into with:

    1. David T. Brown, president and chief executive officer of
       Owens Corning; and

    2. Michael H. Thaman, chairman of the Board of Directors and
       chief financial officer of Owens Corning.

According to the Debtors, Mr. Brown, 57, began his career with
the Debtors in sales and marketing in 1978.  He excelled at a
variety of roles and key leadership positions, ultimately being
named president and chief executive officer of Owens Corning in
2002.

Mr. Thaman, 41, started his career with the Debtors in 1992 as a
director of Corporate Development.  Due to his strong business
skills, Mr. Thaman held a number of key leadership positions with
the Debtors throughout his career.  Mr. Thaman was named chairman
of the Board of Directors and chief financial officer of Owens
Corning in 2002.

Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
relates that in promoting Messrs. Brown and Thaman, Owens
Corning's Board of Directors recognized the executives' unique
talents and skill.  The business results achieved by the Debtors
under Messrs. Brown and Thaman's leadership have been
extraordinary and a testament to their strong operational
abilities, Mr. Minuti says.

                       Succession Planning

In February 2005, the Debtors intensified their focus on
retaining Mr. Thaman as Mr. Brown's likely successor and
retaining Mr. Brown until an appropriate successor (whether Mr.
Thaman or someone else) would be ready to assume the role of
chief executive officer.

The Board asked its Compensation Committee to work with the
Debtors' Senior Vice President of Human Resources to determine
whether the existing Employee Programs, as applied to Messrs.
Brown and Thaman, were "at market" and sufficient to maximize the
chances of retaining Mr. Brown for as long as possible and Mr.
Thaman until Mr. Brown's retirement.

The Compensation Team is composed of the Chairman of the
Compensation Committee, Owens Corning's Senior Vice President of
Human Resources, the Compensation Committee's independent outside
counsel and the Debtors' executive compensation consultant.

The Compensation Team analyzed the Employment Programs as applied
to the Executives and concluded that while the programs were
generally sufficient, certain changes to the Severance Agreements
were necessary to further the Debtors' succession planning goals.

Ultimately, the Compensation Team recommended that the Severance
Agreements remain in place and that limited changes be made.

The Compensation Committee considered and subsequently approved
the proposed amendments to the Severance Agreements.

The Compensation Committee then directed the Compensation Team to
discuss the proposed changes with the Executives, and to work
with the Committee Chairman to address and resolve the
Executives' issues or concerns.

According to Mr. Minuti, the Executives did not participate in
the decision to amend the Severance Agreements, but did provide
comments to the proposed changes.  It resulted in one clarifying
change approved by the Compensation Committee Chairman.

The material amendments to the Severance Agreements are:

A. Clarification of the Definition of "Change of Control"

    The Severance Agreements currently provide for severance
    benefits in certain circumstances after a "Change of Control".

    The Amended Severance Agreements clarify that the Company's
    emergence from bankruptcy will not constitute a "Change of
    Control" for severance purposes.

B. Clarification of the Definition of "Constructive Termination"

    The Severance Agreements currently provide for severance
    benefits in certain circumstances after a "Constructive
    Termination."

    The Constructive Termination under the Amended Severance
    Agreements will be deemed to have occurred if:

    (1) the Executives involuntarily lose their positions as
        members of the Board of Directors, and in the case of Mr.
        Thaman, the involuntary loss of his position as Chairman
        of the Board;

    (2) the Executives' eligibility under the Company's Incentive
        Plan is reduced without the Executives' written consent;
        and

    (3) Mr. Thaman does not succeed Mr. Brown as the Company's
        chief executive officer.

C. The Inclusion of an Excise Tax Reimbursement

    Although the Executives remain responsible to pay all ordinary
    taxes resulting from the payments under the Severance
    Agreements, a provision has been added to each of the Amended
    Agreements to provide for the full reimbursement for any
    excise or similar taxes which the Executives may be required
    to pay as a result of payments made under the Severance
    Agreements.

D. Payment of Pro Rata LTIP Payments

    Pursuant to the Debtors' Long Term Incentive Plan, the
    Compensation Committee has discretion to allow a retiring
    employee to remain eligible for a pro rata LTIP award.  Mr.
    Brown's Severance Agreement has been amended to make clear
    that the Compensation Committee will exercise its discretion
    to maintain the pro rata eligibility.

E. Duration of Severance Agreements

    The Amended Severance Agreements clarify that the agreements
    remain in effect after the two-year period after a Change of
    Control.

F. Other Miscellaneous Changes

    The Amendments include certain other non-material changes
    consisting of the removal of duplicative provisions, a
    possible change in the timing of payments to comply with the
    Internal Revenue Code and other changes to make the agreements
    internally consistent.

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)


PEGASUS SATELLITE: Liquidating Trustee Updates Recovery Analysis
----------------------------------------------------------------
The Liquidating Trustee for The PSC Liquidating Trust disclosed
changes to the initial recovery estimate provided to the Trust's
beneficiaries in June 2005 contained in an Updated Recovery
Analysis.

The updated recovery estimate ranges from 49.6% of currently
estimated Class 3A Claims to 55.1% of such claims, subject to a
number of factors.

A full-text copy of the Updated Recovery Analysis is available at
no charge at http://ResearchArchives.com/t/s?21a

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite television.
The Company, along with its affiliates, filed for chapter 11
protection (Bankr. D. Maine Case No. 04-20889) on June 2, 2004.
Larry J. Nyhan, Esq., James F. Conlan, Esq., and Paul S. Caruso,
Esq., at Sidley Austin Brown & Wood, LLP, and Leonard M. Gulino,
Esq., and Robert J. Keach, Esq., at Bernstein, Shur, Sawyer &
Nelson, represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $1,762,883,000 in assets and $1,878,195,000 in liabilities.

The PSC Liquidating Trust was established by order of the
Bankruptcy Court, pursuant to the First Amended Joint Chapter 11
Plan of Pegasus Satellite Communications, Inc. and its related
direct and indirect subsidiaries.  The Plan became effective on
May 5, 2005.  In accordance with the terms of the Plan, the
purpose of the Trust is to maximize the value of certain of the
Debtors' assets, to evaluate and pursue, if appropriate, rights
and causes of actions, as successor to and representative of the
Debtors' estates in accordance with section 1123(b)(3)(B) of the
Bankruptcy Code, and to make distributions to its beneficiaries.

The Trust -- http://www.psc-trust.com/-- is not a public
reporting entity and has no reporting requirements other than
those specifically provided for in the Plan.  The Liquidating
Trustee has provided the information on the website only as an
accommodation to beneficiaries of the Trust.  The Trust maintains
offices in Bala Cynwyd, Pa. and Jackson, Mass.  The Liquidating
Trustee maintains offices in New Rochelle, N.Y.


PENN NATIONAL: Completes $2.2 Billion Argosy Gaming Acquisition
---------------------------------------------------------------
Penn National Gaming, Inc. (NASDAQ:PENN) completed the acquisition
of Argosy Gaming Company (NYSE: AGY).  As previously announced,
Argosy stockholders are receiving $47.00 per share in cash for
each share of common stock.  The acquisition is valued at
approximately $2.2 billion, including approximately $791.3 million
of long-term debt of Argosy and its subsidiaries.  The acquisition
is expected to be immediately accretive to Penn National's
earnings per share.  Separately, Penn National disclosed the
closing of a $2.725 billion senior secured credit facility to fund
the acquisition and to provide additional working capital.

Penn National acquired six Argosy casino entertainment facilities,
although the Company has agreed to divest three of those
properties to expedite the receipt of the regulatory approvals
required to complete the merger.  The Company has already entered
into a definitive merger agreement to sell the Argosy Casino-Baton
Rouge to Columbia Sussex for $150 million before working capital
adjustments and the Company has until Dec. 31, 2006, to enter into
definitive sale agreements for the Alton and Joliet, Illinois
properties.

Reflecting the planned divestitures, the combined company
generates revenues in excess of $2 billion and its properties
feature over 17,500 slot machines and approximately 575,000 square
feet of casino space.  With the completion of the transaction,
Penn National has broadened its asset base to include ten gaming
facilities, five pari-mutuel horse racing facilities (including
two with slots soon to be added and a joint venture), six off-
track wagering sites and the Company holds a Canadian casino
management contract.  Penn National now owns or operates gaming or
pari-mutuel properties in thirteen North American jurisdictions.

"With this accretive transaction we further diversify the
Company's sources of revenue and cash flow as we gain entree into
Missouri, Iowa and Indiana with casinos, and operate an Ohio pari-
mutuel facility," Peter M. Carlino, Chief Executive Officer of
Penn National, said.  "Penn National also adds two compelling
growth opportunities to our existing slate of expansion
initiatives while further building the critical mass of our gaming
operations and broadening our gaming management resources.

"Penn National is very well positioned to continue generating
strong earnings growth over the next several years based on the
integration of the Argosy assets, the commencement of slot
operations at our Maine and Pennsylvania facilitates, further
property development at Charles Town Races and the completion of
the Argosy Casino-Riverside and Argosy Casino-Lawrenceburg
expansion projects.  Our near-term focus is on a successful
integration of the acquired properties and achieving the
anticipated $20 million in corporate cost savings and synergies.
Longer-term, after applying the proceeds from the divestiture of
the three Argosy properties to reduce our debt, and with the
expected earnings power of the combined entity and new sources of
revenue and cash flow, we expect to generate significant free cash
flow to further reduce debt, invest in our portfolio of properties
and explore other areas to continue growing Penn National.  We
expect to provide revised 2005 guidance when we issue third
quarter earnings results later this month.

"Finally, we welcome the Argosy operating management and employees
to Penn National. As a diversified, industry leading gaming
company, we believe we can offer employees significant
opportunities for growth and career advancement."

Goldman, Sachs & Co., Bear, Stearns & Co. Inc. and Lehman Brothers
acted as financial advisor and Skadden, Arps, Slate, Meagher &
Flom LLP acted as legal advisor to Penn National Gaming.  Morgan
Stanley acted as financial advisor and Davis Polk & Wardwell acted
as legal advisor to Argosy Gaming Company.

Argosy Gaming Company owns and operates casinos and related
entertainment and hotel facilities in the Midwestern and Southern
United States.  Argosy owns and operates the Argosy Casino-Alton
in Illinois, serving the St. Louis metropolitan market; the Argosy
Casino-Riverside in Missouri, serving the greater Kansas City
metropolitan market; the Argosy Casino-Baton Rouge in Louisiana;
the Argosy Casino-Sioux City in Iowa; the Argosy Casino-
Lawrenceburg in Indiana, serving the Cincinnati and Dayton
metropolitan markets; and the Empress Casino Joliet in Illinois
serving the greater Chicagoland market.

