TCR_Public/051006.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, October 6, 2005, Vol. 9, No. 237

                          Headlines

ACURA PHARMA: Issues 225,689 Shares to Pay Interest on Sec. Notes
ADELPHIA COMMS: Sells 117 Vehicles & Real Property for $1,049,000
ALLIED HOLDINGS: Hires Deloitte Tax to Provide Tax Services
ALLIED HOLDINGS: Taps KPMG as Auditor and Accounting Consultants
ANCHOR GLASS: Acme Opposes $6.7 Mil. Payment to Critical Vendors

ANCHOR GLASS: U.S. Trustee Objects to Houlihan Lokey's Retention
ANCHOR GLASS: Wants Jones Day as Special Counsel
AQUILA INC.: Fitch Revises Rating Outlook to Positive from Stable
ATA AIRLINES: Court Okays Settlement Agreement with John Hancock
BIOAMERICA INC: Auditor Raises Going Concern Doubt

BOYDS COLLECTION: Lenders Waive Credit Facility Defaults
BROOKLYN HOSPITAL: Court Okays Bankruptcy Services as Claims Agent
BROOKLYN HOSPITAL: Wants J.H. Cohn as Accountant & Fin'l Advisor
BROOKLYN HOSPITAL: Can Use $1MM+ HUD & DASNY Cash Collateral
CABOODLES LLC: Case Summary & 20 Largest Unsecured Creditors

CAROLINA TOBACCO: Bell Dewar Approved as Special Counsel
CAROLINA TOBACCO: Perkins & Company Approved as Accountants
CHESAPEAKE ENERGY: Fitch Affirms BB Rating on Sr. Unsecured Debt
CLEARLY CANADIAN: Brent Lokash Replaces Douglas Mason as President
COMPOSITE TECHNOLOGY: Court Moves Confirmation Hearing to Oct. 17

COTT CORP: Realigning Management in North American Operations
CWMBS INC.: Fitch Assigns BB Rating on $790,000 Class B Certs.
CWMBS INC.: Fitch Places Low-B Ratings on Two Certificate Classes
DELAWARE AUTO: Case Summary & 18 Largest Unsecured Creditors
DEX MEDIA: Moody's Reviews Low-B Corporate Family & Debt Ratings

DIXIE GROUP: S&P Affirms Subordinated Debt Rating at B-
DOBSON COMMUNICATIONS: Reduces Outstanding Preferred Stock
DRUGMAX INC: Completes $51.1 Million Private Equity Placement
ENRON CORP: Inks Pact Allowing Coyote Claims for $90 Million
ENRON CORP: Wants Court to Okay JPMorgan Bilat L/C Agreement

ENTERGY NEW ORLEANS: Has More Time to File Schedules & Statements
ENTERGY NEW ORLEANS: SEC Okays $200 Mil. Loan from Entergy Corp.
ENTERGY NEW ORLEANS: Boutte & West Elected to Board of Directors
EXAM USA: McKennon Wilson Expresses Going Concern Doubt
EXIDE TECH: James & Jason Grosfeld Report 5.8% Equity Stake

FINLAY ENTERPRISES: S&P Puts B+ Corporate Credit Rating on Watch
FREDERICK MCNEARY: APC Partners Wants Trustee or Examiner Named
GALAXY NUTRITIONAL: Completes Bridge Financing Transactions
GEORGIA-PACIFIC: Discloses Restructuring & Cost-Cutting Plans
GRAPHIC PACKAGING: S&P Revises Outlook to Negative from Stable

HARTCOURT COMPANIES: Kabani & Company Raises Going Concern Doubt
HASIM RAHMAN: Case Summary & 20 Largest Unsecured Creditors
HEATING OIL: Obtains Recognition Order Under Canadian CCAA
HORIZON LINES: S&P Assigns Single B Corporate Credit Rating
INDYMAC HOME: Fitch Rates $7 Million Class M Certificates at BB+

INFORMATION ARCHITECTS: Posts $191K Loss in Quarter Ended June 30
INSYNQ INC: Weinberg & Company Expresses Going Concern Doubt
INTERMET CORP: Stanfield and R2 Select Five Board Members
INTERSTATE BAKERIES: Wants Court OK on Fishlowitz Class Settlement
INTERSTATE BAKERIES: Wants to Reject HP System Support Agreement

INTRAWEST: Selling 44.5% Interest in Mammoth Mountain to Starwood
KAISER ALUMINUM: Resolves Dispute Over Washington Tax Claims
KMART CORP: Asks Court to Reject Ms. Austin's Motion for Contempt
KOMFORTCARE HEALTH: Case Summary & 5 Largest Unsecured Creditors
MATERIAL SCIENCES: Can't File 2nd Quarter 2006 Financials on Time

MIRANT CORP: Arkansas Electric Completes $85 Million Purchase
MIRANT CORP: Court Okays $2-Mil. Sale of Generators to Belyea Co.
MIRANT CORP: Court Sets October 20 as Newco's Claims Bar Date
NORTHWEST AIRLINES: Hires Simpson Thacher as Corporate Counsel
NORTHWEST AIRLINES: Taps Curtis Mallet-Prevost as Special Counsel

NRG ENERGY: Moody's Affirms Low-B Corporate Family & Debt Ratings
NORTHWEST AIRLINES: Wants Dorsey & Whitney as ERISA Counsel
PINNACLE ENTERTAINMENT: Wants to Amend Credit Agreement Covenants
PINNACLE ENTERTAINMENT: Moody's Affirms Junk Sr. Sub. Debt Ratings
PLACER DOME: Bema Gold Issues Notice of Default on Chilean Project

PORTRAIT CORP: Posts $19 Million Net Loss for Period Ended July 31
PRESTWICK CHASE: APC Partners Wants Trustee or Examiner Appointed
R. H. DONNELLEY: Moody's Places Low-B Debt Ratings on Review
RAILAMERICA INC: Completes $77.5 Million Railroad Acquisitions
RESI FINANCE: S&P Rates $5.427 Million Class B11 Security at B-

RESORTS INT'L: S&P Lowers Corporate Credit Rating to B from B+
RIO DEV: Voluntary Chapter 11 Case Summary
RITE AID: New Credit Agreement Imposes Fixed Charge Coverage Test
RITE AID: Reports $1.6-Mil. Net loss for Quarter Ending Aug. 27
ROBEWORKS INC: Names Todd Davis Chairman of the Board

ROCK-TENN COMPANY: Closes Marshville Folding Carton Facility
ROUNDY'S SUPERMARKETS: Buying Back 8-7/8% Notes in Tender Offer
SAINT VINCENTS: Panel Retains Houlihan Lokey as Financial Advisor
SAKS INC: Earns $16.2 Million of Net Income in First Quarter 2005
SHAW GROUP: Credit Facility Increased to $550 Million

SKYWAY COMMS: SEC and FBI Investigations Underway
STELCO INC: Court Extends Stay Period & Authorizes Agreements
TENET HEALTHCARE: Selling Two Facilities to Karykeion for $3 Mil.
TOWER AUTOMOTIVE: Balance Sheet Upside-Down by $225.6M at Mar. 31
TOWER AUTOMOTIVE: Equity Deficit Tripled to $366.55M in Six Months

TUPPERWARE CORP: Moody's Rates $975 Million Facilities at Ba2
TW INC: Panel Wants Until Nov. 28 to Object to Certain Claims
TW INC: Debtor Wants Until November 28 to Object to Claims
UAL CORP: Court OKs Settlement Pact Among Trustees & Debt Holders
UAL CORP: Court Sets Tentative Plan Confirmation-Related Schedule

WATTSHEALTH FOUNDATION: FTI Approved as Panel's Financial Advisor
WATTSHEALTH FOUNDATION: Wants More Time to File Chapter 11 Plan
WINCHESTER MUSICAL: Case Summary & 20 Largest Unsecured Creditors
WHITEHALL JEWELLERS: Prentice Capital Extends $30 Mil. Bridge Loan
WHITING PETROLEUM: Completes $459 Million Property Acquisition

WORLD WIDE: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Court Approved Single-Site Catalyst Purchase Pact

* IP Litigator Robert Gilbert Joins Sheppard Mullin in New York

                          *********

ACURA PHARMA: Issues 225,689 Shares to Pay Interest on Sec. Notes
-----------------------------------------------------------------
Acura Pharmaceuticals, Inc., issued 225,689 shares of its Common
Stock, $.01 par value per share to the holders of certain Secured
Promissory Notes in the principal amount of $5 million, dated as
of December 20, 2002.

The issuance of Common Stock represents accrued and unpaid
interest on the Note for the quarter ended September 30, 2005.

Peter A. Clemens, Acura Pharmaceuticals, Inc.'s Senior Vice
President & Chief Financial Officer, informed the Securities and
Exchange Commission in a regulatory filing on September 30, 2005,
that the Company issued the Common Stock in reliance upon the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended and Regulation D promulgated
under the Securities Act of 1933.  At the time of acquisition of
the Note, the Noteholders represented to the Company that each of
such Noteholders was an accredited investor as defined in Rule
501(a) of the Securities Act of 1933 and that the Note and any
securities issued pursuant thereto were being acquired for
investment purposes.

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: Sells 117 Vehicles & Real Property for $1,049,000
-----------------------------------------------------------------
Pursuant to an excess assets sale procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, Adelphia
Communications Corporation inform Judge Gerber that they will sell
these properties for $1,049,000:

1. Property:          25 vehicles
    Purchaser:         State Line Auto Auction
    Agent:             none
    Amount:            $18,000
    Deposit:           none
    Appraised Value:   No appraisal was conducted

2. Property:          28 vehicles
    Purchaser:         Corporate Fleet Management
    Agent:             none
    Amount:            $38,000
    Deposit:           none
    Appraised Value:   No appraisal was conducted

3. Property:          64 vehicles
    Purchaser:         State Line Auto Auction
    Agent:             none
    Amount:            $63,000
    Deposit:           none
    Appraised Value:   No appraisal was conducted

4. Property:          Real property situated at lot 171 in the
                       Long Cove development, in Hilton Head, SC
    Purchaser:         Charles Carroll
    Agent:             Charter One Realty Company
    Amount:            $930,000
    Deposit:           $50,000
    Appraised Value:   $800,000

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


ALLIED HOLDINGS: Hires Deloitte Tax to Provide Tax Services
-----------------------------------------------------------
Before commencing their Chapter 11 cases, Allied Holdings, Inc.,
and its debtor-affiliates employed Deloitte Tax LLP to provide tax
services.  

By virtue of its prior engagement, Harris B. Winsberg, Esq., at
Troutman Sanders LLP, says Deloitte Tax has developed a great deal
of institutional knowledge regarding the Debtors' operations,
practices, data systems, and procedures.  Deloitte Tax has become
familiar with the books, records, financial information and other
data maintained by the Debtors and is qualified to continue to
provide services to the Debtors.

Retaining Deloitte Tax, according to Mr. Winsberg, is the most
efficient and cost effective manner in which the Debtors may
obtain the requisite services.

In this regard, the Debtors seek the Court's permission to
continue their engagement of Deloitte Tax.

Deloitte Tax will continue to provide tax services to the Debtors
postpetition, including:

   -- transfer pricing consulting services with respect to
      seeking a bilateral advance pricing agreement for
      transactions between Allied Holdings, Inc., and Allied
      Systems Canada Company;

   -- tax compliance services, like preparing U.S. federal income
      and excise tax returns, along with quarterly estimates and
      extensions, Federal Form 1118, 8865, 5471, Canadian federal
      and provincial filings and Form NR4, state and local tax
      returns, state franchise tax returns; reviewing annual
      reports not prepared by the Debtors' legal department; and
      preparing quarterly estimates and extensions;

   -- tax provision services, including assisting the Debtors
      with the annual accounting for income taxes in accordance
      with FAS 109 for the U.S. portion of the provision; with
      quarterly income tax reporting requirements; in data
      collection for use in the Debtors' preparation of certain
      tax provision, deferred taxes and supporting schedules; and
      in tax rate and cash flow estimates, provision to return
      reconciliation, and database maintenance of temporary
      differences;

   -- tax consulting services, including assisting the Debtors
      with recognizing tax issues and performing related research
      and documentation related to federal, state or local tax
      issues;

   -- tax audits and notices services, including assisting the
      Debtors with coordination of federal, state, and local
      income tax audits and notices; and

   -- multi-state sales & use tax consulting services, including
      reviewing and analyzing the Debtors' business activities to
      address potential multi-state sales and use tax
      liabilities; and assisting the Debtors in identifying and
      quantifying the exposure in the jurisdictions.

Ann M. Scheuerman, a partner at Deloitte Tax, assures the Court
that the partners and professionals at Deloitte Tax do not have
any connection with the Debtors or any party-in-interest in the
bankruptcy cases.  Deloitte Tax does not hold or represent any
interest adverse to the Debtors or their estates with respect to
the matters on which it is being employed.  Deloitte Tax is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

The Debtors will pay Deloitte Tax for Tax Compliance Services and
Tax Provision Services at a fixed-fee of $187,500 for tax
services to be provided through December 31, 2005.

Ms. Scheuerman informs the Court that Deloitte Tax will
subcontract a portion of the Tax Compliance Services to its
indirect wholly owned subsidiary, Deloitte Tax India Private
Limited.

Deloitte Tax's remaining services will be billed at its standard
hourly rates, and Deloitte Tax will be reimbursed for reasonable
and necessary expenses.  Deloitte Tax's present professional
service fee rates range from $185 to $425 per hour.

Ms. Scheuerman discloses that Deloitte Tax has not received a
retainer from the Debtors.  Deloitte & Touche, an affiliate of
Deloitte Tax, provided accounting and auditing services to the
Debtors.  Ms. Scheuerman says Deloitte & Touche was paid $172,411
for audit and accounting services, and Deloitte Tax was paid
$1,045,007 for tax services, in both cases, within 90 days before
the Petition Date.

As of the Petition Date, Ms. Scheuerman discloses that (i)
Deloitte Tax was owed $12,499 by the Debtors in respect of
prepetition services, and (ii) Deloitte & Touche was owed
$171,884 by the Debtors in respect of prepetition services.
Deloitte Tax will not seek recovery of the amounts.

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


ALLIED HOLDINGS: Taps KPMG as Auditor and Accounting Consultants
----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to employ KPMG, LLP, as their auditors and accounting
advisors effective as of the Petition Date.

The Debtors selected KPMG because of the firm's extensive and
diverse experience, knowledge and reputation in restructuring and
related fields, as well as an understanding of the issues involved
in their Chapter 11 cases necessary to provide audit and
accounting advisory services in reorganization proceedings.

As auditors and accountants, KPMG will:

   a) review their quarterly financial statements;

   b) audit their annual consolidated financial statements;

   c) read and comment on their documents required to be filed
      with the Securities and Exchange Commission;

   d) audit financial statements of their Employee Benefit Plans
      as required by the Employee Retirement Income Security
      Act;

   e) provide assistance in documenting the Company's Internal
      Control Over Financial Reporting in accordance with
      management's responsibilities under Section 404 of the
      Sarbanes-Oxley Act including planning and scoping advice,
      internal control framework gap analysis, and gap analysis
      comparisons to control reference sources;

   f) audit management's assessment of internal control over
      financial reporting in accordance with the standards of the
      Public Company Accounting Oversight Board and in compliance
      with the rules and regulations of the Securities and
      Exchange Commission;

   g) analyze accounting issues and advice their management
      regarding the proper accounting treatment of events;

   h) assist in the implementation of bankruptcy accounting
      procedures as required by the Bankruptcy Code and generally
      accepted accounting principles, including, but not limited
      to, Statement of Position 90-7;

   i) assist in the preparation and review of reports or filings
      as required by the Bankruptcy Court or the Office of the
      United States Trustee including monthly operating reports;

   j) assist in preparing documents necessary for confirmation,
      including, but not limited to, financial and other
      information contained in the plan of reorganization and
      disclosure statement;

   k) advice and assist them regarding tax compliance or planning
      issues, including, but not limited to, assistance in
      estimating net operating loss carry-forwards, international
      taxes, and state and local taxes, as well as any requested
      general tax services;

   l) investigate services and testimony regarding avoidance
      actions or other matters; and

   m) assist them with other functions in their business and
      reorganization.

KPMG may also render additional related support deemed appropriate
and necessary, at the Debtors' request.

Joseph W. Reid, a Certified Public Accountant and a member of the
firm, tells the Court that the partners and professionals at KPMG
do not have any connection with the Debtors, their creditors, or
any other party in interest, or their respective attorneys and
accountants, the United States Trustee, or any person employed in
the office of the United States Trustee.  "KPMG 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. Reid notes.

Mr. Reid further states that KPMG has not received a retainer from
the Debtors.  However, Mr. Reid discloses that the Debtors made
payments to the firm totaling $844,185 on account of prepetition
services.

KPMG's standard professional rates range from $225 to $780 per
hour.  The Debtors and KPMG have agreed that the firm will be
compensated for services at between 50% and 75% of its standard
hourly rates, based on a determination of its specific nature of
services.

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


ANCHOR GLASS: Acme Opposes $6.7 Mil. Payment to Critical Vendors
----------------------------------------------------------------
As reported in the Troubled Company Reporter, Anchor Glass
Container Corporation asked the U.S. Bankruptcy Court for the
Middle District of Florida for authority to pay approximately $6.7
million in critical vendor claims.

The Debtor wants to pay these claims:

     Critical Vendor                       Prepetition Claim
     ---------------                       -----------------
     Acme Packaging                              $166,398
     Arkema Chemicals                             137,521
     Arkhola Sand & Gravel Company                 86,478
     Bostik                                        89,413
     Buske                                      1,505,799
     The Calumite Company                          85,279
     Carthage Crushed Limestone                    44,435
     Cornerstone Environmental                     34,462
     FMC Corporation                              283,574
     Franklin Industrial Minerals                  22,812
     Heye International                           380,669
     Modern Transportation Inc                    409,213
     Nutmeg (Hudson Baylor Corporation)           166,750
     OCI Chemical Corporation                     954,939
     O-N Minerals (Chemstone)                     113,285
     Prior Chemical Corporation                    45,605
     Rogers Group                                   7,386
     Shamokin Filler Company                        6,782
     Strategic Materials Inc                      124,287
     TC Transport Inc                              60,756
     Ultra Logistics                              945,213
     Unimin Corporation                           974,162
     Walpole Inc                                   32,867
                                               ----------
          TOTAL                                $6,678,085

Acme Packaging, a division of Illinois Tool Works, Inc., argues
that the relief the Debtor seeks is beyond the Court's power.

Although the Debtor attempts to rely on Sections 105(a) and
363(b)(1) of the Bankruptcy Code and the so-called "doctrine of
necessity," the Court's power does not allow the payment of
unsecured non-priority claims before the confirmation of a
chapter 11 plan, Dennis J. LeVine, Esq., at Dennis LeVine &
Associates PA, in Tampa, Florida, asserts.

Mr. LeVine contends that even if the Court determines that its
equitable powers allow it to authorize the payment of prepetition
claims under certain extreme circumstances, the Debtor has fallen
woefully short of establishing an evidentiary basis for relief.

In addition, Mr. LeVine says, the Debtor does not articulate the
basis for utilizing Section 363(b)(1) to authorize critical
vendor payments.  Despite the Debtor's contention, neither
Section 105(a) nor Section 363(b)(1) provides a statutory basis
to reincarnate the doctrine of necessity as a means of
authorizing the selective pre-plan payment of certain general
unsecured claims.  Section 105(a) is limited to the
implementation of specific provisions of the Bankruptcy Code, and
thus, may not be used on an ad hoc basis to further a debtor's
rehabilitation in chapter 11.

Acme also notes that the Debtor has not proved that:

    -- the payments are necessary to the reorganization process;

    -- the so-called critical vendors have refused to do business
       with the Debtor; or

    -- Acme, as a general unsecured creditor, is at least as
       well off as it would be without the requested relief.

Indeed, Mr. LeVine says, the Debtors' request is nothing more
than a motion of convenience for the Debtor that is based purely
on speculative consequences.

Mr. LeVine insists that the payment of essential trade creditors
clearly falls within the scope of the Debtor's ordinary course of
business.  For this reason, he says, there is no need for the
Debtor to seek authority to transact business with its trade
creditors postpetition.

The Debtor did not explain why each of the 23 designated critical
vendors is entitled to that status, Mr. LeVine points out.  Acme
does not know what each of the vendors provides to the Debtor,
nor does it know which of the vendors, if any, have stopped
shipping to the Debtor.

The Debtor also makes little attempt to explain how the payment
of critical vendor claims is the better alternative for the "non-
critical" unsecured creditors, Mr. LeVine adds.  Although the
Debtor attempts to make the amount seem minimal by arguing that
it represents less than 1% of the Debtor's total liabilities, Mr.
LeVine notes, the more interesting and telling percentage would
be the percentage of unsecured trade debt.

Accordingly, Acme asks the Court to deny the Debtor's request
regardless of the number of "critical" vendors to be paid and
regardless of the amounts to be paid to the vendors.

                          Arkema Claim

Mark J. Bernet, Esq., at Buchanan Ingersoll PC, in Tampa,
Florida, asserts that the Debtor has wrongfully stated its amount
of obligation to Arkema, Inc.  The Debtor, he says, listed
$181,530 when in actuality the prepetition obligation is
$205,963.

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


ANCHOR GLASS: U.S. Trustee Objects to Houlihan Lokey's Retention
----------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21,
objects to the terms outlined by Anchor Glass Container
Corporation for the retention of Houlihan Lokey Howard & Zukin
Capital as its financial advisor.

As reported in the Troubled Company Reporter, the Debtor offered
Houlihan Lokey this compensation package:

   (A) Monthly Fee:

            $150,000 per month for six months; and
            $125,000 per month thereafter

       The Monthly Fee will be payable for a minimum of three
       Months.  After the first six months, 50% of the Monthly
       Fees actually paid will be credited against the
       Restructuring Transaction Fee or the M&A Transaction Fee.

   (B) Transaction Fees to be paid on the closing of a
       Transaction:

       * Restructuring Transaction Fee equal to the lesser of:

            $3,250,000; or

            0.75% of the face amount of outstanding Company
                  Obligations that are restructured, modified,
                  amended, forgiven or otherwise compromised.

       * M&A Transaction Fee equal to the lesser of:

            $3,250,000; or

            1% of Aggregate Gross Consideration.

         However, if an M&A Transaction is consummated as part
         of a Restructuring Transaction, Houlihan Lokey will be
         entitled to the greater of the M&A Transaction Fee or
         the Restructuring Transaction Fee, but not both.

       * Financing Transaction Fee equal to the sum of:

            1% of all senior secured notes and bank debt raised
               or committed;

            2% of the aggregate principal amount of all second
               lien or junior secured debt financing raised or
               committed;

            3% of all unsecured, non- senior and subordinate debt
               raised or committed; and

            5% of all equity of equity equivalents raised.

         The fees will be paid immediately out of the proceeds of
         the placement.

         However, no Financing Transaction Fee will be payable on
         amounts raised either:

            (i) as part of a DIP financing facility under Chapter
                11; or

           (ii) from Cerberus Capital Management, L.P. or any
                Cerberus affiliates or in connection with a
                Cerberus-sponsored transaction other than to the
                extent requested by the Debtor or the Special
                Committee.

       * Fairness Opinion Fee:  The fees will be market fees
         mutually agreed upon by Houlihan Lokey and the Debtor.

                   U.S. Trustee Objects

Felicia S. Turner, the United States Trustee for Region 21,
observes that:

    1. The agreement provides for payment of fees before the
       application, notice and hearing on the fees.  The
       Bankruptcy Code and Bankruptcy Rules generally envision
       that fees will not be paid before a separate application
       for compensation and Court approval.

    2. The agreement appears to provide that Houlihan Lokey need
       not provide time records.

Benjamin E. Lambers, Esq., trial attorney for the U.S. Trustee,
in Tampa, Florida, makes it clear that Ms. Turner does not
generally oppose the concept of negotiating a monthly fee.
However, Mr. Lambers asserts, any monthly fee should be subject
to court review for reasonableness.  The U.S. Trustee believes
that requiring Houlihan Lokey to file monthly time records will:

    -- provide the U.S. Trustee, the Official Committee of
       Unsecured Creditors, the Debtor and the Court with helpful
       information in evaluating Houlihan Lokey's fee application;
       and

    -- protect the estate against a fee request that proves
       improvident within the meaning of Section 328(a) of the
       Bankruptcy Code.

The U.S. Trustee also finds the indemnification agreement to be
overly broad.  In general, Mr. Lambers says, the agreement
indemnifies except when it is "financially judicially determined
to have resulted primarily from the willful misconduct or gross
negligence of Houlihan Lokey."  Further exception should be made
where there is a finding of bad faith, self-dealing, or breach of
fiduciary duty or where Houlihan Lokey's services or actions
contributed to the damage, Mr. Lambers asserts.

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


ANCHOR GLASS: Wants Jones Day as Special Counsel
------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to employ Jones
Day as its special counsel, nunc pro tunc to Aug. 8, 2005.

Jones Day is one of the largest law firms in the United States,
with national and international practice, and has experience in
virtually all aspects of the law, Anchor notes.  In particular,
Jones Day has substantial corporate governance, securities,
finance and litigation expertise.

The Debtor wants to employ Jones Day to represent it in connection
with its review of approximately $4,500,000 of customer payments
in June 2003 that had not been accounted for properly, as well as
other payments.

On July 21, 2005, the Audit Committee of the Debtor's Board of
Directors retained Jones Day pursuant to the terms of an
engagement letter.  The firm was retained to advise the Audit
Committee with respect to its investigation into the accounting of
the Customer Payments.  Anchor relates that in the short period of
time since its retention, Jones Day has gained initial familiarity
with the Debtor's businesses and financial affairs and has met
numerous times with the Audit Committee regarding its ongoing
investigation.

The Debtor seeks to employ Jones Day pursuant to the terms of the
Engagement Letter.

Anchor anticipates that Jones Day will render legal services
relating to its review of the accounting for the Customer Payments
as needed throughout the course of the bankruptcy case, including
corporate governance, finance, securities and litigation
assistance and advice.

For its legal services, Jones Day will be paid based on its hourly
rates and will be reimbursed of actual and necessary out-of-pocket
expenses.

The current hourly rates of the firm's partners currently expected
to have primary responsibility for providing services to the Audit
Committee are:

       Adrian Wager-Zito                    $525
       Richard H. Deane, Jr.                $515
       Kevyn D. Orr                         $485
       Lisa A. Stater                       $450

On August 4, 2005, the Debtor provided a $30,000 retainer to Jones
Day in conjunction with its representation of the Audit Committee
relating to the investigation into the Customer Payments.  The
following day, $28,535 of the retainer was applied for services
rendered through August 3, 2005.  As of the Petition Date, $1,465
remains unapplied.  Those payments constitute all payments to
Jones Day during the year immediately preceding the Petition Date
on account of fees and expenses incurred by Jones Day on matters
relating to the Audit Committee's investigation.  The source of
the Retainer and the Prepetition Payments made by the Debtor was
its operating cash.

Lisa A. Stater, Esq., a member of Jones Day, assures the Court
that the firm has no connection with the Debtor, its creditors,
the U.S. Trustee or in any other interested parties or their
attorneys and accountants except:

    (a) Before the Petition Date, Jones Day performed legal
        services for the Audit Committee.  The Debtor owes Jones
        Day approximately $2,685 in fees and $1,035 in expenses
        relating to services performed.

    (b) Jones Day previously represented the Debtor in corporate
        matters through December 2002.

    (c) In matters unrelated to the Debtor's bankruptcy case,
        the firm currently represents or formerly represented
        some of the Debtor's secured lenders, major noteholders.
        In particular, Jones Day currently represents: (i) The
        Bank of New York, Inc.; (ii) Credit Suisse First Boston
        Corporation; (iii) Deutsche Bank AG; and (iv) Wachovia
        Bank, NA.  Jones Day does not and will not represent them
        in matters relating to the Audit Committee or the Debtor.

    (d) In matters unrelated to the Debtor's Chapter 11 case,
        Jones Day has worked with some of the Debtor's other
        professionals.

If Jones Day discovers additional information that requires
disclosure, Ms. Stater tells the Court that the firm will file a
supplemental disclosure.

Neither Jones Day nor any partner or associate holds or represents
any interest adverse to the Audit Committee, the Debtor or its
estate in the matters for which Jones Day is proposed to be
retained, Ms. Stater says.  Accordingly, Jones Day is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

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


AQUILA INC.: Fitch Revises Rating Outlook to Positive from Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook of Aquila, Inc., to
Positive from Stable.  At this time, ILA's senior unsecured rating
remains 'B-'.  Approximately $2.3 billion of debt is affected.

The Positive Rating Outlook reflects Fitch's expectation that
ILA's consolidated credit measures will gradually improve through
2006 due to improved utility operating margins, debt reduction
using the proceeds of planned asset sales, and the wind-down of
the Elwood tolling agreement and Illinois peaking plants.

Recently, ILA announced agreements to sell four of its regulated
utility subsidiaries, including Michigan Gas, Minnesota Gas,
Missouri Gas, and Kansas Electric, to various buyers for
approximately $896.7 million.  The average sale multiple of
approximately 10-11 times (x) projected 2005 EBITDA exceeded
Fitch's internal projections and allows ILA to reduce its
leverage.  Fitch expects at least $700 million of sale proceeds
will be used to reduce outstanding debt, including callable debt
of approximately $564 million and higher coupon debt.

Despite the absence of contributions from divested operations,
representing approximately 30% of consolidated 2004 EBITDA, Fitch
projects ILA's EBITDA-to-interest ratio will improve to greater
than 1x by year-end 2006 from 0.6x for the 12-month period ending
June 30, 2005, and the ratio of debt-to-EBITDA will decline to
greater than 5x by year-end 2006 from 15.4x for the 12-month
period ending June 30, 2005, excluding debt equivalents.  The
sales are subject to normal regulatory reviews and approvals with
closings expected within the next 6-12 months.  A significant
reduction in leverage would likely result in a rating upgrade.

Going forward, ILA will continue to focus on its six remaining
utility businesses, consisting of electric utilities in Missouri
and Colorado and gas utilities in Kansas, Colorado, Nebraska, and
Iowa.  These utilities benefit from stable cash flows, low
business risk profiles, and above-average customer growth in
Colorado and Missouri.  However, internal cash flow has been and
is expected to continue to be insufficient to fund capital
expenditures and other operating needs.  The Positive Rating
Outlook includes Fitch's expectation of a reasonably favorable
outcome in the Missouri electric rate case proceeding, which
should provide the company with a mechanism for more timely
recovery of fuel and purchase power costs and government-mandated
environmental compliance costs.

Fitch believes ILA has sufficient short-term liquidity to fund
increased working capital requirements from higher commodity
prices during the upcoming winter peak season.  ILA had
approximately $260 million available through two credit facilities
totaling $290 million, $150 million available under the accounts
receivable facility, and $171 million in cash and equivalents on
hand as of June 30, 2005.  There are no significant near-term debt
maturities.

In addition to high leverage and negative free cash flow from
utility operations, rating concerns include the continued cash
flow drags from the Elwood tolling agreement ($37 million per
year) and the Midwest peaking plants, as well as the near-term
financial impact of recent Powder River Basin coal supply
disruptions that forced ILA to buy replacement coal in a higher
priced spot market.

ILA is a regulated electric and gas utility serving more than
460,000 electric and 900,000 natural gas customers in seven
Midwestern states.

   Aquila, Inc.

     -- Senior unsecured debt 'B-';
     -- Outlook Positive.


ATA AIRLINES: Court Okays Settlement Agreement with John Hancock
----------------------------------------------------------------
ATA Airlines, Inc., and John Hancock Leasing Corporation have
reached a settlement agreement that would resolve disputes in
connection with their August 15, 1997 Lease.  The Settlement fully
resolves all existing claims by John Hancock against the Debtors,
with the exception of certain non-priority unsecured claims based
on the lease-related documents and the January 2005 order
authorizing the Debtors to reject the Lease.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of Indiana to approve the Settlement.

Absent the Settlement, the Debtors will be compelled to expend
resources and incur unnecessary expenses in further litigating
their disputes with John Hancock, Jeffrey C. Nelson, Esq., at
Baker & Daniels, in Indianapolis, Indiana, tells the Court.

Pursuant to Section 107(b) of the Bankruptcy Code, the Debtors
have sought and obtained the Court's permission to file the
Settlement under seal.

                             *   *   *

The Court approved the settlement agreement between ATA Airlines
and John Hancock Leasing Corporation.

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)

BIOAMERICA INC: Auditor Raises Going Concern Doubt
--------------------------------------------------
PKF, CPA's, of San Diego, California, expressed substantial doubt
about Bioamerica, 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 and significant working capital
deficiency.

In its Form 10-K for the fiscal year ended May 31, 2005, submitted
to the Securities and Exchange Commission, the Company reports a
consolidated net income was $162,259 for the year ended May 31,
2005.  Its subsidiary, Lancer Orthodontics, Inc., reported a net
loss of $291,544 in Fiscal 2005.  

The Company had a loss from continuing operations of $21,464 and
the discontinued operation had a gain of $183,723.  The Company's
loss of $21,464 includes its ownership percentage share of
Lancer's loss ($71,583).  Without the Lancer loss, The Company
would have recognized a gain before discontinued operations of
$50,919.  The net income of $162,259 is a result of Biomerica's
gain of $50,919 less its percentage of Lancer's loss of $71,583,
plus the gain from the discontinued operation of $183,723 and less
$800 in income taxes.