Reflecting the addition of three Argosy properties (and the
anticipated divestitures described above), Penn National Gaming
owns and operates casino and horse racing facilities with a focus
on slot machine entertainment.  The Company presently operates
fifteen facilities in thirteen jurisdictions including Colorado,
Illinois, Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri,
New Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  Although
the Company's Casino Magic -- Bay St. Louis, in Bay St. Louis,
Mississippi and the Boomtown Biloxi casino in Biloxi, Mississippi
remain closed following extensive damage incurred as a result of
Hurricane Katrina all property statistics in this announcement are
inclusive of these properties.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PENN NATIONAL: Argosy Acquisition Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Penn National
Gaming, Inc. on review for possible upgrade following the
company's announcement that it has completed its acquisition of
Argosy Gaming Company.  At the same time, Moody's lowered, and
subsequently withdrew, Argosy's ratings.  As part of the
transaction, Penn refinanced Argosy's existing bank debt and
senior subordinated notes totaling about $760 million.  This
completes the review process for Argosy that began on
November 4, 2004 when both companies entered into a definitive
merger agreement in a transaction valued at about $2.2 billion.

The review for upgrade for Penn considers that pro forma leverage
is lower then originally expected when the acquisition was
announced late last year, and that the combined entity is capable
of rapidly reducing leverage further by the end of fiscal 2007.
Continued strong operating results combined with total absolute
debt reduction at both Penn and Argosy have reduced pro forma
debt/EBITDA, originally noted at about 5.8 times (x) in Nov. 2004,
to currently at about 5.0x.

The review will focus on Penn's ability and willingness to
maintain a long-term financial and leverage profile that is
consistent with a higher rating.  As a result of the acquisition,
Penn has already established an asset size and profile that
supports a higher rating.  Other specific considerations include
future development and expansion plans and the financial impact
resulting from the requirement that Penn sell two Illinois casinos
(Argosy Casino-Alton and Empress Casino Joliet) within fifteen
months of completing its acquisition of Argosy.  The sale of these
assets was a condition to the Illinois Gaming Board's consent to
proceed with the acquisition.  The review will also consider the
financial impact resulting from the recent hurricanes.  Penn owns
two casinos in the Mississippi Gulf Coast area, and two casinos in
Baton Rouge, LA., one of which Penn agreed to sell following the
closing of the Argosy acquisition.

These Penn ratings were placed on review for possible upgrade:

   * $750 million senior secured revolving credit facility
     due 2010 -- Ba3;

   * $325 million senior secured term loan A due 2011 -- Ba3;

   * $1.65 billion senior secured term loan B due 2012-- Ba3;

   * $200 million 6.875% guaranteed senior subordinated notes
     due 2015 -- B2;

   * $175 million 8.875% guaranteed senior subordinated notes
     due 2010 -- B2;

   * $250 million 6.750% non-guaranteed senior subordinated notes
     due 2011 -- B3; and

   * Corporate family rating -- Ba3.

These Argosy ratings were lowered and will be withdrawn:

   * $500 million senior secured revolver due 2009, Ba1 to Ba2;

   * $175 million senior secured term loan B due 2011, Ba1 to Ba2;

   * $200 million 9% guaranteed senior subordinated notes
     due 2011, Ba3 to B2;

   * $350 million 7% non-guaranteed senior subordinated debt
     due 2014, B1 to B3; and

   * Corporate family rating, Ba2 to Ba3.

Penn National Gaming, Inc. is a diversified and multi-
jurisdictional owner and operator of gaming properties and horse
racetracks and associated off-track wagering facilities primarily
in the United States.  Pro forma for the acquisition of Argosy,
net gaming revenues are about $2.2 billion.


PENN NATIONAL: Closes $2.75 Billion Senior Secured Credit Facility
------------------------------------------------------------------
Penn National Gaming, Inc. (NASDAQ:PENN) closed a $2.725 billion
senior secured credit facility to fund its acquisition of Argosy
Gaming Company (which has now been completed), including payment
for all of Argosy's outstanding shares, the retirement of certain
long-term debt of Argosy and its subsidiaries and the payment of
related transaction costs, and to provide additional working
capital.  Concurrent with this financing, Penn National's previous
senior credit facility was repaid.

The $2.725 billion financing package consists of three credit
facilities comprised of a $750 million revolving credit facility
(of which $236 million is drawn), a $325 million Term Loan A
Facility and a $1.65 billion Term Loan B Facility.

Deutsche Bank Trust Company Americas, Goldman Sachs Credit
Partners L.P., and Lehman Brothers Inc. served as Joint Lead
Arrangers/Agents.

The credit facility allows Penn National Gaming to raise an
additional $300 million in senior secured credit for project
development and property expansion as well as to satisfy, if
necessary, the post-closing termination rights related to the
Company's sale earlier this year of The Downs Racing and its
subsidiaries to the Mohegan Tribal Gaming Authority (which arise
only in the event of certain materially adverse legislative or
regulatory events).

"Managing our capital structure and balance sheet have been
important elements of Penn National's long-term growth and
expansion," Peter M. Carlino, Chief Executive Officer of Penn
National said.  "Our finance team has done an excellent job
structuring this financing package as it provides us with access
to capital at attractive rates allowing us to complete our
acquisition of Argosy Gaming Company and to fund additional
expansion, capital expenditures and acquisitions.  The confidence
in Penn National expressed by the respected financial institutions
who arranged and participated in this financing is extremely
gratifying and these entities are very supportive of our strategic
plans for continued growth."

Argosy Gaming Company owns and operates casinos and related
entertainment and hotel facilities in the Midwestern and Southern
United States.  Argosy owns and operates the Argosy Casino-Alton
in Illinois, serving the St. Louis metropolitan market; the Argosy
Casino-Riverside in Missouri, serving the greater Kansas City
metropolitan market; the Argosy Casino-Baton Rouge in Louisiana;
the Argosy Casino-Sioux City in Iowa; the Argosy Casino-
Lawrenceburg in Indiana, serving the Cincinnati and Dayton
metropolitan markets; and the Empress Casino Joliet in Illinois
serving the greater Chicagoland market.

Reflecting the addition of three Argosy properties (and the
anticipated divestitures described above), Penn National Gaming
owns and operates casino and horse racing facilities with a focus
on slot machine entertainment.  The Company presently operates
fifteen facilities in thirteen jurisdictions including Colorado,
Illinois, Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri,
New Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  Although
the Company's Casino Magic -- Bay St. Louis, in Bay St. Louis,
Mississippi and the Boomtown Biloxi casino in Biloxi, Mississippi
remain closed following extensive damage incurred as a result of
Hurricane Katrina all property statistics in this announcement are
inclusive of these properties.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PENN NATIONAL: Columbia Sussex to Buy Louisiana Casino For $150MM
-----------------------------------------------------------------
Penn National Gaming, Inc. (NASDAQ:PENN) executed a previously
disclosed securities purchase agreement with Argosy Gaming Company
(NYSE: AGY), Columbia Sussex Corporation and a subsidiary of
Columbia Sussex, following the closing of the Argosy acquisition.

Pursuant to the agreement, the Columbia Sussex subsidiary will
purchase the Argosy Casino-Baton Rouge (Louisiana) casino property
from Argosy Gaming Company (now a wholly owned subsidiary of Penn
National) for a purchase price of $150 million in cash, subject to
a post closing working capital adjustment.

The sale of the Argosy Casino-Baton Rouge is not conditioned on
the receipt of financing by Columbia Sussex, however, it is
subject to regulatory approvals and other customary closing
conditions.  The parties are targeting a close of the transaction
in late 2005 subject to regulatory approval.

The Illinois Gaming Board has determined that Penn National must
enter into definitive sale agreements for Argosy's Alton and
Joliet, Illinois properties by Dec. 31, 2006.

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates eleven facilities in nine jurisdictions
including West Virginia, Illinois, Louisiana, Mississippi,
Pennsylvania, New Jersey, Colorado, Maine and Ontario.  In
aggregate, Penn National's facilities feature over 13,000 slot
machines, 260 table games, 1,286 hotel rooms and 417,000 square
feet of gaming floor space.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PERFORMANCE TRANS: Moody's Junks $165 Million Credit Facilities
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Performance
Transportation Services, Inc. (PTS); Corporate Family to Caa1 from
B2, Senior Secured First lien bank facilities to Caa1 from B2, and
2nd lien term loan to Caa3 from B3.  The actions incorporate:

   * the weak year-to-date operating performance and cash
     generation by the company;

   * the impact on margins of rising diesel fuel costs and lower
     overhead absorption from reduced volumes; and

   * a constrained liquidity profile.

In addition, debt service coverage and leverage ratios have
deteriorated and are below expectations at the time the initial
ratings were assigned (December 2004).  The company has been
adversely impacted by lower automotive production volumes in North
America, particularly among PTS's principal Big 3 customers.  The
negative outlook anticipates the company will continue to face
challenges over the intermediate term.  These challenges include:

   * an uncertain automotive production environment in
     North America;

   * continuing customer concentration issues;

   * high fuel prices impacting operating margins;

   * excess capacity across the automotive hauling industry whose
     largest participant is in bankruptcy; and

   * ongoing resistance by OEMs to pricing adjustments.

Ratings lowered:

   * Corporate Family to Caa1 from B2

   * First lien guaranteed senior secured credit facilities
     consisting of:

     -- $20 million revolving credit to Caa1 from B2

     -- $45 million letter of credit facility to Caa1 from B2

     -- $65 million term loan to Caa1 from B2

     -- Second lien guaranteed secured $35 million term loan
        to Caa3 from B3

All debt is guaranteed by PTS's parent, Performance Logistics
Group, and PTS's material operating subsidiaries.

PTS and Performance Logistics Group, are privately owned.  PTS is
the second largest US automotive logistics company.  The largest
company, Allied Holdings, filed for bankruptcy in late July 2005.
Although the company's customers include Japanese and Korean
transplant OEMS, Ford and General Motors continue as its largest
clients.  The latter two significantly reduced production volumes
in 2005 to address high inventory levels and loss of domestic
market share.  PTS's drivers are represented by the International
Brotherhood of Teamsters and are covered by a multi-employer
pension plan to which the company contributes.  The resultant wage
and benefit costs may disadvantage the company compared to smaller
regional competitors with lower driver compensation costs in an
industry with current excess capacity and whose largest provider
is operating under Chapter 11 of the bankruptcy code.

At a time when demand has been weak and operating costs have
risen, PTS's cash flow is stretched to both maintain and up-date
its fleet while servicing indebtedness.  Customer fuel surcharges,
cost savings and other synergies realized to date have not fully
offset higher expenses incurred and the impact of lower volumes.
Using Moody's standard adjustments, including the synthetic letter
of credit as indebtedness, debt/annualized EBITDA has risen closer
to 5 times at June 30 compared to 4.1 times on a pro forma basis
in late 2004.  EBIT/Interest has declined to roughly 1 time for
the first half of 2005.  Fuel costs have risen significantly in
the last three months and interest rates have edged higher.

The company was in compliance with its bank financial covenants at
June 30, 2005.  However, headroom under its leverage and interest
coverage covenants was limited.  Effective availability under the
company's revolving credit accordingly is constricted by the
covenants to amounts less than the unused commitment.

Given the modest size of PTS, ongoing customer concentration
issues, limited liquidity, compressed operating margins resulting
from higher operating costs, elevated financial leverage, reduced
coverage ratios and the uncertain environment for automotive build
rates in North America, the Corporate Family rating has been
lowered to Caa1.

The company's CEO, Rick Roger, announced he will become the full-
time President and COO of another firm, which became effective
September 1, although he will remain on the board of PTS.
Effective September 1 Jeff Cornish became President and CEO of
PTS.

First lien obligations continue to represent the majority of the
company's debt capital and are assigned ratings equal to the
Corporate Family rating.  The rating on the 2nd lien term loan has
been lowered two notches to reflect its effective subordination to
the first lien indebtedness, its likely lower recovery experience
in a downside scenario, as well as the customary widening of
notches at this level of Corporate Family rating.

PTS, headquartered in Wayne, Michigan, is a provider of new
automobile logistics distribution for original equipment
manufacturers in the United States and Canada.  In 2004 the
company managed the distribution of over 3.8 million new vehicles
and had revenues of approximately $350 million.  Principal
shareholders include:

   * Penske Truck Leasing,
   * Onex Corporation and affiliates,
   * Norwest,
   * management, and
   * others.


PINNACLE FOODS: S&P Affirms Corporate Credit Rating at B+
---------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Pinnacle Foods Holding Corp. from CreditWatch, where they had been
placed on November 16, 2004, with negative implications based on
weaker-than-expected operating performance, delayed financial
statements, and bank covenant amendments.  The ratings, including
the 'B+' corporate credit rating, were affirmed.  The outlook is
negative.  Approximately $942 million of lease-adjusted debt is
affected by this action.

"The rating affirmation resulted from Pinnacle's modestly improved
market share for both its Duncan Hines and Swanson dinner
products, its two largest categories, along with progress in
improving its cost structure following recent restructuring
initiatives," said Standard & Poor's credit analyst Ronald B.
Neysmith.

Standard & Poor's remains concerned about Pinnacle's weak
operating performance because of increased competition from larger
branded competitors and the troubled distribution channel
integration of Aurora Foods Inc., acquired in March 2004.
However, Pinnacle has received the ensuing necessary bank
amendments to its credit facility, and all financial audits are
completed.

The ratings on Mountain Lakes, New Jersey-based pickle and frozen
food producer Pinnacle reflect the company's aggressive debt
leverage following its 2004 merger with Aurora, and its
participation in highly competitive product categories.  Despite
strong brand recognition and good product diversification, some of
Pinnacle's brands do not have strong market positions.  Also,
Pinnacle had experienced integration difficulties associated with
product quality issues on Aurora's seafood products, which have
subsequently been corrected.

Pinnacle manufactures and markets:

   * Swanson frozen foods,
   * Vlasic pickles and condiments, and
   * Open Pit barbecue sauce.

Aurora is a producer and marketer of branded food items including:

   * Duncan Hines baking mixes,
   * Log Cabin and Mrs. Butterworth's table syrups, and
   * Lender's bagels.

The company also has positions in:

   * frozen pancakes,
   * waffles, and
   * pizza.

Pinnacle's weakened performance stems from operating challenges
originating from the delayed closing of the Aurora acquisition and
increased competition within the frozen foods category, along with
weakness in the baking category because of the popularity of the
low-carbohydrate diet.  Standard & Poor's believes that growth
will remain Pinnacle's biggest challenge.  Pinnacle's management
has been working to rationalize the product portfolio, improve
operating margins, and revitalize the company's brands through
product improvements and greater focused and promotional spending
and advertising.

Standard & Poor's believes that Pinnacle has an achievable
business plan and an experienced management team to reverse
negative trends.  However, the company's ability to improve volume
and earnings remains uncertain in the short term.


POSITRON CORP: G. Miller Replaces Brooks as President, CEO & CFO
----------------------------------------------------------------
Gary H. Brooks resigned as Positron Corporation's President, Chief
Executive Officer and Chief Financial Officer, and as a director
of the Company.

In connection with his resignation, the Company agreed to make
severance payments to Mr. Brooks of $18,583.33 per month for a
period of six months, and to extend the expiration date of options
and warrants held by Mr. Brooks pursuant to a letter agreement
with the Company dated September 29, 2005.

A full-text copy of the Brooks Letter Agreement is available for
free at http://ResearchArchives.com/t/s?21b

Griffith L. Miller, age 41, was appointed by the Board of
Directors to serve as the Company's new President, Chief Operating
Officer and Chief Financial Officer.  Mr. Miller joined the
Company as Manager of Information Technology in September of 1999
and was promoted to Director of Software Engineering and
Information Technology in October of 2004.  Mr. Miller has 8 years
of industry experience.  In addition, he has over 3 years of
direct management experience in software/IT. Mr. Miller received a
BS in Mathematics from The University of Texas at Austin, TX in
1987.

Positron Corporation is primarily engaged in designing,
manufacturing, marketing and supporting advanced medical imaging
devices utilizing positron emission tomography (PET) technology
under the trade name POSICAM(TM) systems. POSICAM(TM) systems
incorporate patented and proprietary technology for the diagnosis
and treatment of patients in the areas of oncology, cardiology and
neurology. POSICAM(TM) systems are in use at leading medical
facilities, including the Cleveland Clinic Foundation, Yale
University/Veterans Administration, Hermann Hospital, McAllen PET
Imaging Center, Hadassah Hebrew University Hospital in Jerusalem,
Israel, The Coronary Disease Reversal Center in Buffalo, New York,
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta, and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.

As of June 30, 2005, Positron's balance sheet reflected a
$1,551,000 stockholders' deficit.


PRIMEDIA INC: Closes $500 Million Term Loan B Credit Facility
-------------------------------------------------------------
PRIMEDIA Inc. closed a new $500 million Term Loan B credit
facility and has called for redemption all of its outstanding
shares of Series H Preferred Stock (with an aggregate liquidation
preference of approximately $212 million) and all of its
outstanding 7-5/8% Senior Notes due 2008 in an aggregate principal
amount of approximately $146 million.  The redemption date for
both the preferred stock and the senior notes will be October 31,
2005.

The Series H Preferred Stock is callable at 101.438% of the
liquidation preference thereof plus accrued but unpaid dividends
and the 7-5/8% Senior Notes are callable at 101.271% of the
principal amount plus accrued interest.

The proceeds of the Term Loan B facility, together with the
proceeds of the sale of PRIMEDIA Business Information that also
closed on September 30, 2005, are being used to repay bank debt
and to redeem the Series H Preferred Stock and the 7-5/8% Senior
Notes as described above.

On the Term Loan B facility, J.P. Morgan Securities Inc. and Banc
of America Securities LLC served as Joint Advisors, Joint Lead
Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, N.A. is
serving as administrative agent.

PRIMEDIA is the leading targeted media company in the United
States.  With 2004 revenue of $1.1 billion, its properties
comprise over 135 brands that connect buyers and sellers through
print publications, websites, events, newsletters and video
programs in three market segments:

    -- Enthusiast Media is the #1 special interest magazine
       publisher in the U.S. with more than 120 consumer
       magazines, 115 websites, 100 events, 10 TV programs, 340
       branded products, and has such well-known brands as Motor
       Trend, Automobile, Creating Keepsakes, In-Fisherman, Power
       & Motoryacht, Hot Rod, Snowboarder, Stereophile and Surfer.

    -- Consumer Guides is the #1 publisher and distributor of free
       consumer guides in the U.S. with Apartment Guide, Auto
       Guide and New Home Guide, distributing free consumer
       publications through its proprietary distribution network,
       DistribuTech, in more than 49,000 locations.

    -- Education includes Channel One, a proprietary network to
       secondary schools; Films Media Group, a leading source of
       educational videos; and Interactive Medical Network, a
       continuing medical education business.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 04, 2005,
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

Moody's said the rating outlook is stable.


PRIMEDIA INC: Refinances Bank Debt & Calls Stock for Redemption
---------------------------------------------------------------
PRIMEDIA Inc. closed a new $500 million Term Loan B credit
facility and has called for redemption all of its outstanding
shares of Series H Preferred Stock (with an aggregate liquidation
preference of approximately $212 million) and all of its
outstanding 7-5/8% Senior Notes due 2008 in an aggregate principal
amount of approximately $146 million.  The redemption date for
both the preferred stock and the senior notes will be Oct. 31,
2005.

The Series H Preferred Stock is callable at 101.438% of the
liquidation preference thereof plus accrued but unpaid dividends
and the 7-5/8% Senior Notes are callable at 101.271% of the
principal amount plus accrued interest.

The proceeds of the Term Loan B facility, together with the
proceeds of the sale of PRIMEDIA Business Information that also
closed on Sept. 30, 2005, are being used to repay bank debt and to
redeem the Series H Preferred Stock and the 7-5/8% Senior Notes as
described above.

On the Term Loan B facility, J.P. Morgan Securities Inc. and Banc
of America Securities LLC served as Joint Advisors, Joint Lead
Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, N.A. is
serving as administrative agent.

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.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
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

Moody's said the rating outlook is stable.


PROVIDIAN FINANCIAL: Fitch Lifts Senior Debt Rating to A from B+
----------------------------------------------------------------
Washington Mutual, Inc. ('A/F1'; Stable Outlook) has completed the
acquisition of Providian Financial Corp.  As a result, Fitch
Ratings has upgraded Providian Financial Corp. to align its
ratings with those of Washington Mutual.  Simultaneously, Fitch
has withdrawn certain Providian ratings, as those entities are no
longer expected to issue new debt securities.

As indicated in Fitch's press release on June 6, 2005, this
transaction is the realization of WM's longstanding plans to enter
the credit card business, and thus fits nicely into its stated
retail strategy.  While PVN has had significant business
challenges in the past few years, the company's situation has
improved considerably under the current management team.

One of the last remaining hurdles in PVN's turnaround, i.e. access
to more attractively priced and diversified funding, is addressed
through this transaction.  A significant portion of the current
PVN management team has been retained to run this business as a
fourth business unit within WM, which Fitch views positively.

Structurally, Providian National Bank has been merged into
Washington Mutual Bank, while Providian Financial Corp. has been
merged into New American Capital, Inc., a subsidiary of Washington
Mutual, Inc.  Fitch will maintain ratings on existing Providian
debt and deposits that remain, as is our policy.  However, all
issuer level ratings for these two entities have been withdrawn.

These ratings have been upgraded and removed from Rating Watch
Positive by Fitch:

   Providian Financial Corp.

     -- Senior debt to 'A' from 'B+';
     -- Stable outlook.

   Providian National Bank

     -- Long-term deposits to 'A+' from 'BB';
     -- Senior debt to 'A' from 'BB-';
     -- Subordinated debt to 'A-' from 'B+';
     -- Short-term deposits to 'F1' from 'B';
     -- Stable Outlook.

   Providian Capital I

     -- Trust preferred to 'A-' from 'B-';
     -- Stable Outlook.

These ratings have been upgraded or affirmed, and simultaneously
withdrawn by Fitch:

   Providian Financial Corp

     -- Short-term debt upgraded to 'F1' from 'B' and withdrawn;
     -- Individual upgraded to 'B' from 'D' and withdrawn;
     -- Support affirmed at '5' and withdrawn.