                     Liquidity Concerns

The Company has operating and liquidity concerns due to
historically reporting net losses and negative cash flows from
operations.  The Company's shareholder's line of credit expired on
September 13, 2003 and was not renewed.  The unpaid principal and
interest was converted into a note payable bearing interest at 8%
and payable September 1, 2004.  The due date on this note was
extended until September 1, 2005 and subsequent to fiscal year end
May 31, 2005, has been extended until September 1, 2006 at the
same terms.  Minimum payments of $4,000 per month plus an
additional $3,500 per month, depending on quarterly results of the
Company, are being made.

                       About Biomerica

Biomerica, Inc., -- http://www.biomerica.com/-- is a global  
medical technology company, based in Newport Beach, California.
The Company's diagnostics division manufactures and markets
advanced diagnostic products used at home, in hospitals and in
physicians' offices for the early detection of medical conditions
and diseases.  Its existing medical device business is conducted
through two companies:

     1) Biomerica, Inc., engaged in the human diagnostic products
        market; and

     2) Lancer Orthodontics, Inc., engaged in the orthodontic    
        products market.  

As of May 31, 2005, Biomerica's direct ownership percentage of
Lancer was 23.41%.  Subsequent to May 31, 2005, Lancer privately
placed some of its common stock, which reduced Biomerica's
ownership to the current 23.41% stake.


BOYDS COLLECTION: Lenders Waive Credit Facility Defaults
--------------------------------------------------------
The Boyds Collection Ltd. (NYSE:FOB) entered into a waiver
agreement in connection with the Credit Agreement dated as of
Feb. 23, 2005, as amended, with D.E. Shaw Laminar Portfolios,
L.L.C. and Bank of America, N.A., and Bank of America, N.A., as
initial L/C Issuer and administrative agent.

D.E. Shaw Laminar Portfolios, L.L.C. became a Lender under the
Credit Agreement pursuant to assignment agreements.  

The Company confirmed that events of default have occurred under
the Credit Agreement and are continuing, or will occur at some
time in the future as a result of the Company's inability to
comply with the financial covenants of the Credit Agreement.  

The Waiver provides for, among other things, the Lenders'
temporary forbearance from exercising remedies on account of such
Existing Defaults.  No separate cash consideration was paid by the
Company to the Lenders in consideration for the Waiver.  However,
pursuant to the terms of the Waiver, future interest will accrue
at the default rate under the Credit Agreement.  The Company
remains in discussions with the Lenders regarding a comprehensive
plan to modify or otherwise restructure the Company's existing
debt obligations.

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

                       *     *     *

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

These ratings were downgraded:

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

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


BROOKLYN HOSPITAL: Court Okays Bankruptcy Services as Claims Agent
------------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York, Brooklyn Division, gave The Brooklyn
Hospital Center and Caledonian Health Center, Inc., permission to
employ Bankruptcy Services LLC as their claims, noticing and
balloting agent.

BSI will:

   (a) assist the Debtors in mailing all required notices in the
       Debtors' bankruptcy cases, including:

       * notice of the commencement of the Debtors' chapter 11
         cases and the initial meeting of creditors under
         Section 341(a) of the Bankruptcy Code;

       * notice of claims bar dates;

       * notice of objections to claims;

       * notices of any hearings on the Debtors' disclosure
         statement and confirmation of the Debtors'
         chapter 11 plan; and

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

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

       * a copy of the notice served;

       * a list of persons to whom the notice was served, along
         with their addresses; and

       * the date and manner of service;

   (c) receive, examine, and maintain copies of all proofs of
       claim and proofs of interest filed in the Debtors'
       bankruptcy cases;

   (d) maintain official claims registers in each of the Debtors'
       chapter 11 cases by docketing all proofs of claim and
       proofs of interest in the applicable claims database that
       includes the following information for each claim or
       interest asserted:

       * the name and address of the claimant or interest holder
         and any agent;

       * the date the proof of claim or proof of interest was
         received by BSI;

       * the claim number assigned to the proof of claim or proof
         of interest;

       * the asserted amount and classification of the claim; and

       * the applicable Debtor against which the claim or interest
         is asserted;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

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

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

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

   (i) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and provide notice of the transfers as required by
       Bankruptcy Rule 3001(e);

   (j) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders, and other
       requirements;

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

   (l) provide other claims processing, noticing and related
       administrative services as may be requested from time to
       time by the Debtors;

   (m) oversee the distribution of the applicable solicitation
       material to each holder of a claim against or interest in
       the Debtors;

   (n) respond to mechanical and technical distribution and
       solicitation inquiries;

   (o) receive, review, and tabulate the ballots cast, and make
       determinations with respect to each ballot as to its
       timeliness, compliance with the Bankruptcy Code, Bankruptcy
       Rules and procedures ordered by this Court subject, if
       necessary, to review and ultimate determination by the
       Court;

   (p) certify the results of the balloting to the Court; and

   (q) perform other related plan-solicitation services as may be
       necessary.

Ron Jacobs, President of Bankruptcy Services LLC, discloses that
the Firm received a $10,000 retainer.  The current hourly rates of
professionals to be engaged are:

   Designation/Work                       Hourly Rate
   ----------------                       -----------
   Senior Mangers/On-Site Consultants         $225
   Other Senior Consultants                   $185
   Programmer                             $130 to $160
   Associate                                  $135
   Data Entry/Clerical                     $40 to $60
   Schedule Preparation                       $225

The Debtors believed that Bankruptcy Services LLC is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Bankruptcy Services LLC -- http://www.bsillc.com/-- specializes  
in performing noticing, claims processing, claims reconciliation
and other administrative tasks for chapter 11 debtors.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and  
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Wants J.H. Cohn as Accountant & Fin'l Advisor
----------------------------------------------------------------
The Brooklyn Hospital Center and Caledonian Health Center, Inc.,
ask the Honorable Carla E. Craig of the U.S. Bankruptcy Court for
the Eastern District of New York, Brooklyn Division, for
permission to employ J.H. Cohn LLP as their accountant and
financial advisor, nunc pro tunc to Sept. 30, 2005.

J.H. Cohn LLP

   (a) advise and assist the Debtors in the preparation of
       financial information, including Statement of Financial
       Affairs, Schedules of Assets and Liabilities, monthly
       operating reports, and other information that may be
       required by the Bankruptcy Court, the United States
       Trustee, and the Debtors' creditors and other
       parties-in-interest;

   (b) assist the Debtors in preparing and analyzing cash
       collateral and debtor-in-possession financing projections,
       financial statements, long-term cashflow projections,
       employee retention and incentive programs, other special
       projects or reports, and provide expert testimony;

   (c) attend meetings with parties-in-interest and their
       respective advisors;

   (d) advise and assist the Debtors in identifying potential new
       lenders;

   (e) advise and assist the Debtors in identifying restructuring
       alternatives, and in the preparation and negotiation of a
       plan of reorganization, including advising the Debtors on
       the timing, nature and terms of the Debtors' modification
       alternatives to their existing debt;

   (f) analyze creditor claims and prepare and evaluate litigation
       and claims objections, including providing expert
       testimony;

   (g) other accounting and consulting services requested by the
       Debtors and their counsel.

Clifford A. Zucker, CPA, a member at J.H. Cohn LLP, discloses the
Firm's professionals' currenty hourly billing rates:

   Designation                    Hourly Rate
   -----------                    -----------
   Senior Partner                     $520
   Partner                            $450
   Director                           $400
   Senior Manager                     $375
   Manager                            $350
   Supervisor                         $300
   Senior Accountant                  $250
   Staff Accountant                   $200
   Paraprofessional                   $135

The Debtors believe that J.H. Cohn LLP is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

As one of the largest independent accounting firms in the country,
J.H. Cohn LLP -- http://www.jhcohn.com/-- serves the middle  
market business owners create, enhance, and preserve wealth.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and  
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Can Use $1MM+ HUD & DASNY Cash Collateral
------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York, Brooklyn Division, gave The Brooklyn
Hospital Center and Caledonian Health Center, Inc., access to
$1,188,000 of cash collateral securing repayment of prepetition
debts owed to the Dormitory Authority of the State of New York and
the United States Department of Housing and Urban Development.  

DASNY became the successor to New York State Medical Care
Facilities Finance Agency's powers and duties on Sept. 1, 1995.

                         Mortgage Notes

The Debtors' indebtedness to MCFFA stems from an original and
supplemental mortgage for the purpose of financing and refinancing
health care facilities secured by some real property of Brooklyn
Hospital.

Brooklyn Hospital also became indebted to DASNY for financing
additional health care facilities.  The 1999 Mortgage Note secured
this debt with liens on Brooklyn Hospital's equipment and accounts
receivable.

The Debtors say that the original mortgage note and 1999 mortgage
note are currently outstanding for $32,236,740 and $46,295,800
respectively.

The payments under the Original Mortgage Note are currently
securing:

   (a) the MCFFA Hospital and Nursing Home FHA-Insured Mortgage
       Revenue Bonds, 1992 Series B, and

   (b) The Brooklyn Hospital Center Hospital and Nursing Home
       FHA-Insured Mortgage Revenue Bonds, 1998 Series A.

The payments under the 1999 Mortgage Note are securing the DASNY
The Brooklyn Hospital Center FHA-Insured Mortgage Hospital Revenue
Bonds, Series 1999.

                    Depreciation Reserve Fund

Brooklyn Hospital's payment obligations on the Mortgage Notes are
insured by the Federal Housing Commissioner of the Department of
Housing and Urban Development under the applicable provisions of
the National Housing Act, 12 U.S.C. Section 1715z-7.

In connection with the Debtors' obligations on the Mortgage Notes,
Brooklyn Hospital, HUD and the Department of Health and Human
Services entered into a Depreciation Reserve Fund Agreement.  
Brooklyn Hospital agreed to establish a Depreciation Reserve Fund
in order to maintain the HUD insurance on the Mortgage Notes and
to reimburse HUD for insurance benefits paid to DASNY in the event
of the Debtors' bankruptcy or the assignment of the Mortgage Notes
to HUD.

As of the bankruptcy filing, approximately $19.9 million was on
deposit in the DRF at JPMorgan Chase Bank.

HUD has agreed to release $1.118 million from the DRF for the
month of October 2005.  HUD will also release an amount sufficient
for the Debtors to honor their obligations with respect to the
Mortgage Notes for three months following the Petition Date.  But
the Debtors must obtain the prior written consent of HUD if they
will use the funds for more than three months.

To provide DASNY and HUD with protection for any diminution in the
value of their collateral, the Debtors will grant DASNY senior,
first-priority, valid, perfected, replacement liens.  The Court
also directed the Debtors to pay:

   -- the Mortgage Notes when they come due, and
   -- all DASNY's attorneys' fees.

The lien is subject to a carve-out for payment of:

   -- the U.S. Trustee's statutory fees, and

   -- the fees and expenses of the professionals retained by the
      Debtors and the Official Committee of Unsecured Creditors
      not exceeding $1,000,000.

DASNY agrees that a DIP financing agreement with another lender
will subordinate its prepetition and postpetition liens in the
Debtors' receivables.

The Debtors will use the cash collateral to fund their operations,
payroll, and other operating expenses that are necessary to
maintain the value of their estates.

Geoffrey T. Raicht, Esq., at Sidley Austin Brown & Wood LLP in
Manhatta, represents Dormitory Authority of the State of New York.  
Glenn D. Gillett, Esq., the Trial Attorney of the U.S. Department
of Justice in Washington, D.C., and Stephen Wang, Esq., at the
U.S. Department of Health & Human Services in Manhattan represent
U.S. Department of Housing and Urban Development.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and  
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


CABOODLES LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Caboodles, LLC
        aka Caboodles Cosmetics
        17 West Pontotoc Avenue, Suite 101
        Memphis, Tennessee 38103

Bankruptcy Case No.: 05-35710

Type of Business: The Debtor manufactures cosmetics.

Chapter 11 Petition Date: September 30, 2005

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Steven N. Douglass, Esq.
                  Harris Shelton Hanover Walsh, PLLC
                  2700 One Commerce Square
                  Memphis, Tennessee 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pittco Capital Partners, LP   Value of security:     $13,000,000
17 West Pontotoc Avenue       $10,000,000
Memphis, TN 38103

Crystal Claire                                          $491,255
20 Overlea Boulevard
Tornto, Ontario M4H 1A4

AdSert                        Trade Debt                $236,196
Group, Inc.
5750 Wilshire Boulevard
Los Angeles, CA 90036

Wormser Corporation                                     $207,760
P.O. Box 5209
Englewood, NJ 07631

Box, LLC                                                $198,687

PBB Global Logistics, Inc.                              $162,472

Fasken Martineau DuMoulin LLP                           $160,082

Baker, Donelson, Bearmam                                $124,567
Caldwell

Starr Toof                                              $119,010

McFadden & Dillon PC                                    $108,333

The Color Factory                                       $100,064

Glimpso LLC                                              $71,165

Yellow Freight                Service Debt               $48,847

Oxygen Development                                       $48,109

Winston & Strawn, LLP                                    $34,020

Alloyd SCA                                               $31,742

BAX Global                                               $30,313

Flex Products                                            $29,530

B.L. Carpenter Ent.                                      $26,744

Proforma Advantage                                       $26,200


CAROLINA TOBACCO: Bell Dewar Approved as Special Counsel
--------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Oregon gave Carolina
Tobacco Company permission to employ Bell Dewar and Hall as its
special counsel for South Africa.

The Debtor explains that the primary location of its business
operations is in Johannesburg, South Africa, where Bell Dewar is
also located.  The Debtor relates that it hired Bell Dewar as its
special counsel to represent its interests in South Africa.

Bell Dewar will:

   1) work with the South African Revenue Service (SARS) on the
      Debtor's value added tax audit from September-October 2004
      and continue negotiations with SARS to obtain a permanent
      bond;

   2) negotiate with the Debtor's vendors, lessors and lessees and
      handle customs, excise and tax issues;

   3) assist the Debtors in transferring titles on purchased
      equipment, obtaining rebates and warehouse permits and
      conferring with governmental agencies to ensure the Debtor's
      operations comply with local rules and regulations in South
      Africa; and

   4) render all other legal services to the Debtor in connection
      with its business operations in South Africa.

Nicolaas Jacobus Roodt, Esq., a Director of Bell Dewar, disclosed
that his Firm received a R 200,000 retainer.  

Mr. Roodt reports Bell Dewar's professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Nic Roodt            Counsel           $330
      Freek Van Rooyen     Counsel           $330
      Blaize Vance         Counsel           $330
      Conor McFadden       Counsel           $156
      Rakhee Bhooa         Counsel           $156

Bell Dewar assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand  
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$24,408,298 and total debts of $14,929,169.


CAROLINA TOBACCO: Perkins & Company Approved as Accountants
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Oregon gave Carolina
Tobacco Company permission to employ Perkins and Company, P.C., as
its accountants.

The Debtor explains that it hired Perkins and Company as its
accountants because of the Firm's considerable accounting
expertise.  The Firm is also familiar with the Debtor's business
operations and tax issues because it prepared the Debtor's
financial statements and tax returns since the 2002 fiscal year.

Perkins and Company will:

   1) prepare the Debtor's 2004 complied financial statements,
      2004 corporate tax returns and ancillary documents and
      assist with the examination by the Internal Revenue Service;

   2) perform corporate and tax planning and consulting for the
      2005 fiscal year; and

   3) perform all other accounting services to the Debtor that are
      necessary in its chapter 11 case.

Grant L. Jones, C.P.A., a Shareholder of Perkins and Company, is
one of the lead professionals of the Firm performing services to
the Debtor.  Mr. Jones charges $295 per hour for his services.

Mr. Jones reports Perkins and Company professionals bill:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Chris Loughran       Shareholder       $280

      Designation          Hourly Rate
      -----------          -----------
      Managers             $175 - $190
      Senior Staff         $100 - $135

Perkins and Company assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand  
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$24,408,298 and total debts of $14,929,169.


CHESAPEAKE ENERGY: Fitch Affirms BB Rating on Sr. Unsecured Debt
----------------------------------------------------------------
Fitch Ratings affirmed the ratings of Chesapeake Energy
Corporation following the company's announcement that it has
agreed to acquire Columbia Natural Resources, LLC, for $2.2
billion plus the assumption of liabilities.  The Rating Outlook is
Stable.  Fitch rates Chesapeake's senior unsecured debt at 'BB',
senior secured revolving credit facility and hedge facility at
'BBB-', and convertible preferred stock at 'B+'.

The rating affirmation and Outlook reflect the size and scope of
Chesapeake's reserve base following the acquisition of CNR, the
quality and price paid for the reserves, and the balanced mix of
debt and equity used to finance the acquisition.  The ratings are
also supported by Fitch's expectations that Chesapeake will
continue to aggressively grow its resource base through further
acquisitions, that the company will continue to show significant
reserve growth through organic efforts, and that the company will
likely remain free cash flow negative despite the current
commodity price environment due to the significant expenditures
for organic growth.

Chesapeake has announced an agreement to acquire CNR for $2.2
billion in cash plus the assumption of liabilities. With the
acquisition of CNR, Chesapeake will add 1.1 trillion cubic feet
equivalent of reserves, giving the company a total of 7.1 tcfe of
proven reserves.  This is a 45% increase over year-end 2004 proven
reserves of 4.9 tcfe.  Proven developed reserves will account for
an estimated 64% of Chesapeake's total proven reserves at close.

CNR's reserves are located in the onshore Appalachian Basin (West
Virginia, Kentucky, Ohio, Pennsylvania, and New York) and, at 125
million cubic feet of natural gas equivalent production per day
(mmcfed), have a very long life of more than 23 years, which is
typical of the basin.  The purchase price of $2.00 per mcfe
reflects the long life of the reserves as well as the liabilities
associated with CNR's prepaid sales and the significant hedges in
place into 2009.  As with other acquisitions, Chesapeake
anticipates enhancing the value of the assets through an
aggressive development program.

While financing of the transaction has not been finalized,
Chesapeake anticipates using cash on hand to finance $200 million
to $400 million of the price with a split between roughly 50% new
senior unsecured notes/new senior unsecured convertible notes and
50% common/preferred stock to make up the bulk of the financing.
Fitch has incorporated these assumptions into the rating
affirmation.

The financing of CNR also remains in line with Chesapeake's
practice beginning in 2003 to ultimately finance acquisitions with
a balance between debt and equity issuances. While the financing
is conservative in nature, the debt component will add leverage to
Chesapeake's debt to proven reserve metrics due to the escalating
prices of acquisitions.  Fitch anticipates debt to thousand cubic
feet equivalent of proven reserves to approximate $0.70/mcfe and
debt to proven developed reserves of nearly $1.10/mcfe as debt
will likely total approximately $5.0 billion. Closing is expected
by mid-December 2005.


CLEARLY CANADIAN: Brent Lokash Replaces Douglas Mason as President
------------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBEF) reported the
appointment of Brent Lokash as President.  Mr. Lokash replaces
chief executive officer, Douglas Mason, who will continue to play
an active role with Clearly Canadian.  

Mr. Mason's beverage career began with launching and marketing
Jolt Cola, under licence in Canada and parts of the USA in 1985
and, in 1987, Mr. Mason introduced brand Clearly Canadian.  
Credited as one of the pioneers of the New Age beverage category,
Mr. Mason further led the Clearly Canadian team to launch exciting
brands including "Quenchers", "Orbitz" and "Reebok Fitness Water".
Over the past 20 years, Mr. Mason has established a reputation for
innovation and, in his ongoing advisory role will continue to
focus on the innovative and creative roots Clearly Canadian has
been known for.

"Our efforts to improve our distribution system and to complement
and enhance our sales team in recent years has culminated in a
successful restructuring and financing with the BG Capital Group
earlier this year, and what I believe will be a new beginning for
the Company.  I am proud to say that, thanks to the hard work and
dedication of the Clearly Canadian team, paired with the financing
provided by BG Capital, I believe that Clearly Canadian is once
again poised for future growth and profitability.  I also believe
that Brent Lokash will bring a fresh approach to the business and
that he has the ability to help guide the Company to the next
level.  I look forward to remaining an active member of the
Clearly Canadian team and to working closely with Brent as he
leads the Clearly team into a new era," said Douglas Mason,
Clearly Canadian Beverage Corporation.

"I am thrilled to be leading a company of Clearly Canadian's
calibre, and I look forward to working with the board and the
management team in an effort to build upon the strong foundation
of Clearly Canadian's innovative culture and to lead the Company
to its next phase of anticipated growth," said Brent Lokash,
President of Clearly Canadian Beverage Corporation.

In his role as President, Mr. Lokash will be responsible for all
facets of corporate operations for Clearly Canadian.  Mr. Lokash
is also associated with BG Capital and is a business lawyer with
considerable experience in corporate financings, mergers and
acquisitions.  Mr. Lokash began his practice in commercial law and
subsequently focused on providing business consulting expertise to
public and private companies seeking acquisitions and financings.   
Mr. Lokash received his Bachelor of Law degree in 1995 and was
called to the Bar in the same year.  He is a member in good
standing with the Law Society of British Columbia.  Mr. Lokash is
the Chairman of The Neptune Society, Inc.

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --   
http://www.clearly.ca/-- markets premium alternative beverages      
and products, including Clearly Canadian(R) sparkling flavoured   
water and Clearly Canadian O+2(R) oxygen enhanced water beverage,   
which are distributed in the United States, Canada and various   
other countries.      

As of June 30, 2005, Clearly Canadian Beverage Corporation's  
balance sheet showed a $672,000 equity compared to a $3,515,000  
equity deficit at Dec. 31, 2004.


COMPOSITE TECHNOLOGY: Court Moves Confirmation Hearing to Oct. 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
rescheduled Composite Technology Corporation's (OTC BB: CPTCQ)
plan confirmation hearing to Oct. 17, 2005, at 10: a.m. (PDT).

                     Claims Settlement

The Company has signed an agreement with the City of Kingman,
Kansas, which if approved by the Bankruptcy Court and fully
performed by both parties, will:

   -- significantly reduce claims against the Company's bankruptcy
      estate;

   -- facilitate the Company's emergence from bankruptcy; and

   -- provide the Company with a valuable new customer for its
      goods and services.

The agreement contains provision for Kingman's purchase of 70
linear miles of the Company's ACCC conductor and related hardware.

In addition, the Company signed an agreement with John Nunley,
which if approved by the Bankruptcy Court will significantly
reduce claims against the Company's bankruptcy estate and
facilitate the Company's emergence from bankruptcy.

                   Litigation Settlement

The Company has filed with the Bankruptcy Court its proposed order
approving the settlement of litigation between the Company and
Ascendiant Capital Group, Inc., Mark Bergendahl, and Bradley
Wilhite.  The Company believes the settlement is in the best
interest of the bankruptcy estate and is pleased that no objection
was filed in connection with the settlement.  As part of this
settlement, Ascendiant's ballots voting to reject the Company's
reorganization plan will be replaced with votes accepting the
plan.

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.


COTT CORP: Realigning Management in North American Operations
-------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) will realign the management
of its Canadian and U.S. businesses to a North American basis to
leverage management strengths, improve supply chain efficiencies
and position the North American business to become more profitable
and responsive to customers' needs.

The Company estimates that pre-tax charges of $60 to $80 million
will be recorded over the next 12 to 18 months.  This amount is
comprised mainly of asset impairment charges and also includes
severance and other costs.  The Company also estimates that
operating income will improve by $10-15 million annually when
these changes are completed.

Under the new structure, two veteran Cott executives with strong
track records of success will lead North American operations and
sales.  

Mark Benadiba, currently Executive Vice President of Canada and
International, will head North American operations and supply
chain functions including manufacturing, purchasing, logistics and
quality.

John Dennehy, currently Vice President of New Business Development
for Cott U.S.A., will lead North American Sales and Marketing.
Additionally, Gil Arvizu, who successfully built Cott's Mexican
business, returns to the U.S. to head up the U.S. sales
organization, reporting to Mr. Dennehy.

Mr. Benadiba and Mr. Dennehy, along with Jason Nichol, Cott's Vice
President of Business Development for Wal-Mart, will report
directly to President and CEO, John Sheppard.

The Company also announced that Robert J. Flaherty, Executive Vice
President and President of Cott U.S.A., has left Cott to pursue
other interests.

Cott's Board of Directors endorsed these changes and reiterated
its support of the management team.  "The actions are right for
Cott's customers, employees and shareowners," said Frank E. Weise,
Chairman of the Board.  "They will enable the Company to reap the
benefits of retailer brand growth potential and position Cott to
continue leading that growth.  The new structure puts proven Cott
executives into key leadership positions with John Sheppard taking
a direct role in turning around and growing Cott's North American
operations.  The skills and experience he demonstrated while
delivering record results as President of Cott's U.S. division are
exactly what the Company needs to remain the preferred supplier of
retailer brand beverages."

Mr. Sheppard added: "We committed to taking quick and decisive
action.  These steps are important in positioning us for increased
profitability.  With this structure, we will be a more efficient
and effective organization with a critical focus on operations and
sales.
  
"Mark Benadiba is a seasoned operating executive and a hands-on
manager with extensive experience and success in driving
operational improvements.  Putting a soft drinks industry veteran
like John Dennehy in charge of marketing and sales will further
enhance our customer relationships and increase our focus on
growing profitability for both Cott and our retailer brand
customers.  They are now reviewing opportunities in their
respective areas and we intend to report on our progress during
our third quarter earnings conference call."

As part of the organizational realignment, the Company also
announced that Cott's Mexican business unit and Royal Crown
International will now report to Colin Walker, Senior Vice-
President of Corporate Resources.  All appointments are effective
immediately.

In addition to the organizational changes, key elements of the
Company's plan include rationalizing product offerings,
eliminating underperforming assets and increasing focus on high
potential accounts.

Cott Corporation is the world's largest retailer brand soft drink
supplier.  Its core markets are the United States, Canada and the
United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating and 'B+' subordinated debt rating on the
leading supplier of retailer-branded soft drinks, Toronto, Ont.-
based Cott Corp., on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Moody's Investors Service placed the ratings for Cott Corporation
under review for possible downgrade following the announcement
that it expects 2005 earnings to be substantially lower than
previous guidance.

These ratings were placed on review for possible downgrade:

  Cott Corporation:

     -- Ba2 corporate family rating

  Cott Beverages, Inc.:

     -- Ba3 rating on the $275 million 8% senior subordinated
        notes, due 2011

The review for possible downgrade will focus on:

   * the impact that the above pressures will have on the
     company's operating profit;

   * cash flow and debt protection measures going forward; and

   * the company's plans for cost reduction efforts and pricing.


CWMBS INC.: Fitch Assigns BB Rating on $790,000 Class B Certs.
--------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-23:

     -- $303.3 million classes A-1, A-2, PO, and A-R certificates
        (senior certificates) 'AAA';

     -- $6.9 million class M certificates 'AA';

     -- $2.0 million class B-1 certificates 'A';

     -- $1.2 million class B-2 certificates 'BBB';

     -- $790,000 class B-3 certificates 'BB';

     -- $632,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 2.20% class M, the 0.65% class B-1,
the 0.40% class B-2, the 0.25% privately offered class B-3, the
0.20% privately offered class B-4, and the 0.30% privately offered
class B-5 (not rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4
are rated 'AA', 'A', 'BBB', 'BB', and 'B', based on their
respective subordination only.

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

The pool consists of 30-year fixed-rate mortgage loans totaling
$281,576,864 as of the cut-off date, Sept. 1, 2005, secured by
first liens on one- to four-family residential properties.  All
the mortgage loans have interest-only payments for a period of 10
years following the origination of the loan.  Following the 10-
year period, the monthly payment with respect to each of these
mortgage loans will be increased to an amount sufficient to
amortize the principal balance of the mortgage loans over the
remaining term.

The mortgage pool, as of the cut-off date, demonstrates an
approximate weighted-average original loan-to-value ratio of
72.57%.  The weighted average FICO credit score is approximately
742.  Cash-out refinance loans represent 29.85% of the mortgage
pool and second homes 6.34%.  The average loan balance is
$577,002.  The states that represent the largest portion of
mortgage loans are California (38.69%), Virginia (7.26%), and
Florida (5.36%).  Subsequent to the cut-off date, additional loans
were purchased prior to the closing date, Sept. 29, 2005.  The
aggregate stated principal balance of the mortgage loans
transferred to the trust fund on the closing date is $315,999,820.

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.


CWMBS INC.: Fitch Places Low-B Ratings on Two Certificate Classes
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-26:

     -- $480.0 million classes 1-A-1 through 1-A-14, 2-A-1, 2-A-2,
        PO, and A-R certificates (senior certificates) 'AAA';

     -- $12.8 million class M certificates 'AA';

     -- $3.3 million class B-1 certificates 'A';

     -- $1.5 million class B-2 certificates 'BBB';

     -- $1.0 million class B-3 certificates 'BB';

     -- $750,011 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 2.55% class M, the 0.65% 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 500,007,523
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
loan-to-value ratio of 72.16%.  The weighted average FICO credit
score is approximately 741.  Cash-out refinance loans represent
31.56% of the mortgage pool and second homes 6.93%.  The average
loan balance is $ $552,495.  The three states that represent the
largest portion of mortgage loans are California (40.94%), New
York (6.79%), and Virginia (6.27%).

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/

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.


DELAWARE AUTO: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Delaware Auto Leasing, Inc.
        55 Delaware Street
        Tonawanda, New York 14120

Bankruptcy Case No.: 05-19192

Type of Business: The Debtor is a car rental agency.

Chapter 11 Petition Date: October 4, 2005

Court: Western District of New York (Buffalo)

Debtor's Counsel: R. Thomas Burgasser, Esq.
                  825 Payne Avenue
                  North Tonawanda, New York 14120
                  Tel: (716) 692-1783
                  Fax: (716) 692-6614

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Benderson Development Co., Inc.            $472,000
   570 Delaware Avenue
   Buffalo NY 14202

   New York State Sales Tax                   $280,000
   77 Broadway, Suite 112
   Buffalo NY 14203

   Elizabeth Hammar                           $165,455
   1304 Lexington Avenue
   North Tonawanda NY 14120

   Shennan M. O'Donoghue                      $100,000
   51 Delaware Street
   Tonawanda NY 14150

   Paul Herman Motors                          $95,000

   Sheridan Ford                               $75,000

   IRS                                         $35,000

   Erie Billes                                 $34,800

   Rachel Gordon                               $34,800

   Bank of America                             $31,345

   William Gordon                              $30,333

   Bank of America Fleet                       $11,000

   Steven Feldman                               $7,500

   CitiBank                                     $4,786

   HSBC Bank USA                                $3,450

   Witlin & Cain                                $2,800

   Capital One FSB                              $2,600

   Delta Sonic                                  $2,230


DEX MEDIA: Moody's Reviews Low-B Corporate Family & Debt Ratings
----------------------------------------------------------------
Moody's Investors Service placed all ratings of R. H. Donnelley
Inc. and Dex Media, Inc. on review for possible downgrade.  
Details of the rating actions are outlined below:

Ratings placed on review for possible downgrade:

R.H. Donnelley Inc.:

   * $175 million senior secured revolving credit facility,
     due 2009 -- Ba3

   * $544 million senior secured tranche A term loan
     due 2009 -- Ba3

   * $1,433 million senior secured tranche D term loan,
     due 2011 -- Ba3

   * $325 million 8 7/8% senior notes, due 2010 -- Ba3

   * $600 million 10 7/8% subordinated notes, due 2012 -- B2

R.H. Donnelley Corporation:

   * $300 million senior unsecured notes, due 2013 -- B3
   * Corporate Family rating -- Ba3

Dex Media, Inc.:

   * $570 million 9% senior discount notes, due 2013 -- B3
   * $500 million 8% cash pay unsecured notes, due 2013 -- B3
   * Corporate Family rating -- Ba3

Dex Media East LLC:

   * $916 million senior secured credit facility -- Ba2

   * $450 million 9.875% senior unsecured notes, due 2009 -- B1

   * $341 million 12.125% senior subordinated notes,
     due 2012 -- B2

Dex Media West LLC:

   * $1,409 million senior secured credit facility -- Ba2
   * $385 million 8.5% senior unsecured notes, due 2010 -- B1
   * $300 million 5 7/8% senior unsecured notes, due 2011-- B1
   * $762 million 9.875% senior subordinated notes, due 2013 -- B2

The rating action follows the companies' announcement that R. H.
Donnelley has entered into a definitive agreement to acquire Dex
Media, Inc. in a transaction valued at approximately $9.5 billion,
including $2.4 billion in stock, $1.8 billion in cash, and the
assumption of approximately $5.5 billion in Dex's debt, in a
transaction which is expected to close by the end of March 2006.

The review will assess:

   1) the burden which the increased debt will place on the merged
      companies' financial profile;

   2) the pro-forma capital structure of R.H. Donnelley following
      the merger;

   3) the allocation of debt among the merged entity's issuers;
      and

   4) whether the acquisition will receive shareholder and
      regulatory approval and close in accordance with the
      announced terms and conditions.

In addition, the review will examine the combined companies'
ability to achieve synergies and attain targeted operational
growth and financial improvement post acquisition.

R.H. Donnelley has announced no specific detail regarding the
expected capital structure of the surviving entity, although it
has indicated its preference to maintain existing debt issues in
place.  However, Moody's expects that the five currently-rated
issuers, R.H.Donnelley Corporation, R.H. Donnelley Inc., Dex
Media, Inc., Dex Media East LLC, and Dex Media West LLC, will each
remain as separate issuers, supporting, as yet, unspecified
amounts of debt.

Moody's expects that its review will focus particularly upon the
notching implications of the surviving corporate structure.
Ratings on the surviving entity's debt are expected to encompass a
relatively wide range of ratings according to the structural and
contractual ranking of each debt instrument, as well as the direct
and indirect cash flows available to each issuer.  Moody's notes
that prior to this review, a four notch differential existed
between the Ba2 rating on Dex Media East LLC's senior secured
credit facility and the B3 rating on R.H. Donnelley Corporation's
senior notes.