   Providian National Bank

     -- Short-term debt upgraded to 'F1' from 'B' and withdrawn;
     -- Individual upgraded to 'B' from 'C/D' and withdrawn;
     -- Support affirmed at '5' and withdrawn.


RELIANT ENERGY: Fitch Holds Ratings After Asset Sale Notice
-----------------------------------------------------------
Reliant Energy, Inc., announced that it reached a definitive
agreement to sell its New York City based generating portfolio for
$975 million in cash to a private investor group led by Madison
Dearborn Partners and U.S. Power Generating Co.  The assets to be
sold consist of 2,100 megawatts (MW) of natural gas and oil fired
generating capacity. Fitch maintains the following credit ratings
for RRI:

     -- Senior secured debt 'BB-';
     -- Senior unsecured debt 'B+';
     -- Convertible senior subordinated notes 'B'.

The Rating Outlook remains Positive.

In the near-term, Fitch believes that the planned asset
divestiture will have neutral credit implications for RRI and
therefore has no impact on its current ratings and Rating Outlook.

While RRI's stated intention is to utilize proceeds from its
ongoing asset sale program to reduce outstanding debt, the credit
agreement governing RRI's outstanding senior secured term loan
permits the company to retain up to $300 million of proceeds in
any given year for general corporate purposes (subject to a
cumulative cap of $750 million).

Given the recent impact of natural gas price spikes on RRI's cash
margining requirements combined with the pending $150 million cash
payment relating to RRI's settlement of California related
litigation, overall debt retirement related to the asset sale
could be limited to approximately $675 million.  Consequently, the
impact of the sale on RRI's consolidated leverage ratios could
ultimately prove to be immaterial especially when taking into
consideration the loss of future earnings and cash flow from the
NYC generating portfolio.

The transaction is slated to close by March 31, 2005 and is
subject to Hart Scott Rodino review and regulatory approval by the
FERC and the New York Public Service Commission.  Fitch will
continue to monitor developments related to the sale as well as
RRI's overall progress in achieving its stated goals for reducing
debt leverage in the coming years.

The continued Positive Rating Outlook for RRI reflects the
expectation that ongoing cost-saving and balance sheet
deleveraging initiatives will result in gradual improvement in
consolidated credit measures through 2006, even under a scenario
that assumes limited recovery in current wholesale power market
conditions and lower levels of retail energy cash flow
performance.

The Outlook also assumes that all remaining investigations and
litigation, which are now focused primarily on the unresolved
April 2004 criminal indictment of RRI's wholly owned subsidiary
Reliant Energy Services, will ultimately be settled in a manner
that will not have a substantially adverse near-term impact on the
company's overall liquidity.


RESCARE INC: Obtains $175 Million Revolving Credit Facility
-----------------------------------------------------------
ResCare, Inc. (NASDAQ/NM:RSCR) amended and restated its existing
senior secured credit facility from a bank syndicate led by J.P.
Morgan Securities Inc., as lead arranger and bookrunner and
JPMorgan Chase Bank, N.A., as administrative agent.

As amended and restated, the facility consists of a $175 million
revolving credit facility, which could be increased to
$225 million at the Company's option, subject to customary
conditions.  The credit facility expires on Oct. 3, 2010, and is
secured by a lien on the assets of the Company and its
subsidiaries.  The new loan will be used primarily for working
capital purposes and for letters of credit required under its
insurance programs.  In connection with these refinancing
transactions, ResCare repaid in full its outstanding term loan,
which totaled $28 million as of June 30, 2005.

ResCare Inc., -- http://www.rescare.com/-- founded in 1974,
offers services to some 41,000 people in 34 states, Washington,
DC, Puerto Rico and Canada.  ResCare is a human service company
that provides residential, therapeutic, job training and
educational supports to people with developmental or other
disabilities, to youth with special needs and to adults who are
experiencing barriers to employment.  The Company is based in
Louisville, Kentucky.

                       *     *     *

The Company's 10-5/8% senior notes due 2008 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


RESCARE INC: Restructures Debt Via Private Debt Offering
--------------------------------------------------------
ResCare, Inc. (NASDAQ/NM:RSCR) issued $150 million of 7-3/4%
Senior Notes due Oct. 15, 2013, under Rule 144A of the Securities
Act of 1933 in a private placement managed jointly by J.P. Morgan
Securities Inc. and Goldman, Sachs & Co.  The Senior Notes are
unsecured obligations ranking equal to existing and future senior
debt and will be effectively subordinated to existing and future
secured debt.

                      Notes Repurchase

ResCare stated that a portion of the proceeds from the offering of
the Senior Notes has been used to repurchase $119,645,000, which
represents approximately 79.8%, aggregate principal amount of its
10-5/8% Senior Notes due Nov. 15, 2008, which had been validly
tendered and accepted for purchase in its previously announced
cash tender offer and consent solicitation that expired at 5:00
p.m., New York City time, on Sept. 30, 2005.  The 10-5/8% Notes
were purchased for $1,060.85 per $1,000 principal amount.  ResCare
intends to use the balance of the proceeds from the offering of
the Senior Notes and existing cash to repurchase or redeem any
10-5/8% Notes not purchased in the tender on or after Nov. 15,
2005.

"The successful refinancing is a tribute to our continued strong
operating performance across all divisions," Ronald G. Geary,
chairman, president and chief executive officer, said.  "These
transactions are part of our ongoing effort to strengthen our
balance sheet, lower our interest costs and enhance our capital
structure.  The interest savings going forward will significantly
enhance our future free cash flow position."

ResCare Inc., -- http://www.rescare.com/-- founded in 1974,
offers services to some 41,000 people in 34 states, Washington,
DC, Puerto Rico and Canada.  ResCare is a human service company
that provides residential, therapeutic, job training and
educational supports to people with developmental or other
disabilities, to youth with special needs and to adults who are
experiencing barriers to employment.  The Company is based in
Louisville, Kentucky.

                       *     *     *

The Company's 10-5/8% senior notes due 2008 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


SBA COMMS: Moody's Reviews Sr. Notes' Junk Rating & May Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of SBA Communications
and subsidiaries on review for possible upgrade, as outlined
below.  This ratings action is based upon the company's recent
sale of common equity and dedicating the proceeds to the
repurchase of approximately $120 million of debt.

The ratings placed on review are:

SBA Communications Corp.:

   * Corporate family rating of B2
   * 8.5% Senior Notes due 2012 rated Caa1
   * SBA Telecommunications, Inc.
   * 9.75% Senior Discount Notes due 2011 rated B3

SBA Senior Finance, Inc.:

   * $75 million senior secured revolving credit facility due 2008
     rated B1

   * $325 million senior secured term loan due 2008 rated B1

On September 30, 2005, SBA Communications sold 10 million common
shares and will exercise the equity clawback feature of its two
high yield indentures to repurchase 35% of the 8.5% senior notes
and 13.04% of the 9.75% senior discount notes.  This follows a May
2005 issuance of 8 million common shares with proceeds used to
clawback $68.9 million of the 9.75% senior discount notes.  This
substantial reduction in debt combined with continued strong
operating results have improved the company's credit profile
meriting a review for possible upgrade.

Based in Boca Raton, Florida, SBA Communications owns and operates
over 3,000 wireless communication towers in the US and had LTM
revenues of $245.8 million.


SHOPKO STORES: Gets $1.06-Bil. Non-Binding Offer from Sun Capital
-----------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) received an unsolicited
non-binding proposal from Sun Capital Partners Group IV, Inc.,
Developers Diversified Realty Corporation, Lubert-Adler Partners
and Elliott Management Corporation.

Sun Capital offers to buy ShopKo for $26.50 per share.  The
proposal is not subject to any financing contingency.  Sun Capital
also offers to pay for ShopKo's breakup fee obligation to Badger
Retail Holding, Inc., upon the execution of a definitive merger
agreement.

With debt and long-term leases, Sun Capital's bid values ShopKo at
about $1.06 billion.

The Company earlier signed a merger agreement with Badger Retail
Holding, Inc., an affiliate of Goldner Hawn Johnson & Morrison
Incorporated.   GHJM's bid values the company at $771.1 million.

ShopKo said that Special Committee of its Board of Directors
continues to recommend the existing $25.50 per share transaction
with Badger Retail Holding and that the special meeting of
shareholders to vote on the merger agreement with Badger Retail
Holding remains scheduled to be reconvened on October 17, 2005.

Sun Capital asked that voting be postponed to Oct. 28.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                         *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Moody's Investors Service placed the long-term debt ratings of
ShopKo Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only $30
million of the purchase price to be funded by equity.  The company
has received a commitment from Bank of America to provide $700
million in real estate financing and additional commitments from
Bank of America and Back Bay Capital Funding LLC to provide $415
million in senior debt financing.

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of ShopKo post
acquisition as well as the company's business strategy going
forward.

These ratings are placed on review for possible downgrade:

   * Senior implied of B1;
   * Issuer rating of B2; and
   * Senior unsecured notes due 2022 of B2.

Shareholders of discount retailer ShopKo Stores Inc. who were
holding out for a better bid got their wish Monday, Oct. 3, when
Boca Raton, Fla.-based private equity firm Sun Capital Partners
Inc. and other investors tabled a nonbinding $26.50 per share, or
$801.3 million excluding debt.


Sun's offer is backed by two real estate firms, Beachwood, Ohio-
based Developers Diversified Realty Corp. and Philadelphia's
Lubert-Adler Partners, and New York hedge fund Elliott Management
Corp. It would top the bid by Minneapolis buyout firm Goldner Hawn
Johnson & Morrison Inc., which agreed Sept. 29 to take the company
private at $25.50 a share.

The presence of the two property groups suggests that the
consortium thinks it can realize value in ShopKo's real estate.
Sun Capital specializes in turnarounds.

That was the strategy behind another large buyout of a retailer,
Toys "R" Us Inc., earlier this year. In that deal buyout firms
Kohlberg Kravis Roberts & Co. of New York and Boston's Bain
Capital LLC teamed up with real estate firm Vornado Realty Trust
on a $7 billion take-private.
In a securities filing Monday, Elliott Management which held 8% of
ShopKo Friday revealed that it had boosted that to 10.6% on
Monday. It also disclosed a letter it had written to ShopKo's
board on Friday proposing the deal. It said its offer would be on
substantially the same terms as Goldner Hawn's bid.

Officials from Green Bay, Wis.-based ShopKo, Sun Capital, Elliott
and Lubert-Adler declined to comment on the new proposal, while
representatives of Developers Diversified did not return calls by
press time.

ShopKo shares closed up 2.98% at $26.28 on the New York Stock
Exchange after the announcement.

ShopKo said Sun Capital's proposal is not subject to a financing
contingency and Sun said it would cover the $13.5 million breakup
fee that would be owed to Goldner Hawn under its agreement if a
definitive deal is struck between ShopKo and Sun Capital.

ShopKo said its board has determined the competing bid could
result in a "superior proposal." It expects to enter into a
confidential agreement with the Sun group in order to conduct
negotiations and allow the group due diligence. The bidders
proposed a 21-day window to complete due diligence.

ShopKo oversees about 360 stores that operate under the ShopKo and
Pamida brand names in the Midwest, Rocky Mountains and northwest
U.S.


SINGING MACHINE: Amex Accepts Listing Compliance Plan
-----------------------------------------------------
The Singing Machine Company (AMEX: SMD) reported that it received
notice from The American Stock Exchange that its Amex listing is
being continued pursuant to an extension.

As reported in the Troubled Company Reporter on July 26, 2005, the
Company received notice from Amex stating that the Company had
fallen below the continued listing standards of the Amex and that
its listing is being continued pursuant to an extension.

Specifically, for the fiscal year ended March 31, 2005, the
Company was not in compliance with:

    (1) the minimum shareholders' equity requirement of
        $2,000,000, and

    (2) had reported net losses in each of the past two fiscal
        years,

resulting in the Company's non-compliance with Section 1003(a)(i).

Additionally, the Company has incurred substantial losses in
relation to its overall operations or its existing financial
resources, or its 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 and/or meet its
obligations as they mature, resulting in the Company's
noncompliance with Section 1003(a)(iv) of the Amex Company Guide.

In order to maintain its Amex listing, the Company submitted a
plan to The American Stock Exchange on August 18, 2005, advising
the Amex of actions it will take, which may allow it to regain
compliance within a maximum of 18 months and 12 months from July
18, 2005, respectively.  The Exchange has completed its review of
The Singing Machine's plan of compliance and supporting
documentation and has determined that, in accordance with Section
1009 of the Company Guide, the Plan makes a reasonable
demonstration of the Company's ability to regain compliance with
the continued listing standards within a maximum of 18 months and
12 months from July 18, 2005, respectively.

The Company must regain compliance with Section 1003(a)(iv) of the
Amex Company guide by July 18, 2006, and must be in compliance
with all of the Exchange's continued listing standards by January
18, 2007. Failure to regain compliance within these time frames
likely will result in the Exchange Staff initiating delisting
proceedings pursuant to Section 1009 of the Company Guide.

Incorporated in 1982, The Singing Machine Company develops and
distributes a full line of consumer-oriented karaoke machines and
music under The Singing Machine(TM), Motown(TM), MTV(TM),
Nickelodeon(TM) and other brand names.  The first to provide
karaoke systems for home entertainment in the United States, The
Singing Machine sells its products in North America, Europe and
Asia.

                        *     *     *

                     Going Concern Doubt

Berkovits, Lago & Company, LLP, expressed substantial doubt about
The Singing Machine Company, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended March 31, 2005.   The auditors point to the
Company's inability to obtain outside long term financing,
increasing stockholders' deficit and recurring losses from
operations.


SOLUTIA INC: Wants Until January 9, 2006 to File Chapter 11 Plan
----------------------------------------------------------------
Solutia Inc. ask the U.S. Bankruptcy Court for the Southern
District of New York to extend the period of time during
which they have the exclusive right to file a plan of
reorganization through and including January 9, 2006.  The
Debtors also ask the Court to extend the period during which they
have the exclusive right to solicit and obtain acceptances of
that plan through and including March 6, 2006.

Robbin L. Itkin, Esq., at Kirkland & Ellis LLP, in New York,
relates that at an August 5, 2005, hearing, the Court recognized
the breadth and complexity of the issues faced by the Debtors
with regard to their legacy environmental and tort liabilities.
At that hearing, the Court asked the Debtors to prepare a
confidential written report discussing its environmental and tort
liabilities and the proposed plan treatment and resolution of
those claims and liabilities.  In addition, the Court indicated
that it would not consider a plan of reorganization or disclosure
statement until it had reviewed the Environmental and Tort
Liability Report.  Mr. Itkin says that the Debtors currently plan
to submit the Environmental and Tort Liability Report to the
Court within this month.

Thus, the Debtors will not be in a position to file their plan
and solicit acceptances of that plan, prior to October 10, 2005,
which is the expiration of the current exclusive plan proposal
period, Mr. Itkin notes.

Granting the extension, Mr. Itkin asserts, would not give the
Debtors unfair bargaining leverage over creditor constituencies.
He explains that instead of prejudicing any party-in-interest, an
extension will afford the Debtors an opportunity to propose a
realistic and viable Chapter 11 plan of reorganization that is
supported by the Official Committee of Unsecured Creditors,
Monsanto Company and other parties-in-interest, and allow the
Debtors sufficient time to analyze and resolve the plethora of
exceedingly complex and difficult issues present in their Chapter
11 cases.

According to Mr. Itkin, since their bankruptcy filing, the Debtors
have taken many affirmative and effective steps towards
stabilizing their businesses.  Through prudent business decisions,
cash management and the support of sufficient postpetition
financing, the Debtors have sufficient resources to meet all
projected postpetition payment obligations.  Mr. Itkin also notes
that based on projected cash outflows, the Debtors have sufficient
cash to fund their Chapter 11 cases.  "Thus, the Debtors are
managing their businesses effectively and are preserving the
value of their assets for the benefit of creditors," Mr. Itkin
asserts.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPHERIS INC: Moody's Affirms $125 Million Sub. Notes' Junk Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family rating
(previously called Senior Implied) and all other ratings of
Spheris, Inc., but changed the rating outlook to negative from
stable based on weaker than anticipated near term performance
prospects and concerns regarding capacity constraints.

Ratings affirmed:

   * $25 million senior secured revolving credit facility due 2009
     -- B2

   * $75 million senior secured term loan B due 2010 -- B2

   * $125 million senior subordinated notes due 2012 -- Caa2

   * Corporate Family Rating -- B3

The ratings outlook is negative.

The outlook change to negative from stable reflects Moody's
expectation that Spheris' earnings and cash flow generation will
not meet targets set in December 2004 (when ratings were first
assigned), largely due to cost pressures and capacity constraints
resulting from a shortage of qualified medical transcriptionists
in the company's domestic market, as well as higher than
anticipated interest costs.

The shortage of qualified labor has caused an increase in Spheris'
domestic payroll and training costs and slowed revenue growth,
more than offsetting the significant progress the company achieved
towards the $6 million annual cost synergy targets for the
December 2004 acquisition of HealthScribe.

Moody's currently anticipates that Spheris will generate
approximately $7 million less free cash flow (adjusted for working
capital timing) compared to what it had projected at the time of
the rating assignment.  Moody's is also reducing its organic net
revenue growth estimates to approximately 3 to 4 percent for 2005
and 6 to 7 percent in the medium term (vs. Moody's original
expectation of about 9 to 10 percent).

In addition, Moody's expects debt protection measures to remain
weak for the rating category, with the Debt to EBITDA and EBIT to
interest ratios for fiscal 2005 projected at about 5.9 times and
1.0 times, respectively (reflecting Moody's standard adjustments
and excluding one-time charges).

Moody's is concerned that Spheris' strategy to reduce MT costs and
alleviate capacity constraints by shifting service volume from
existing and new clients to its lower cost Indian facilities may
proceed slower or less effectively than anticipated.  Moody's
notes, that while conversion to off-shore MT offerings has
progressed over the past years, there continues to be resistance
by clients because of security and quality concerns.

The affirmation of Moody's ratings reflects:

   * mid single digit growth prospects for the medical
     transcription outsourcing industry;

   * Spheris' strong number two market position in that sector;

   * good revenue visibility because of high historical contract
     retention rates and the multi-year terms of its customer
     contracts;

   * its diversified customer base; and

   * management's successful execution of cost reduction
     strategies as evidenced during recent acquisitions and
     mergers.

Moody's also takes comfort in the company's adequate liquidity
position.  Spheris has access to a committed $25 million revolving
credit facility (expiring in 2009), of which about $15 million is
available after giving effect to financial covenant restrictions
and opened letters of credit.  Scheduled near term debt
amortization payments over the next twelve months are minimal at
about $1 million.

Moody's notes, that the recent amendment of the company's credit
agreement provides additional flexibility under financial
covenants and avoided a likely breach in the coming quarters.
Moody's notes, however, that cushion under the amended covenants
remains modest.  Under its credit agreement, Spheris is subject to
maximum total leverage and minimum interest and fixed charge
coverage ratios.

Factors affecting Spheris' rating are:

   * the company's small size and limited resources in general and
     relative to its main competitor MedQuist (unrated);

   * its focus on a single line of business;

   * the limited track record of the combined entity;

   * the high level of competition;

   * the lack of pricing power of transcription services
     providers; and

   * the high, albeit improving, turnover of its employee base.

Notching of the various debt instruments is not affected by this
rating action.  The senior secured credit facilities are rated B2,
one notch above the corporate family rating, to reflect sufficient
enterprise value coverage of the bank commitment under a
distressed scenario.  The subordinated notes are rated Caa2, two
notches below the corporate family rating, to reflect the notes'
effective and contractual subordination to the bank debt.

Spheris' ratings could be downgraded:

   * if EBIT to interest before charges falls below 1.0 times;

   * if effective availability under the revolver falls below
     $10 million; or

   * if a covenant breach becomes likely due to lack of bank
     support.

Substantial evidence that the domestic MT shortage will represent
a continuing challenge that is unlikely to be offset by the
company's off-shore strategy may also lead to a downgrade.

Moody's could change the ratings outlook to stable if it becomes
apparent that off-shore measures currently undertaken by
management will help improve earnings, generate positive free cash
flow and reduce debt so that debt protection measures return to
levels more appropriate for the rating category.

Spheris Inc., headquartered in Franklin, Tennessee, is a leading
national provider of medical transcription services to:

   * health systems,
   * hospitals, and
   * physician practices.


SUMMIT GENERAL: Court Sets November 30 as Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington,
set November 30, 2005, as the deadline for all creditors owed
money by Summit General Contractors, Inc., on account of claims
arising prior to June 16, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
November 30 Claims Bar Date and those forms must be delivered to:

              Clerk of the U.S. Bankruptcy Court
              700 Stewart Street, Room 6301
              Seattle, Washington 98101

Headquartered in Issaquah, Washington, Summit General Contractors,
Inc. N.W., d/b/a Summit, Inc., operated as a general contractor.
The Company filed for chapter 11 protection on June 16, 2005
(Bankr. W.D. Wash. Case No. 05-17771).  Larry B. Feinstein, Esq.,
at Vortman & Feinstein, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of less than $50,000 and debts of $1 million
to $10 million.


TECTONIC NETWORK: Files for Chapter 11 Protection in N.D. Georgia
-----------------------------------------------------------------
Tectonic Network, Inc., (OTCBB:TNWK) f/k/a Return On Investment
Corporation, and its subsidiary Tectonic Solutions, Inc., filed
chapter 11 voluntary petitions with the U.S. Bankruptcy Court for
the Northern District of Georgia in order to facilitate their
financial and operational restructuring.