Headquartered in Cary, North Carolina, R.H. Donnelley operates in
18 states with a total circulation of 28 million.  The company
recorded pro-forma adjusted 2004 revenues of $1.0 billion.

Headquartered in Englewood, Colorado, Dex Media, Inc. owns and
operates incumbent directories in 14 states.  The company recorded
2004 revenues of $1.6 billion.


DIXIE GROUP: S&P Affirms Subordinated Debt Rating at B-
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dalton,
Georgia-based carpet and rug manufacturer The Dixie Group Inc. to
stable from positive.  At the same time, Standard & Poor's 'B+'
corporate credit and 'B-' subordinated debt ratings were affirmed.
Total debt outstanding at June 25, 2005, was about $83.9 million.
      
"The outlook revision incorporates the impact of substantially
higher raw material, energy, and transportation costs as a result
of the recent hurricanes -- in particular, petroleum-based
chemical derivative products, which are a significant portion of
the Dixie Group's cost structure," said Standard & Poor's credit
analyst Susan Ding.

Furthermore, the resultant decline in consumer confidence will
likely compound already soft demand.  Because of the above-noted
issues, S&P expects Dixie Group's financial results in the short
term to be negatively affected.
     
The ratings on Dixie Group reflect its difficult operating
environment and weak industry fundamentals, including the
market's:

   * fragmentation,
   * intense competition, and
   * maturity.

The ratings also incorporate the company's niche position in the
high-end residential and commercial carpet segments, as well as
its improved financial profile from the debt reduction with
proceeds from the sale of its noncore businesses.
     
During 2003, Dixie sold its North Georgia operations.  After the
sale, Dixie is now a much smaller company (with about $290 million
in revenues), primarily focused on the premium-priced residential
and commercial segments of the carpet industry with its Masland
and Fabrica divisions.  These higher-end segments historically
have been less sensitive to weak economic conditions; S&P
therefore expects them to contribute more stable revenue.
Nevertheless, they also have been hurt by the weak economy, and
their sales have remained relatively flat for the past several
years.


DOBSON COMMUNICATIONS: Reduces Outstanding Preferred Stock
----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) entered into
agreements with certain holders of its 12.25% Senior Exchangeable
Preferred Stock and its 13% Senior Exchangeable Preferred Stock
under which the holders have agreed to exchange 8,700 shares of
12.25% Preferred Stock and 30,021 shares of 13% Preferred Stock
for 5,982,040 shares of the Company's Class A Common Stock and
cash consideration of $1.6 million.  As a result, the aggregate
outstanding liquidation preference of the 12.25% Preferred Stock
and the 13% Preferred Stock will decrease from $71.7 million to
$33.0 million.

The transactions are exempt from registration under Section
3(a)(9) of the Securities Act of 1933.  The shares of Class A
Common Stock will be freely tradeable once the transactions
settle, which is expected to occur on or before October 5, 2005.

The Company may enter into similar transactions from time to time
depending on market conditions and available terms.

Dobson Communications -- http://www.Dobson.net/-- is a leading  
provider of wireless phone services to rural markets in the United
States.  Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service upgraded the corporate family and other
ratings of Dobson Communications Corp. and its subsidiaries.  The
ratings action is based upon the much improved forecast for
revenue and cash flow growth since Moody's last rating action in
October 2004.  The ratings outlook is stable.

The affected ratings are:

  Dobson Communications Corp.:

     * Corporate family rating upgraded to B3 from Caa1

     * Speculative grade liquidity rating affirmed at SGL-3

     * $150 million Senior Floating Rate Notes due 2012
       assigned Caa2

     * $150 million Senior Convertible Debentures due 2025
       assigned Caa2

     * $420 million 8.875% Senior Notes due 2013 upgraded to Caa2
       from Ca

     * 10.875% Senior Notes due 2010 ratings withdrawn

  Dobson Cellular Systems, Inc.:

     * $75 million senior secured revolving credit due 2008
       upgraded to Ba3 from B1

     * $250 million First Priority Floating Rate Senior Secured
       Notes due 2011 upgraded to B1 from B2

     * $250 million 8.375% First Priority Senior Secured Notes
       due 2011 upgraded to B1 from B2

     * $325 million 9.875% Second Priority Senior Secured Notes
       due 2012 upgraded to B2 from B3

  American Cellular Corporation:

     * $900 million 10% Senior Notes due 2011 upgraded to B3
       from Caa1


DRUGMAX INC: Completes $51.1 Million Private Equity Placement
-------------------------------------------------------------
DrugMax, Inc. (Nasdaq: DMAX) completed its previously announced
private placement investments of common stock and warrants
totaling $51.1 million.  Among the institutional investors who
participated in the private placements were MedCap Management &
Research LLC, Janus Capital Group and Third Point, LLC.  Roth
Capital Partners, LLC acted as Lead Placement Agent in connection
with the transaction.

The Company completed the sale of 41,487,432 shares of its common
stock as well as warrants to purchase 20,743,715 of its common
stock with an exercise price of $1.09 per share of common stock.  
In addition, the Company completed the sale of 2,606,000 shares of
its common stock as well as warrants to purchase 1,303,000 of its
common stock with an exercise price of $1.20 per share of common
stock.

The $51.1 million in gross proceeds from the private placement
investments, which were first announced on Sept. 27, 2005, will be
principally used to redeem 17,000 shares of Series A Preferred
Stock valued at $17 million, pay down senior debt and provide the
Company with growth capital to expand its base of specialty
pharmacies and Worksite Pharmacies SM.  In connection with the
redemption of the Series A Preferred Stock, the Company issued
approximately 500,000 shares of common stock and will pay
$17 million for redemption of the original investment.  As of
Oct. 3, 2005, the Company had 64,712,532 shares of common stock
issued and outstanding and no shares of series A convertible
preferred stock.

"The proceeds from the private placement," Ed Mercadante, R.Ph.,
Co-Chairman and Chief Executive Officer of DrugMax, said, "along
with the expected closing of the recently announced senior credit
facility with Wells Fargo Retail Finance, significantly improves
DrugMax's financial strength and provides the Company with the
flexibility to take advantage of opportunities to expand its
specialty pharmacy and worksite pharmacy business for the benefit
of all our shareholders."

As Company previously indicated, it expects to immediately regain
full compliance with the listing requirements of the Nasdaq
SmallCap Market with the closing of this transaction.

                       Going Concern Doubt

In its Form 10-K filing, Deloitte & Touche LLP, the Company's
independent registered certified public accounting firm, issued an
unqualified audit report with an explanatory paragraph raising
doubt about the Company's ability to continue as a going concern.

DrugMax, Inc. -- http://www.drugmax.com/-- is a specialty   
pharmacy and drug distribution provider formed by the merger on
November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc.
DrugMax works closely with doctors, patients, managed care
providers, medical centers and employers to improve patient
outcomes while delivering low cost and effective healthcare
solutions.  The Company is focused on building an integrated
specialty drug distribution platform through its drug distribution
and specialty pharmacy operations.  DrugMax operates two drug
distribution facilities, under the Valley Drug Company and Valley
Drug South names, and 77 specialty pharmacies in 13 states under
the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy
brand names.


ENRON CORP: Inks Pact Allowing Coyote Claims for $90 Million
------------------------------------------------------------
EPC Estate Services, Inc., formerly known as National Energy
Production Corporation, and Coyote Springs 2, LLC, are parties to
a Turnkey Engineering Procurement and Construction Agreement,
dated July 21, 2000.  The agreement provides for NEPCO's design,
engineering, procurement, construction and commissioning of a
280-MW combined cycle gas-fired electric power generation
facility owned by CS2 and located in Morrow County, Oregon.

Enron Corp. guaranteed NEPCO's obligations under the Construction
Agreement pursuant to a Guaranty dated July 21, 2000.

NEPCO was unable to complete construction of the Coyote Springs
Facility and, in April of 2002, NEPCO was removed as the
contractor.

On October 15, 2002, CS2 filed Claim Nos. 13030 and 13040 against
NEPCO and Enron in connection with non-completion of the
Facility.

The Reorganized Debtors objected to the claims.

To avoid unnecessary expenses and litigation, the parties
stipulate that:

    (1) Claim No. 13030 will be allowed as a Class 67 general
        unsecured claim against NEPCO for $45 million;

    (2) Claim No. 13040 will be allowed as a Class 185 Enron
        guaranty claim for $45 million;

    (3) the Allowed Claims include delay liquidated damages to the
        limit provided for by Section 20.3 of the Construction
        Agreement;

    (4) the Allowed Claims cannot be disallowed under Section
        502(d) of the Bankruptcy Code;

    (5) the Objection is withdrawn with prejudice; and

    (6) they will exchange mutual releases of claims in connection
        with the Construction Agreement.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various    
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
159; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Wants Court to Okay JPMorgan Bilat L/C Agreement
------------------------------------------------------------
Under a Master Letter of Credit and Reimbursement Agreement,
dated as of June 16, 1995, JPMorgan Chase Bank N.A. agreed to
issue letters of credit to various parties and Enron Corp. agreed
to reimburse JPMorgan in the event of any draw upon any of the
L/Cs.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that JPMorgan issued seven L/Cs:

     Beneficiary                       Applicant    Draw Amount
     -----------                       ---------    -----------
     Green Country Energy LLC          NEPCO        $14,020,000
     AES Wolf Hollow, L.P.             NEPCO        $25,021,770
     AES Frontier, L.P.                NEPCO         $4,745,130
     Williams Energy Marketing         EPMI         $17,000,000
     Bco Amazonas/Empresa Estatal
       Peroleos Del Ecuador            ELFI          $1,000,000
     CMP London/Manx Elect. Authority  Enron      GBP10,200,000
     Banque Indosuez/Interfert S.A.    Enron         EUR139,749

JPMorgan filed 11 claims in the Debtors' Chapter 11 cases in
connection with the L/Cs:

     Claim No.   Debtor      Basis For Claim            Amount
     ---------   ------      ---------------            ------
       11136     Enron       Reimbursement    at least $62,350,097
       11228     Enron       Subrogation              Unliquidated
       11229     NEPCO       Subrogation              Unliquidated
       11230     EPMI        Subrogation              Unliquidated
       11231     ELFI        Subrogation              Unliquidated
       11232     EES         Subrogation              Unliquidated
       22139     NEPCO       Subrogation              Unliquidated
       22140     NEPCO Pow.  Subrogation              Unliquidated
       22141     Enron Pow.  Subrogation              Unliquidated
       22142     NEPCO Ser.  Subrogation              Unliquidated
       24514     EEPC        Subrogation               $14,020,000

On December 26, 2002, JPMorgan filed a complaint against EEPC in
the United States District Court for the Southern District of New
York to recover the $14,020,000 owed under the Green Country L/Cs
plus interest, costs and expenses.

On December 24, 2002, JPMorgan filed a complaint in the
Bankruptcy Court to recover from Enron an amount equal to the
amounts drawn pursuant to the Green Country, the AES EPC, and the
AES Services L/Cs, plus interest, costs and expenses.

Each of JPMorgan, Enron, NEPCO, EEPC, and NEPCO Power contend
that:

    (1) Green Country drew amounts on the Green Country L/C
        exceeded the amounts to which Green Country was entitled
        under the Engineering and Construction Agreement, dated as
        of November 1, 1999, between NEPCO and Green Country and
        under the Equipment Procurement Agreement, dated as of
        November 1, 1999, between NEPCO Procurement and Green
        Country, and

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

Each of JPMorgan, Enron, NEPCO, EEPC, and NEPCO Power also
contends that Green Country, Cogentrix, and Cogentrix of
Oklahoma, Inc., have wrongfully retained and are wrongfully
retaining the Green Country Overdraws.

On February 24, 2003, JPMorgan filed an amended complaint in the
Bankruptcy Court against Green Country, Cogentrix of Oklahoma,
and Cogentrix Energy to recover the amount of the Green Country
Overdraws.

By Cross-Complaint dated December 1, 2003, entitled Bayerische
Hypo-Und Vereinsbank AG v. Banca Nazionale Del Lavoro S.p.A.,
certain of the Enron Entities sought to recover the amount of the
Green Country Overdraws from Green Country, Cogentrix and
Cogentrix Oklahoma.

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

The Reorganized Debtors and JPMorgan have reached a settlement
agreement that resolves their disputes.

The salient terms of the Bilat L/C Settlement Agreement are:

  (1) Assignment of Causes of Action.  JPMorgan will assign,
      without recourse, to Enron, any and all claims and causes of
      action that JPMorgan has or may have against Green Country,
      AES Wolf Hollow, AES Frontier, Cogentrix and Cogentrix
      Oklahoma or any of their affiliates based upon the Green
      Country, the AES EPC, and the AES Services L/Cs and the
      Green Country Project.

  (2) Assigned Actions Representations.  JPMorgan will make the
      assignment of the Assigned Actions without any
      representation or warranty that any of the Assigned Actions
      are valid or meritorious, and Enron acknowledges that any or
      all of the Assigned Actions may be diminished, in whole or
      in part, by legal and factual defenses, claims of offset,
      claims of avoidance, and similar matters.

  (3) Assistance in Assigned Actions Litigation.  JPMorgan will
      use its reasonable best efforts to cooperate in Enron's
      efforts to pursue the Assigned Actions.  Enron agrees that
      it will use its reasonable best efforts to minimize any
      inconvenience to JPMorgan, or any current or former officer,
      director, employee, or agent thereof, which may result from
      Enron's efforts to pursue the Assigned Actions.

  (4) Litigation Costs and Expenses.

      * In the event that Enron determines to pursue one or more
        of the Assigned Actions, Enron will thereafter bear the
        costs of prosecuting the Actions.  Enron will also
        thereafter bear the costs of defense of claims that are
        brought by a defendant in the Assigned Actions against
        JPMorgan, subject to certain conditions.

      * In the event that Enron determines not to pursue one or
        more of the Assigned Actions, the Enron Entities will not
        be responsible for any costs of defending against any
        claim brought against JPMorgan by any third party.

      * JPMorgan will have no responsibility or any liability
        arising from or relating to any claim brought against any
        of the Enron Entities by any third party.

  (5) Recovery and Distribution of Proceeds.  In the event that
      Enron recovers monies associated with the Assigned Actions,
      the proceeds will be allocated and distributed between the
      parties on these terms:

      (a) Green Country L/C.  About 74% of the proceeds
          attributable to the L/C will be distributed to Enron
          while 26% will be distributed to JPMorgan.  The Enron
          Entities will be entitled to deduct from the JPMorgan
          Proceeds:

           (y) 30% of the JPMorgan Proceeds in favor of Enron; and

           (z) an amount equal to 26% of the fees and expenses
               incurred by Enron in connection with the collection
               of the proceeds.

      (b) AES EPC L/C.  The proceeds attributable to the L/C will
          be distributable in this order and amounts:

           (1) 30% of the proceeds, to Enron;

           (2) 100% of the fees and expenses incurred by Enron in
               connection with the collection of the proceeds; and

           (3) the balance of the proceeds, to JPMorgan.

      (c) AES Services L/C.  The proceeds attributable to the L/C
          will be distributable in this order and amounts:

           (x) 30% of the proceeds, to Enron;

           (y) 100% of the fees and expenses incurred by Enron in
               connection with the collection of the proceeds; and

           (z) the balance of the proceeds, to JPMorgan.

  (6) Dismissal of Actions.  The parties will file stipulations
      dismissing the EEPC Action and the JPMorgan LC Adversary
      with prejudice.

  (7) Allowance/Disallowance of Claims.  Claim Nos. 11228, 11229,
      11232, 22140, 22141 and 22142, will be deemed disallowed and
      expunged in their entirety.  The remaining claims will be
      will be deemed allowed as Joint Liability Claims in these
      amounts and Classes:

       Claim No.   Debtor        Amount        Class
       ---------   ------        ------        -----
        11136      Enron    $79,166,176           4
        22139      NEPCO     46,821,300          67
        24514      EEPC      14,020,000         180
        11230      EPMI      17,000,000           6
        11231      ELFI       1,000,000          39

      The Allowed Claims will be reduced, on a dollar-for-dollar
      basis, to the extent of any monies recovered by the Enron
      Entities from AES Wolf Hollow, AES Frontier, Cogentrix,
      Green Country or Cogentrix Oklahoma in connection with the
      Assigned Actions and paid or deemed paid by the Enron
      Entities to JPMorgan.

  (8) Distributions on Allowed Claims.  The Allowed Claims will
      constitute Litigation Trust Claims and no distributions will
      be made pursuant to the Plan with respect thereto until
      entry of a Final Order in the Recovery Action with respect
      to the claims and causes of action asserted against JPMorgan
      and its affiliates.

      The amounts received by JPMorgan under the Allowed Claim
      with respect to the L/Cs will be capped:

          Letter of Credit         Maximum Amount
          ----------------         --------------
           Green Country             $43,786,900
           AES EPC
           AES Services

           Williams                  $17,000,000

           Empressa                   $1,000,000

      JPMorgan will return any excess amounts to the Enron
      Entities, pro rata, based on the amounts received from
      those entities.

  (9) Delivery of Funds.  If and to the extent that JPMorgan
      recovers any amounts from any third party with respect to
      the Green Country Overdraws, whether on the Assigned
      Actions, the claims made in the Cogentrix Lawsuit, or
      otherwise, JPMorgan will notify Enron, NEPCO and EEPC of
      the recovery and deliver all the monies to Enron.

(10) Releases.  JPMorgan will be deemed to have irrevocably and
      unconditionally forever released the Enron Entities from
      claims and causes of action connected with the Bilat L/C
      Agreement and the JPMorgan L/C Adversary.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Bilat L/C
Settlement.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various    
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
159; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Has More Time to File Schedules & Statements
-----------------------------------------------------------------          
Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in Baton Rouge, Louisiana,
tells the U.S. Bankruptcy Court for the Eastern District of
Louisiana that Entergy New Orleans Inc., has numerous potential
creditors and other parties-in-interest.  

Given the complexity of its business, Ms. Futrell relates that the
Debtor has not had the opportunity to complete its Schedules of
Assets and Liabilities and Statement of Financial Affairs because
of the additional burdens of preparing for the filing of its
voluntary petition along with the numerous requests made by its
bankruptcy counsel to properly prepare and prosecute its Chapter
11 Case.

Furthermore, Ms. Futrell continues, certain prepetition invoices
have not yet been received or entered into the Debtor's financial
accounting system.

"The conduct and operation of the Debtor's business requires the
Debtor to maintain a complex accounting system," Ms. Futrell
explains.  "The Debtor is in the process of assembling the
information necessary to complete the Schedules and Statement."

Accordingly, at the Debtor' request, the Court extends the
Debtor's deadline to file its Schedules of Assets and Liabilities
and Statement of Financial Affairs by the earlier of:

    a) November 7, 2005; or

    b) the date that is at least 10 days before the Section 341
       meeting of creditors.

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: SEC Okays $200 Mil. Loan from Entergy Corp.
----------------------------------------------------------------          
Entergy Corporation and Entergy New Orleans, Inc., informed the
Securities and Exchange Commission that they have entered into a
credit facility under which Entergy will lend up to $150 million
to ENOI.

ENOI asks the Commission for authorization to borrow money from
time to time through February 8, 2006, under the Credit Facility
in order to meet its immediate cash needs.

Steven C. McNeal, Entergy's vice president and treasurer, assures
the Commission that all borrowings by ENOI under the Credit
Facility will be secured, will be repaid by ENOI within one year,
and will bear interest at a rate equal to Entergy's effective
cost of short-term borrowings.

Entergy and ENOI also ask the Commission to modify a couple of
orders:

   (1) Under the terms of the Commission's Money Pool Order dated
       November 11, 2004, ENOI has committed that it will
       maintain common equity as a percentage of consolidated
       capitalization, including short-term debt and current
       maturities of long-term debt, at 30% or higher.  In
       addition, ENOI is restricted under the Money Pool Order
       from making any borrowings (other than borrowings under
       the Money Pool) unless, at the time of those borrowings,
       all of its outstanding securities that are rated are rated
       investment grade by at least one of the nationally
       recognized ratings organizations.

   (2) Under the terms of the Commission's Omnibus Financing
       Order dated June 30, 2004, Entergy may not issue any
       securities (other than common stock) unless, at the time
       of the issuance, common equity as a percentage of total
       capitalization of Entergy and of each of its public
       utility subsidiaries is 30% or higher.

Entergy and ENOI want the Commission to modify the Money Pool
Order to eliminate the 30% common equity test and the investment
grade ratings test as applied to ENOI, and the Omnibus Financing
Order to eliminate the 30% common equity test solely as it
relates to ENOI.

Mr. McNeal relates that as a result of as a result of ENOI's
deteriorating financial condition, both Standard & Poor's Rating
Services and Moody's Investors Service, Inc., have downgraded
ENOI's senior secured debt to below investment grade.  In
addition, on a pro forma basis, taking into account the Interim
Loan, common equity as a percentage of ENOI's total
capitalization will be reduced to below 30%.

Mr. McNeal further assures the Commission that Entergy and ENOI
are in compliance with the applicable statutory provisions.  To
the extent they're not, Mr. McNeal says, the proposed transactions
should still be approved because they (i) will not have a
substantial adverse impact on Entergy's financial integrity and
(ii) will not have an adverse impact on Entergy's utility
subsidiaries (including ENOI), their customers or on the ability
of Entergy's state and local regulators to protect those
subsidiaries or customers.

                    *       *       *

Bloomberg News reports that the Securities and Exchange
Commission has granted Entergy Corporation and Entergy New
Orleans, Inc.'s application for an emergency order granting
authority to enter into a $200 million credit facility.  The
applicants were also authorized to modify two outstanding
Commission orders by eliminating the requirement that Entergy New
Orleans maintain common equity of at least 30% of its consolidated
capitalization and investment grade credit ratings.

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: Boutte & West Elected to Board of Directors
----------------------------------------------------------------          
In a regulatory filing with the Securities and Exchange
Commission, Nathan E. Langston, senior vice president and chief
accounting officer of Entergy New Orleans, Inc., discloses that
on September 22, 2005, Leo Denault, Richard Smith and Mark
Savoff, each an officer of Entergy Corporation, resigned as
members of the board of directors of Entergy New Orleans, Inc.,
because of a potential conflict of interest with their duties and
responsibilities to Entergy Corporation.

"To replace them, on September 22, 2005, Entergy Corporation, the
owner of all of the outstanding common shares of Entergy New
Orleans, elected Tracie Boutte and Roderick West as members of
the board of directors of Entergy New Orleans," Mr. Langston
reported.

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)


EXAM USA: McKennon Wilson Expresses Going Concern Doubt
-------------------------------------------------------
McKennon, Wilson & Morgan LLP expressed substantial doubt about
EXAM USA, 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
$5,751,483 working capital deficiency at May 31, 2005.

During the years ended May 31, 2005 and 2004, the Company
experienced net losses totaling $2,761,030 and $473,042,
respectively.  The net losses include impairments of store assets
of $4,273,178 at May 31, 2005 and $1,530,156 at May 31, 2004.

The Company's balance sheet showed $42,833,775 of assets at
May 31, 2005, and liabilities totaling $40,621,914.  At May 31,
2005, the Company had a working capital deficit totaling
$5,751,483 and an unrestricted cash balance of $3,581,034.

The Company has one obligation with a bank that requires the
Company to reduce the principal balance in 2006 by approximately
$4.5 million.  During 2006, the Company expects to spend
approximately $12,167,565 on its new store opening in December
2005.  It is financing most of these expenditures with long-term
debt of approximately $4,012,483 and capital leases.

                    Material Weakness

In connection with its review of the Company's consolidated
financial statements for the year ended May 31, 2005, McKennon
Wilson advised management of certain significant internal control
deficiencies that they considered to be a material weakness,
including:

     - inadequate staffing and supervision leading to the untimely
       identification and resolution of certain accounting
       matters;

     - failure to perform timely reviews, substantiation and
       evaluation of certain general ledger account balances;

     - lack of procedures or expertise needed to prepare all
       required disclosures; and

     - evidence that employees lack the qualifications and
       training to fulfill their assigned functions.  

The Company states that it will proceed with its existing plan to
enhance its internal controls and procedures to address the
matters raised by McKennon Wilson.

                       About EXAM USA

EXAM USA, Inc., has a wholly owned subsidiary, Exam Co. Ltd, a
corporation formed and existing under the laws of Japan.  Exam Co.
is an operating entity, which presently owns and runs six
pachinko.  EXAM USA also operates two small restaurants, one of
which includes karaoke entertainment.  In addition, the Company
also owns a 50% equity interest in Daichi Co., Ltd., an entity
whose sole business is to procure tobacco products for EXAM USA.
Exam USA opened its sixth store in December 2004, which is a
medium size store with 480 machines.  In total the Company
operates 2,752 Pachinko and Pachislo machines.


EXIDE TECH: James & Jason Grosfeld Report 5.8% Equity Stake
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on September 19, 2005, James Grosfeld disclosed that
he and his son, Jason Grosfeld, beneficially own 1,428,364 shares
of Exide Technologies' Common Stock at $0.01 per share, which
represents 5.8% of the total outstanding shares.

Mr. Grosfeld further disclosed that they have shared power to
vote or direct votes as to the 1,428,364 shares as well as the
shared power to dispose off or direct the disposition of the
shares.

The number of shares of Common Stock beneficially owned by James
Grosfeld and Jason Grosfeld includes:

   1.  893,213 shares of Common Stock owned by Fieldstone
       Colorado Corporation, a corporation owned 45% by James
       Grosfeld and 55% by Jason Grosfeld.  James Grosfeld and
       Jason Grosfeld are directors and officers of Fieldstone.

   2.  Warrants to purchase 31,170 shares of Common Stock at
       $32.11 a share that are exercisable within 60 days of
       September 9, 2005, and expire May 5, 2011, and that are
       owned by Fieldstone.

   3.  475,272 shares of Common Stock owned by Flagstone
       Corporation, a corporation owned 45% by James Grosfeld and
       55% by Jason Grosfeld.  James Grosfeld and Jason Grosfeld
       are also directors and officers of Flagstone.

   4.  Warrants to purchase 28,689 shares of Common Stock at
       $32.11 a share that are exercisable within 60 days of
       September 9, 2005, and expire May 5, 2011, and are owned
       by Flagstone.

James Grosfeld and Jason Grosfeld may be deemed to share voting
and investment control over the shares of Common Stock they
beneficially owned through their ownership and control over
Fieldstone and Flagstone.

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

                         *     *     *

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

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


FINLAY ENTERPRISES: S&P Puts B+ Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Finlay Enterprises Inc. and Finlay Fine Jewelry Corp., including
the 'B+' corporate credit rating, on CreditWatch with negative
implications.  The rating action follows Finlay's recent
announcement that the company expects to close about 194 store
locations, accounting for about 24% of projected fiscal 2005 total
revenues, due to the realignment and store divestitures related to
the merger between Federated Department Stores Inc. and May
Department Stores Co.  Finlay is currently evaluating the impact
of these closings on its financial results and covenants under its
loan agreement.
      
"The ratings will likely be lowered if Finlay's financial profile
further deteriorates due to an EBITDA decline that is greater than
the expected sales loss, or if additional stores close," said
Standard & Poor's credit analyst Ana Lai.

Federated has not made any decision regarding the Lord & Taylor
stores.  In addition, ratings could be affected by potential
debt-financed acquisitions.

FREDERICK MCNEARY: APC Partners Wants Trustee or Examiner Named
---------------------------------------------------------------
APC Partners II, LLC, owed $4.2 million, is a secured creditor of
the bankruptcy estates of Prestwick Chase, Inc., and its
President, Frederick J. McNeary, Sr.

APC's collateral includes junior mortgage liens on Prestwick's
real property including its senior living facility and junior
mortgage liens on various parcels of commercial rental properties
owned by Mr. McNeary.

                      Discovery Process

APC, with the Court's leave, conducted a discovery proceeding and
a two-day site visit to Prestwick's senior living facility.   Pat
Schultz and Kent Phillips, APC's consultants, made the inspection
and concluded that the facility is seriously mismanaged.

The discovery process uncovered disturbing information:

   a) Prestwick's prepetition misappropriation of over $300,000
      in tenant security deposits;

   b) failure to disclose, postpetition, its liability in this
      regard in its bankruptcy schedules;

   c) failure to disclose financial information such as bank
      records, accurate rent rolls, provide certifications of
      financial disclosures;

   d) non disclosure in both of Prestwick and Mr. McNeary's
      schedules like potential fraudulent conveyances;

   e) failure to file the required statement of financial affairs
      in Prestwick's case;

   f) improper payments of Prestwick to or for the benefit of
      insiders;

   g) lack of financial controls and lack of data access
      security;

   h) failure to present and address important issues concerning
      compliance with Prestwick's Planned Unit Development
      District and other land use matters and infrastructure
      concerns which could greatly impact the value of
      Prestwick's assets;  Frederick McNeary, Jr. (Prestwick's
      manager) estimated that the cure amount for these
      violations is approximately $2 million;

   i) failure to disclose in its bankruptcy schedules,
      Prestwick's liability in the land use violations;

   j) Mr. McNeary Sr.'s failure to acknowledge or act upon
      meritorious and valuable causes of action involving his
      home in Saratoga Springs and golf community condominium in
      the Palm Beach area of Florida;

   k) management inexperience in Prestwick's business; and

   l) failure to file a plan of reorganization.

Based on these reasons, APC asks the U.S. Bankruptcy Court for the
Northern District of New York to appoint a chapter 11 trustee in
both of the Debtors' cases or, in the alternative, appoint an
examiner with expanded powers who can perform any other duties of
a trustee that the Court orders the debtor-in-possession not to
perform.  These duties include:

   a) accurate scheduling of the Debtors' liabilities and assets;

   b) accurate, certified financial reporting; and

   c) cooperation with all creditors who seek information about
      the Debtors' operations, management and other activities
      relevant to the Debtors' chapter 11 cases.

APC Partners is represented by:

         Paul A. Levine, Esq.
         Lemery Greisler LLC
         50 Beaver Street
         Albany, New York 12207
         Tel: 518-433-8800
         
Headquartered in Saratoga Springs, New York, Frederick J. McNeary,
Sr., is a real estate developer and broker.  He is also a
shareholder of bankrupt Prestwick Chase, Inc., which filed for
chapter 11 protection on March 11, 2005 (Bankr. N.D.N.Y. Case No.
05-11456).  Mr. McNeary filed for chapter 11 protection on April
29, 2005 (Bankr. N.D.N.Y. Case No. 05-13007).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzotta & Siegel, P.C., represents the
Debtor.  When Mr. McNeary filed for protection from his creditors,
he estimated less than $50,000 in assets and listed $10 million to
$50 million in debts.


GALAXY NUTRITIONAL: Completes Bridge Financing Transactions
-----------------------------------------------------------
Galaxy Nutritional Foods, Inc. (Amex: GXY) reported that on Sept.  
28, 2005 the Company raised an additional $1.2 million via the
issuance of unsecured promissory notes to certain institutional
investors.  This follows the previously disclosed receipt of $1.2
million in funding from an individual investor, whose loan closed
on Sept. 12, 2005 and was evidenced by an unsecured promissory
note.  All of the notes pay interest monthly at 3% above the prime
rate per the Federal Reserve Bank and mature June 15, 2006.

The Company also said that Textron Financial Corporation and
Beltway Capital Partners, LLC have consented to waive compliance
with certain requirements under their loans to Galaxy, in order to
permit the Company to enter into the above-described loans.

Galaxy's previous loan from Wachovia Bank, N.A. (formerly
SouthTrust Bank) was assigned to Beltway Capital Partners, LLC in
September 2005.

"We are extremely pleased with the confidence that these existing
shareholders have exhibited in our Company and our plan to improve
profitability through a previously announced production
outsourcing relationship, as evidenced in their willingness to
provide approximately $2.4 million in bridge financing to fund the
transition of our production and distribution activities over the
next several months," stated Michael Broll, Chief Executive
Officer of Galaxy Nutritional Foods, Inc.  "We believe this
funding will be adequate to satisfy our working capital needs, as
well as any non-recurring cash requirements, during the transition
period."

In consideration for the aggregate $2.4 million in financing
described above, the investors have received warrants to purchase
up to 600,000 shares of Galaxy common stock at an exercise price
equal to 95% of the lowest closing price of the common stock in
the 60 calendar days immediately preceding October 17, 2005.  The
warrants fully vest on October 17, 2005 and can be exercised on or
before their expiration date of October 17, 2008.

                   Textron Loan Agreement

On May 27, 2003, the Company obtained from Textron a revolving
credit facility with a maximum principal amount of $7,500,000
pursuant to the terms and conditions of a Loan and Security
Agreement dated May 27, 2003.  The Textron Loan is secured by the
Company's inventory, accounts receivable and all other assets.

On June 3, 2005, the Company executed a fourth amendment to the
Textron Loan that provided a waiver on all the existing defaults
for the fiscal quarters ended December 31, 2004 and March 31,
2005, and amended the fixed charge coverage ratio and the adjusted
tangible net worth requirements for periods after March 31, 2005.
Additionally, the fourth amendment allowed the Textron Loan to be
in an over-advance position not to exceed $750,000 until July 31,
2005.  In exchange for the waiver and amendments, the Company's
interest rate was set at Prime plus 4.75% on the Textron Loan and
the Company paid a fee of $50,000 in four weekly installments of
$12,500.

In August 2005, due to the cost of disposal activities and
impairment of property and equipment, the Company determined that
it fell below the requirement for the fixed charge coverage ratio
and the adjusted tangible net worth requirements under the Textron
Loan for the quarter ended June 30, 2005.  Although these covenant
violations placed the Company in technical default on the loan,
the Company has not received a notice of an event of default from
Textron.