The Board of Directors for Tectonic Network, in a unanimous
decision, directed the Company to take this action after
determining a Chapter 11 reorganization is in the best long-term
interest of the Company, its employees, customers, creditors,
business partners and other stakeholders.  The Company was unable
to obtain sufficient capital that would have allowed it to execute
its business plan without undue risk to the Company's creditors
and business.

The Company expects to continue normal business operations and
throughout the reorganization process.  Specifically, it expects
to continue to:

   -- serve its customers;

   -- provide employee wages and healthcare coverage without
      interruption; and

   -- pay suppliers for goods and services received during the
      reorganization process.

"The action we have taken is a necessary and responsible step to
preserve the value of Tectonic Network for our creditors,
customers, employees, business partners and other stakeholders as
we address our financial challenges," said Tectonic Network CEO
and President Arol Wolford.

                       DIP Financing

To help support its business during the Chapter 11 proceedings,
the Company has reached an agreement in principle for $1 million
debtor-in-possession financing from Boston Equities Corporation.
The agreement in principle includes up to $500,000 of financing on
an interim basis pending final approval of the full DIP financing
at a later date.  Among other things, the receipt of the DIP
financing is contingent upon entering into a definitive DIP
financing agreement with Boston Equities.

In addition, the Company has an agreement in principle to sell
substantially all of the assets utilized in its construction
software business to Boston Equities for $2 million.  This
agreement is subject to approval of the Bankruptcy Court, which
will conduct an "overbid" process to give other potential buyers
an opportunity to submit superior bids.

Headquartered in Atlanta, Georgia, Tectonic Network, Inc. --
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 Company and its
affiliate, Tectonic Solutions, Inc., filed for chapter 11
protection on Oct. 3, 2005 (Bankr. N.D. Ga. Case Nos. 05-78966 and
05-78955).  Gregory D. Ellis, Esq., and William D. Matthews, Esq.,
at Lamberth, Cifelli, Stokes & Stout, PA, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $6,014,527 in total
assets and $5,353,414 in total debts.


TECTONIC NETWORK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Tectonic Network, Inc.
             f/k/a Return on Investment Corporation
             f/k/a Net Tech International, Inc.
             400 Perimeter Center Terrace, Suite 900
             Atlanta, Georgia 30346

Bankruptcy Case No.: 05-78966

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Tectonic Solutions, Inc.                   05-78955

Type of Business: The Debtor develops and markets building
                  information solutions for the construction
                  industry.

Chapter 11 Petition Date: October 3, 2005

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtors' Counsel: Gregory D. Ellis, Esq.
                  William D. Matthews, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  East Tower, Suite 550
                  3343 Peachtree Road, Northeast
                  Atlanta, Georgia 30326-1022
                  Tel: (404) 262-7373

Financial Condition of Tectonic Network, Inc. as of June 30, 2005:

      Total Assets: $6,014,527

      Total Debts:  $5,353,414

Financial Condition of Tectonic Solutions, Inc.:

      Estimated Assets: Less than $50,000

      Estimated Debts:  Less than $50,000


Tectonic Network, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CMYK Graphics                 Trade debt                $220,227
4665 Cascade Road, SE #110
Grand Rapids, MI 49546

John White                    Non-compete loan          $100,000
6464 Dean Road
Indianapolis, IN 46260

Marinsoft                     Trade debt                 $75,000
51 Mount Tallac Court
San Rafael, CA 94903

BDO Seidman                   Professional fee           $50,342

Winston Tire                  Preference claim           $50,000

RCMS Group                    Trade debt                 $25,628

Inverness Properties, LLC     Rent                       $21,982

ADP Investor Communication    Trade debt                 $20,163
Services

Reed Business Information     Trade debt                 $20,000

R Capital II, Ltd.            Penalties                  $18,834

Oceanus Value Fund, LP        Penalties                  $18,834

Duke Realty Corp.             Rent                       $16,085

Nelson-McLean                 Rent                       $14,400

Rogers Company                Trade debt                 $14,203

Powell Goldstein LLP          Professional fees          $10,410

Mustang Manufacturing         Customer refund            $10,388
Company, Inc.

Saggi Capital                 Consulting fees            $10,000

Bridge Ventures               Consulting fees            $10,000

MCI                           Trade debt                  $9,786

Deep Sky Technologies         Trade debt                  $9,145


TEE JAYS: Plan Confirmation Hearing Set for October 13
------------------------------------------------------
The Honorable Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama put his stamp of approval on
Tee Jays Manufacturing Co., Inc.'s Disclosure Statement explaining
its Liquidating Chapter 11 Plan.  Judge Caddell determined that
the Disclosure contains adequate information -- the right amount
of the right kind of information -- for creditors to make informed
decisions when the Debtor asks them to vote to accept the Plan.

With a Court-approved Disclosure Statement in hand, Tee Jays can
now solicit acceptances of its Plan from the estate's creditors.

The Court will convene a hearing on October 13, 2005, at 9:00 a.m.
to discuss the merits of the Plan.

                       About the Plan

The Plan provides for the appointment of a Disbursing Agent to
liquidate all of the Debtor's assets following the Plan's
Effective Date.

                     Treatment of Claims

Under the Plan, priority claims will be fully paid in cash on the
Effective Date or 15 days after a claim becomes allowed.

Grupo M's $6,598,797 claim is secured by liens on all of the
Debtor's property except two tracts of real estate.  In April, the
Court granted Grupo's request to lift the automatic stay allowing
it to repossess the Debtor's equipment, inventory and accounts.
As for its lien on some of the Debtor's real estate, Grupo has not
yet foreclosed on that property.

Compass Bank's $892,000 claim is secured by a lien on Tee Jay's
real property located on Parkway Drive in Florence, Alabama.
Compass has not yet foreclosed on the property.

General unsecured creditors, owed $3,600,000 in the aggregate,
will share pro rata in an amount determined by the Disbursing
Agent.

Equity holders will receive distributions on an Initial Trust
Distribution Date which will be set by the Disbursing Agent.

                             *    *    *

Pursuant to the terms of the Plan, SI Group, Inc., will be
established.  The new company will purchase equipment used by the
Debtor's creative design and demo department.  After the Debtor's
liquidation, Grupo M intends to transfer its equity interest in
the Debtor to the new company for $1.

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,
Inc., is a textile manufacturing company.  The Company filed for
chapter 11 protection on February 4, 2005 (Bankr. N.D. Ala. Case
No. 05-80527).  Stuart M. Maples, Esq., at Johnston Moore Maples &
Thompson represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


THERMOVIEW INDUSTRIES: Selling Assets to MMP Capital for $10 Mil.
-----------------------------------------------------------------
Thermoview Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, for authority to sell substantially all of
their assets to Thermoview Acquisition Corporation, a special
acquisition entity established by MMP Capital Partners, L.P., a
private equity fund.

MMP Capital Partners provided the Debtors a DIP financing facility
to sustain their current level of operations.  The DIP facility
was made in anticipation of the sale of the Debtors' assets.  A
condition of the DIP financing is the expedited sale of the
Debtors' assets.

The Debtors retained Crutchfield Capital Corporation to assist
with the marketing and sale of their assets.  The Debtors' Board
of Directors determined that MMP's $10 million offer is superior
to all other offers they received.

The Debtors also ask the Court to set a date for a public bidding
to obtain the maximum value for their assets.

                       Bid Protection

The Debtors propose to grant MMP two types of break-up fee.  They
propose to grant MMP:

     1) a $400,000 fee if a different purchaser is successful
        during the bidding process; or

     2) a $250,000 fee if after Feb. 28, 2006, the Debtors
        terminate the asset purchase agreement, provided that MMP
        is ready, willing and able to close the sale.

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.


TRANSMERIDIAN AIRLINES: Halts Operations & Filing for Chapter 7
---------------------------------------------------------------
TransMeridian Airlines shut down all its flight operations on
Friday, Sept. 29, 2005, disclosing unsuccessful talks to
restructure its debt.  The Company says it intends to file for
protection under chapter 7 of the U.S. Bankruptcy Code.

The shutdown of operations eliminated about 500 jobs from 630
employees six months ago, The Atlanta Journal-Constitution
reports.

All flight operations have been terminated.  Passengers who
purchased tickets on cancelled flights were advised to contact
their travel agent or credit card company.

Since its founding in 1995, TransMeridian has carried more than a
million passengers to more than 150 destinations within the United
States, Mexico, South America and the Caribbean.

The airline says it is now working on efforts to assist employees
affected by the shutdown.

TransMeridian Airlines is a supplemental carrier which serves more
than 1 million passengers to more than 150 destinations in the
U.S., Mexico, South America and the Caribbean.


UNUMPROVIDENT CORP: Moody's Affirms Senior Debt Rating at Ba1
-------------------------------------------------------------
Moody's Investors Service affirmed the credit ratings of
UnumProvident Corp. (UnumProvident -- senior debt at Ba1,
insurance financial strength ratings of Unum Life Insurance
Company of America and other insurance affiliates at Baa1 - all
with negative outlook) following the announcement of a settlement
agreement between UnumProvident and the California Department of
Insurance related to market conduct examinations and disability
claims handling practices, and the announcement of a $75 million
pre-tax charge associated with the settlement.

Although the California agreement incorporates the provisions of
the 48 state multistate agreement, previously announced in
November 2004, which addresses the same market conduct and claims
handling issues, it goes beyond those provisions by providing a
longer time period for claims reassessments.

Under the settlement, UnumProvident will send reassessment notices
to approximately 26,000 California individuals whose claims were
denied or terminated between January 1, 1997 and September 30,
2005.  If the reassessment process upholds the original claim
denial or termination, the claimant can have an independent review
initiated, although the results of the review are not binding on
the company.  Because of the more generous terms of the California
agreement, UnumProvident has amended its multistate agreement and
will now send notices to claimants of the other states for claims
denied or terminated in calendar years 1997 through 1999.
Although claimants from these years were previously covered in the
multistate agreement, UnumProvident had not been required to send
notices to them.

Moody's commented that a portion of the settlement that could have
broad implications for the company, and potentially for the
industry, are policy provisions relating to the definition of
"total disability."  For the purpose of the claims reassessment
process, and for policy definitions going forward, California
policies will employ a more liberal definition of total
disability.

The rating agency said that it believed that the additional
ongoing expenses related to changing certain claim practices and
policy provisions for California policies in order to comply with
the state's definition of total disability could, given the
company's sizeable California income protection business, hurt
operating income, at least in the near-to-medium term.  Moody's
expects that the company will likely increase prices to respond to
the higher claims costs under the new total disability definition
in its California group long-term disability block.

However, the rating agency is also concerned that higher prices
could hurt policy retention and further dampen sales, particularly
if other competitors do not respond by increasing their prices.
Moody's also noted that there is a risk that claims costs could
increase further if other states reassess their interpretation of
total disability and adapt the new, broader California standard.

Moody's said that it expects UnumProvident to take a $75 million
pre-tax charge ($51.6 million after tax) which includes these
components:

   a) $14.3 million of incremental direct operating expenses to
      conduct the reassessment process;

   b) $37.3 million for benefit costs and reserves reopened from
      the reassessment;

   c) $15.4 million for additional benefit costs and reserves from
      claims already incurred and currently in inventory that are
      anticipated as a result of the claim process changes being
      implemented; and

   d) $8 million in fines.

In addition, Moody's noted that first and second quarter 2005
claims disruption expenses related to the company's implementation
of the multistate agreement had been higher than expected and had
not been included in the fourth quarter 2004 multistate settlement
charge.

In commenting on the California agreement, Moody's said that the
settlement did eliminate the regulatory uncertainty regarding
UnumProvident's claims handling practices.  However, Moody's
commented that the negative rating outlook incorporated its belief
that there remains substantial execution risk associated with
UnumProvident's strategic plan to restore profitability to its
core U.S. group long-term disability business.

Moody's also believes that if UnumProvident experiences
difficulties in retaining distribution and maintaining persistency
within targeted levels, it could experience pressure on its
expense structure.  Furthermore, claim trends have resulted in
weak statutory operating earnings in recent years (although
improved in 2004 and first half of 2005), and Moody's believes
that the company still has challenges to strengthen its statutory
earnings to provide adequate capital for insurance company
operations and for dividends to the holding company to service
interest and common stock dividend payments.

The rating agency said that factors that could positively
influence the rating and the rating outlook include:

   * a reduction in financial leverage (debt to total capital) to
     less than 25%;

   * a sustained NAIC RBC level of at least 300%;

   * current year GAAP and statutory income 20% higher than the
     company's 2005 plans;

   * cash coverage of interest expense and shareholder dividends
     of the holding company of at least 2 times; and

   * return on revenues of at least 5%.

Moody's noted that negative rating pressure leading to a downgrade
could develop if:

   * financial leverage rose above 30% after year-end 2005;

   * NAIC RBC declined below 275%;

   * the company experienced annual statutory pre-tax net income
     of less than $450 million;

   * cash coverage of interest expense and shareholder dividends
     of the holding company fell below 1.5 times;

   * the company suffered significant adverse consequences from
     litigation or regulatory examinations;

   * if the company has one-time charges in 2005 of over
     $150 million; or

   * the company sees sales and persistency levels 15%-20% worse
     than the company's 2005 projections.

UnumProvident Corporation, headquartered in Chattanooga, Tennessee
and Portland, Maine, is the industry's leading provider of group
and individual disability insurance.  As of June 30, 2005, the
company reported consolidated assets of approximately $52.4
billion and shareholders' equity of $7.9 billion.


VALEANT PHARMACEUTICALS: S&P Affirms BB- Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Valeant
Pharmaceuticals International to stable from negative.  Ratings on
the company, including the 'BB-' corporate credit rating, were
affirmed.

"The outlook change reflects Valeant's significant progress over
the past couple of years in restructuring its operations to cut
costs and restore sales growth to its important North American
specialty drug franchise," explained Standard & Poor's credit
analyst Arthur Wong.  "Valeant has also, through a combination of
internal development and acquisitions, stocked its product
portfolio with some promising prospects."

Costa Mesa, California-based specialty pharmaceutical company
Valeant manufactures and distributes a wide range of
pharmaceutical products.  The company has largely built its
product portfolio via acquisitions.  Valeant markets its products
mainly in:

   * North America (28% of total revenues),
   * Europe (33%), and
   * Latin America (19%).

The company also earns a high-margin royalty stream from its anti-
infective, ribavirin (11%).

Valeant has made steady progress in its restructuring program.
The company has pared back its operations to focus on three
therapeutic classes (infectious disease, neurology, and
dermatology), as well as select product franchises.  Valeant is
also focusing on its more profitable North American and
Western European pharmaceutical businesses.

As a result, the company has been successful at driving 22% year-
over-year sales growth in its specialty pharmaceutical sales for
the first half of 2005.  Standard & Poor's expects Valeant's
specialty pharmaceutical sales to continue to increase, as the
company is benefiting from its refocus on core brands and is
increasing its portfolio via acquisitions.  Valeant's product
portfolio is extremely diverse, with no one product accounting for
more than $50 million in annual sales.  While generic competition
will remain a threat, the loss of even several products will not
have a significant negative impact on the company's business
profile.


WALTER INDUSTRIES: Completes $1.05 Bil. Mueller Water Acquisition
-----------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) completed its acquisition of
Mueller Water Products, for an aggregate value of approximately
$1.91 billion.  As previously reported, the consideration will
consist of approximately $860 million in cash and the assumption
of approximately $1.05 billion in Mueller debt, based on Mueller's
balance sheet as of April 2, 2005, subject to adjustments as
provided in the agreement.

"We are delighted to announce the closing of this strategic
transaction for Walter Industries and our shareholders," said
Company Chairman and CEO Gregory E. Hyland.  "The acquisition of
Mueller, combined with U.S. Pipe, gives us meaningful scale in the
water infrastructure market which we believe will continue to be a
growth industry for many years to come."

The Company said it continues to expect the acquisition to be
accretive by $0.20 to $0.24 per diluted share in the first full
year after closing, excluding integration-related impacts and
effects of purchase accounting.  Integration benefits of
$25 million to $35 million are expected on a run-rate basis within
the first 24 months and could be substantially higher as further
production, purchasing and sales improvements are realized.

                   Earnings Expectations

Walter Industries will provide fourth quarter earnings
expectations, including expected earnings resulting from the
Mueller transaction, when it reports its third quarter results on
Oct. 26, 2005.  These earnings expectations will include an
estimate of the impact from purchase accounting adjustments and
integration-related charges.

                   New Credit Facilities

As part of the transaction, Walter Industries and Mueller Group
entered into new credit facility agreements, arranged by Banc of
America Securities, LLC and Morgan Stanley Senior Funding, Inc.,
consisting of:

    * $675 million in senior secured credit facilities by Walter
      Industries, comprised of a $450 million term loan and a
      $225 million bank revolver.

    * $1.195 billion in senior secured credit facilities by
      Mueller Group, comprised of a $1.05 billion term loan and a
      $145 million bank revolver.

The new term loans and initial draws from the revolvers were used
to purchase Mueller, refinance outstanding bank debt and pay
transaction expenses.  Going forward, the balance of the revolvers
will be used for general corporate purposes.

Walter Industries, Inc. -- http://www.walterind.com/-- is a
diversified company with annual revenues of $2.5 billion.  The
Company is a leader in water infrastructure, flow control and
water transmission products, with respected brand names such as
Mueller, U.S. Pipe, James Jones, Hersey Meters, Henry Pratt and
Anvil.  The Company is also a significant producer of high-quality
metallurgical coal and natural gas for worldwide markets and is a
leader in affordable homebuilding and financing.  Based in Tampa,
Fla., the Company employs approximately 10,600 people.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service assigned a Ba3 rating to Walter
Industries, Inc.'s proposed $625 million senior secured credit
facilities and a B2 rating to Mueller Group, Inc.'s proposed
$1.050 billion senior secured credit facilities.  Moody's has also
downgraded Walter's corporate family rating to Ba3 from Ba2 and
its $175 million in senior subordinate notes to B2 from B1.

In addition, Moody's has confirmed Mueller's B2 corporate family
and Caa1 senior subordinated ratings.  All of the ratings outlooks
are stable.  This concludes the review initiated on both Walter
and Mueller on June 20, 2005, following Walter's announcement of
its intent to acquire Mueller for an aggregate value of
approximately $1.9 billion.


WATTSHEALTH: Can Continue Hiring Ordinary Course Professionals
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized WATTSHealth Foundation, Inc., to continue employing
professionals it turns to in the ordinary course of business
without bringing formal employment applications to the Court.

In the Debtor's everyday operation of its business, it regularly
calls upon non-bankruptcy professionals, including accountants and
attorneys to perform various non-bankruptcy related services.  The
continued employment of the Ordinary Course Professionals is
therefore essential to the Debtor's business operations.

The Debtor assures the Court that:

   a) no Ordinary Course Professionals will be paid in excess of
      $30,000 per month and the financial arrangements with those
      Professionals have been and will continue to be negotiated
      at arm's-length; and

   b) no Ordinary Course Professional will be centrally or
      intimately involved in the administration of the Debtor's
      chapter 11 case.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtor does not believe that any
of them have an interest adverse to the Debtor, its creditors and
other parties in interest.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WATTSHEALTH FOUNDATION: Court Okays Panel Employing Danning Gill
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of WATTSHealth
Foundation, Inc., asked the U.S. Bankruptcy Court for the Central
District of California -- a second time -- for permission to
employ Danning, Gill, Diamond & Kollitz, LLP, as its counsel.

As reported in the Troubled Company Reporter on Aug. 10, 2005, the
Honorable Judge Thomas B. Donovan denied the Committee's original
application because it didn't contain adequate compensation
disclosures as required by Rule 2014 of the Federal Rules of
Bankruptcy Procedure.

Danning Gill will:

   1) assist the Committee in consulting with the Debtor
      concerning the administration of the Debtor's chapter 11
      case;

   2) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, the operations of the Debtor and the desirability
      of continuing its operations, and any other matters
      relevant to the Debtor's bankruptcy case or the formulation
      of a chapter 11 plan;

   3) participate in the formulation of a plan of reorganization
      and advise those creditors represented by the Committee of
      its determination in formulating that plan;

   4) assist the Committee in requesting the appointment of
      chapter 11 Trustee or Examiner if warranted under Section
      1104 of the Bankruptcy Code; and

   5) perform other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

Richard K. Diamond, Esq., a Principal of Danning Gill, is the lead
attorney for the Committee.  Mr. Diamond charges $535 per hour for
his professional services.

Mr. Diamond reports Danning Gill's professionals bill:

      Professional            Designation    Hourly Rate
      ------------            -----------    -----------
      David A. Gill           Partner           $575
      Howard Kollitz          Partner           $535
      John J. Bingham, Jr.    Partner           $480
      Eric P. Israel          Partner           $445
      Kathy B. Phelps         Partner           $440
      George E. Schulman      Partner           $535
      Richard D. Burstein     Partner           $535
      Robert A. Hessling      Partner           $445
      Walter K. Oetzell       Partner           $445
      Nancy Knupfer           Partner           $410
      Curtis B. Danning       Counsel           $575
      James J. Joseph         Counsel           $535
      Mitchell I. Cohen       Associate         $390
      Elan S. Levey           Associate         $330
      Uzzi O. Raanan          Associate         $370
      Steven J. Schwartz      Associate         $300
      Kim Tung                Associate         $280
      Matthew F. Kennedy      Associate         $260
      Fank X. Ruggier         Associate         $260
      John N. Tedford, IV     Associate         $250
      Aaron E. de Leest       Associate         $225
      Alain M. R'bibo         Associate         $195
      Diana Kealer            Paralegal         $175
      Valerie G. Radocay      Paralegal         $175
      Maggie Loates           Paralegal         $175
      Cheryl A. Blair         Paralegal         $175
      Shawn P. Launier        Paralegal         $175
      Aracellie Panta         Paralegal         $175
      Greg M. Suchniak        Paralegal         $165
      Juanita Treshinsky      Paralegal         $165

The Committee disclosed that the Debtor has filed a Motion for
Order Establishing Procedures for Interim Compensation and
Reimbursement of Professionals Employed at the Expenses of the
Bankruptcy Estate.  Should the Fee Motion be granted, the Debtor
will pay the Firm on an interim basis subject to subsequent court
order:

    (a) 80% of its interim fees on a monthly basis; and
    (b) 100% of its expenses on a monthly basis.