                      Wachovia Bank Loan

In May 2003, Wachovia Bank, N.A. successor by merger to SouthTrust
Bank extended the Company a new term loan in the principal amount
of $2,000,000.  This term loan was consolidated with the Company's
March 2000 term loan with Wachovia, which had a then outstanding
principal balance of $8,131,985 for a total term loan amount of
$10,131,985.  The term loan is secured by all of the Company's
equipment and certain related assets.  Additionally, the term loan
bears interest at Wachovia's Base Rate plus 1% (7.25% at June 30,
2005).  As a result of the cross-default provision, the Wachovia
term loan balance of $7,801,985 is classified as a current
liability as of June 30, 2005.

On June 30, 2005, the Company entered into a Loan Modification
Agreement with Wachovia regarding its term loan.  The agreement
modified the following terms of the loan:

    1) the loan will mature and be payable in full on July 31,
       2006 instead of June 1, 2009;

    2) the principal payments will remain at $110,000 per month
       with accrued interest at Wachovia's Base Rate plus 1%
       instead of increasing to $166,250 on July 1, 2005 as
       provided by the terms of the promissory note evidencing the
       loan; and

    3) all covenants related to the Company's tangible net worth,
       total liabilities to tangible net worth, and maximum funded
       debt to EBITDA ratios are waived and compliance is not
       required by the Company through the maturity of the loan on
       July 31, 2006.

In connection with the agreement, the Company agreed to pay
$60,000, of which $30,000 was paid upon execution of the agreement
and $30,000 was paid on August 1, 2005.  As required by the terms    
of the agreement, if the Company sells the equipment securing the
loan, the loan will be due and payable in full at the time of
sale.

Galaxy Nutritional Foods(R) -- http://www.galaxyfoods.com/-- is  
the leading producer of health-promoting plant-based dairy and
dairy-related alternatives for the retail and foodservice markets.
An exclusive, new and technologically advanced, safer "hot
process" is used to produce these phytonutrient-enriched products,
made from nature's best grains -- soy, rice and oats. Veggie
products are low fat and fat free (saturated fat and trans-fatty
acid free), cholesterol and lactose free, are growth hormone and
antibiotic free, and have more calcium, vitamins and other
minerals than conventional dairy products.  Because they are made
with plant proteins, the products are more environmentally
friendly and economically efficient than dairy products derived
solely from animal proteins.  Galaxy's products are part of the
healthy and natural foods category, the fastest growing segment of
the retail food market. Galaxy brand names include: Galaxy
Nutritional Foods(R); Veggie(R); Veggie Nature's Alternative(TM);
Veggie Slices(R); Soyco(R); Soymage(R); Wholesome Valley(R); Lite
Bakery(R); and Galaxy Nutritional Foods Smart Choice Cheese
Products(R).


GEORGIA-PACIFIC: Discloses Restructuring & Cost-Cutting Plans
-------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) disclosed a number of initiatives
in its North American and international consumer products
businesses that will enhance its competitive position and drive
further efficiencies.  Together, the programs are targeted to
simplify and improve the manufacture and delivery of products to
customers across North America and Europe, while reducing
operating costs significantly.

These new initiatives follow previously implemented changes and
include idling up to four tissue paper machines, with a combined
capacity of 140,000 tons, and approximately 70 converting lines,
as well as workforce reductions that will eliminate 850 positions
in North America.  

In the international consumer products business, the plans include
a reorganization in France, and further investments and
rationalization to improve operating efficiencies in the United
Kingdom and the Nordic region. Workforce reductions will eliminate
250 positions across Europe.

The company anticipates taking approximately $106 million in net
charges to implement these initiatives during the next two years,
including approximately $42 million in the third quarter 2005. Of
the total, the company expects to incur approximately $21 million
in employee-related costs, including severance and other
termination benefits; approximately $53 million in net asset
impairment charges, accelerated depreciation, and storeroom
write-offs; and approximately $32 million in other facility-
related exit costs.  Georgia-Pacific anticipates that these
initiatives will allow it to reduce ongoing costs during the next
two years by approximately $100 million annually, with
approximately three quarters of the savings realized in North
America.
    
                North American Consumer Products

In North America, the new initiatives are part of the overall
cost-reduction strategy for the business to reach its $1.2 billion
annual operating profit goal.  The initiatives include a
restructuring of the company's commercial, or away-from-home,
business by modifying production and distribution processes at its
mills in Green Bay, Wis., Muskogee, Okla., and Savannah, Ga.  The
largest impact will be at the Green Bay Broadway mill, where plans
include moving most of the mill's warehouse operations to a new
product mix center in the Green Bay area and the closing of small,
non-core operations.  Workforce reductions at Green Bay account
for the majority of the targeted 850 position eliminations in
North America.

The initiatives also include recent workforce reductions at tissue
facilities in Plattsburgh, N.Y., Camas, Wash., and Wauna and
Halsey, Ore., as well as at the company's Dixie manufacturing
facility at Epic, Mich.  In addition, the company plans to shut
down tissue converting operations at Old Town, Maine.

These new initiatives follow a number of actions already
implemented by the company to achieve the benefits from its Fort
James acquisition.  Since 2001, the business has shut down nine
tissue paper machines, with 170,000 tons capacity, and idled
47 converting lines in the tissue and Dixie businesses.  Much of
the capacity of these machines and lines was moved to newer,
faster assets.  In addition, more than 2,250 positions already
have been eliminated.

"We've made tremendous progress in our North American consumer
products business since the acquisition of Fort James," said
Michael C. Burandt, executive vice president of Georgia-Pacific
and president of North American consumer products.  "These latest
initiatives are important steps in our continuing improvement. We
remain absolutely committed to continuing to meet all of our
customers' needs with our strong, efficient and world-class asset
base."

Mr. Burandt added, "We also know a number of these changes will
impact our employees, their families and our communities.  We are
working with all of those affected to minimize the impacts.  These
are never easy decisions to make, but they are absolutely
necessary for our business to remain competitive and for our
continued growth."
    
                 International Consumer Products

In the company's international consumer products business, the new
initiatives are a continuation of an ongoing program to eliminate
costs.  Changes already implemented include the closure of one
operation in Greece, and the closure of two operations, as well as
significant overhead reductions, in the United Kingdom.  Among
current changes, the company's management team in France is
directing the shutdown of a paper machine at its Kunheim facility;
and management teams in the Nordic region, as well as in Great
Britain and Ireland, are directing further investments and
rationalization across their businesses to improve operating
efficiencies.

In connection with these initiatives, the company expects to
announce workforce reductions of approximately 250 positions in
the international consumer products business, and country
management teams have initiated discussions on those reductions
with local consultation bodies as appropriate.

"Our teams in Europe already have done tremendous work to reduce
costs in our system," said Bill Schultz, president - international
consumer products.  "These latest efforts are part of our
continuing work to capture every possible efficiency while driving
our long-term strategy for sustainable growth."

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--    
is one of the world's leading manufacturers and marketers of  
tissue, packaging, paper, building products and related chemicals.   
With 2004 annual sales of approximately $20 billion, the company  
employs 55,000 people at more than 300 locations in North America  
and Europe.  Its familiar consumer tissue brands include Quilted  
Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n  
Gentle(R), Mardi Gras(R), So-Dri(R) and Vanity Fair(R), as well as  
the Dixie(R) brand of disposable cups, plates and cutlery.   
Georgia-Pacific's building products business has long been among  
the nation's leading supplier of building products to lumber and  
building materials dealers and large do-it-yourself warehouse  
retailers.   

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Moody's Investors Service upgraded Georgia-Pacific Corporation's
corporate family rating to Ba1, its senior unsecured ratings to
Ba2, and made these specific rating changes:

     Ratings Upgraded:

       Georgia-Pacific Corporation:

          -- Corporate family rating: to Ba1 from Ba2
          -- Senior unsecured: to Ba2 from Ba3

       Fort James Corporation:

          -- Senior Unsecured: to Ba1 from Ba2

       G-P Canada Finance Company:

          -- Backed senior unsecured: to Ba2 from Ba3

       Fort James Operating Company:
     
          -- Backed senior unsecured: to Ba1 from Ba2

     Rating Affirmed:
     
       Georgia-Pacific Corporation:
     
          -- Speculative Grade Liquidity Rating: SGL-2
     
     Outlooks Changed:
     
       Georgia-Pacific Corporation:
     
          -- Outlook: Stable
     
       Fort James Corporation:
     
          -- Outlook: Stable
     
       G-P Canada Finance Company:
     
          -- Outlook: Stable
     
       Fort James Operating Company:
     
          -- Outlook: Stable
     
As reported in the Troubled Company Reporter on May 24, 2005,  
Standard & Poor's Ratings Services revised its outlook on Georgia-
Pacific Corp. to positive from stable and affirmed all its ratings
on the company and its subsidiaries, including its 'BB+' corporate  
credit rating.


GRAPHIC PACKAGING: S&P Revises Outlook to Negative from Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Graphic
Packaging International Inc. to negative from stable.  At that
same time, Standard & Poor's affirmed its ratings, including the
'B+' corporate credit rating, on the paperboard and folding carton
manufacturer.  In addition, Standard & Poor's assigned its '2'
recovery rating to Graphic Packaging's existing senior secured
bank facility, indicating expectations for a substantial recovery
of principal (80%-100%) in a default scenario.
     
At June 30, 2005, Graphic Packaging had $2.1 billion in lease-
adjusted debt.
     
"The outlook change reflects Standard & Poor's concerns that
Graphic Packaging's credit measures could be further pressured by
rising raw materials, energy, transportation, and labor costs,
given the company's limited ability to pass through price
increases," said Standard & Poor's credit analyst Kenneth Farer.
"Ratings could be lowered if cost pressures intensify, delaying
efforts to reduce leverage.  The outlook could be revised to
stable if earnings and cash flow are more robust than currently
expected, through revenue initiatives or further meaningful cost
reductions, which allow the company to accelerate its debt-
reduction efforts."
     
Marietta, Georgia-based Graphic Packaging manufactures paperboard
and folding cartons used in beverage and consumer products
packaging as well as packaging machines that are leased to
beverage manufacturers.
     
Graphic Packaging's senior secured bank facility is comprised of:

   * a $325 million revolving credit facility, that matures on
     August 8, 2009; and

   * a $1.16 billion term loan, that matures on August 8, 2010.


HARTCOURT COMPANIES: Kabani & Company Raises Going Concern Doubt
----------------------------------------------------------------
Kabani & Company, Inc., CPA's, of Huntington Beach, California,
expressed substantial doubt about Hartcourt Companies Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the transitional period ending
May 31, 2005.  The Company had changed its fiscal year for
financial reporting purposes from a calendar year to the 12-month
period commencing June 1 and ending May 31.

Kabani & Company points to the Company's accumulated deficit of
$67,141,089 at May 31, 2005 and negative cash flow from operations
amounting $1,256,734 for the transitional period ended May 31,
2005.

In its Form 10-K for the fiscal year ended May 31, 2005, submitted
to the Securities and Exchange Commission, the Company reports
$123,082 of net income in Fiscal 2005 as compared to $29,262 of
net income in Fiscal 2004.  The Company's balance sheet showed
$13,653,364 of current assets and current liabilities totaling
$9,244,754 at May 31, 2005.

Almost all of its revenue for the last two fiscal years, and for
the transition period ended May 31, 2005, is attributed to
distribution revenues from sales of IT products in China.

                   About Hartcourt Companies

Hartcourt Companies Inc. -- http://www.hartcourt.com/-- is a  
business development company specializing in the Chinese
Information Technology, or IT, market.  It researches and
identifies Chinese companies in the IT industry that meet its
acquisition criteria.  The Company then acquires equity ownership
or assets in the targeted companies to be part of its investment
portfolio. Hartcourt distributes internationally well known brand
named IT hardware products and related software and services.  The
main products are Samsung branded notebooks and monitors.  The
Company also distributes audio and video conference products.


HASIM RAHMAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hasim Rahman and Crystal Simpson Rahman
        9461 Verneda Court
        Las Vegas, Nevada 89147

Bankruptcy Case No.: 05-21245

Chapter 11 Petition Date: October 4, 2005

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Richard F. Holley, Esq.
                  Santoro Driggs Walch Kearney
                  400 South Fourth Street, 3rd Floor
                  Las Vegas, Nevada 89101
                  Tel: (702) 791-0308

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Personal Income Tax  $2,016,755
110 City Parkway
STOP: 5206LVG
Las Vegas, NV 89106

Don King Productions, Inc.                            $2,000,000
c/o Judd Burstein, P.C.
1790 Broadway
New York, NY 10019

Monarch Sports                                          $500,000
Entertainment, Inc.
c/o Carl King
21218 Saint Andrews
Boca Raton, FL 33433

Comptroller of Maryland          Personal Income Tax    $362,862
Compliance Division
110 Carroll Street
Annapolis, MD 21411

Mondawmin Business Trust         Judgment                $98,174
c/o Lou Phillips, Esq.
Swanson, Martin & Bell LLP

Citi Cards                       Credit Card             $15,214

AT&T Universal Card              Credit Card             $10,448

Citifinancial Retail Services    Credit Card              $6,402

Culley Marks                     Legal Services           $4,840
Tannebaum & Prezzulo, LLP

American Express                 Credit Card              $4,725

Levitz Furniture                 Credit Card              $4,504
c/o Retail Services

The Home Depot                   Credit Card              $2,123

Best Buy Co., Inc.               Credit Card              $1,529
c/o Retail Services

Target National Bank             Credit Card              $1,403

Dillard's                        Credit Card                $948

GAPCard                          Credit Card                $857

Macy's                           Credit Card                $700

The Children's Place             Credit Card                $638
Processing Center

Zales Processing Center          Credit Card                $600

WFNNB - Express                  Credit Card                $392


HEATING OIL: Obtains Recognition Order Under Canadian CCAA
----------------------------------------------------------
Heating Oil Partners, L.P., the operating subsidiary of Heating
Oil Partners Income Fund (TSX:HIF.UN), obtained an order under the
Companies' Creditors Arrangement Act (Canada) recognizing the
Company's voluntary Chapter 11 proceedings in the U.S. Bankruptcy
Court for the District of Connecticut.  

The Company also obtained a series of court orders authorizing it
to pay employees in the usual manner with health and welfare
benefits expected continue without disruption.  The Company's
401(k) plan is maintained independently by the Company, is
protected under federal law and will continue to be administered
as usual.

Both the U.S. and Canadian filings include Heating Oil Partners,
G.P. Inc., the Company's general partner, and HOP Holdings, Inc.,
a 100% subsidiary of the Fund and an 88.1% owner of the Company.
The Fund is not directly a party to any of these filings.

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

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential   
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  The Company and its subsidiaries filed for
chapter 11 protection on Sept. 26, 2005 (Bankr. D. Conn. Case No.
05-51271).  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.


HORIZON LINES: S&P Assigns Single B Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Horizon Lines Inc. following the completion of
its $125 million IPO.  Horizon Lines Inc., a new entity created as
a result of the IPO, is the ultimate parent company of Horizon
Lines Holding Corp. and Horizon Lines LLC, which Standard & Poor's
already rates.  

The company announced its intention to initiate an IPO in March
2005, with the proceeds being used to repay debt at its
subsidiaries.  The effects of the transaction had already been
factored into the ratings and outlook.  The company remains highly
leveraged (80% total debt to capital) and will have to start to
replace its aging fleet.  The outlook is stable.
      
"Ratings on Horizon Lines Inc. reflect its very aggressive
financial policy, high debt leverage, participation in the
capital-intensive and competitive shipping industry, and aging
fleet," said Standard & Poor's credit analyst Eric Ballantine.
"Positive credit factors include barriers to entry afforded by the
Jones Act (which applies to intra-U.S. shipping) and stable demand
from the company's diverse customer base across its various
markets," the analyst continued.

In July 2004, Castle Harlan Inc. completed the acquisition of
Horizon Lines from The Carlyle Group, another private equity firm,
for $650 million.
     
Charlotte, North Carolina-based Horizon Lines is the largest Jones
Act cargo shipping company and transports goods between:

   * the continental U.S. and Alaska,
   * Puerto Rico,
   * Hawaii, and
   * Guam.  

The Jones Act requires shipments between U.S. ports to be carried
on U.S.-built vessels registered in the U.S. and crewed by U.S.
citizens, thereby prohibiting direct competition from foreign-
flagged vessels.  Customers include major manufacturing and
consumer products companies that provide food and other staples to
Alaska, Puerto Rico, Hawaii, and Guam.  Competition from other
modes of transportation is limited because of cost and geographic
considerations.  The company operates 16 containerships, with at
least a one-third market share in each of its shipping lanes.
     
The shipping industry is very capital-intensive, with large,
cyclical outlays for ocean-going vessels.  Although Horizon Lines'
vessels average 28 years in age and its oldest vessels are
approximately 35 years old, management has stated no near-term
replacement needs.
     
Horizon Lines' credit ratios are expected to improve modestly over
the near-to-intermediate term with:

   * continued increases in freight volumes,
   * improved freight mix, and
   * additional cost reductions.

In the near-to-intermediate term, an outlook revision to positive
is unlikely due to the company's continued aggressive financial
policy and high debt leverage.  The outlook could be revised to
negative if leverage increases or if competitive pressure in the
Jones Act trades causes significant market share or margin
erosion.


INDYMAC HOME: Fitch Rates $7 Million Class M Certificates at BB+
----------------------------------------------------------------
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, series INABS
2005-C, is rated by Fitch Ratings:

     -- $558 million classes A-I-1, A-II-1, A-II-2 and A-II-3
        certificates 'AAA';

     -- $25.55 million class M-1 certificate 'AA+';

     -- $22.4 million class M-2 certificate 'AA+';

     -- $15.05 million class M-3 certificate 'AA';

     -- $11.2 million class M-4 certificate 'AA-';

     -- $11.2 million class M-5 certificate 'A+';

     -- $9.8 million class M-6 certificate 'A';

     -- $10.5 million class M-7 certificate 'A-';

     -- $7.35 million class M-8 certificate 'BBB+';

     -- $6.3 million class M-9 certificate 'BBB';

     -- $2.45 million class M-10 certificate 'BBB-';

     -- $7.0 million class M-11 certificate 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.30%
total credit enhancement provided by the 3.65% class M-1, the
3.20% class M-2, the 2.15% class M-3, the 1.60% class M-4, the
1.60% class M-5, the 1.40% class M-6, the 1.50% class M-7, the
1.05% class M-8, the .90% class M-9, the 0.35% class M-10, the
1.00% class M-11 and the 1.90% initial overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the capabilities of
IndyMac Bank, F.S.B. as master servicer.  Deutsche Bank National
Trust Company will act as trustee.

On the closing date, the depositor will place approximately
$31,340,155 which will be held by the trustee in a pre-funding
account relating to mortgage loans in group I and approximately
$33,659,845 relating to the mortgage loans in group II.  The
amount on deposit in each account will be used to purchase
subsequent mortgage loans during the period from the closing date
up to and including Oct. 31, 2005.

The certificates are supported by two groups of mortgage loans.  
The Group 1 mortgage pool consists of first lien fixed-rate and
adjustable-rate mortgage loans with a statistical date pool
balance of $247,010,741.  Approximately 20.00% of the Group 1
mortgage loans are fixed-rate mortgage loans and approximately
80.00% of the Group 1 mortgage loans are adjustable-rate mortgage
loans.  

The weighted average loan rate is approximately 7.39%.  The
weighted average remaining term to maturity is 358 months.  The
average principal balance of the loans is approximately $167,238.  
The weighted average original loan-to-value ratio is 78.52% and
the weighted average FICO score is 611.  The properties are
primarily located in New York (12.40%), Florida (11.98%), New
Jersey (10.13%), Southern California (7.97%), Maryland (6.76%),
Georgia (5.66%), and Illinois (5.05%).

The Group 2 mortgage pool consists of first lien fixed-rate and
adjustable-rate mortgage loans with a statistical date pool
balance of $265,293,629.  Approximately 28.8% of the Group 2
mortgage loans are fixed-rate mortgage loans and approximately
82.2% of the Group 2 mortgage loans are adjustable-rate mortgage
loans.  The weighted average loan rate is approximately 7.39%. The
WAM is 356 months.  The average principal balance of the loans is
approximately $211,053.  The weighted average OLTV ratio is 78.02%
and the weighted average FICO is 624.  The properties are
primarily located in New York (14.73%), Florida (14.67%), Southern
California (9.34%), New Jersey (8.59%), Virginia (6.21%), Maryland
(5.75%), Georgia (5.43%), and Northern California (5.16%).

IndyMac ABS, Inc., the depositor, purchased the mortgage loans
from IndyMac Bank, F.S.B., the mortgage loan seller, and caused
the mortgage loans to be assigned to the trustee for the benefit
of holders of the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


INFORMATION ARCHITECTS: Posts $191K Loss in Quarter Ended June 30
-----------------------------------------------------------------
Information Architects Corporation delivered its quarterly report
on Form 10-QSB for the period ended June 30, 2005, to the
Securities and Exchange Commission on Aug. 22, 2005.

The Company reports a $191,533 net loss for the quarter ended
June 30, 2005.  Aggregate net losses since inception total $79.2
million.

The Company's balance sheet showed $2,029,110 of assets at
June 30, 2005, and liabilities totaling $5,246,200.  

                       Going Concern Doubt

In its quarterly report, the Company states that recurring losses
raise doubt about its ability to continue as a going concern.  
Management says that the Company needs to generate profits from
its background screening and pre and post employment screening
products and services in order to continue operating as a going
concern.

Jaspers + Hall, PC, 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 and 2005.  The auditing firm points to the Company's
recurring losses from operations and stockholders deficit.

                          Acquisitions

The Company had ceased it operations in Dec. 2002.  In Jan. 2003,
the Company resumed its business in connection with the
acquisition of the assets of Perceptre, LLC.  Despite this
acquisition, and that of its other subsidiaries, Information
Processing Corporation, ICABS.com, Inc., and International
Monetary Exchange Systems Corporation, losses have continued.

During the nine months ended Sept. 30, 2004 the Company had
acquired the 3 subsidiaries involved in credit card processing.
These acquisitions were intended for the purpose of showing
profitable returns for Information Architects Corporation.  The
companies own various software and proprietary rights to process
credit instruments and at Sept. 30, 2004 were in the process of
completing their development.  

Information Architects Corporation -- http://www.ia.com-- has  
three wholly owned subsidiaries whose prime focus is banking and
financial products.  Those companies are: Information Processing
Corporation, ICABS.COM, Inc., and International Monetary Exchange
Systems Corporation.  Information Processing Corporation is an
electronic transaction company and financial services provider,
with a MasterCard and VISA certified US processing center located
in Abilene, Texas.  ICABS specializes in the management of
relationships between banks, processors and other financial
institutions and corporate clients for the issuance of Pre-Paid
Debit and Credit Cards.  IMES is also a leading provider of new
universal "stored value" or "pre-paid" payment solutions.


INSYNQ INC: Weinberg & Company Expresses Going Concern Doubt
------------------------------------------------------------
Weinberg & Company, PA, expressed substantial doubt about Insynq
Inc.'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:

       - net loss of $3,032,518 for the fiscal year ended May 31,  
         2005;

       - negative cash flow from operations of $1,599,206 for the
         fiscal year ended May 31, 2005;

       - working capital deficit of $3,680,744 at May 31, 2004;
         and
  
       - stockholders' deficit of $3,284,247 at May 31, 2005.

The Company has reported a net loss and negative cash flows from
operations every year since it began doing business expects to
incur a net loss and negative cash flows from operations in fiscal
2006.  

The Company's cash balance at May 31, 2005, was $703,028 and at
August 24, 2005, the cash balance was approximately $254,000.

                  Trade Payables Default

As of August 24, 2005, the Company was late in the payment of
certain creditor trade payables totaling approximately $503,000.
The Company has initiated contact with many of its vendors and has
negotiated a reduction in amounts owed or were extended to more
favorable terms.

                         Tax Liens

On July 11, 2005, the Company entered into an installment payment
plan with the Internal Revenue Service to pay $5,000 per month for
outstanding penalties and interest that accrued over the years
from the non-payment of payroll taxes in years 2000 and 2001.  As
of August 24, 2005, the Company owes approximately $205,000 to the
IRS.  

Additionally, the State of Utah has filed a lien for approximately
$28,000 for prior years' income taxes assessed against Insynq
Inc.'s predecessor company.  The Company disputes this claim.

                        About Insynq

Insynq Inc. is primarily an application service provider and has
been  delivering out-sourced software application hosting and
managed  information technology services through its IQ Data
Utility Service since 1997.  It hosts software applications on its
servers located at two data centers, rents computing services to
its customers for a monthly fee, and performs remote management
and maintenance of its customers' servers from its network
operations center.


INTERMET CORP: Stanfield and R2 Select Five Board Members
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 27, 2005, the Honorable Marci McIvor of the U.S. Bankruptcy
Court for the Eastern District of Michigan confirmed INTERMET
Corporation (INMTQ: PK) and its debtor-affiliates Amended Plan of
Reorganization dated Aug. 12, 2005.

INTERMET has received a $265 million commitment letter from
Goldman, Sachs & Co. for an exit financing facility which will
fund its operations post-bankruptcy.

Terry Kosdrosky of the Crain Detroit reports that Stanfield
Capital Partners L.L.C. and R2 Investments bought most of
INTERMET's unsecured debt and took control of the company with a
$75 million investment.  With that investment, they became the
largest unsecured creditors.  Stanfield and R2 are subsidiaries of
Q Investments AG in Switzerland.

                    INTERMET's Board Members

Stanfield and R2 selected five members of the board, the creditors
committee selected one, and the CEO will be the seventh.

Stanfield Capital Partners L.L.C. and R2 Investments selected
these persons to Intermet's Board of Directors:

   -- Craig Muhlhauser, former Visteon Automotive Systems
      President.  Mr. Muhlhauser resigned from Visteon in 2000.
      He joined battery maker Exide Technologies, becoming CEO
      in 2001.  Since May 2005, he has been president and
      executive vice president for business development for
      Toronto-based Celestica Inc;

   -- Duncan Cocroft, a director at SBA Communications and Atlas
      Air Worldwide Holdings;

   -- Scott McCarty, a portfolio manager at Q Investments;

   -- William Holloway, managing director of Q Investments; and

   -- Michael Diament, head of bankruptcy and restructuring at
      Q Investments.

The Official Committee of Unsecured Creditors selected Eric Balzer
to the board.  He is CFO of Ramtron International Corp., a
semiconductor manufacturer.

Gary Ruff, CEO of Intermet Corp., also remains on the board.

Headquartered in Troy, Michigan, Intermet Corporation --  
http://www.intermet.com/-- provides machining and tooling   
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.  On Sept. 26, 2005, Judge McIvor
confirmed the Debtors' Amended Plan of Reorganization.


INTERSTATE BAKERIES: Wants Court OK on Fishlowitz Class Settlement
------------------------------------------------------------------
Paul M. Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that Mitchell Fishlowitz is the
representative of a putative class captioned Fishlowitz, et al.,
etc. v. Interstate Brands Corporation, Inc., Case No. CV03-9585
RGK (JWJx), which is currently pending in the United States
District Court for the Central District of California.

The Fishlowitz Class, which is composed of Interstate Brands'
former and current employees, asserted claims against the company
based on violations of federal and California laws.  Interstate
Brands has denied the Fishlowitz Class' allegations and contested
their claims.

On Feb. 16, 2005, Mr. Fishlowitz asked the Bankruptcy Court to
lift the automatic to allow the California Court Action to
continue against the Debtors and non-debtor codefendants.

On March 18, 2005, Mr. Fishlowitz's counsel filed Claim Nos. 7443
and 7447 in the Debtors' Chapter 11 cases, on behalf of Mr.
Fishlowitz and of other members of the general public similarly
situated.  Additionally, 327 of the members of the purported
1,984-person class filed individual claims.

As of Sept. 9, 2005, the California Court has not certified the
Fishlowitz Action as a class action in accordance with Rule 23(c)
of the Federal Rules of Civil Procedure.  Nevertheless, Mr.
Fishlowitz filed the two claims on behalf of the Fishlowitz Class
as a purported class.

On Aug. 24, 2005, the parties engaged in mediation before Judge
Federman of the United States Bankruptcy Court for the Western
District of Missouri.  During the course of mediation, the
parties reached an agreement in principal on the economic terms
of a settlement of the Fishlowitz Action.

To avoid the expense, delay, and uncertainty of litigation, the
parties agreed that:

    (a) The Fishlowitz Class will be collectively allowed a
        $6,000,000 general, prepetition, unsecured claim,
        subject to a final order from the California Court
        authorizing and approving the Settlement Agreement;

    (b) The Debtors will pay the Fishlowitz Class $2,000,000, as
        an administrative expense claim;

    (c) The Allowed Claims and Payments will constitute the total
        amount of allowances or payments to be made by the Debtors
        to the Fishlowitz Class;

    (d) The Fishlowitz Class will waive its claim to entitlement
        of postpetition interest on the $6,000,000 Allowed Claim
        for the period after the Petition Date through the date of
        the preliminary approval of the Settlement Agreement in
        the Fishlowitz Action.  However, the parties are free to
        argue regarding the accrual and payment of postpetition
        interest attributable to time periods after the
        Preliminary Approval Date;

    (e) The $6,000,000 Allowed Claim will be one class claim that
        is entitled to one vote with respect to any plan of
        reorganization proposed in the Debtors' Chapter 11 cases;

    (f) The Debtors and their affiliated parties will receive full
        and complete releases from each member of the Salesperson
        Class;

    (g) Released Parties will receive full and complete releases
        from each member of the Uniform Class;

    (h) The Fishlowitz Class agrees to the dismissal of the
        Fishlowitz Action, with prejudice, upon entry of the Final
        Order;

    (i) All of the Fishlowitz Class claims that were filed against
        the Debtors will be deemed withdrawn, with prejudice, upon
        the occurrence of the Final Order Date except to the
        extent that they deal with matters other than the Released
        Claims or to the extent that the Claimants opt out of the
        Class; and

    (j) Mr. Fishlowitz and his assigns will release the Released
        Parties to the fullest extent possible, including a waiver
        pursuant to Section 1542 of the Civil Code.

Accordingly, the Debtors ask the Court to:

    (1) modify the automatic stay to allow them to proceed in the
        Fishlowitz Action for the purpose of conducting a fairness
        hearing and seeking approval for and implementation of the
        Settlement Agreement;

    (2) approve their Settlement Agreement with the Fishlowitz
        Class; and

    (3) conditionally approve a $6,000,000 unsecured class claim
        and a $2,000,000 administrative class claim in favor of
        the Fishlowitz Class members.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants to Reject HP System Support Agreement
----------------------------------------------------------------
To support their order, production, distribution, payroll and
sales processes, Interstate Bakeries Corporation and its debtor-
affiliates utilize these servers to run various software
applications:

   -- 80 HP 3000 servers with an MPE operating system; and

   -- 40 HP 9000 servers with a UNIX operating system.

Effective August 1, 2003, the Debtors entered into a system
support services agreement, NAFO 1-B, with Hewlett-Packard
Company to provide system support services for the HP Servers.  
The HP Agreement includes:

   (1) a Major Site Addendum (NAFO 1-C),

   (2) the HP Terms and Conditions of Sale and Service,

   (3) the HP Support Services, and

   (4) other related documents.

The HP Agreement provides hardware preventative maintenance,
hardware emergency maintenance as well as operating system
support for the HP Servers.

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, the Debtors have negotiated
with Solid Systems CAD Services, Inc., for it to provide system
support services similar to those provided by HP beginning
November 1, 2005.  Solid Systems will provide the services for
substantially less than HP's cost under the HP Agreement.

Mr. Ivester adds that the amount saved by switching from HP to
Solid Systems significantly exceeds the liquidated damages
specified by the HP Agreement.

By this motion, the Debtors seek the Court's authority to reject
the HP Agreement, effective as of October 31, 2005.

The Debtors have had discussions with HP regarding amending the
terms of the HP Agreement or, in the alternative, switching to
another services provider, Mr. Ivester tells the Court.  In the
discussions, HP indicated that the Debtors would need to provide
a 30-day notice of a switch.

Mr. Ivester notes that the Debtors are not aware of any
contractual obligation to provide HP with a 30-day notice.

However, out of an abundance of caution, the Debtors have
requested verbally and by letter, that HP cease providing any
services pursuant to the HP Agreement as of the end of
October 31, 2005.  

The Debtors reserve all rights and defenses against HP, including
the right to assert any and all breach of contract claims and
defenses that the Debtors may have in law or equity against HP.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTRAWEST: Selling 44.5% Interest in Mammoth Mountain to Starwood
-----------------------------------------------------------------
Intrawest Corporation reported that an entity controlled by
Starwood Capital Group Global, L.L.C. has signed an agreement to
acquire a majority interest in Mammoth Mountain Ski Area.  

The selling price of the resort is based on a $365-million
enterprise value with customary adjustments for debt assumed,
working capital and transaction costs.  Intrawest and Rusty
Gregory, Mammoth Mountain's chairman and chief executive officer,
will retain minority interests.

Intrawest's retained interest is anticipated to be approximately
15%.  The operations of the resort will remain unchanged with
Rusty Gregory continuing as chairman and chief executive officer
and with Intrawest providing management expertise and other
corporate resources under a management services agreement.

In February 2005, the shareholders of Mammoth Mountain, including
Dave McCoy, Mammoth's founder and controlling shareholder, Rusty
Gregory and Intrawest agreed to engage Houlihan Lokey Howard &
Zukin to explore strategic alternatives to enhance the value of
the company's shares, including the possible sale of shares.  
Prior to the transaction, Intrawest owned a 59.5% interest in
Mammoth Mountain.