Danning Gill assured the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

This time, Judge Donovan approved the Committee's request.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WILLIAM PULS SR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: William Puls, Sr.
        611 Rivercrest Drive
        Fort Worth, Texas 76107

Bankruptcy Case No.: 05-90983

Chapter 11 Petition Date: October 3, 2005

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, Texas 76102
                  Tel: (817) 877-8855

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have a list of his 20 Largest Unsecured
Creditors.


WINN-DIXIE: Court Okays Pride Capital as FF&E Liquidating Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Winn-Dixie Stores, Inc., and its debtor-affiliates to
employ The Pride Capital Group, LLC, doing business as Great
American Group, as furniture and fixtures liquidating agent
pursuant to an Agency
Agreement.

The Debtors also sought and obtained from the Court:

    a. approval of the Agency Agreement; and

    b. authority to sell furniture, fixtures and equipment as
       well as designated rolling stock and excess equipment
       located at the Debtors' distribution centers, free and
       clear of liens.

Agency Agreement

As previously reported in the Troubled Company Reporter on Aug.
23, 2005, the material terms of the Agency Agreement include:

A. Agent's Fee.  The Agent will be entitled to this fee
    structure:

    (a) if Net Proceeds are less than $3,675,000, there will be no
        fee;

    (b) if Net Proceeds are equal to or greater than $3,675,000 up
        to $4,325,000, the Agent will receive a fee that is 25% of
        the amount by which Net Proceeds exceed $3,675,000;

    (c) if Net Proceeds are greater than $4,325,000 up to
        $4,775,000, the Agent will receive a fee that is 35% of
        the amount by which Net Proceeds exceed $4,325,000, plus
        the fee set forth in (b);

    (d) if Net Proceeds are greater than $4,775,000 up to
        $5,225,000, the Agent will receive a fee that is 50% of
        the amount by which Net Proceeds exceed $4,775,000, plus
        the fee set forth in (b) and (c); and

    (e) if Net Proceeds are greater than $5,225,000, the Agent
        will receive a fee that is 60% of the amount by which Net
        Proceeds exceed $5,225,000, plus the fee set forth in (b),
        (c) and (d).

B. Control of Proceeds.  All cash proceeds from the sale will be
    deposited into the Debtors' depository bank accounts.

C. Final Reconciliation.  By November 12, 2005, the Agent and the
    Debtors will jointly prepare a final reconciliation including
    a summary of Proceeds, taxes, expenses, and any other
    accountings required.  Within five days of completion of the
    Final Reconciliation, (i) any undisputed and unpaid expenses
    will be paid by the Debtors and (ii) any portion of the
    Agent's fee for which there is no disputed amount will be paid
    by the Debtors to the Agent.

D. Expenses of the Sale.  All expenses of the sale will be borne
    by the Debtors consistent with an expense budget to be agreed
    to between the Agent and the Debtors and attached to the
    Agency Agreement.  The Agent will pay expenses of the sale
    that exceed the Expense Budget.  In the event the Agent fails
    to timely vacate any of the Distribution Centers, the Agent
    must reimburse the Debtors for any expense or claims incurred.

E. Assets.  The Assets substantially include all furniture,
    fixtures and equipment and specifically identified rolling
    stock located at the Closing Distribution Centers and excess
    equipment located at the Operating Distribution Centers.

F. Additional Assets.  The Assets also include:

    (1) additional equipment not located in the Distribution
        Centers on the Sale Commencement Date but which the
        Debtors and the Agent mutually agree to include in the
        Sale on terms and conditions acceptable to the Debtors and
        the Agent in accordance with the terms of the Agreement;
        and

    (2) to the extent the Company provides written notice to the
        Agent on or prior to September 22, 2005, any and all
        furniture, fixtures and equipment located at the Debtors'
        Montgomery Pizza facility located in Montgomery, Alabama
        or the Debtors' Highpoint Dairy located in Highpoint,
        North Carolina, subject to the Debtors and the Agent
        reaching an agreement on any appropriate and necessary
        modifications to the Expense Budget related to those
        additional Assets.

G. Vacating the Distribution Centers.  The sales under the Agency
    Agreement will commence immediately after entry of Court order
    approving the Agreement and continue until the Sale
    Termination Date.  The Agent will provide the Debtors with
    advance written notice of its intention to vacate any
    Distribution Center.  The Agent will be responsible for the
    removal of any unsold Assets by the Sale Termination Date.  On
    the Sale Termination Date, the Agent must vacate and leave the
    Closing Distribution Centers in "broom clean" condition.

                           Court Order

Judge Funk permits the Debtors to cease operations at the closing
distribution centers.  Furthermore, Judge Funk authorizes the
Debtors to conduct assets sales through the Pride Capital Group,
LLC, doing business as Great American Group, pursuant to the
Agency Agreement.

The Agency Agreement may be modified or supplemented by the
parties without further Court order provided that the parties
will obtain the prior written consent of the DIP Lender and the
Official Committee of Unsecured Creditors.

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 Five Leases & Four Subleases
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject their real property lease with Greenwood Plaza, Ltd.,
for Store No. 583 in Meridian, Mississippi.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the Debtors have been unable to sell the
Lease.

Absent rejection, Mr. Baker discloses that the Debtors are
obligated to continue to pay rent and other charges under the
Lease totaling $26,000 a month.

According to Mr. Baker, the Debtors do not need the Lease because
it is not within their continuing footprint and provides no
continuing benefit to their estates.

The Debtors also ask the Court to deem their interest in any
personal property remaining in the premises abandoned pursuant to
Section 554(a) of the Bankruptcy Code.  The abandoned property is
of little or no value and is burdensome to the Debtors' estates,
Mr. Baker says.

The Debtors also want to reject these four leases, which they were
unable to sell:

Store No.       Location              Landlord
---------       --------              --------
   763     1755 Boyscout Drive         Las Vegas Ventures, Inc.
           Ft. Myers, Florida

   837     609 Greenville Blvd.        Greenville Associates
           Greenville, North Carolina

   1024    667 SE Main St.             Hillcrest GDS, LLC
           Simpsonville, South
           Carolina

   1701    6920 SR 18                  Chester Dix Florence Corp.
           Florence, Kentucky

The Debtors also seek the Court's authority to reject the
subleases related to the Leases:

Store No.       Location              Landlord
---------       --------              --------
   763     1755 Boyscout Drive         Pro Fit Management, Inc.
           Ft. Myers, Florida

   837     609 Greenville Blvd.        Big Lots Stores, Inc.
           Greenville, North Carolina

   1024    667 SE Main St.             Invenio Partners, Inc.
           Simpsonville, South
           Carolina

   1701    6920 SR 18                  Remke Markets, Inc.
           Florence, Kentucky

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the Court that the Debtors do not
need the Leases and Subleases because they provide no continuing
benefit to their estates.

The Debtors have concluded that the Leases and Subleases are not
necessary for an effective reorganization.

Rejecting the Leases and Subleases will save the Debtors' estates
costs incurred with respect to administrative expenses, including
rent, taxes, insurance premiums, and other charges under the
contracts.

To the extent any personal property remains in the properties
subject to the Leases, Ms. Jackson says, it is of little or no
value to the Debtors' estates.  The Debtors want to abandon them
pursuant to Section 554(a) of the Bankruptcy Code.

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).


* McCarter & English Elects Nine New Partners
---------------------------------------------
McCarter & English elected nine new partners in these offices of
residence and areas of practice:

    * New York

      -- Joseph R. DiSalvo, Esq.: product liability, toxic tort,
         and general negligence lawsuit defense, representation of
         secured creditors in complex commercial transactions, and
         the litigation of contract, insurance coverage, and
         securities disputes.

      -- Stephen M. Fields, Esq.: representation of private equity
         fund clients in effecting middle market LBO transactions;
         mezzanine and venture capital funds and investment,
         merchant and commercial banks in their investment
         transactions; and SBIC licensing and investment
         transactions.

    * Wilmington

      -- James J. Freebery, Esq.: diverse litigation with a focus
         on complex contract matters for large and medium-sized
         corporations at every level of state and federal courts
         both in Delaware and around the country

    * Newark

      -- Frederic J. Giordano, Esq.: complex civil and commercial
         litigation and representation of policyholders in
         insurance coverage disputes relating to mold, fire-
         retardant treated wood, construction defects, directors'
         and officers' liability, fiduciary liability, employers'
         liability, environmental impairment, and latex glove
         exposure.

      -- Eduardo J. Glas, Esq.: diverse aspects of commercial law,
         including the representation of creditors/debtors in
         bankruptcy court and the litigation of complex matters in
         federal and state courts.

      -- Gregory J. Hindy, Esq.: representation of corporations,
         directors and officers in securities and complex
         commercial litigation matters, including securities class
         actions, RICO claims, complex fraud and closely held
         corporate shareholder disputes.

      -- Sofia S. Lipman, Esq.: defense of life, health and
         disability insurance companies in a variouis matters and
         representation of major financial services companies in
         sales and marketing practices litigation.

      -- Christian E. Samay, Esq.: litigating intellectual
         property disputes, with particular emphasis on patent and
         copyright matters, and advising clients on best practices
         regarding the protection of trade secrets and the use of
         restrictive covenants.

    * Hartford

      -- Moy N. Ogilvie, Esq.: state and federal court product
         liability and toxic tort matters involving exposure to
         various chemicals or products such as benzene, petroleum
         products, silica, asbestos and PCBs, and a wide array of
         general business litigation matters.

All were formerly firm associates except Mr. Fields, who was
special counsel.

McCarter & English, established more than 160 years ago, has
offices in seven cities along the Northeast Corridor.  Its 360-
plus attorneys represent Fortune 500 and mid-cap companies in
their national, regional and local litigation and on important
transactions.  In addition to its Newark headquarters, the firm
has offices in Baltimore, Hartford, New York, Philadelphia,
Stamford and Wilmington.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
October 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Kurt Eichenwald, Author of Enron: Conspiracy of Fools
         Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

October 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference: Management & Teamwork in Stressful
         Situations
            Renaissance Chancery Court Hotel, London, UK
               Contact: 312-578-6900; http://www.turnaround.org/

October 17-18, 2005
   AMERICAN CONFERENCE INSTITUTE
      Airline Restructuring
         Park Central New York, New York
            Contact: http://www.americanconference.com/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 312-578-6900; http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356; http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical
               Transactions and Investments
                  The Millennium Knickerbocker Hotel, Chicago,
                     Illinois
                        Contact: 903-595-3800; 1-800-726-2524;
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
    Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/


December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
         Fairmont Scottsdale Princess, Scottsdale, Arizona
            Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***