"We joined forces with Dave McCoy and Rusty Gregory in 1995 and
since that time considerable value has been created at Mammoth.  
It is clearly in Intrawest's best interest to monetize a portion
of this value now," said Joe Houssian, chairman, president and
chief executive officer of Intrawest Corporation.  "We believe
Mammoth Mountain represents one of the great growth opportunities
in the year-round resort business in North America and therefore
we will retain an equity interest in the resort and a 50 per cent
interest in Mammoth Hospitality Management, our lodging company at
Mammoth.  Dave McCoy took Mammoth from a dream in the early 1940s
to one of the premier ski resorts in North America today, and we
look forward to working together with Rusty and Starwood to grow
this wonderful resort to its full potential."

The proposed transaction from the sale of Mammoth Mountain
will result in a pre-tax profit to Intrawest of approximately
$101 million.  Pre-tax net proceeds to Intrawest after estimated
debt assumed, working capital adjustments, transaction costs and
reinvestment in Mammoth Mountain are approximately $166 million,
including a pre-transaction dividend.  Although the initial use of
proceeds will be to pay down debt, Intrawest is evaluating all of
its options for the best use of proceeds.  The transaction is
expected to close within 90 days and is subject to customary
closing conditions.  Consequently there are no assurances that all
of the closing conditions will be satisfied or that the
transaction will be completed.

In addition to the Mammoth Mountain transaction, Intrawest and
Starwood have entered into a preliminary agreement for a joint
venture on the development of the majority of Intrawest's
separately owned real estate in the Town of Mammoth Lakes.  This
transaction includes future development of over 1,000 residential
units and 30,000 square feet of commercial space scheduled for
build-out over the next five to seven years.  The preliminary
agreement is subject to Starwood completing its due diligence on
the real estate joint venture in the next 45 days.

Mammoth Mountain Ski Area is the leading four-season mountain
resort company in California, owning Mammoth Mountain, June
Mountain, Tamarack Lodge, Mammoth Mountain Inn and Resort, Mammoth
Snowmobile Adventures and Mammoth Mountain Bike Park.  The company
also operates Sierra Star Golf Club in Mammoth Lakes, California.
Mammoth Hospitality Management is a 50/50 joint venture between
Mammoth Mountain and Intrawest that currently manages over
380 units in the Village at Mammoth and will be the manager for
future units developed on Intrawest's land at Mammoth.

                     About Starwood Capital

Starwood Capital Group Global, L.L.C. --
http://www.starwoodcapital.com/-- which is headquartered in
Greenwich, Connecticut with offices (or affiliate offices) in San
Francisco, Washington, D.C., Atlanta, London, Luxembourg and
Tokyo, has been an innovative leader in real estate investments
since its inception in 1991.  Its investors include some of the
largest state and corporate pension funds, endowments and high-net
worth families from around the world.  Currently, Starwood Capital
manages a real estate portfolio valued at over $10 billion.  In
the past fifteen years, Starwood Capital has closed or advised on
real estate transactions totaling in excess of $30 billion and has
acquired equity interests in hotels, golf and leisure-related
properties, residential land, multifamily and condominium units,
senior housing, office, retail and industrial space.  

                   About Intrawest Corporation

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

                         *     *     *

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

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

   * Ratings assigned:

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

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

   * Ratings affirmed:

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

The ratings outlook is stable.


KAISER ALUMINUM: Resolves Dispute Over Washington Tax Claims
------------------------------------------------------------
The State of Washington Department of Revenue timely filed three
proofs of claim against Kaiser Aluminum Corporation and its
debtor-affiliates:

   a.  Claim No. 209, which asserts an unsecured, priority claim
       for $1,355,627 and a general unsecured claim for $38,278.

       Claim No. 209 comprises of:

       (1) $243,131 for certain sales and business taxes for the
           period January 1, 1994, to December 31, 1995, that had
           been deferred until late 2002 pursuant to the terms of
           a prior long-term sales tax deferral program --
           Deferred Business Taxes;

       (2) $158,411 for certain sales and business taxes for the
           period January 1, 1997, to December 31, 1999 --
           Tentative Business Taxes -- and $37,894 in related
           interest and costs; and

       (3) $765,556 for certain sales and business taxes for the
           period January 1, 1997, to February 12, 2002, and
           $188,913 in related interest, costs and penalties;

   b. Claim No. 381, which asserts an unsecured, priority claim
      for of $980 for certain forest excise taxes covering the
      period July 1, 2001, to December 31, 2001, and related
      interest and penalties; and

   c. Claim No. 864, which asserts a contingent and unliquidated
      claim for any property held by the Debtors that rightfully
      belongs to another resident of the State of Washington.

In early 2003, Washington audited the Tentative Business Taxes,
which resulted in Washington adjusting the Tentative Business
Taxes from $196,305 to a credit of $34,452.

On February 13, 2003, Kaiser Aluminum & Chemical Corporation asked
Washington to pay the Credit.  In March 2003, Washington declined
to return the Credit and informed KACC that it had applied the
Credit against the Deferred Business Taxes, which in Washington's
view was authorized under applicable law without the need for
notice and a hearing.

The prepetition sales and business taxes asserted in Claim No.
209 represent taxes on certain purchases of personal property made
by KACC in the course of its business operations during the
applicable tax year.  After reviewing how Washington determined
the amount of Claim No. 209, KACC believed that certain personal
property should not have been taxed because the applicable
property qualified for a tax exemption under applicable
Washington law.  KACC argued that Claim No. 209 overstated its
prepetition tax liabilities, and asked that Washington review the
proof of claim in light of KACC's objections.

After reviewing Claim No. 209 and receiving additional information
and documentation from KACC, Washington agreed that the amount of
Claim No. 209 should be reduced.  According to Washington,
however, the audit of KACC's prepetition tax liabilities also
revealed several additional prepetition tax liabilities of KACC,
and were not included in the Washington Claims.

In particular, Washington asserted that KACC owed the Department:

   (a) $29,909 for the disallowance of certain employee business
       and occupancy tax credits relating to KACC's 1998 tax
       return; and

   (b) $21,851 for certain natural gas taxes incurred from
       April 1, 2001, to December 31, 2001.

In addition, Washington asserted that KACC may eventually owe
$118,386 for a deferred tax assessment of certain excise taxes
with respect to KACC's facility in Richland, Washington, which
would be due on December 31, 2009.  Pursuant to Washington state
law, KACC has no liability for the Contingent Excise Taxes unless
KACC fails to satisfy certain requirements, including that the
facility continues to be used as a manufacturing facility.

                Objections to the Washington Claims

The Debtors believe that Washington has no right to payment for
Claim No. 209 because it asserts a liability in excess of the
amounts currently reflected in KACC's books and records.  Thus,
Claim No. 209 should be reduced accordingly.

KACC also determined that a portion of Claim No. 209 improperly
asserts priority status for the entire claim because certain of
the underlying liabilities do not meet the criteria for priority
treatment under Section 507(a)(8) of the Bankruptcy Code.

KACC asserts that the $186,635 portion of Claim No. 209 should be
reclassified as a general unsecured nonpriority claim.

KACC also contends that it has no liability over Claim No. 864.  
In particular, KACC's books and records do not indicate that KACC
is in possession of any property that rightfully belongs to
another resident of the State of Washington.  Moreover,
Washington failed to include any documentation to justify Claim
No. 864 and, as of September 15, has not provided KACC with any
documentation.

Accordingly, KACC wants Claim No. 864 disallowed and expunged in
its entirety.

                          Stipulation

KACC and Washington entered into negotiations and eventually
arrived at an agreement to resolve their disputes over the
Claims.  The material terms of the Stipulation are:

A. Claim No. 209 will be allowed as:

   (a) an unsecured priority claim under Section 507(a)(8) of the
       Bankruptcy Code against KACC for $452,949; and

   (b) a general unsecured claim for $224,913.

    Claim No. 209 will be satisfied in accordance with KACC's
    plan of reorganization:

B. Claim No. 381 will be allowed as an unsecured priority claim
   for $980.  Claim No. 381 will be satisfied in accordance with
   KACC's plan of reorganization;

C. Claim No. 864 will be disallowed and expunged;

D. The Contingent Excise Taxes will be unaffected by the Debtors'
   Chapter 11 cases and will be the obligation of KACC or any
   successor to the extent that the taxes become due and owing;

E. To the extent that Washington was not authorized to conduct
   the Setoff pursuant to applicable law, the automatic stay
   imposed by Section 362 will be deemed lifted to permit
   Washington to conduct the Setoff; and

F. Except with respect to the Contingent Excise Taxes, all
   prepetition claims Washington has against the Debtors, whether
   asserted in Claim Nos. 209, 381 or 864 or otherwise, including
   the Disallowed B&O Tax Credit and the Natural Gas Use Taxes,
   to the extent not expressly allowed pursuant to the
   Stipulation, will be deemed to have been withdrawn as
   satisfied.

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: Asks Court to Reject Ms. Austin's Motion for Contempt
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 6, 2005, Elfriede Austin sustained personal injuries in
a Kmart store in Woodstock, Georgia.  Ms. Austin filed a proof of
claim in Kmart's Chapter 11 case.

On February 16, 2005, Ms. Austin filed a lawsuit in a Georgia
state court.  Kmart moved to dismiss the lawsuit on grounds that
the statute of limitations has expired.

Kmart's defense to its request for dismissal directly violates the
November 4 Agreed Order, Mr. Blank asserts.  The Agreed Order was
drafted to specifically provide that the statute of limitations
was tolled during the period that the Plan Injunction was in
effect -- from May 6, 2003, until November 4, 2004.  By
subtracting the period from the applicable Georgia statute of
limitations, the statute of limitation was due to expire 21 days
after the lawsuit was filed.

Ms. Austin asked the U.S. Bankruptcy Court for the Northern
District of Illinois to issue a citation for contempt to Kmart for
its blatant violation of the Agreed Order.  She also asks the
Court to impose appropriate sanctions, to include an injunction as
to the utilization of the statute of limitations defense, and an
award of the travel costs for appearing in Court in October 2004,
and again to argue the request for contempt, along with reasonable
attorneys' fees for the time devoted to prepare and argue the
Motion for Contempt.

                         Kmart Objects

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, notes that the October 19,
2004, Court Order simply lifted the Plan Injunction and allowed
Elfriede Austin to proceed with her claim in state court but did
not provide that Kmart Corporation waive any defense.

Mr. Barrett contends that the very statute of limitation defense
raised by Kmart in its dismissal motion filed in the Georgia state
court arose after the entry of the Order.  Mr. Barrett tells the
Court that Ms. Austin was required to file her state court action
within 30 days of the lifting of stay, a deadline she missed
almost 60 days.

Accordingly, Kmart asks the Court to deny Ms. Austin's Motion for
Contempt.

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)


KOMFORTCARE HEALTH: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Komfortcare Health Plan
        d/b/a Foundation Community Medical Center
        8500 South Figueroa Street
        Los Angeles, California 90003

Bankruptcy Case No.: 05-34856

Type of Business: The Debtor provides access to healthcare
                  services to the uninsured and residents of
                  medically underserved areas of Los Angeles
                  County.  See http://www.komfortcare.com/

Chapter 11 Petition Date: October 4, 2005

Court: Central District of California (Los Angeles)

Judge: Theodor Albert

Debtor's Counsel: Frank Sanes, Jr., Esq.
                  3826 Carmona Avenue
                  Los Angeles, California 90008
                  Tel: (323) 294-4940

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Jeremiah Aguolu, M.D.         Unpaid wages and           $95,640
211 North Prairie Avenue      professional fees
Inglewood, CA 90301

IRS                           Employment tax             $58,400
Fresno, CA

Sohail Mahboubin, M.D.        Lease - office bldg.       $43,400
2387 Stratford Circle
Los Angeles, CA 90077            

Kenneth Crocket               Contract service           $21,640
9628 Van Nuys Boulevard
Panomana City, CA 91402

EDD                           Employment tax             $15,640
4021 Rosewood Avenue
P.O. box 74912
Los Angeles, CA 90004


MATERIAL SCIENCES: Can't File 2nd Quarter 2006 Financials on Time
-----------------------------------------------------------------
Material Sciences Corporation (NYSE: MSC) postponed the conference
call for its second quarter 2006 results, which was previously
scheduled to be held today, Oct. 6, at 1:00 p.m. Central Time.

As previously disclosed, the Company reported it has a "material
weakness" in the design and implementation of its controls over
accounting for income taxes.  In light of this continuing material
weakness, the Company has decided to delay the announcement of its
second quarter 2006 results in order to further review its
accounting for income taxes.  The Company and its tax advisors are
moving expeditiously to review the Company's income tax
accounting.

Completion of this work is needed in order to finalize the
Company's financial statements and the disclosure to be included
in the Company's quarterly report on Form 10-Q for the second
quarter of fiscal 2006.  Accordingly, the Company has not yet set
a date and time for the rescheduled conference call and the
release of second quarter 2006 results and the filing of its Form
10-Q.

Material Sciences Corporation -- http://www.matsci.com/-- is a  
leading provider of material-based solutions for electronic,
acoustical and coated metal applications.  MSC uses its expertise
in materials, which it leverages through relationships and a
network of partners, to solve customer-specific problems,
overcoming technical barriers and enhancing performance.  MSC
differentiates itself on the basis of its strong customer
orientation, knowledge of materials combined with the offer of
specific value propositions that define how it will create and
share economic value with its customers.  The Company's stock is
traded on the New York Stock Exchange under the symbol MSC.


MIRANT CORP: Arkansas Electric Completes $85 Million Purchase
-------------------------------------------------------------
Arkansas Electric Cooperative Corporation completed its purchase
of the 548-megawatt natural gas-fired power plant at Wrightsville
on Sept. 28.

AECC purchased the plant from Mirant (Pink Sheets: MIRKQ), an
Atlanta- based energy company, for $85 million.  All required
state and federal regulatory approvals have been received.

The state-of-the-art power plant has nine generators, which  
consists of seven combustion turbines and two steam turbines.

The sale of Wrightsville is consistent with Mirant's strategy to
focus on core assets and markets.  The sale also supports Mirant's
goal to emerge from Chapter 11 as a stronger, more competitive
company.

With the plant, AECC now has 2,977 megawatts of generating
capacity.  AECC owns and operates three hydropower plants on the
Arkansas River, three natural gas/oil-fired plants, one natural
gas-fired plant, and owns/leases portions of three coal-fired
plants.  During the past 18 years, AECC has invested nearly
$600 million in expansion and upgrades to its generation capacity.

AECC is owned by 16 of the state's 17 electric distribution
cooperatives.  AECC, the distribution cooperatives and Little
Rock-based Arkansas Electric Cooperatives, Inc., a statewide
service organization, are known collectively as the Electric
Cooperatives of Arkansas.  The 17 distribution cooperatives serve
about 460,000 members across Arkansas and in surrounding states.

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 CORP: Court Okays $2-Mil. Sale of Generators to Belyea Co.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Mirant Corporation and its debtor-affiliates permission to sell
two combustion gas turbines and transformers to Belyea Company,
Inc., for $2 million.  

Belyea, a surplus power equipment broker, intended to facilitate
the purchase of the HRS Generators for DP Leasing L.L.C. and
another party.

                   Terms of the Sale Agreements

The Sale Agreements with Belyea and DP Leasing contain similar
terms and conditions:

A. Purchase Price

    The Purchase Price for each HRS Generator is $1,000,000.

B. Deposit

    Belyea and DP Leasing will each pay to the Debtors a $100,000
    deposit.  In the event the Court does not approve the sale of
    the HRS Generators, Mirant will return the Deposit.

C. Closing Date

    The Closing Date will be three days after the Court approves
    the sale.

E. Remaining Purchase Price

    Belyea and DP Leasing will each pay the remaining net amount
    of the Purchase Price, minus $60,000 associated with Mirant's
    avoided transportation access-related costs, on the Closing
    Date.

F. Delivery Terms

    Mirant will deliver the title of the HRS Generators to Belyea
    and DP Leasing at Closing, "as is" and "where is."

G. Taxes

    Belyea and DP Leasing will each bear all Taxes associated with
    the sale.

H. HRS Generator Storage and Maintenance

    In the event Belyea and DP Leasing do not remove the HRS
    Generators on the relevant Closing Date, Mirant agrees to
    provide storage space and maintenance at a cost to Belyea and
    DP Leasing of:

     (i) $150 per day for up to 60 days after the Closing; and

    (ii) $850 per day for the period commencing 61 days after the
         Closing.

    Mirant will have the right to remove the HRS Generators from
    the Site at the expiration of the 90-day period at Belyea's
    and DP Leasing's expense.

I. Termination

    Any Party may terminate the Sale Agreement by written notice
    if there has been a material violation by the other Party,
    which has prevented the satisfaction of any condition to the
    obligations of Belyea and DP Leasing, and which has not been
    cured within 30 days after receipt of written notice.

    Termination will be without prejudice to any other rights of
    the Parties and will not otherwise relieve the Parties of any
    unfulfilled obligation or liability incurred under the Sale
    Agreement prior to termination.

J. General Release

    Except for Mirant's obligations under the Sale Agreement,
    effective as of the Closing Date, Belyea and DP Leasing will
    waive and release Mirant from any and all losses that may
    arise on account of the HRS Generators.

K. Indemnification

    Belyea or DP Leasing will indemnify, defend, and hold Mirant
    harmless from any and all claims of any kind suffered,
    incurred or paid in connection with:

    (1) Belyea's or DP Leasing's responsibilities under the Sale
        Agreement;

    (2) Belyea's or DP Leasing's transport of the HRS Generator;

    (3) Belyea's or DP Leasing's exercise of its right to inspect
        the HRS Generator;

    (4) any and all losses or damage to the HRS Generator, the
        Site, inter alia, caused by Belyea or DP Leasing during
        performance of its Sale Agreement.

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


MIRANT CORP: Court Sets October 20 as Newco's Claims Bar Date
-------------------------------------------------------------
At the request of Mirant Corporation, its debtor-affiliates and
Newco 2005 Corporation's, the U.S. Bankruptcy Court for the
Northern District of Texas set October 20, 2005, at 5:00 p.m.
Prevailing Eastern Time as the last day for filing proofs of claim
in Newco's Chapter 11 case.

Proofs of claim may be filed by mail, addressed to:

                 Claims Agent: Mirant Corporation
                 c/o Bankruptcy Services, L.L.C.
                 Grand Central Station
                 P. O. Box 4613
                 New York, NY 10163-4613

or by personal service, to:

                 Mirant Corporation
                 c/o Bankruptcy Services, L.L.C.
                 757 Third Avenue, 3rd Floor
                 New York, NY 10017

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)


NORTHWEST AIRLINES: Hires Simpson Thacher as Corporate Counsel
--------------------------------------------------------------
Simpson Thacher & Bartlett LLP is one of the principal outside
U.S. corporate and litigation counsel to Northwest Airlines
Corporation and its debtor-affiliates.  Barry Simon, executive
vice president and general counsel for Northwest Airlines
Corporation, tells the Court that Simpson Thacher has
represented the Debtors prepetition for more than 25 years.  
During that time the Firm has represented the Debtors on:

   (a) approximately five litigations;

   (b) investigations by the Securities and Exchange Commission
       and the Department of Justice;

   (c) more than 30 capital raising transactions;

   (d) several significant strategic transactions, including
       transactions involving the principal union representing
       employees of the Debtors, KLM, Continental Airlines and
       Pinnacle Airlines; and

   (e) numerous general corporate and tax matters, including
       mergers and acquisitions matters, disclosure matters,
       pension matters, executive compensation matters and
       strategic and financial transactions with KLM and
       Continental Airlines.

Some of these matters are continuing.

In this regard, the Debtors ask the Court for authority to
continue Simpson Thacher's employment as special corporate and
litigation counsel, pursuant to Section 327(e) of the Bankruptcy
Code.

Simpson Thacher will render litigation and corporate services,
unrelated to the conduct of the bankruptcy cases, including
representing the Debtors with respect to:

   (i) certain continuing litigations;

  (ii) possible merger and acquisition activities; and

(iii) tax, employee compensation, general corporate and similar
       matters with respect to which Simpson Thacher has
       regularly represented the Debtors through the filing of
       the bankruptcy petitions and with respect to which Simpson
       Thacher may be requested to represent the Debtors from
       time to time following the Petition Date.

Simpson Thacher is both well qualified and uniquely able to
represent the Debtors in their Chapter 11 cases in an efficient
and timely manner, Mr. Simon assures Judge Gropper.

The Debtors propose to compensate Simpson Thacher for its
services in accordance with the Firm's hourly rates:

           Professional                      Rate
           ------------                      ----
           Partners                      $660 to $855
           Associates                    $340 to $570
           Paraprofessionals             $135 to $185

The Debtors will also reimburse the Firm for necessary expenses
incurred.

Stephan J. Feder, a member of Simpson Thacher, discloses that
prior to the Petition Date, the Firm has been paid for all
services for which it has submitted a bill to the Debtors.  The
Debtors have also provided Simpson Thacher a $300,000 retainer
against which the Firm will credit all accrued and unbilled
amounts for professional services rendered and expenses charged
to the Petition Date.  The Debtors have agreed to periodically
replenish the retainer, according to Mr. Feder.

Mr. Feder assures the Court that Simpson Thacher does not
represent or hold any interest adverse to any of the Debtors,
their estates, creditors, equity security holders or affiliates
in the matters upon which Simpson Thacher is to be engaged.  
Simpson Thacher is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

Mr. Feder notes, however, that Simpson Thacher currently
represents Airbus North America Holdings, Inc., and certain of
its affiliates in connection with various transactions with the
Debtors, including aircraft purchase agreements, aircraft
financings, aircraft leases, a term loan, enhanced equipment
trust certificates and provision of spare parts and other goods
and services.

According to Mr. Feder, the Debtors have been informed of Simpson
Thacher's representations of the Airbus Entities in the NWA
Matters; the Debtors do not object to the Firm's continued
representation provided that its personnel providing services to
the Debtors will not be among those concurrently providing
services to the Airbus Entities in connection with the NWA
Matters.

Mr. Feder reports that the Airbus Entities have been informed of
the Firm's potential retention as special litigation, corporate
and tax counsel to the Debtors, and they do not object to the
Firm's retention in that capacity under these terms:

   (a) Simpson Thacher's representation of the Debtors will not
       involve the assertion by the Firm against any of the
       Airbus Entities of a claim of fraud, misrepresentation, or
       other dishonest conduct;

   (b) Simpson Thacher personnel providing services to the
       Debtors will not be among those concurrently providing
       services to the Airbus Entities in connection with the NWA
       Matters; and

   (c) Simpson Thacher's representation of the Debtors will not
       involve negotiating Airbus' existing exposures or its
       aircraft purchase agreements or any financing that Airbus
       may potentially provide either in the bankruptcy
       proceedings or its exit from bankruptcy, which may
       potentially occur in connection with a merger, acquisition
       or corporate combination transaction involving the
       Debtors.

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: Taps Curtis Mallet-Prevost as Special Counsel
-----------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ Curtis, Mallet-Prevost, Colt, and Mosle LLP as
conflicts counsel for any matters that Cadwalader Wickersham &
Taft LLP cannot handle directly during the Chapter 11 cases.

Curtis will:

   (a) take all necessary action to protect and preserve the  
       estates of the Debtors, including:

       * the prosecution of actions on the Debtors' behalf;  
        
       * the defense of any actions commenced against the  
         Debtors;  

       * the negotiation of disputes in which the Debtors are  
         involved; and  

       * the preparation of objections to claims filed against  
         the Debtors' estates;
   
   (b) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and other papers in
       connection with the administration of the Debtors'
       estates;     

   (c) negotiate on behalf of the Debtors with their creditors  
       and other parties of interest, including aircraft lessors  
       and financiers and regulatory authorities; and

   (d) perform all other necessary legal services in connection  
       with the prosecution of the Debtors' Chapter 11 cases.
  
Barry Simon, executive vice president and general counsel for   
Northwest Airlines Corporation, explains that the arrangement  
will avoid unnecessary litigation and reduce the overall expenses  
of administering the Debtors' Chapter 11 cases.

The Debtors propose to compensate Curtis for its services
in accordance with the Firm's standard hourly rates, plus  
reimbursement of necessary expenses.

Curtis' current hourly rates are:

              Professional               Rate
              ------------               ----
              Partners & Counsel     $495 to $675
              Associates             $240 to $495  
              Legal Assistants       $130 to $170  

Steven J. Reisman, a member of Curtis, discloses that the Firm  
has received a $100,000 retainer from the Debtors for  
professional services rendered and to be rendered, and as an  
advance against expenses incurred and to be incurred, in  
connection with the Debtors' Cases.   

Curtis has applied the retainer to services rendered and expenses  
incurred prepetition.  The Firm will apply the balance to  
postpetition allowances of compensation and reimbursement of  
expenses as may be granted by the Court.

Mr. Reisman assures the Court that the Firm is a "disinterested  
person," as that term is defined in Section 101(14) of the  
Bankruptcy Code, as modified by Section 1107(b), in that its  
members, counsel and associates:

   (1) are not creditors, equity security holders, or insiders of  
       the Debtors;

   (2) are not and were not investment bankers for any  
       outstanding security of the Debtors;

   (3) have not been, within three years before the Petition  
       Date:

       * investment bankers for a security of the Debtors; or  

       * attorneys for an investment banker in connection with  
         the offer, sale or issuance of a security of the  
         Debtors;

   (4) are not and were not, within three years before the  
       Petition Date, directors, officers, or employees of the  
       Debtors or an investment banker; and

   (5) have not represented any party in connection with matters  
       relating to the Debtors -- although Curtis has certain  
       relationships with other parties-in-interest and other
       professionals involved in the Debtors' Chapter 11 cases in  
       connection with matters wholly unrelated to the Debtors.

Mr. Reisman informs the Court that various Curtis attorneys are  
members or may be participants in WorldPerks, the Debtors'  
frequent flyer program.  In addition, a number of the Firm's  
attorneys hold or may hold unused airplane tickets issued by the  
Debtors, and that refunds may be due to them.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the    
world's fourth largest airline with hubs at Detroit,  
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NRG ENERGY: Moody's Affirms Low-B Corporate Family & Debt Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of NRG Energy, Inc.
(NRG: B1 Corporate Family Rating) and Texas Genco, LLC (TGN: Ba3
Corporate Family Rating).  This action follows the announcement
that NRG has agreed to acquire all the outstanding equity of TGN
for about $5.8 billion and the assumption of about $2.5 billion of
TGN net debt.  The rating outlook for NRG is revised to developing
from stable.  The rating outlook for TGN continues to be stable.

The affirmation of NRG's ratings reflects an expectation of
relatively predictable cash flow following the completion of the
merger, based upon margins that are supported by various hedges or
contracts at both companies.  Over the next several years, about
80% of the company's consolidated margins are expected to be
derived under contractual or hedged arrangements.  Moody's expects
that the ratio of consolidated funds from operations to
consolidated adjusted debt will exceed 13% over the next several
years.  The rating affirmation also incorporates the increased
degree of diversity in markets, fuel mix, and generating capacity
that will result from the merger.

NRG's ratings also consider the planned increase in consolidated
leverage in the merger transaction.  The company's preliminary
financing plan includes approximately $2.5 billion of incremental
debt and issuance of about $3.3 billion of equity of which $1.8
billion will be issued to the existing TGN owners and $1.5 billion
will be issued to the public.  NRG's management has stated that it
will manage its business around a capital structure goal of net
debt to total capital in the range of 45% to 55%.  While the
capital structure of the combined company will likely exceed this
goal at closing, the company expects to move within its target
range within the first year of operations by using excess cash
flow to reduce debt.

The developing rating outlook for NRG reflects the uncertainty
about the components of the final capital structure at NRG.  The
sizing and terms of various debt classes and the use of second
liens to collateralize mark-to-market positions with
counterparties are factors that could impact the notching between
various securities in the company's capital structure.

The rating affirmation and stable rating outlook at TGN reflects
the expectation that a high proportion of the company's cash flows
will be derived under contractual or hedged arrangements for its
well positioned fleet of generating assets.  It is expected that
NRG will retire all of the TGN debt at closing and replace it with
debt issued at the NRG level.  The rating and outlook also
consider the low cost competitive position of TGN's assets within
ERCOT, the lack of incremental debt at TGN, and an expectation
that additional intermediate hedges will be executed as the pool
of existing hedges ages.

Under the terms of the transaction, NRG will acquire the stock of
TGN for approximately $5.8 billion, comprised of about $4 billion
in cash and $1.8 billion in common and preferred stock, and will
assume approximately $2.5 billion of TGN net debt.  Of the $5.8
billion of consideration, about $2.5 billion of additional debt
will be issued at the NRG level and $1.8 billion of common and
preferred equity will be issued to the existing TGN owners,
investment partnerships managed by subsidiaries of:

   * Kohlberg Kravis Roberts & Co.,
   * Texas Pacific Group,
   * the Blackstone Group, and
   * Hellman & Friedman.

The remaining $1.5 billion will be sourced by the issuance of
$1 billion of NRG common stock and the issuance of $500 million of
mandatory convertible preferred securities.  After completion of
the transaction, TGN's existing owners will own about 25% of the
consolidated NRG.

The transaction is subject to the approval from the Nuclear
Regulatory Commission, the Federal Energy Regulatory Commission,
the Public Utility Commission of Texas (if required) and antitrust
review under the Hart-Scott-Rodino Act.  No shareholder approval
is required.  The transaction is scheduled to close sometime
during the first quarter 2006.

Ratings affirmed at NRG include:

   * Secured term loan and secured revolving credit rated Ba3;
   * Corporate Family Rating at B1;
   * Second lien secured notes rated B1;
   * Preferred stock at B3;
   * Speculative Grade Liquidity (SGL) Rating of SGL-1

Ratings affirmed at TGN include:

   * Secured term loan and secured revolving credit rated Ba2;
   * Corporate Family Rating at Ba3;
   * Senior unsecured notes rated B1;
   * Speculative Grade Liquidity (SGL) Rating of SGL-2

Headquartered in Princeton, New Jersey, NRG is an independent
power producer that owns and operates a portfolio of power-
generating facilities, primarily in the:

   * Northeast,
   * South Central, and
   * West Coast regions of the United States.

NRG also has ownership interests in generating facilities in:

   * Australia,
   * Germany, and
   * the United Kingdom.

Headquartered in Houston, Texas, TGN is one of the largest
wholesale electric power generating companies in the United
States, and owns approximately 11,000 MW of net operating
generation capacity.  The company sells power and related services
in ERCOT.


NORTHWEST AIRLINES: Wants Dorsey & Whitney as ERISA Counsel
-----------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates utilized
the law firm of Dorsey & Whitney LLP before the Petition Date to
handle matters concerning the Employee Retirement Income Security
Act of 1974, antitrust litigation, employment law and commercial
law issues.  The Debtors believe that the continued retention of
Dorsey as Special Litigation, ERISA and Commercial Law Counsel is
in the best interest of their estates.  The Debtors believe that
Dorsey is qualified to serve as special counsel pursuant to
Section 327(e) of the Bankruptcy Code.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the continued
retention of Dorsey as special counsel.

Dorsey will represent the Debtors in ongoing antitrust
litigation, in various ERISA matters, and in various employment
litigation and other commercial law matters.  The Firm will also
perform all other necessary legal services in furtherance of its
role as special Litigation, ERISA and Commercial Law Counsel for
the Debtors.

The Debtors propose to compensate Dorsey for its services in
accordance with the Firm's hourly rates.  The principal attorneys
and paralegals at Dorsey designated to represent the Debtors and
their standard hourly rates are:

           Professional                      Rate
           ------------                      ----
           Thomas Tinkham                    $545
           Don Carlson                       $500
           James Kremer                      $380
           Steve Carlson                     $445
           Andrew Brown                      $435
           Daniel Brown                      $330
           Andrew Holly                      $300
           Theresa Bevilacqua                $285
           Terry-Lynne Lastovich             $310
           Nancy Bussiere                    $180

The Debtors will also reimburse the Firm for necessary expenses
incurred.

Prior to the Petition Date, the Firm received $225,000 as
retainer from the Debtors.  According to Thomas Tinkham, a
partner at Dorsey, the retainer was paid for services to be
rendered and expenses to be incurred in connection with these
cases prepetition and postpetition.  Mr. Tinkham explains that
the retainer was first credited toward all amounts owing for
prepetition services before applying the remainder as a general
retainer.

Mr. Tinkham attests that Dorsey is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

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)


PINNACLE ENTERTAINMENT: Wants to Amend Credit Agreement Covenants
-----------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) circulated to its lenders
under its credit agreement a proposed amendment in order to assure
that developments arising out of Hurricanes Katrina and Rita are
fully contemplated under the covenants in the credit agreement.

As previously reported, the two hurricanes resulted in the
temporary closures of the Company's Boomtown New Orleans facility
in Harvey, Louisiana (which reopened for business on September 30,
2005) and its L'Auberge du Lac facility in Lake Charles,
Louisiana, and severe damage to its Casino Magic Biloxi facility
in Biloxi, Mississippi.  The hotel at L'Auberge du Lac is
currently accommodating reconstruction workers.  The Company plans
to reopen the L'Auberge du Lac casino hotel as soon as such
reopening is approved by governmental authorities.

The amendment, among other things, clarifies the treatment in
calculating financial covenants of certain expected insurance
recoveries, including business interruption insurance.  Because
the timing of recognition of expected business interruption
insurance recoveries is uncertain, the amendment establishes
procedures for recognition of business interruption insurance for
purposes of the credit agreement covenants.  The amendment also
waives compliance with certain financial covenants for the
remainder of the year, and establishes procedures for ultimately
rebuilding the Biloxi facility.  In addition, the proposed
amendment would establish new procedures for measuring compliance
with financial covenants in 2006 with respect to the Boomtown New
Orleans and L'Auberge du Lac properties.

The Company is also continuing to move forward in arranging a new,
larger bank deal to provide additional funding for its St. Louis
and Biloxi projects.

Pinnacle Entertainment owns casinos in Nevada, Mississippi,
Louisiana, Indiana and Argentina, owns a hotel in Missouri, and
receives lease income from two card club casinos in the Los
Angeles metropolitan area.  The Company opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new casino in
Neuquen, Argentina in July 2005.  Pinnacle has also been selected
for two casino development projects in the St. Louis, Missouri
area. The casino operations in St. Louis are dependent upon final
approval by the Missouri Gaming Commission.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Fitch Ratings has placed the debt ratings of Pinnacle
Entertainment (NYSE: PNK) on Rating Watch Negative due to the
damage caused by Hurricane Katrina.

The Rating Watch Negative applies to the 'BB' senior secured
credit facility, the 'B' issuer default rating (IDR) and 'B-'
senior subordinated notes.  Notably, the rating most at risk is
the 'B-' senior subordinated rating.  The senior subordinated
rating is based on Fitch's estimated recovery (R5) in the event of
a default.


PINNACLE ENTERTAINMENT: Moody's Affirms Junk Sr. Sub. Debt Ratings
------------------------------------------------------------------
Moody's Investors Service revised Pinnacle Entertainment, Inc's
ratings outlook to stable from positive following the company's
announcement that its primary insurance carrier believes damage
caused by Hurricane Katrina was the result of flooding rather than
a weather catastrophe and planned to limit payments to Pinnacle as
a result.  Pinnacle's B2 corporate family rating, B1 secured bank
loan rating and Caa1 senior subordinated debt ratings were
affirmed.

The increased uncertainty regarding the amount and timing of any
insurance coverage as a result of this recent announcement makes
it less likely there will be ratings improvement over the
intermediate term, particularly given Pinnacle's significant
exposure in the Mississippi and New Orleans coastal areas and
gaming markets, and Moody's initial expectation that L'Auberge du
Lac, the company's new Lake Charles, LA casino, would be a key
catalyst with respect to improving the company's overall credit
profile.

Pinnacle believes the damages sustained at its properties as a
result of Hurricanes Katrina and Rita are covered under its
policies, and intends to vigorously oppose any effort by any of
its insurance carriers to limit their obligations under the
policies.  At this time, Pinnacle does not know whether the
insurance carriers which are in excess of Westport, will take the
same position as Westport.

Despite a very strong opening, L'Auberge du Lac has been
negatively impacted by the recent weather catastrophes.  Pinnacle
plans to reopen L'Auberge du Lac as soon as government authorities
allow it to do so.  To the extent L'Auberge du Lac performs at a
level consistent with initial expectations, the company's other
casino properties continue to improve, and insurance matters are
resolved in a manner that does not have a material negative impact
on the company's overall financial profile, a higher rating would
be considered.

The outlook revision also takes into account that Pinnacle
recently announced it is seeking to amend its credit agreement to
account for the financial impairment and uncertainty caused by the
two hurricane events, and that the company is also in the process
of arranging a new and larger bank facility to provide additional
funding for its St. Louis and Biloxi projects.  The proposed
amendment is expected to clarify the calculation of financial
covenants of certain expected insurance recoveries, including
business interruption insurance.  It is also designed to waive
compliance with certain financial covenants for the remainder of
the year, and establishes procedures for rebuilding Pinnacle's
Biloxi facility.  In addition, the amendment would establish new
procedures for measuring compliance with financial covenants in
2006 with respect to the Boomtown New Orleans and L'Auberge du Lac
properties.

The outlook revision also considers that as a result of the
weather catastrophes and the position taken by the primary
insurance carriers, Pinnacle may not be able to meet a key
financial strength hurdle measure by October 31, 2005.  The
Missouri Gaming Commission requires that Pinnacle have an interest
coverage ratio of at least 2.0 times before it can proceed with
development in St. Louis.  The St. Louis development opportunities
are viewed as positive credit considerations in that they would
provide Pinnacle with an increased level of diversification, a key
factor with respect to longer-term ratings improvement.

Pinnacle Entertainment:

owns casinos in:

   * Nevada,
   * Mississippi,
   * Louisiana,
   * Indiana, and
   * Argentina;

owns a hotel in:

   * Missouri; and

receives lease income from two card club casinos in:

   * the Los Angeles metropolitan area.


PLACER DOME: Bema Gold Issues Notice of Default on Chilean Project
------------------------------------------------------------------
Placer Dome Inc. (TSX:PDG)(NYSE:PDG)(ASX:PDG)(SWX:PDG)(BOURSE:PDG)
received a Notice of Default under the Shareholders' Agreement for
the Cerro Casale project in Chile from Bema Gold Corporation, one
of the participants in the project.

Placer Dome also received a letter from Arizona Star Resource
Corporation, the other participant in the project, confirming its
support for Bema's Notice of Default.

Arizona Star believes that Placer Dome has failed to perform its
obligations under the Shareholders' Agreement and the Updated
Feasibility Study Agreement.  In particular, Arizona Star believes
that Placer Dome has failed to use its reasonable commercial
efforts to arrange financing for Cerro Casale in the amounts and
on the terms, which are reasonable and customary for projects of
this kind.  Arizona Star also claims that Placer Dome has failed
to complete an updated feasibility study and has failed to
optimize the Cerro Casale project, both as required in its
contractual agreements with Arizona Star and Bema Gold.

If the defaults have not been remedied within 30 days, Arizona
Star and Bema Gold intend to take all necessary steps to have
Placer Dome's interest in Cerro Casale returned to them.

Placer Dome disagrees with the allegations contained in Bema's
Notice of Default.  

Placer Dome has concluded the Cerro Casale project is not
financeable under the terms of the Shareholders' Agreement.  
Placer Dome has presented a proposal to Bema and Arizona Star to
evaluate alternate development scenarios for the project.  The
Cerro Casale project is owned indirectly by Placer Dome (51%),
Bema (24%) and Arizona Star (25%).

Placer Dome employs 13,000 people at 16 mining operations in seven
countries.  The Vancouver-based company's shares trade on the
Toronto, New York, Swiss and Australian stock exchanges and
Euronext-Paris under the symbol PDG.


PORTRAIT CORP: Posts $19 Million Net Loss for Period Ended July 31
------------------------------------------------------------------
Portrait Corporation of America Inc., delivered its financial
results for the quarter ended July 31, 2005 to the Securities and
Exchange Commission on Sept. 13, 2005.

The Company reported a net loss of $19 million for the twenty-six
weeks ended July 31, 2005, compared with a $3.4 million net loss
for the same period in 2004.  The increase in net loss is
attributed to the net effect of changes in income from operations,
net interest expense, early extinguishment of debt and income
taxes.

Portrait Corporation's balance sheet dated July 31, 2005, shows
$38 million total current assets -- cash assets or assets likely
to convert to cash in the next year -- and $72.8 million of
current liabilities -- liabilities coming due within the next 12
months.  This $34.8 million working capital deficit at July 31,
2005 contracted by $4.6 million, or 12%, from the $39.4 million
deficit reported at January 30, 2005.

                    Substantial Doubt

Management says there's substantial doubt about the Company's
ability to continue as a going concern based on its recent
negative results of operations and ensuing cash needs to satisfy
outstanding payments to AgfaPhoto USA of $20.7 million due June
15, 2006.

In addition, the Company had past due trade accounts payable,
other than those owed to AgfaPhoto USA, of $6.6 million and $7.8
million as of July 31, 2005 and January 30, 2005, respectively.  
These trade accounts payable averaged approximately 40 days and 30
days past due as of July 31, 2005 and January 30, 2005,
respectively.

                  Sources of Liquidity

Portrait Corporation's principal sources of liquidity are cash
flow from operations and borrowings under its new $10 million
senior secured revolving credit facility and supported by new
$20.0 million letters of credit facility.  Concurrently with this  
financing, the Company obtained necessary waivers of existing
defaults under its debt agreements.  As of July 31, 2005, the
Company had $10 million and $2 million available under its senior
secured revolving credit facility and letters of credit facility,
respectively.

                About Portrait Corporation

Portrait Corporation of America, Inc., is the largest operator of
retail portrait studios in North America and one of the largest
providers of professional portrait photography products and
services in North America based on sales and number of customers.  
Operating under the trade name Wal-Mart Portrait Studios, the
Company is the sole portrait photography provider for Wal-Mart
Stores, Inc.  As of January 30, 2005, the Company operated 2,401
permanent portrait studios in Wal-Mart discount stores and
supercenters in the United States, Canada, Mexico, Germany and the
United Kingdom and provided traveling services to approximately
1,000 additional Wal-Mart store locations in the United States.  
The Company also serves other retailers and sales channels with
professional portrait photography services.


PRESTWICK CHASE: APC Partners Wants Trustee or Examiner Appointed
-----------------------------------------------------------------
APC Partners II, LLC, owed $4.2 million, is a secured creditor of
the bankruptcy estates of Prestwick Chase, Inc., and its
President, Frederick J. McNeary, Sr.

APC's collateral includes junior mortgage liens on Prestwick's
real property including its senior living facility and junior
mortgage liens on various parcels of commercial rental properties
owned by Mr. McNeary.

                      Discovery Process

APC, with the Court's leave, conducted a discovery proceeding and
a two-day site visit to Prestwick's senior living facility.   Pat
Schultz and Kent Phillips, APC's consultants, made the inspection
and concluded that the facility is seriously mismanaged.

The discovery process uncovered disturbing information:

   a) Prestwick's prepetition misappropriation of over $300,000
      in tenant security deposits;

   b) failure to disclose, postpetition, its liability in this
      regard in its bankruptcy schedules;

   c) failure to disclose financial information such as bank
      records, accurate rent rolls, provide certifications of
      financial disclosures;

   d) non disclosure in both of Prestwick and Mr. McNeary's
      schedules like potential fraudulent conveyances;

   e) failure to file the required statement of financial affairs
      in Prestwick's case;

   f) improper payments of Prestwick to or for the benefit of
      insiders;

   g) lack of financial controls and lack of data access
      security;

   h) failure to present and address important issues concerning
      compliance with Prestwick's Planned Unit Development
      District and other land use matters and infrastructure
      concerns which could greatly impact the value of
      Prestwick's assets;  Frederick McNeary, Jr. (Prestwick's
      manager) estimated that the cure amount for these
      violations is approximately $2 million;

   i) failure to disclose in its bankruptcy schedules,
      Prestwick's liability in the land use violations;

   j) Mr. McNeary Sr.'s failure to acknowledge or act upon
      meritorious and valuable causes of action involving his
      home in Saratoga Springs and golf community condominium in
      the Palm Beach area of Florida;

   k) management inexperience in Prestwick's business; and

   l) failure to file a plan of reorganization.

Based on these reasons, APC asks the U.S. Bankruptcy Court for the
Northern District of New York to appoint a chapter 11 trustee in
both of the Debtors' cases or, in the alternative, appoint an
examiner with expanded powers who can perform any other duties of
a trustee that the Court orders the debtor-in-possession not to
perform.  These duties include:

   a) accurate scheduling of the Debtors' liabilities and assets;

   b) accurate, certified financial reporting; and

   c) cooperation with all creditors who seek information about
      the Debtors' operations, management and other activities
      relevant to the Debtors' chapter 11 cases.

APC Partners is represented by:

         Paul A. Levine, Esq.
         Lemery Greisler LLC
         50 Beaver Street
         Albany, New York 12207
         Tel: 518-433-8800
         
Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing and  
independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


R. H. DONNELLEY: Moody's Places Low-B Debt Ratings on Review
------------------------------------------------------------
Moody's Investors Service placed all ratings of R. H. Donnelley
Inc. and Dex Media, Inc. on review for possible downgrade.  
Details of the rating actions are outlined below:

Ratings placed on review for possible downgrade:

R.H. Donnelley Inc.:

   * $175 million senior secured revolving credit facility,
     due 2009 -- Ba3

   * $544 million senior secured tranche A term loan
     due 2009 -- Ba3

   * $1,433 million senior secured tranche D term loan,
     due 2011 -- Ba3

   * $325 million 8 7/8% senior notes, due 2010 -- Ba3

   * $600 million 10 7/8% subordinated notes, due 2012 -- B2

R.H. Donnelley Corporation:

   * $300 million senior unsecured notes, due 2013 -- B3
   * Corporate Family rating -- Ba3

Dex Media, Inc.:

   * $570 million 9% senior discount notes, due 2013 -- B3
   * $500 million 8% cash pay unsecured notes, due 2013 -- B3
   * Corporate Family rating -- Ba3

Dex Media East LLC:

   * $916 million senior secured credit facility -- Ba2

   * $450 million 9.875% senior unsecured notes, due 2009 -- B1

   * $341 million 12.125% senior subordinated notes,
     due 2012 -- B2

Dex Media West LLC:

   * $1,409 million senior secured credit facility -- Ba2
   * $385 million 8.5% senior unsecured notes, due 2010 -- B1
   * $300 million 5 7/8% senior unsecured notes, due 2011-- B1
   * $762 million 9.875% senior subordinated notes, due 2013 -- B2

The rating action follows the companies' announcement that R. H.
Donnelley has entered into a definitive agreement to acquire Dex
Media, Inc. in a transaction valued at approximately $9.5 billion,
including $2.4 billion in stock, $1.8 billion in cash, and the
assumption of approximately $5.5 billion in Dex's debt, in a
transaction which is expected to close by the end of March 2006.

The review will assess:

   1) the burden which the increased debt will place on the merged
      companies' financial profile;

   2) the pro-forma capital structure of R.H. Donnelley following
      the merger;

   3) the allocation of debt among the merged entity's issuers;
      and

   4) whether the acquisition will receive shareholder and
      regulatory approval and close in accordance with the
      announced terms and conditions.

In addition, the review will examine the combined companies'
ability to achieve synergies and attain targeted operational
growth and financial improvement post acquisition.

R.H. Donnelley has announced no specific detail regarding the
expected capital structure of the surviving entity, although it
has indicated its preference to maintain existing debt issues in
place.  However, Moody's expects that the five currently-rated
issuers, R.H.Donnelley Corporation, R.H. Donnelley Inc., Dex
Media, Inc., Dex Media East LLC, and Dex Media West LLC, will each
remain as separate issuers, supporting, as yet, unspecified
amounts of debt.

Moody's expects that its review will focus particularly upon the
notching implications of the surviving corporate structure.
Ratings on the surviving entity's debt are expected to encompass a
relatively wide range of ratings according to the structural and
contractual ranking of each debt instrument, as well as the direct
and indirect cash flows available to each issuer.  Moody's notes
that prior to this review, a four notch differential existed
between the Ba2 rating on Dex Media East LLC's senior secured
credit facility and the B3 rating on R.H. Donnelley Corporation's
senior notes.

Headquartered in Cary, North Carolina, R.H. Donnelley operates in
18 states with a total circulation of 28 million.  The company
recorded pro-forma adjusted 2004 revenues of $1.0 billion.

Headquartered in Englewood, Colorado, Dex Media, Inc. owns and
operates incumbent directories in 14 states.  The company recorded
2004 revenues of $1.6 billion.


RAILAMERICA INC: Completes $77.5 Million Railroad Acquisitions
--------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) completed its acquisition of four
short line railroads from Alcoa for a purchase price of
$77.5 million in cash.  The cash purchase price is based on
RailAmerica assuming a targeted working capital deficit.  
RailAmerica funded substantially all of the cash purchase price
through a $75 million increase in the term loan portion of its
existing senior secured credit facility.

The four railroads acquired serve Alcoa aluminum manufacturing
operations in Texas and New York and a former Alcoa owned
specialty chemicals facility in Arkansas.  For the twelve months
ended June 30, 2005, the four railroads handled 30,000 carloads,
generated revenue of $20.8 million, resulting in operating income
of $10.1 million and had depreciation and amortization expense of
$200,000.  The four railroads, which operate a total of 25 miles,
had capital expenditures of $50,000 for the twelve months ended
June 30, 2005.

RailAmerica has agreed to acquire the stock of the railroads under
Section 338(h) (10) of the Internal Revenue Code and will
therefore benefit from the stepped-up tax basis of the assets.

"We are pleased to have these four railroads and the dedicated
employees who serve them join RailAmerica," Charles Swinburn,
Chief Executive Officer of RailAmerica said.  "In addition to a
well maintained asset base and excellent customers, the railroads
have a history of strong cash flow generation.  RailAmerica
expects that the transaction will be accretive in the first year."

RailAmerica, Inc. (NYSE:RRA) is a leading short line and regional
rail service provider with 47 railroads operating approximately
8,875 miles in the United States and Canada. The Company is a
member of the Russell 2000(R) Index. Its website may be found at
http://www.railamerica.com/

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Ratings Services assigned its 'BB' secured debt  
rating and '1' recovery rating to RailAmerica Transportation  
Corp.'s term loan maturing in 2011, which is being increased from  
$313 million to $388 million.  The loan is guaranteed by parent  
RailAmerica Inc. (BB-/Positive/--).  

At the same time, Standard & Poor's affirmed its 'BB' secured debt  
rating and '1' recovery rating on RailAmerica Transportation  
Corp.'s $90 million revolving credit facility maturing in 2010 and  
RailAmerica Canada Corp.'s $37 million term loan due 2011 and  
RaiLink Canada Ltd.'s $10 million revolving credit facility due  
2010.  The $75 million increase in the credit facility is being  
used to complete an acquisition.  The 'BB-' corporate credit  
rating on parent RailAmerica Inc., which guarantees the credit  
facilities, is also affirmed.


RESI FINANCE: S&P Rates $5.427 Million Class B11 Security at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESI
Finance L.P. 2005-C/RESI Finance DE Corp. 2005-C's $162.799
million real estate synthetic investment securities series 2005-C.
     
The ratings are based on:

   * credit enhancement levels;

   * the transaction's shifting interest structure;

   * a legal structure designed to minimize potential losses to
     security holders caused by the insolvency of the issuer; and

   * the credit rating assigned to Bank of America N.A.
     ('AA/A-1+'), which is based on its obligations pursuant to
     the forward delivery agreement and the credit default swap
     agreement.
   
   
Ratings assigned:
   
RESI Finance L.P. 2005-C/RESI Finance DE Corp. 2005-C
   
          Class             Rating      Amount (mil $)
          -----             ------      --------------  
          B3                A                   54.266
          B4                A-                  17.365
          B5                BBB                 28.218
          B6                BBB-                 7.597
          B7                BB                  24.963
          B8                BB-                  8.683
          B9                B+                  10.853
          B10               B                    5.427
          B11               B-                   5.427


RESORTS INT'L: S&P Lowers Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Resorts International Holdings LLC, including its corporate credit
rating, to 'B' from 'B+'.  At the same time, Standard & Poor's
removed the ratings from CreditWatch, where they were placed on
September 16, 2005, with negative implications.  The outlook is
stable.
      
"The CreditWatch resolution and downgrade follow disappointing
operating performance for the quarter ended June 30, 2005, which
was lower than originally anticipated and will now lead credit
measures to remain weak for the previous ratings for a prolonged
period of time," said Standard & Poor's credit analyst Peggy Hwan.

The decline in year-over-year performance primarily resulted from
increased promotional activity in both Atlantic City and East
Chicago, and tough market conditions continuing to impact the
Tunica market.
     
The ratings on Resorts International Holdings LLC reflect its
highly leveraged capital structure and relatively small portfolio
of casino properties.  Resorts was formed by Los Angeles-based
private investment firm, Colony, to fund the $1.2 billion
acquisition of four casinos:

   * Harrah's East Chicago and Harrah's Tunica from
     Harrah's Entertainment, and

   * the Atlantic City Hilton and Bally's Saloon Tunica from
     Caesars Entertainment.  

The acquisition was consummated in April 2005 using proceeds from
its credit facility, along with $326 million in equity contributed
by Colony and affiliates.  Since that time, an additional $5
million of equity was contributed, with another $14 million
expected to be contributed over the next few weeks.


RIO DEV: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Rio Dev. Corporation
        515 Congress Avenue, Suite 1790
        Austin, Texas 78701

Bankruptcy Case No.: 05-16286

Chapter 11 Petition Date: October 3, 2005

Court: Western District of Texas (Austin)

Debtor's Counsel: Eric R. Borsheim, Esq.
                  Law Office of Eric R. Borsheim
                  1601 Rio Grande, Suite 360
                  Austin, TX 78701
                  Tel: (512) 479-7068
                  Fax: (477) 477-0741

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RITE AID: New Credit Agreement Imposes Fixed Charge Coverage Test
-----------------------------------------------------------------
As reported earlier this week in the Troubled Company Reporter,
Rite Aid Corporation entered into a THIRD AMENDMENT AND
RESTATEMENT, dated as of September 30, 2005, to the CREDIT
AGREEMENT dated as of June 27, 2001 (as amended, restated,
supplemented or otherwise modified from time to time) with:

   -- a group of unidentified lenders from time to time party
      thereto,

   -- Citicorp North America, Inc., as administrative agent and
      collateral processing co-agent,

   -- JPMorgan Chase Bank, N.A., as syndication agent and
      collateral processing co-agent,

   -- Bank of America, N.A., as co-documentation agent and
      collateral agent,

   -- Wells Fargo Foothill, LLC, as co-documentation agent, and
   
   -- General Electric Capital Corporation, as co-documentation
      agent.

The Third Amendment provides the retailer with access to up to
$1.75 billion of revolving credit.  Previously, the company's
senior secured credit facility consisted of a $446.6 million term
loan and $34 million outstanding under a $950 million revolving
credit facility.  After closing on September 30, 2005, the amount
outstanding on the revolver was $477 million.

Rite Aid promises the Lenders that it will not permit its
Consolidated Fixed Charge Coverage Ratio -- the ratio of (x)
Consolidated EBITDA plus Consolidated Rent less Consolidated
Capital Expenditures to (y) Consolidated Interest Charges plus
Consolidated Rent plus cash dividends (not to exceed $60,000,000
in any fiscal year to holders of certain Preferred Stock) -- to be
fall below:
                                                      Minimum
                                                    Consolidated
                                                    Fixed Charge
      For the Four Fiscal Quarter Period           Coverage Ratio
      ----------------------------------           --------------
   May 29, 2005 through August 27, 2005             1.05 to 1.00
   August 28, 2005 through November 26, 2005        1.05 to 1.00
   November 27, 2005 through March 4, 2006          1.10 to 1.00
   March 5, 2006 through June 3, 2006               1.10 to 1.00
   June 4, 2006 through September 2, 2006           1.10 to 1.00
   September 3, 2006 through December 2, 2006       1.10 to 1.00
   December 3, 2006 through March 3, 2007           1.15 to 1.00
   March 4, 2007 through June 2, 2007               1.15 to 1.00
   June 3, 2007 through September 1, 2007           1.15 to 1.00
   September 2, 2007 through December 1, 2007       1.15 to 1.00
   December 2, 2007 through March 1, 2008           1.15 to 1.00
   March 2, 2008 through May 31, 2008               1.20 to 1.00
   June 1, 2008 through August 30, 2008             1.20 to 1.00
   August 31, 2008 through November 29, 2008        1.20 to 1.00
   November 30, 2008 through February 28, 2009      1.20 to 1.00
   March 1, 2009 through May 30, 2009               1.25 to 1.00
   May 31, 2009 through August 29, 2009             1.25 to 1.00
   August 30, 2009 through November 28, 2009        1.25 to 1.00
   November 29, 2009 through February 27, 2010      1.25 to 1.00
   February 28, 2010 through May 29, 2010           1.25 to 1.00
   May 30, 2010 through August 28, 2010             1.25 to 1.00
   August 29, 2010 through November 27, 2010        1.25 to 1.00

Skadden, Arps, Slate, Meagher & Flom LLP, serves as counsel to
Rite Aid.  

A full-text copy of the Amended Credit Agreement is available for
free at http://ResearchArchives.com/t/s?220

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of $16.8 billion and approximately
3,350 stores in 28 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Sept 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

While liquidity over the next twelve months is adequate, revision
of the outlook to negative on Rite Aid's long-term debt ratings
reflects Moody's concern that operating results have stabilized at
a level insufficient to fully fund fixed charges such as debt
service, cash preferred stock dividends, and capital investment,
as well as the company's weak operating performance relative to
higher rated peers.

This rating is lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Ratings affirmed are:

   -- $860 million 2nd-lien senior secured notes (comprised of 3
      separate issues) at B2;

   -- $1.28 billion of senior notes (comprised of 8 separate
      issues) at Caa1;

   -- $250 million of 4.75% convertible notes (2006) at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


RITE AID: Reports $1.6-Mil. Net loss for Quarter Ending Aug. 27
---------------------------------------------------------------
Rite Aid Corporation delivered its quarterly report on Form 10-Q
for the quarter ending August 27, 2005, to the Securities and
Exchange Commission on October 3, 2005.  

The Company reported a $1.6 million net loss on $4.1 billion of
net revenues for the quarter ending August 27, 2005.  Net income
for the period ending August 28, 2004, was $9.9 million.

The Company's operating results were impacted by a decline in
gross profit and margin and an increase in selling, general and
administrative expenses.  The impact of these items was partially
offset by a decrease in store closing and impairment charges and
interest expense.  The Company's operating results were also
impacted by a charge of $9.2 million that was recorded in
connection with the early redemption of its 11.25% Senior Notes
due July 2008.

On July 15, 2005, the Company completed the early redemption of
all of its outstanding $150.0 million aggregate principal amount
of 11.25% notes due July 2008 at their contractually determined
early redemption price of 105.625%.  It funded this redemption
with borrowings under its receivable securitization agreements.  
The Company recorded a loss on debt modification of $9.2 million
related to this transaction.

At August 27, 2005, the Company's balance sheet shows $5.7 billion
in total assets and $5.4 billion in aggregate debt.  At
August 27, 2005, the Company's equity widened to $349.4 million
from a $322.9 million at February 26, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?21f

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of $16.8 billion and approximately
3,350 stores in 28 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Sept 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

While liquidity over the next twelve months is adequate, revision
of the outlook to negative on Rite Aid's long-term debt ratings
reflects Moody's concern that operating results have stabilized at
a level insufficient to fully fund fixed charges such as debt
service, cash preferred stock dividends, and capital investment,
as well as the company's weak operating performance relative to
higher rated peers.

This rating is lowered:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Ratings affirmed are:

   -- $860 million 2nd-lien senior secured notes (comprised of 3
      separate issues) at B2;

   -- $1.28 billion of senior notes (comprised of 8 separate
      issues) at Caa1;

   -- $250 million of 4.75% convertible notes (2006) at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


ROBEWORKS INC: Names Todd Davis Chairman of the Board
-----------------------------------------------------
Vencor International, Inc. (Other OTC:VNCO.PK), the parent company
of Robeworks Inc., appointed Todd Davis as Chairman of the Board
of Directors.  Mr. Davis will help direct the future course of the
Company, and represent the interests of the shareholders and the
public entity.

Vencor and Robeworks anticipate emerging from Chapter 11
bankruptcy protection in the near term.

Headquartered in Los Angeles, California, Robeworks Inc. --  
http://www.robeworks.com/-- designs and manufactures luxurious    
bathrobes specifically for the luxury hotel and spa markets.  The  
Company filed for chapter 11 protection on Aug. 24, 2005 (Bankr.  
C.D. Calif. Case No. 05-29275).  Robert B. Shanner, Esq., at  
Shanner & Shanner, represents the Debtor in its restructuring  
efforts.  When the Debtor filed for protection from its creditors,  
it estimated between $1 million to $10 million in assets and  
debts.


ROCK-TENN COMPANY: Closes Marshville Folding Carton Facility
------------------------------------------------------------
Rock-Tenn Company (NYSE: RKT) reported its decision to close its
Marshville, North Carolina, folding carton plant in the second
quarter of fiscal 2006.  Rock-Tenn will transfer the majority of
the Marshville facility's current production to its Marion and
McDowell plants, which are also located in North Carolina.

Mike Kiepura, Executive Vice President - Folding Carton division,
stated, "As a result of the Gulf States acquisition, we are
currently operating three folding carton plants that manufacture
high value adding - packaging in a small geographic area.
Consolidating operations in Marion and McDowell will enable the
company to best service its diverse customer base and optimize its
network of manufacturing facilities."

Of the $4.6 million in total closing costs expected to be
inccured, Rock-Tenn Company expects to incur cash operating and
restructuring costs of approximately $1.7 million, which will
include severance and relocation costs.

The Marshville closure is expected to generate approximately $2
million of annualized synergies that will contribute to the $20
million of synergies that Rock-Tenn expects to realize following
its acquisition of Gulf States' paperboard and packaging
businesses.

Rock-Tenn Company provides a wide range of marketing and packaging
solutions to consumer products companies at low costs, with
combined pro forma net sales of $2.1 billion and operating
locations in the United States, Canada, Mexico and Chile.  The
Company is one of North America's leading manufacturers of
packaging products, merchandising displays and bleached and
recycled paperboard.

                        *     *     *

The Company's 5-5/8% Senior Notes due Mar. 15, 2013 carries
Standard & Poor's Ratings Services B+ rating.


ROUNDY'S SUPERMARKETS: Buying Back 8-7/8% Notes in Tender Offer
---------------------------------------------------------------
Roundy's Supermarkets, Inc. commenced a tender offer for all of
its outstanding 8-7/8% Senior Subordinated Notes due 2012.  In
connection with the tender offer, the Company is also seeking
consents to certain proposed amendments with respect to the
indenture governing the Notes.

The purpose of the Consent Solicitation is to eliminate
substantially all of the restrictive covenants and default
provisions contained in the indenture.  Holders who desire to
tender their Notes must consent to the proposed amendments and
holders may not deliver consents without tendering the related
Notes.  The tender offer is conditioned upon, among other things:

   -- the Company obtaining sufficient financing through entering
      into new credit facilities and/or debt capital market
      transactions satisfactory to the Company in its sole
      discretion; and

   -- the receipt of the requisite consents to adopt such proposed
      amendments.

The Transactions are part of the Company's overall plan to
recapitalize and to refinance the Company's existing debt, and to
pay a substantial dividend to the Company's stockholder.  The
Company reserves the right to extend, amend or terminate the
Tender Offer and Consent Solicitation at any time.

The Consent Solicitation will expire at 5:00 p.m., New York City
time, on Oct. 18, 2005, unless extended.  The Tender Offer will
expire at 12:00 Midnight, New York City time, on Nov. 1, 2005, ,
unless extended.

Holders who validly tender Notes and deliver consents on or prior
to the Consent Date will be eligible to receive the total
consideration, which includes a consent payment of $30.00 per
$1,000 principal amount of notes.  Holders who validly tender
Notes after the Consent Date, but on or prior to the Expiration
Date, will be eligible to receive the purchase price, which is the
total consideration less the Consent Payment.  In addition,
holders who validly tender and do not withdraw their Notes in the
tender offer will receive accrued and unpaid interest from the
last interest payment date up to, but not including, the date
payment is made for such Notes.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not revoked on or prior to the Consent Date
will be an amount in cash equal to the price, calculated in
accordance with standard market practice, based on the assumptions
that the Notes will be redeemed at $1,044.38 per $1,000 principal
amount of Notes on June 15, 2007 (the first optional redemption
date with respect to the Notes) and that the yield to the earliest
redemption date is equal to the sum of:

     (a) the yield to maturity on the 3.625% U.S. Treasury Note
         due June 30, 2007, as calculated by the Dealer Managers,
         based on the bid side price of such security as of 11:00
         a.m., New York City time, on the fourth business day
         prior to the scheduled expiration date of the Tender
         Offer, plus:

     (b) a fixed spread of 0.50% (50 basis points).

Holders who validly tender (and do not validly withdraw) their
Notes will also be paid accrued and unpaid interest up to, but not
including, the date of payment for the Notes.

Bear, Stearns & Co. Inc. and Goldman, Sachs & Co. are acting as
dealer managers for the Tender Offer and as solicitation agents
for the Consent Solicitation.  Questions about the Tender Offer or
the Consent Solicitation may be directed to the Global Liability
Management Group at Bear, Stearns & Co. Inc. at (877) 696-2327
(toll-free) or (212) 272-5112 (collect) or the Credit Liability
Management Group at Goldman, Sachs & Co. at (800) 828-3182 (toll-
free) or (212) 357-8664 (collect).  D.F. King & Co., Inc. has been
appointed as the information agent and tender agent for the Tender
Offer and Consent Solicitation.  Persons who would like a copy of
the Offer to Purchase and Consent Solicitation Statement or with
questions regarding the offer or procedures for tendering their
notes should contact the information and tender agent at D.F. King
& Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005,
telephone: (888) 628-9011.

Roundy's Supermarkets, Inc. -- http://www.roundys.com/-- operates  
133 retail grocery stores under the Pick 'n Save, Copps and
Rainbow Foods banners in Wisconsin, Minnesota and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Ratings Services placed the ratings on Roundy's
Supermarkets Inc., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications.  Total debt at July 2,
2005, was $473 million.

"The CreditWatch placement follows the company's announcement that
it is undertaking a refinancing of substantially all of its
existing debt," said Standard & Poor's credit analyst Stella
Kapur.


SAINT VINCENTS: Panel Retains Houlihan Lokey as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Southern District of New
York for authority to retain Houlihan Lokey Howard & Zukin
Capital, Inc., as its financial advisor.

According to Matthew R. Niemann, managing director at Houlihan
Lokey, the firm is one of the leading investment bankers and
advisors to debtors and other parties-in-interest involved in
financially distressed companies, both in and outside of
bankruptcy.

Pursuant to an engagement letter between the parties, dated as of
July 18, 2005, Houlihan Lokey will:

   (a) evaluate the assets and liabilities of the Debtors;

   (b) analyze and review the financial and operating statements
       of the Debtors;

   (c) analyze the business plans and forecasts of the Debtors;

   (d) evaluate all aspects of the Debtors' near term liquidity,
       including all available financing alternatives;

   (e) provide specific valuation or other financial analyses
       as the Creditors Committee may require in connection with
       the financial restructuring;

   (f) represent the Creditors Committee in negotiations with the
       Debtors and third parties;

   (g) assess the financial issues and options concerning any
       proposed transactions;

   (h) analyze and explaining any transaction to the Creditors
       Committee and its professionals; and

   (i) provide testimony before the Bankruptcy Court as
       reasonably requested  by the Creditors Committee and
       its counsel.

Houlihan Lokey will be paid:

   -- a $150,000 monthly cash fee commencing on July 18, 2005;
      and

   -- a transaction fee equal to 1% of the Unsecured Creditor
      Recoveries on the effective date of a plan of
      reorganization or the date on which unsecured creditors
      receive consideration on or subsequent to a Structured
      Dismissal.

The firm will also be reimbursed for its out-of-pocket expenses.

The Transaction Fee will be reduced by percentages of the
installments of monthly fees paid to Houlihan Lokey:

          Monthly Fee Installment     % of Monthly Fee Offset
          -----------------------     -----------------------
           Months 13 through 24         15% of Monthly Fees
           Months 25 through 30         30% of Monthly Fees
           Months 31 through 36         45% of Monthly Fees
           Months 37 and beyond         30% of Monthly Fees

If any portion of the Unsecured Creditor Recoveries is payable in
non-cash consideration, then at the Creditors Committee's
election, a portion of Houlihan Lokey's Transaction Fee may be
reduced with respect to non-cash portion;

The parties have agreed to indemnify each other in connection
with the Engagement.

Mr. Niemann assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, in that, the firm:

   (a) is not a creditor or insider of the Debtors;

   (b) is not and was not an investment banker for any
       outstanding security of the Debtors;

   (c) has not been, within three years before the Petition Date:

       * an investment banker 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; and

   (d) is not, and was not, within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       of any investment banker.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAKS INC: Earns $16.2 Million of Net Income in First Quarter 2005
-----------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) filed its Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 2005, with the
Securities and Exchange Commission.  Preliminary first quarter
results were released on May 17, 2005.

The Company operates two business segments, Saks Department Store
Group and Saks Fifth Avenue Enterprises.  SDSG consists of the
Company's department stores under the Parisian, Younkers,
Herberger's, Carson Pirie Scott, Bergner's, and Boston Store
nameplates and Club Libby Lu specialty stores.  SFAE is comprised
of Saks Fifth Avenue luxury department stores, Saks Off 5th outlet
stores, and saks.com.

The Company did not timely file its First Quarter 10-Q primarily
due to the delayed Sept. 1, 2005, filing of the Company's Annual
Report on Form 10-K.  Prior period financial information contained
in this release has been restated to reflect adjustments primarily
related to the improperly collected markdown allowances at an SFAE
merchandising division as well as to the timing of recording of
vendor markdown allowances and lease accounting methods (related
to accounting for rent holidays, tenant allowances, and symmetry
of lease terms).  

                     Earnings Overview

Saks Incorporated recorded net income of $16.2 million for the
first quarter ended April 30, 2005.  On May 17, 2005, the Company
announced preliminary net income of $17.1 million.  The reductions
from the preliminary numbers primarily relate to a legal reserve
established for a Sept. 23, 2005, court ruling on a severance-
related lawsuit.

The current year first quarter net income included a net gain of
$1.4 million (net of taxes), primarily related to the disposition
of closed stores. The quarter also included approximately
$2.2 million (net of taxes) of expenses associated with the
investigation of improperly collected markdown allowances.

In the prior year, the Company recorded net income of
$20.2 million for the first quarter ended May 1, 2004.  The prior
year quarter included charges of $2.6 million (net of taxes)
related to property impairments.

Items not allocated to the business segments are comprised of the
cost of services performed on behalf of the entire company and
those items not considered by corporate management in assessing
segment operating performance, such as impairments, gains or
losses on long-lived assets, certain store closing charges, and
certain severance costs.

The Company ended the quarter with approximately $290 million of
cash on hand and no borrowings on its $800 million revolving
credit facility.  Total debt at April 30, 2005, was approximately
$1.35 billion, and debt-to-capitalization was 38.9%.

         Second Quarter Earnings Release and 10-Q Filing

The Company intends to file its Quarterly Report on Form 10-Q for
the second quarter ended July 30, 2005, by mid-October 2005.  
Immediately following the filing and release of second quarter
earnings, management will hold a conference call to discuss second
quarter and year-to-date performance.

Saks Incorporated operates Saks Fifth Avenue Enterprises, which
consists of 55 Saks Fifth Avenue stores, 50 Saks Off 5th stores,
and http://www.saks.com/The Company also operates its Saks   
Department Store Group with 181 department stores under the names
of Parisian, Younkers, Herberger's, Carson Pirie Scott, Bergner's,
and Boston Store and 53 Club Libby Lu specialty stores.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2005,  
Moody's Investors Service changed the direction of Saks Inc.
review to on review for possible upgrade from on review for
possible downgrade as a result of the company effectively curing
the defaults triggered by its failure to timely file its fiscal
year end financial statements, as well as its improved liquidity
as a result of a significant asset sale:

   * Corporate family of B2;

   * Senior unsecured debt guaranteed by operating
     subsidiaries of B2;

As reported in the Troubled Company Reporter on July 22, 2005,  
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Saks Inc. to 'B+' from 'CCC+' to
reflect the successful completion of a tender offer that reduced
debt by $585 million.  The ratings remain on CreditWatch with
developing implications.


SHAW GROUP: Credit Facility Increased to $550 Million
-----------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) disclosed the closing of an
amendment to increase its current credit facility to $550 million,
an increase of $100 million.  The entire $550 million is available
for performance letters of credit and up to $325 million is
available for working capital revolving credit loans.  The
amendment is effective immediately and the credit facility
expiration date remains unchanged at April 25, 2010.

"The past several months have been very active for Shaw," Robert
L. Belk, Jr., Executive Vice President and Chief Financial Officer
of Shaw, said.  "We are extremely pleased to have announced a
number of significant contracts recently including awards by PPL,
Duke Energy, SHARQ, FEMA, the U.S. Army Corps of Engineers, and
the most recent award by CLECO.  This amendment to our credit
facility will enhance our financial flexibility and capabilities
to meet the needs of our customers and successfully pursue
additional business opportunities in the end markets we serve,
particularly in the energy, chemical, and emergency response
sectors."

Headquartered in Baton Rouge, Louisiana, The Shaw Group Inc. --
http://www.shawgrp.com/-- is a leading global provider of  
technology, engineering, procurement, construction, maintenance,
fabrication, manufacturing, consulting, remediation, and
facilities management services for government and private sector
clients in the energy, chemical, environmental, infrastructure and
emergency response markets.  The Company, with over $3 billion in
annual revenues, employs approximately 20,000 people at its
offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region.  The Company was
recently named to Fortune magazine's annual list of "America's
Most Admired Companies" for the second consecutive year.

                        *     *     *

As reported in the Troubled Company Reporter on July 29, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on engineering and construction services provider The Shaw
Group Inc. to 'BB' from 'BB-' and removed it from CreditWatch,
where it was placed with positive implications in April 2005.  S&P
said the outlook is stable.


SKYWAY COMMS: SEC and FBI Investigations Underway
-------------------------------------------------
Alexis Muellner, writing for the Tampa Bay Business Journal
reports that the Securities and Exchange Commission is
investigating Skyway Communications Holdings Corp. in connection a
federal lawsuit alleging misuse of millions of dollars and
securities fraud.  

Mr. Muellner also reports that the FBI are also interested in the
names of the Talib group.  Brent C. Kovar, the Debtors' president
and CEO told Mr. Muellner that some of those names have a red
flag.

Mr. Muellner adds that the FBI will neither confirm nor deny that
investigations are underway.

As previously reported in the Troubled Company Reporter on
Aug. 9, 2005, a consortium of lenders known as the Talib Parties
asked the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division, to dismiss the chapter 11 case filed by
SkyWay Communications Holding Corp. fka I-Telecom, Inc., fka
Mastertel Communications Corp.

                     Abuse of Judicial Process

The Talib group charges that SkyWay's bankruptcy petition was
filed in bad faith.  They argue that the Debtor's behavior, before
and after the bankruptcy filing, clearly speaks of abuse of the
judicial system.  This abuse includes intentional violation of
numerous District Court orders, the creditors contend.  Also, the
Debtor's counsel, David W. Steen, Esq., of Tampa, has now sought
to withdraw from the proceeding as a result of the Court's refusal
to permit Skyway to transfer an asset to his name.

                   Inability to Effectuate a Plan

The Talib Parties point out that the Debtor is out of business.  
That said, it's impossible for SkyWay to effectuate a chapter 11
plan.  

The Talib group urges the Bankruptcy Court to dismiss the case to
enforce the District Court's orders which will expose the illegal
and fraudulent conduct of the officers in running the Debtor's
business and handling of its assets.

The Talib group is comprised of:  

              * Nuwave Limited,
              * Omar S. Bangaitah,
              * Ahmed Salem Bugshan,
              * Ahmad M. Al Ajlan,
              * Ali Al Sabah,
              * Castle Bridge Investors Ltd.,
              * Ibrahim Al Therban,
              * International Financial Advisors K.S.C.C.,
              * Khalid Al Attal,
              * Kuwait Investment Company,
              * Kuwait Real Estate Company,
              * Q Invest Inc.,
              * Madi M. Haider,
              * Mohammad H. Al Dall,
              * Nedal Al Massoud,
              * Osama A Al Abduljaleel,
              * Mahmoud H. Haider,
              * Pearl of Kuwait Real Estate Co.,
              * Saleh Al Salmi
              * Taiba Group, Inc.,
              * Therfield Holdings,
              * Waleed A. Al Essa,
              * Yasser Zakaria Al Nahhas,
              * Yousef Al Saleh, and
              * Nazar F. Talib.

Headquartered in Clearwater, Florida, SkyWay Communications
Holding Corp. fka I-Teleco.com, Inc., fka Mastertel Communications
Corp. -- http://www.skywaynet.us/-- develops ground to air in-  
flight aircraft communication.  The Debtor filed for chapter 11
protection on June 14, 2005 (Bankr. M.D. Fla. Case No. 05-11953).  
When the Debtor filed for protection from its creditors, it listed
$1 million to $10 million in assets and $10 million to $50 million
in debts.


STELCO INC: Court Extends Stay Period & Authorizes Agreements
-------------------------------------------------------------
The Superior Court of Justice (Ontario) authorized Stelco Inc.
(TSX:STE) to:

   -- enter into the previously announced agreements with each of
      the Province of Ontario, Tricap Management Limited and USW  
      Locals 8782 (Lake Erie) and 5220 (AltaSteel); and

   -- hold creditor meetings on Nov. 15, 2005, to consider and
      vote on a restructuring plan.

"This is positive news for the Company, for our stakeholders and
for the process itself," Courtney Pratt, Stelco President and
Chief Executive Officer, said.  "Our focus now turns to working
with creditors in search of a deal they can support while
retaining the support of the other stakeholders who are onside.  
We'll do everything we can to achieve an outcome that all parties
can support."

                      Tricap Agreement

Stelco filed its restructuring agreement with Tricap Management
Limited in the Ontario Court on Sept. 28.  Under the agreement,
Tricap will provide Stelco with a $350 million secured revolving
term loan and a standby commitment to support a rights offering
for Secured Convertible Notes to be issued by Stelco that will
generate $75 million in proceeds.  The rights offering may
generate an additional $25 million proceeds if Tricap exercises
its option to purchase additional Secured Convertible Notes.

                     Restructuring Plan

Stelco filed an updated draft restructuring plan with the Court on
Sept. 30.  The amendments contained in the updated draft plan
filed include refinements to the terms of the securities to be
issued under the plan and changes that are mainly technical in
nature.  The principal elements of the draft plan remain in place.

Under the restructuring agreement, the Province will invest
$100 million towards an upfront contribution to the Company's
pension plans.  It has also agreed to a schedule of fixed annual
cash payments the Company will make into the plans through 2015.
This formula will replace section 5.1 of the Regulation under the
Pension Benefits Act.  In return, the Province and the Company
have agreed that Stelco will increase its proposed upfront
contribution to the pension plans to $400 million from the
$200 million contained in the Company's July plan outline.

The restructuring agreement with the Province is conditional on
the conclusion of a funding arrangement with Tricap to provide up
to $450 million in new financing and on the Company entering into
a Memorandum of Agreement with each of USW Locals 8782 and 5220.

                       Stay Extension

The Court also extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.


TENET HEALTHCARE: Selling Two Facilities to Karykeion for $3 Mil.
-----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported that a company
subsidiary has entered into a definitive agreement to sell two-
campus, 190-bed Community & Mission Hospitals of Huntington Park
in Huntington Park, Calif., to Karykeion, Inc., a privately held
corporation that includes physicians from the hospitals.  The two
facilities are 81-bed Community Hospital of Huntington Park and
109-bed Mission Hospital of Huntington Park.

Net after-tax proceeds, including the liquidation of working
capital, are estimated to be approximately $3 million.  The
company expects to use the proceeds of the sale for general
corporate purposes.

Karykeion, Inc., based in North Hollywood, Calif., is a physician-
owned company formed to acquire and operate the two Huntington
Park hospitals.  Karykeion includes a group of approximately 25
physicians who are currently on staff at Community & Mission
Hospitals.  Karykeion intends to continue the services currently
being offered at the hospital while assessing the opportunity for
adding new services that may be needed by the residents of
Huntington Park and surrounding communities.  And as part of the
agreement with Tenet, Karykeion has committed to offer employment
to substantially all employees of the two hospitals.  The
transaction is expected to conclude within the next several months
following completion of normal regulatory requirements and
provided certain contractual conditions are met.

Community & Mission Hospitals of Huntington Park are among 27
hospitals Tenet announced it was divesting on Jan. 28, 2004. When
this transaction closes, the company will have completed the
divestiture of all but two of the 27 facilities.  Discussions and
negotiations with potential buyers for the remaining two hospitals
slated for divestiture are ongoing.

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 01, 2005,
Moody's Investors Service placed the ratings of Tenet Healthcare
Corporation under review for possible downgrade.  This action
follows the company's announcement that it had received a notice
of default from approximately 31% of the holders ($139.9 million)
of its $450 million 6-7/8% senior unsecured notes due 2031.  


TOWER AUTOMOTIVE: Balance Sheet Upside-Down by $225.6M at Mar. 31
-----------------------------------------------------------------
Tower Automotive, Inc., delivered its quarterly report on Form
10-Q for the quarter ending March 31, 2005, to the Securities and
Exchange Commission on October 3, 2005.  

Revenues increased by $134.6 million, or 17.2%, during the three
months ended March 31, 2005 to $915.9 million from $781.2 million
during the three months ended March 31, 2004.

Gross profit for the quarter was $64.8 million.  Gross margin for
the quarter ended March 31, 2005 was 7.1% compared to 7.8% for the
comparable period of 2004.  

Selling, general and administrative expenses increased by
$9.1 million, or 26.5%, to $43.2 million during the three months
ended March 31, 2005 from $34.2 million for the corresponding
period of 2004.

Interest expense, net increased by $12.2 million, or 38.8%,
to $43.7 million during the 2005 period in comparison to
$31.5 million in the 2004 period.

On February 2, 2005, the Company and 25 of its U.S. affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code.  During the three months ended March 31, 2005,
Chapter 11 and related reorganization costs amounted to
$41.6 million.

The Company recognized income tax expense of $6.1 million, despite
a $95.6 million pre-tax loss, during the three months ended
March 31, 2005 in comparison to the recognition of income tax
expense of $0.5 million in relation to pre-tax income of $0.6
million for the corresponding period of 2004.

Equity in earnings of joint ventures, net of tax increased by
$0.8 million, or 23.7%, to $4.3 million during the three months
ended March 31, 2005 from $3.4 million during the three months
ended March 31, 2004.

The Company recognized a net loss of $98.8 million during the
first three months of 2005 compared to net income of $12 million
in the corresponding period of 2004.  The net loss for the 2005
period was primarily attributable to the Chapter 11 and related
reorganization items, the significant decline in operating
results, the increase in interest expense, net and the provision
for income taxes.

At March 31, 2005, the Company's balance sheet shows assets
amounting to $2.5 billion and debts aggregating $2.8 billion.  
As of March 31, 2005, the Company's equity deficit widened to
$225.6 million from a $120.9 million deficit at Dec. 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?221

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc. --
http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.


TOWER AUTOMOTIVE: Equity Deficit Tripled to $366.55M in Six Months
------------------------------------------------------------------
Tower Automotive, Inc. delivered its quarterly report on Form 10-Q
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on October 3, 2005.  

Revenues increased by $139.8 million, or 17.8%, during the three
months ended June 30, 2005 to $923.0 million from $783.2 million
during the three months ended June 30, 2004.

Gross margin for the quarter ended June 30, 2005 was 8.6% compared
to 8.8% for the comparable period of 2004. Gross profit increased
by $10.7 million, or 15.5%, to $79.4 million during the 2005
period compared to $68.7 million during the 2004 period.

Selling, general and administrative expenses increased by
$4.3 million, or 12.2%, to $39.4 million during the three months
ended June 30, 2005 from $35.1 million for the corresponding
period of 2004.

Interest expense, net decreased by $15.5 million, or 41.0%,
to $22.3 million during the 2005 period in comparison to
$37.9 million in the 2004 period.

On February 2, 2005, the Company and 25 of its affiliates filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code.  During the three months ended June 30, 2005, Chapter 11 and
related reorganization costs amounted to $103.3 million.

The Company recognized an unrealized loss on derivative of
$1.8 million in the quarter ended June 30, 2004.  The embedded
conversion option associated with the 5.75% Convertible Senior
Debentures, issued in May 2004, was bifurcated from the host debt
contract.

The Company recognized income tax expense of $9.7 million, despite
a $125.0 million pre-tax loss, during the three months ended
June 30, 2005 in comparison to an income tax benefit of $2.2
million on a pre-tax loss of $6.5 million for the corresponding
period of 2004.

Equity in earnings of joint ventures, net of tax decreased by
$1.3 million, or 36.9%, from $3.5 million during the three months
ended June 30, 2004 to $2.2 million during the three months ended
June 30, 2005.

Minority interest, net of tax decreased by $0.7 million, or 36.2%,
to $1.2 million during the three months ended June 30, 2005 from
$1.9 million during the corresponding period of 2004.

The Company recognized a net loss of $133.7 million during the
three months ended June 30, 2005 compared to a net loss of
$2.7 million during the three months ended June 30, 2004.

                 Liquidity and Capital Resources

During the first six months of 2005, the Company's cash
requirements were met through operations and a $725 million
commitment of debtor-in-possession financing.  At June 30, 2005,
the Company had available liquidity in the amount of
$241.6 million, which consisted of $51.6 million of cash on
hand and $190.0 million available for borrowing under the DIP
Financing.

As of June 30, 2005, the Company's balance sheet shows assets
amounting to $2.47 billion and debts totaling $2.84 billion.  
As of June 30, 2005, the Company's equity deficit tripled to
$366.55 million from a $120.93 million deficit at Dec.31, 2004.

The Company's management said continuation of the Company as a
going concern is contingent upon, among other things, its ability:

   (1) to comply with the terms and conditions of the DIP
       financing agreement;

   (2) to obtain confirmation of a plan of reorganization under
       the Bankruptcy Code;

   (3) to undertake certain restructuring actions relative to the
       Company's operations in North America;

   (4) to reduce unsustainable debt and other liabilities and
       simplify the Company's complex and restrictive capital
       structure through the bankruptcy process;

   (5) to return to profitability;

   (6) to generate sufficient cash flow from operations and;

   (7) to obtain financing sources to meet the Company's future
       obligations.

These matters create uncertainty regarding the Company's ability
to continue as a going concern.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the U.S. Bankruptcy Court for the Southern District of New York
extended the Company and its debtor-affiliates' exclusive period
to:

   (1) file a plan of reorganization through Jan. 27, 2006;
       and

   (2) solicit and obtain acceptances of that plan through
       March 29, 2006.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?222

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc. --
http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.


TUPPERWARE CORP: Moody's Rates $975 Million Facilities at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a new corporate family rating
of Ba2 to Tupperware Corporation, rated its proposed $975 million
senior secured credit facilities at Ba2, and left the Baa3 rating
on the $100 million of guaranteed, senior unsecured notes due in
2006 (issued by its financing subsidiary) on review for downgrade.

The new ratings, which are two notches lower than the rating on
the notes issued by its financing subsidiary, reflect the
substantial weakening of TUP's balance sheet and financial metrics
due to the predominately debt-financed acquisition of Sara Lee
Coporation's direct selling businesses.  The new rating levels
also recognize ongoing challenges in the legacy Tupperware
business and requisite integration and execution risks going
forward.  Moderating these concerns are the improved product and
geographic diversification afforded by:

   * the addition of SLD's leading consumable brands;
   * the complementary nature of the businesses; and
   * the alignment of management teams.

The rating outlook is stable.

These ratings were assigned:

  Tupperware Corporation:

     * Corporate family rating, Ba2;

     * $200 million senior secured revolving credit facility
       due 2010, Ba2;

     * $775 million senior secured term loan facility
       due 2012, Ba2.

These rating remains on review for downgrade:

  Tupperware Finance Company B.V.:

     * Baa3 rating on senior unsecured notes due in 2006
       guaranteed by Tupperware Corporation

Proceeds from the new term loan, along with cash and revolver
usage will fund:

   * the $557 million acquisition of SLD;

   * the discharging of the $100 million of 7.25% senior notes
     issued by Tupperware Finance Company B.V.; and

   * the prepayment of its unrated $150 million 7.91% senior notes
     (plus related fees and expenses).

The Baa3 rating on TUP's 7.25% senior notes, which remains on
review for possible downgrade, will be withdrawn upon completion
of the proposed transactions.

TUP's new ratings reflect the unfavorable impact of the high-
priced, debt-financed acquisition on its balance sheet and
financial profile.  The indicated purchase price represents an
8.4x multiple of SLD's July 2005 LTM EBITDA of around $66 million.
As such, TUP's debt-to-capitalization moves from 44% (pre-
acquisition July 2005) to around 72% on a pro forma basis, and
debt-to-EBITDA (based on Moody's standard adjustments) increases
from 2.4x to 4.1x.  Importantly, TUP does not intend to curtail
its $53 million dividend (subject to covenant compliance), which
suggests modest debt repayment prospects with pro forma free cash
flow in the mid-single digits as a percentage of debt.

Financial concerns are heightened by the execution risk that TUP
faces, including existing operating pressures and those related to
the SLD integration.  Moody's notes that the legacy Tupperware
business faces ongoing growth challenges in mature markets (such
as the United States) and is exposed to:

   * raw material and currency price volatility,
   * traditional retail and direct selling competition, and
   * discretionary spending trends.

Over the years, TUP has incurred restructurings and write-offs in
light of these developments and could require similar charges
going forward.  Challenges may also arise during the integration
of SLD, as the target's operations are larger and more widespread
than TUP's previous acquisitions, and could distract management or
consultants from their necessary focus on addressing important
existing initiatives, including the ongoing growth of
BeautiControl and the implementation of new marketing plans in the
United States.  Further, SLD has been publicly held for sale by
Sara Lee for several months now, creating an ideal environment for
competitors to attract its consultants.  As such, SLD may require
greater than anticipated investment to offset these pressures.

Notwithstanding these concerns, the acquisition also substantially
supports TUP's credit profile by increasing its consumable product
base and expanding its geographic footprint.  With the addition of
SLD's premium and market personal care brands, consumables will
increase from 10% to 35% of TUP's sales base following the
transaction.  

Further, TUP will reduce its exposure to Europe, moving from 79%
of profits to 58%, by adding SLD's strong positions in attractive
direct selling markets like Latin America and Asia.  Integration
risks cited above are moderately offset by TUP's plans to run SLD
as a distinct business unit, under the direction of its existing
management team.  In this regard, Moody's notes the retention of
Group President Simon Hemus, whose background is closely aligned
with TUP CEO Rick Goings.  Lastly, Moody's notes the relatively
favorable single-level consultant structure which exists in the
majority of the acquired businesses and which provides a
relatively greater level of operational control.

The ratings and stable outlook are also supported by Moody's
expectation that, despite existing and forthcoming challenges, the
combined business will comfortably meet its increased financial
burdens and produce substantial operating cash flows.  In this
regard, Moody's notes that similar to TUP, SLD has been a
consistent sales and profit generator over the past few years.  
The legacy Tupperware business has offset sales declines in
certain markets with growth in emerging markets and its
BeautiControl product line.

Further, restructuring efforts have begun to narrow profit losses
in North America and the company has recently implemented new
compensation and merchandising strategies to stem the decline in
consultants.  However, the stable outlook also recognizes that
TUP's dividend and capital spending plans will substantially
curtail actual debt reduction.  As such, the company may need to
rely on sales and profit growth to de-lever, which Moody's views
as challenging due to competitive, economic, and execution
concerns.  Alternatively, debt repayment could come from the
company's sale of its valuable Florida real estate, which has
yielded around $41 million in the last three to four years, and
could generate twice that amount in the next few years.

TUP is expected to have:

   * ample liquidity, with substantial availability on its
     $200 million revolving credit facility;

   * positive annual cash flows;

   * modest debt maturities ($8 million term loan amortization);
     and

   * sufficient cushions relative to financial maintenance
     covenants.

Based on Moody's standard adjustments (which include adjustments
for underfunded pension plans and operating leases), TUP's key pro
forma July 2005 ratios include debt-to-EBITDA of 4.1x, EBITDA less
capex-to-interest of 3.0x, and free cash flow-to-debt of 6%.
Moody's views these credit metrics as somewhat weakly positioned
in the Ba2 category, especially given company-specific challenges
and the above-average risk profile of direct sellers.  As such,
ratings are unlikely to be upgraded over the next year-to-eighteen
months.

Positive rating pressures could develop over the long-term through
successful integration of the SLD operations and broad-based
consultant and profit growth in the combined businesses, such that
debt-to-EBITDA approaches 3.0x, interest coverage remains over
3.0x, and free cash flow to debt is greater than 10%.  

Conversely, negative rating pressures could develop over the
coming year if integration challenges, macro-economic, or
competitive conditions result in lower profits and cash flows,
particularly if debt-to-EBITDA rises over 4.5x, interest coverage
falls below 2.5x, or borrowing levels increase.

The Ba2 rating on the senior secured credit facilities reflects
their priority position in the capital structure, as supported
asset and stock pledges and guarantees.  Domestic subsidiaries
will guarantee the debt and pledge substantially all of their
assets and capital stock to the facilities, including the valuable
trademarks.  Material foreign subsidiaries, which will represent
the vast majority of the company's earnings, will pledge 65% of
their capital stock to the facilities, but will not be guarantors.
Notching above the corporate family rating is precluded by:

   * the predominant position of the facilities in the capital
     structure;

   * less than full coverage by tangible assets; and

   * the lack of guarantees from the company's main earnings
     generating subsidiaries.  

The credit agreement is expected to contain:

   * customary limitations;

   * an excess cash flow sweep of 50% (with leverage-based
     step-downs); and

   * financial maintenance covenants regarding:

     -- minimum fixed charge coverage,
     -- maximum leverage, and
     -- minimum net worth.  

The term loan will amortize quarterly at an annual rate of 1%,
with the balance due over the final year.

Based in Orlando, Florida, Tupperware Corporation is one of the
world's largest direct sellers, supplying food storage, serving
and preparation items to consumers in more than 100 countries, and
premium beauty and skin care products through its BeautiControl
brand in:

   * North America,
   * Latin America, and
   * Asia Pacific regions.

Net sales for the twelve-month period ended July 2005 were
approximately $1.3 billion.


TW INC: Panel Wants Until Nov. 28 to Object to Certain Claims
-------------------------------------------------------------          
The Post-Confirmation Committee of TW, Inc., fka Cablevision
Electronics Investments, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to further extend, until Nov. 28, 2005,
its deadline to object to certain pre-petition Claims and
Administrative Claims in the Debtor's chapter 11 case.

The Committee explains that before its bankruptcy filing, TW Inc.,
was wholly-owned by Cablevision Systems Corporation.  Cablevision
Systems also owns Madison Square Garden L.P.

Under the terms of the Debtor's confirmed Third Amended Plan of
Liquidation Plan, the Committee is charged with the exclusive
responsibility of reviewing and filing an objection to claims
filed by Cablevision Systems or any of its affiliates against the
Debtor's estate.

The Committee is aware that at least two substantial proofs of
claim of approximately $2.5 million each was filed by Madison
Square Garden L.P., on Aug. 24, 2005, purportedly in response to
an amendment filed by the Debtor to its claims schedules.  

The Committee has requested information from the Debtor's
representatives giving rise to Madison Square's purported claims,
but until now, it has not received any response from the Debtor.

Consequently, the requested extension will give the Debtor more
time and opportunity to provide the Committee with the required
information regarding Madison Square's claims.  It will also give
the Committee more time to review and evaluate that information
and to file appropriate objections, if necessary, to Madison
Square's claims.

The Court will convene a hearing at 10:30 a.m., on Oct. 25, 2005,
to consider the Committee's request.

TW, Inc., filed for chapter 11 protection on March 14, 2003
(Bankr. Del. Case No. 03-10785).  Jeremy W. Ryan, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors.  When the
Company filed for protection from its creditors, it listed assets
of over $50 million and debts of more than $100 million.  The
Court confirmed the Debtor's Plan of Liquidation on May 27, 2005,
and the Plan took effect on July 1, 2005.


TW INC: Debtor Wants Until November 28 to Object to Claims
----------------------------------------------------------          
TW, Inc., fka Cablevision Electronics Investments, Inc., asks the
U.S. Bankruptcy Court for the District of Delaware to further
extend, until Nov. 28, 2005, its deadline to object to proofs of
claim and Administrative Claims filed against its estate.

The Court confirmed the Debtor's Third Amended Plan of Liquidation
on May 27, 2005, and the Plan took effect on July 1, 2005.

The Debtor gives the Court three reasons that militate in favor of
the extension:

   1) it is currently attempting to resolve the contested claims
      that are the subject of formal objections and it is in the
      process of reviewing and reconciling with its own books and
      records on approximately eight to ten additional claims;

   2) it is currently reviewing 13 remaining unresolved
      Administrative Claims totaling approximately $965,000 and it
      is in the process of attempting to resolve any disputes with
      the claimants and will appropriate objections to those
      claims prior to the Administrative Claims Bar Date; and

   3) the requested extension will permit the Debtor to object to
      disputed claims in the event it is unlikely to consummate a
      settlement for any disputed claims.

The Court will convene a hearing at 10:30 a.m., on Oct. 25, 2005,
to consider the Debtor's request.

TW, Inc., filed for chapter 11 protection on March 14, 2003
(Bankr. Del. Case No. 03-10785).  Jeremy W. Ryan, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors.  When the
Company filed for protection from its creditors, it listed assets
of over $50 million and debts of more than $100 million.  The
Court confirmed the Debtor's Plan of Liquidation on May 27, 2005,
and the Plan took effect on July 1, 2005.


UAL CORP: Court OKs Settlement Pact Among Trustees & Debt Holders
-----------------------------------------------------------------
As previously reported, UAL Corporation and its debtor-affiliates
reached a settlement with certain pass-through trustees,
subordination agents, indenture trustees, or loan trustees, and
the controlling groups of holders of various public debt
instruments that will result in present value savings of over
$2,900,000,000.

For this reason, the Debtors, the Trustees, and the Controlling
Holders asked the U.S. Bankruptcy Court for the Northern District
of Illinois to authorize:

   (a) the amendment or restructuring of certain transactions and
       operative agreements, as necessary, and entry into and
       consummation of the Restructuring Transactions, all in
       accordance with the terms and conditions of certain term
       sheets;

   (b) the restructuring, settlement, and compromise of the
       claims and interests of the Trustees and the Public Debt
       Holders -- the Financiers -- relating to or arising from
       Transactions and Operative Agreements and from the
       Debtors' use of the Public Debt Aircraft;

   (c) the modification of the automatic stay to allow the
       Financiers to exercise certain remedies under the
       Transactions; and

   (d) the Permanent Releases.

The Trustees sought (i) a finding that the settlements on the
terms set forth in the Term Sheets are fair and reasonable to the
Public Debt Holders, and (ii) approval to enter into the
Settlement on the terms, so as to bind all Public Debt Holders.

According to Mr. Sprayregen, the Term Sheets embody:

   -- global settlements between the Debtors and the Controlling
      Holders for the Transactions;

   -- a restructuring of the public aircraft debt issued in
      connection with the Transactions; and

   -- global settlements for certain private transactions in
      which certain of the Public Debt Holders have cross-
      holdings.

                   Summary of Term Sheets

The Term Sheets restructure 16 Aircraft Financing Transactions:

   -- the Post-1997 EETCs which consists of 2001-1 EETCs, 2000-2
      EETCs, and 2000-1 EETCs;

   -- certain Pre-1997 Transactions including 1991 B ETC, 1991 C
      ETC, 1991 D ETC, 1991 E ETC, 1991 A PTC, 1991 B PTC, 1992 A
      PTC, 1994 AA PTC, 1994 BB PTC, 1995 A PTC, JETS 1994-A, and
      JETS 1995-B; and

   -- one privately financed aircraft bearing Tail No. N533UA.

Mr. Sprayregen notes that resolution of the 1997-1 EETC financing
is proceeding along a separate track.

The Term Sheets contemplate:

    1) Revised payment schedules for each of the Restructured
       Transactions;

    2) Deferral of remedies by the Financiers with respect to
       each Transaction under the applicable Operative Agreements
       and the Bankruptcy Code and suspension of any pending
       Section 1110(c) demands;

    3) Restructuring the Operative Agreements governing the
       Restructured Transactions;

    4) The Debtors' agreement not to reject leases or abandon
       any additional Public Debt Aircraft.  Mr. Sprayregen says
       45 Aircraft have already been rejected or abandoned and
       seven repossessed;

    5) Settlement and release of the Financiers' administrative
       claims, in consideration for:

         -- the rates paid by the Debtors under the Restructured
            Transactions;

         -- a $65,000,000 payment to be shared solely among the
            Pre-1997 Restructured Transactions;

         -- additional principal and interest payments made in
            the Post-1997 EETC Restructured Transactions; and

         -- the Debtors directing the Pension Benefit Guaranty
            Corporation to assign, for the benefit of the Pre-
            1997 Restructured Transactions, $0.50 of each dollar
            of value derived from 45% of PBGC's unfunded benefit
            liability claim up to, but not exceeding,
            $100,000,000.

            The Debtors will not guarantee the proceeds from the
            PBGC's claim and are not obligated to top-off the
            PBGC Claim Proceeds if less than $100,000,000;

    6) Settlement of the Financiers' general unsecured deficiency
       claims in the aggregate amount of $3,100,000,000, with the
       Unsecured Claims incorporated into the Debtors' Plan of
       Reorganization as allowed prepetition, general unsecured
       claims;

    7) Payment by the Debtors of all reasonable costs, fees, and
       expenses of the Trustees, the Public Debt Holders, the
       Controlling Holders and their representatives, including
       counsel and technical, financial and other professional
       advisors;

    8) Performance of certain maintenance obligations by the
       Debtors and the posting of security in the event of a
       default, including a super-priority administrative claim
       for the cost of unperformed obligations;

    9) Confirming the rates paid on 1110(a) Aircraft with the
       rates under the Term Sheets;

   10) Amending the Interim Adequate Protection Stipulations to
       conform with the Term Sheets in certain respects; and

   11) The purchase of six Aircraft of the Public Debt Aircraft.

Mr. Sprayregen says the Debtors' Plan of Reorganization will be
consistent with the Term Sheets.  The Restructuring Transactions
will be:

   * incorporated into the Plan;

   * unimpaired by the Plan; and

   * will be final and binding postpetition obligations of the
     Debtors and of Reorganized United, subject to certain
     specified "Unwind Events".

In the event of Unwind Events, including conversion to Chapter 7
or failure by the Debtors to file a Plan of Reorganization by
January 31, 2006, or obtain confirmation by June 30, 2006, the
agreements and transactions contemplated by the Term Sheets,
other than the Permanent Release, will be unwound and rescinded
and the parties' rights, claims, obligations, and defenses
would be restored.  Notwithstanding the Permanent Release, if an
Unwind Event occurs, any defenses or offsets of the Debtors
existing prior to the Unwind Event are preserved, so long as the
Debtors do not seek any affirmative recovery against the
Financiers.

With respect to the Pre-1997 and private Transactions, the
Restructured Transactions contemplate conversion to operating
leases having terms ranging from 8.4 to 11.3 years.  For the
Post-1997 EETCs, the Debtors will issue a new note for each
aircraft with the original contractual coupon rate and maturities
ranging from 6.25 to 7.2 years.

The Restructuring Transactions and the Restructured Operative
Agreements will incorporate, for the benefit of the Public Debt
Holders, cross-collateralization and cross-default provisions
within certain of the Restructuring Transactions, representations
and warranties, and default, loss, return, insurance, inspection,
maintenance, filing, and indemnification provisions.

In addition to these terms, Mr. Sprayregen says the Term Sheets
are notable for their omissions.  For instance, the Controlling
Holders requested $400,000,000 in security deposits, which the
Debtors refused to post.  The Debtors also declined to pay
maintenance reserves that would have built over time to some $110
million.  As an alternative, to preserve liquidity, the Debtors
agreed to the maintenance assurance provisions upon a default in
its maintenance obligations.  The Debtors also do not agree to
monetizing equity in Reorganized United, as the June 2004 Final
Deal Term Sheet had contemplated.

In exchange for a full release from the Financiers'
administrative and other postpetition claims, the Debtors have
agreed to the rates and payments in the Term Sheets, including a
$65,000,000 lump-sum payment to the Pre-1997 Transactions, and
the assignment of the PBGC Claim Proceeds to the Pre-1997
Transactions.  

By these payments, the Debtors effectively obtain a release from
claims for additional damages suffered by the Financiers from
returned Aircraft.  In certain instances, the Public Debt
Aircraft were rejected and returned in "run-out" condition,
requiring significant maintenance and other work on order to
re-market the Aircraft.  While the Public Debt Holders may or may
not have legally cognizable claims against the bankruptcy estate
on account of the losses, they certainly could -- and did --
insist on compensation for actual economic harm suffered as the
price to avoid further repossessions.  Through the payments and
the offering of the PBGC Claim Proceeds, the Debtors avoid
repossession, and compensate the holders for out-of-pocket
expenses incurred in refurbishing returned aircraft.

                           Responses

(1) Verizon Capital

David A. Rosenzweig, Esq., at Fulbright & Jaworski, in New York
City, informs the Court that Verizon Capital Corp. is the Owner
Participant for Tail Nos. N105UA, N550UA N661UA, N646UA, N656UA
and N770UA, which are the subject of the Debtors' settlement with
the Pass-Through Trustees, Subordination Agents, Indenture
Trustees, Loan Trustees, and the controlling groups of holders of
various public debt instruments.

Verizon wants to make sure that the Settlement complies with the
anti-squeeze provisions of the operative documents.  Anti-squeeze
provisions, Mr. Rosenzweig says, preclude precisely the strategy
employed by the Debtors -- that of prohibiting the Lenders from
foreclosing on Verizon's equity without simultaneously
repossessing the aircraft.  By requiring repossession of the
aircraft from the lessee before any sale, the anti-squeeze
provisions insure that the aircraft are also shopped on the open
market to obtain the best price.

According to Mr. Rosenzweig, the Settlement indicates that the
Lenders will obtain title to the aircraft, either through
voluntary transactions or foreclosure.  The Settlement also
implies that the Lenders and the Debtors may ask the Court for
immunity from claims that Verizon may assert for violation of the
anti-squeeze provisions.  Mr. Rosenzweig speculates that the
Court's approval may be used to preclude the Owner Trustee from
blocking a foreclosure action in a non-bankruptcy federal or
state court.

Because the Settlement does not overtly state that the Debtors or
the Lenders intend to override the anti-squeeze provisions, Mr.
Rosenzweig assumes that the Court will protect Verizon's rights
and interests.

(2) Winston Owner Participants

The "Winston Owner Participants" are parties to aircraft
financing transactions that are included in the Settlement.

The Winston Owner Participants consist of:

   * SBC Capital Services,
   * MarCap Corporation,
   * Pacific Harbour Capital, Inc.,
   * Sallie Mae, Inc., and
   * The Northwestern Mutual Life Insurance Company

Terry J. Malik, Esq., at Winston & Strawn, in Chicago, Illinois,
argues that the Settlement ignores the rights and claims of the
Winston Owner Participants, specifically, the claims derived from
the anti-squeeze provisions and the Tax Indemnity Agreements.

The Court should ensure that the Settlement does not violate the
terms of the operative documents, Mr. Malik asserts.  If the
Court approves the Settlement, the order should not prejudice the
claims and rights of the Winston Owner Participants, Mr. Malik
says.

(3) MS Financing

The proposed Settlement "would rob MS Financing of its
contractual rights against the Trustees," Lisa H. Fenning, Esq.,
at Dewey Ballantine, in Los Angeles, California, asserts.

MS Financing is the Owner Participant for aircraft financings
related to six aircraft leased to the Debtors, all of which are
subject to the Settlement.

Ms. Fenning notes that MS Financing did not participate in
negotiations that produced the Settlement.  MS Financing's rights
should not be bound by an agreement in which it had no say.

Ms. Fenning also contends that MS Financing and the Trustees are
non-debtor third parties not subject to the jurisdiction of the
Court.  Therefore, MS Financing's rights against the Trustees
must be carved out of any order approving the Settlement.

(4) Walt Disney

Michael Stenglein, Esq., at Dewey Ballantine, in Houston, Texas,
represents Walt Disney Pictures and Television.  Disney is the
Owner Participant for four aircraft leased to the Debtors.  The
Debtors have rejected two of the aircraft leases.  The other two
aircraft leases are included in the Settlement.

Mr. Stenglein says the Settlement jeopardizes Walt Disney's
claims against the Debtors under certain Tax Indemnity
Agreements.

Mr. Stenglein relates that the Debtors objected to a Disney TIA
Claim related to Tail No. N183UA.  The Debtors argued that
Disney's TIA Claim was duplicative of the claim filed by the
Indenture Trustee for that aircraft.  Disney asserted that any
duplication should be resolved by reducing the amount of the
Indenture Trustee's Claim.

Moreover, Mr. Stenglein insists that any order approving the
Settlement should expressly provide that Disney's TIA Claims are
not affected because "the allowability of Disney's TIA Claims
cannot be properly determined by the Settlement."

                      The Trustees Respond

On behalf of U.S. Bank, The Bank of New York, and Wells Fargo
Bank, James E. Spiotto, Esq., at Chapman and Cutler, in Chicago,
Illinois, points out that the objections are "meritless," and
could "scuttle [the] historic restructuring."

The Objectors do not question whether the Settlement represents
the highest and best value for the aircraft, Mr. Spiotto
contends.  The Objectors have not attempted to exercise their
ultimate protection, the right to repay the outstanding debt and
take control of the aircraft.  Nor have the Objectors expressed
interest in bidding for the aircraft at a sale.

"Regrettably, the objections appear to be an attempt to hold up
the Debtors or others to extract consideration to which the
Objectors are not entitled," Mr. Spiotto says.

A) Anti-squeeze Provisions

Mr. Spiotto argues that Verizon's and the Winston Owner
Participants' contention that the Settlement infringes on the
anti-squeeze provisions of the operative documents is without
merit.

For every transaction covered by the Settlement, the principal
balance of debt outstanding greatly exceeds potential recovery
for the aircraft.  Therefore, Mr. Spiotto says, aside from
nuisance value, the anti-squeeze provisions provide no prospect
of recovery for the Owner Participants.

If Verizon or the Winston Owner Participants believed that
alternate uses of the aircraft would yield a greater recovery,
there are numerous options, including repayment of the
outstanding debt on the applicable aircraft, purchasing the
aircraft at a public sale or objecting to the established price.
Neither Verizon nor the Winston Owner Participants have exercised
these options, indicating that the Settlement represents the
highest and best recovery for all constituencies, states Mr.
Spiotto.

B) Tax Indemnity Agreements

The Owner Participants have been assured that the Settlement will
not interfere with their tax indemnity rights, as long as the
Debtors' rights to object to related claims are reserved.  The
Debtors have circulated proposed language to counsel for the
Owner Participants as clarification.  Accordingly, Mr. Spiotto
contends that it was disingenuous for Disney to assert that
claims based on certain tax indemnity agreements could be lost
under the Settlement.

C) Other Contractual Provisions

Certain Objectors vaguely question whether the Settlement will
infringe upon other contractual provisions.  However, even if the
Settlement impacts the rights of the Objectors, Mr. Spiotto
points out that the Court has the power and jurisdiction to
approve the Settlement.  The Settlement affects the disposition
of property of the Debtors' estates, which is within the purview
of the Court's jurisdiction.  Therefore, the Court has the
authority and jurisdiction to approve the Settlement.

Mr. Spiotto also argues that the Objectors lack standing to
object.  The Objectors are not parties to the relevant operative
documents and did not bother to direct the Owner Trustee, who is
a party, to make the objections.  Accordingly, the objections
must be rejected on this basis alone.

                          *     *     *

The Court approves the Settlement among the Debtors, the  
Trustees, and the Controlling Holders, particularly the Term  
Sheets and Restructuring Transactions relating to the Public Debt  
Aircraft and the compromises and releases embodied in the  
Transactions.

Judge Wedoff authorizes and directs the Trustees to modify the  
relevant operative documents for the Transactions as necessary  
and appropriate to implement the Settlement on terms  
substantially set forth in the Term Sheet.

The Financiers are entitled to assert and receive payment for  
claims for the Debtors' use and possession of the Public Debt  
Aircraft and equipment, determined in accordance with, and  
pursuant to, the Term Sheets.

The objections filed by Verizon, Walt Disney and MS Financing are  
withdrawn.  In exchange, the Debtors and the Trustees will  
proceed with a sale with regard to Aircraft bearing Tail Nos.  
N105UA, N646UA, N647UA, N648UA, N656UA, N661UA and N777UA, with  
documentation and costs as previously agreed upon by the parties  
in connection with Aircraft N661UA.

For Tail Nos. N105UA and N777UA, Judge Wedoff rules that, at this  
time, there is no (a) obligation to proceed with, or (b)  
agreement regarding the terms or conditions of, a sale of the  
ownership interest of the Owner Trust and Owner Participants.

Judge Wedoff overrules all objections that have not been  
withdrawn.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Court Sets Tentative Plan Confirmation-Related Schedule
-----------------------------------------------------------------
As previously reported, UAL Corporation and its debtor-affiliates
proposed to establish a schedule to smooth the path toward
emergence from Chapter 11 that affords creditors maximum notice of
the confirmation process, lays out a smooth path toward exit and
limits unnecessary delay.  

                        Objections

(1) U.S. Bank

Counsel for U.S. Bank, Patrick J. McLaughlin, Esq., at Dorsey &  
Whitney, in Minneapolis, Minnesota, points out that after "nearly  
three years in bankruptcy and repeatedly emphasizing the  
complexity of these cases," the Debtors seek a truncated schedule  
that restricts creditors' ability to review and vote on the Plan.

The proposed voting schedule does not have sufficient time for  
balloting, Mr. McLaughlin asserts.  The Debtors intend to  
distribute solicitation packages six to eight days after  
Disclosure Statement approval.  The Voting Deadline is proposed  
for December 1, 2005.  If the Disclosure Statement Order is  
entered on October 11, 2005, creditors will only have 44 days for  
voting.  Given the complexities in the Chapter 11 cases and the  
mechanics of the voting process, a 44-day voting period is too  
short, states Mr. McLaughlin.  Creditors need at least 60 days  
between solicitation package distribution and the Voting  
Deadline.

Additionally, Mr. McLaughlin notes that the Record Date should be  
tied to the date the Disclosure Statement is approved.  The  
Debtors propose to set the Record Date on the same date that the  
Disclosure Statement Hearing is held.  However, if approval of  
the Disclosure Statement is delayed, an unacceptable gap could  
develop between the Record Date and the Disclosure Statement  
approval date.

(2) The Creditors' Committee

The Official Committee of Unsecured Creditors, represented by  
Carole Neville, Esq., at Sonnenschein, Nath & Rosenthal, in New  
York City, notes that the Debtors' proposed schedule is too  
compressed for parties-in-interest to reach consensus or prepare  
for hearings on any objections.

(3) HSBC Bank

HSBC Bank USA does not object to a Disclosure Statement or Plan  
of Reorganization approval schedule.  However, William W. Kannel,  
Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, in  
Boston, Massachusetts, says the proposed schedule should be  
modified.  HSBC shares the concerns expressed by the Official  
Committee of Unsecured Creditors and U.S. Bank, plus a few of its  
own.

In particular, HSBC objects to:

  a) a Plan Objection Deadline almost seven weeks prior to the
     Confirmation Hearing;

  b) an Objection Deadline that is almost six weeks prior to the
     close of discovery;

  c) the six-week allotment for the Debtors to respond to
     Confirmation objections;

  d) unfair treatment of objecting parties who have no right to
     supplement their objections with facts during discovery,
     while the Debtors retain the right to file a reply to
     objections a week before the Confirmation Hearing; and

  e) a truncated solicitation period of less than six weeks and a
     Record Date that differs from the date the Disclosure
     Statement is approved.

                      Debtors Answer Back

"The Debtors' proposed schedule provides creditors more time than
is statutorily required," James J. Mazza, Jr., Esq., at Kirkland
& Ellis, in Chicago, Illinois, tells Judge Wedoff.

The Debtors allocate almost five months between filing of the
Plan of Reorganization and emergence from Chapter 11, Mr. Mazza
points out.

Mr. Mazza addresses the objections raised:

   (1) The objection filed by the Official Committee of Unsecured
       Creditors should be ignored.  Without elaboration, the
       Committee alleged that the Debtors' proposed schedule is
       "too compressed," and proceeded with a presentation of its
       alternative schedule.

       The Debtors find the Committee's stance ironic after they
       delayed filing of the Plan at the Committee's request.
       The Committee and its advisors have even reviewed multiple
       draft plan documents and provided comments and feedback to
       the Debtors.

   (2) U.S. Bank and HSBC Bank USA fail to explain why the
       Debtors' proposed 44-day interval between the Distribution
       Date and the Voting Deadline so is insufficient time for
       parties-in-interest to vote on the Plan.  Mr. Mazza says
       44 days is plenty of time to vote, even considering that
       nominee holders of public debt must disseminate ballots to
       record holders and return master ballots to the Voting
       Agent.

       The Banks' contention that the Confirmation Hearing is too
       far removed from the Voting/Objection Deadline "makes no
       sense," Mr. Mazza states.  The time between the Voting/
       Objection Deadline and the Confirmation Hearing provides
       objectors to the Plan with time to conduct discovery,
       prepare for a Confirmation Hearing, and potentially
       resolve their objections with the Debtors.

                          *     *     *

Judge Wedoff sets a tentative schedule with respect to approval
of the Debtors' Disclosure Statement and confirmation of the
Plan:

            Date          Event
            ----          -----
     October 13, 2005     Deadline to file objections to
                          Disclosure Statement

     October 17, 2005     Deadline for Debtors to file replies in
                          support of Disclosure Statement

     October 20, 2005     Disclosure Statement hearing

     October 27, 2005     Deadline for distribution of
                          Solicitation Packages

     December 12, 2005    Deadline to object to Plan Confirmation

     December 14, 2005    Deadline to disclose preliminary fact
                          and expert witness lists regarding a
                          hearing on Plan Confirmation

     December 16, 2005    Plan Confirmation pre-trial conference

     December 19, 2005    Voting Deadline
     
     December 23, 2005    Deadline to file expert reports

     December 30, 2005    Voting Tabulation Report Deadline

     January 9, 2006      End of discovery for Plan Confirmation

     January 10, 2006     Deadline for replies to support Plan
                          Confirmation

     January 11, 2006     Deadline to disclose final fact and
                          expert witness lists and exhibit lists

     January 13, 2006     Deadline to file pre-trial motions

     January 16, 2006     Deadline to file responses to pre-trial
                          motions

     January 17, 2006     Hearing on pre-trial motions

     January 18 to
        20, 2006          Plan Confirmation hearing

Judge Wedoff rules that the date on which the Disclosure
Statement is approved will be treated as the Record Date for
determining:

    1) creditors and interest holders entitled to receive
       solicitation documents and other notices;

    2) creditors and interest holders entitled to vote to accept
       or reject the Plan; and

    3) whether claims or interests have been properly transferred
       to an assignee pursuant to Rule 3001(e) of the Federal
       Rules of Bankruptcy Procedure.

The Record Date for holders of Chicago Municipal Bonds is
January 7, 2005, pursuant to the parties' prior settlement
agreement.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WATTSHEALTH FOUNDATION: FTI Approved as Panel's Financial Advisor
-----------------------------------------------------------------
As previously reported, 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 FTI Consulting, Inc., as
its financial advisors.

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 comply with Rule 2014 of
the Federal Rules of Bankruptcy Procedure.  

FTI Consulting will:

   1) analyze the Debtor's short-term cash receipts and
      disbursements, financial and operational reports and other
      professional data, and the claims reporting process

   2) assist the Committee with the resolution of the Debtor's
      pre-petition and post-petition claims and in assessing the
      prospects of the Debtor's reorganization;

   3) prepare regular reports for the Committee and participate
      in its meetings;

   4) assist and advise the Committee with respect to the
      identification of the Debtor's core business assets,
      disposition of part or all of its assets, and liquidation
      of unprofitable operations;

   5) attend meetings with the Debtor's management, professionals
      and other agents; and

   6) perform all other financial advisory services to the
      Committee or its counsel that is appropriate and necessary
      in the Debtor's chapter 11 case.

Ronald F. Greenspan, a Senior Managing Director of FTI Consulting,
and Matthew Pakkala, a Managing Director at the Firm, are the lead
professionals performing services to the Committee.  Mr. Greenspan
charges $580 per hour for his services, while Mr. Pakkala charges
$540 per hour.

Mr. Greenspan reports FTI Consulting's professionals bill:
    
      Designation                      Hourly Rate
      -----------                      -----------
      Senior Managing Directors        $560 - $625
      Directors & Managing Directors   $395 - $560
      Associates & Consultants         $195 - $385    
      Administration &                  $95 - $180
      Paraprofessionals         

The Committee disclosed that Mr. Greenspan and Mr. Pakkala have
agreed to be billed at $475 per hour.  Messrs. Greenspan and
Pakkala retains the right to seek the hourly rate differentials,
upon support of the Committee and Court approval, at the
conclusion of the case.  
                   
FTI Consulting assured the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

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.


WATTSHEALTH FOUNDATION: Wants More Time to File Chapter 11 Plan
---------------------------------------------------------------
WATTSHealth Foundation, Inc., asks the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, to
extend its time to file and solicit acceptances of a chapter 11
plan.  The Debtor wants until January 31, 2006, to file a plan and
until April 3, 2006, to solicit acceptances of that plan.

The Debtor explains that it needs the extension because it
operates a complex, highly regulated business, of significant size
and scope.  The Debtor has four lines of businesses, serves
approximately 90,000 members, has contractual relationships with
hundreds of medical providers and medical groups, and has
approximately 155 employees.

WATTSHealth further explains that during the first few months of
the bankruptcy proceeding, its attention is focused on operating
the company, stabilizing its business, communicating with all
parties-in-interest and complying with the rules and requirements
of the chapter 11 process.  In addition, the Debtor commenced a
review of its business operations in order to come up with
restructuring alternatives.  

In short, the Debtor says it requires more time to assess its
operations and alternatives before it is in a position to
structure its reorganization platform.

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.


WINCHESTER MUSICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Winchester Musical Products LLC
        d/b/a Winchester Music Company
        148 East Plumb Lane
        Reno, Nevada 89502

Bankruptcy Case No.: 05-53478

Type of Business: The Debtor is an on-line music store that sells
                  pianos, band instruments and accessories.  The
                  Debtor also offers a full range of education
                  services to meet the goals of students who
                  desire to pursue university and conservatory
                  studies, as well as students who desire to
                  learn music for personal enjoyment.  See
                  http://www.winchestermusic.com/

Chapter 11 Petition Date: October 4, 2005

Court: District of Nevada (Reno)

Debtor's Counsel: John S. Bartlett, Esq.
                  777 East William Street #201
                  Carson City, Nevada 89701
                  Tel: (775) 841-6444
                  Fax: (775) 841-2172

Total Assets: $1,844,000

Total Debts:    $995,757

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
GE Commercial Distribution       Bank loan              $159,842
Finance                          Value of Collateral:
4 Park Plaza, Suite 2040         $128,277
Irvine, CA 92614

Conn-Selmer, Inc.                Bank loan               $76,106
P.O. Box 310
Elkhart, IN 46515

MBT International                Bank loan               $74,065
P.O. Box 30819
Charleston, SC 29417

American Express                 Credit Card             $54,805
P.O. Box 0001
Los Angeles, CA 90096-0001

Bank of The West                 Bank loan               $49,267
4950 Kietzke Lane
Reno, NV 89509


Charter Media                    Trade debt              $22,004
P.O. Box 7813
Irwindale, CA 91706-7813

Bank Of America                  Bank loan               $18,485
NC1-001-07-06
101 N. Tryon St, 7th Floor
Charlotte, NC 28255-0001

GM Business Card                 Credit Card             $17,730
P.O. Box 15298
Wilmington, DE 19850-5298

Chase Business Card              Credit Card             $17,236
Accounts Payable Department
P.O. Box 15548
Wilmington, DE 19886-5548

U.S. Bank Cardmember Services    Credit Card             $16,562
P.O. Box 6352
Fargo, ND 58125-6352

Macerich Company                 Trade debt              $13,600
Department 2596-3140
Los Angeles, CA 90084-2596

KRNV-TV                          Trade debt              $12,480
1790 Vassar Street
Reno, NV 89510

SBC                              Trade debt              $12,251
P.O. Box 989405
W. Sacramento, CA 95798-9045

Advance Restaurant Finance       Bank loan               $11,538
3 Waters Park Drive, Suite 231
San Mateo, CA 94403

Advance Me                       Bank loan               $10,820
600 Townpark Lane, Suite 500
Kennesaw, GA 30144

Reno Gazette Journal             Trade debt              $10,000
c/o Gerald Phillips, Esq.
P.O. Box 20022
Reno, NV 89515

Leverty & Associates Law         Trade debt               $9,128
Chartered
832 Willow Street
Reno, NV 89502

Custom Glass                     Trade debt               $7,546
1095 East Second Street
Reno, NV 89502

Citi Platinum Select             Credit Card              $7,193
P.O. Box 6000
The Lakes, NV 89163-6000

Davis & Goldmark, Inc.           Trade debt               $4,517
26400 La Alameda, Suite 201
Mission Viejo, CA 92691


WHITEHALL JEWELLERS: Prentice Capital Extends $30 Mil. Bridge Loan
------------------------------------------------------------------
Whitehall Jewellers, Inc. (NYSE:JWL) entered into a series of
transactions on Oct. 3, 2005, designed to significantly improve
its financial condition.  The Company has entered into agreements
with investment funds managed by Prentice Capital Management, L.P.
and another investor to provide financing to the Company.  

The first stage of this financing is a $30 million secured bridge
loan being made on Oct. 4, 2005.  The bridge loan bears interest
at the rate of 18% per annum and matures as early as Dec. 31,
2005.  In connection with the bridge loan the Company issued
7-year warrants with an exercise price of $0.75 per share to
Prentice for 2,792,462 shares of the Company's common stock (i.e.,
19.9% of the number of shares currently outstanding).

The agreements also call for the issuance of $50 million of
secured convertible notes not later than Jan. 31, 2006.  Proceeds
of the planned issuance will be used to pay off the bridge loan
and provide additional liquidity for operations.  The notes will
bear interest at the rate of 12% per annum, which will be payable
in shares of common stock (valued at $.75 per share) for three
years.  The Company generally will have the option to extend the
maturity of the notes for up to two years beyond the current
three-year maturity, during which interest would be paid in cash.  
The notes will be convertible into common stock at a conversion
rate of $0.75 per share.  Both the bridge loan and the convertible
notes are being secured by a lien on substantially all of the
Company's assets ranking junior to the liens securing the
Company's bank debt.  The issuance of the convertible notes is
subject to a number of conditions, including:

   -- shareholder approval of a 1-for-2 reverse stock split;

   -- the share issuances contemplated under the notes; and

   -- the election of persons designated by Prentice to constitute
      a majority of the Company's board of directors.  

Giving effect to an assumed conversion of the notes, the payment
of shares as interest and an exercise of the warrants, Prentice
would own 87% of the Company's common stock.

In addition, the Company, its banks and Prentice have entered into
an agreement with key trade vendors who hold more than 90% of the
Company's trade debt.  This agreement will facilitate the purchase
of fresh inventory for the holiday season and provide for full
payment of all amounts owed to those vendors over time, secured by
a lien on substantially all of the Company's assets ranking junior
to the liens securing the Company's bank debt and debt to
Prentice.  

                 Credit Facility Borrowings

The Company also disclosed that it has reached agreement with its
banks, LaSalle, Back Bay and Bank of America, to increase the
maximum borrowings under its credit facility, depending on
borrowing base calculations, by $15 million to $140 million and
extending the term of the facility until 2008.

                  Bank Commitment Renewals

Whitehall renewed partnership with key vendors and the new
arrangement with its banks.  The Company sincerely appreciates
their support through this challenging period.  Whitehall looks
forward to an outstanding partnership with Prentice Capital, which
has extensive experience in the retail sector.

Jonathan Duskin, a managing director of Prentice Capital, stated:
"Whitehall is a company with great brand equity and a rich
history. With the remarkable support of the Company's key vendors,
its banks and its dedicated employees, Prentice is very excited
about the future of Whitehall Jewellers."

                   Arbitration Proceeding

Also, the Company commenced an arbitration proceeding relating to
Beryl Raff's employment with the Company.  Ms. Raff resigned all
positions in the Company on Sept. 8, 2005.  She had previously
been named as Chief Executive Officer and was expected to commence
full-time employment with the Company and join its board of
directors in mid-September.  She also indicated in the letter that
she will be returning compensation previously paid to her by the
Company.  

                      10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.

                       About Whitehall
Whitehall Jewellers, Inc. is a national specialty retailer of fine
jewelry, operating 387 stores in 38 states. The Company operates
stores in regional and super regional shopping malls under the
names Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros.
Jewelers.


WHITING PETROLEUM: Completes $459 Million Property Acquisition
--------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) completed its
acquisition from Celero Energy, LP of the operated interest in the
North Ward Estes field in Ward and Winkler counties, Texas for
$442 million in cash and 441,500 shares of Whiting common stock.
The effective date of the acquisition is July 1, 2005.  Whiting
funded the purchase price with a portion of the net proceeds
received from its common stock and senior subordinated notes
offerings.

                       North Ward Estes

The North Ward Estes field includes six base leases with 100%
working interests in approximately 58,000 gross and net acres.
There are currently 580 producers and 180 injection wells in the
field.  In mid-September 2005, the field was producing at an
average daily rate of approximately 33.9 million cubic feet of gas
equivalent.  Expansion projects are under way, with six drilling
rigs and 15 workover rigs currently working in the field.

                      Common Stock Offering

Whiting also completed its public offering of 6,612,500 shares of
its common stock.  The offering was priced at $43.60 per share to
the public.  The number of shares includes the sale of 862,500
shares pursuant to the exercise of the underwriters' over-
allotment option.

                      Senior Notes Offering

Whiting also completed its offering of $250 million of Senior
Subordinated Notes due 2014 in a private placement under Rule 144A
under the Securities Act of 1933.  The securities were priced at
par with a coupon of 7.0%.

Whiting received net proceeds of approximately $277.0 million from
the common stock offering and approximately $244.5 million from
the senior subordinated notes offering, in each case after
deducting underwriting discounts and commissions and estimated
expenses of the offering.  Whiting used the net proceeds from the
offerings to pay the cash portion of the purchase price for the
acquisition of the North Ward Estes field and to repay a portion
of the debt currently outstanding under the credit agreement of
its wholly-owned subsidiary, Whiting Oil and Gas Corporation, that
was incurred in connection with the August 4, 2005, $343 million
acquisition of the Postle field from Celero.  In mid-September,
combined production from the Postle and North Ward Estes fields
was approximately 58.8 million cubic feet of gas equivalent per
day (9,800 barrels of oil equivalent per day).

After applying the net proceeds of the common stock public
offering and the senior subordinated notes private placement,
Whiting's remaining outstanding bank borrowings total $270.0
million.  The Company anticipates that it will further reduce its
bank debt with cash flow from operations during 2005 and 2006.

Whiting Petroleum Corporation -- http://www.whiting.com-- is a  
growing energy company based in Denver, Colorado.  Whiting
Petroleum Corporation is a holding company engaged in oil and
natural gas acquisition, exploitation, exploration and production
activities primarily in the Rocky Mountains, Permian Basin, Gulf
Coast, Michigan and Mid-Continent regions of the United States.
The Company trades publicly under the symbol WLL on the New York
Stock Exchange.

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Moody's assigned a B2 rating to Whiting Petroleum's pending $250
million senior subordinated note offering.  Together with a
pending common equity offering that could net up to more than $275
million if the underwriters' over-allotment option is exercised,
note and equity proceeds would either directly fund, or repay the
majority of secured bank debt that was incurred to fund, Whiting's
$802 million acquisition of oil and gas reserves from private
Celero Energy.  Moody's also confirmed Whiting Petroleum's Ba3
Corporate Family rating, B2 senior subordinated ratings, and SGL-2
liquidity rating.  The rating outlook is stable.


WORLD WIDE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: World Wide Financial Services, Inc.
        d/b/a Loangiant
        d/b/a Union Trades Financial
        d/b/a World Wide Financial Funding Corporation
        d/b/a World Wide Financial
        d/b/a World Wide Funding Corporation
        26500 Northwestern Highway, 4th Floor
        Southfield, Michigan 48076

Bankruptcy Case No.: 05-75180

Type of Business: The Debtor is a mortgage company.

Chapter 11 Petition Date: October 4, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Dennis W. Loughlin, Esq.
                  Lynn M. Brimer, Esq.
                  Raymond & Prokop, P.C.
                  26300 Northwestern Highway, 4th Floor
                  P.O. Box 5058
                  Southfield, Michigan 48086-5058
                  Tel: (248) 357-3010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GMAC/Residential Funding      Claim for loan         $21,682,039
Corporation                   repurchase
21071 Network Place
Chicago, IL 60673

INDY MAC Bank                 Claim for loan          $1,485,291   
                              repurchase

Washington Mutual Bank        Claim for loan          $1,275,396
22828 Network Place           repurchase
Chicago, IL 60673  

First Collateral Services,    Mortgage loans first      $975,326
Inc.                          payment defaults
1855 Gateway Boulevard,
Suite 800
Concord, CA 94520

Universal Property            Trade debt                $300,000
Development & Acquisition
14255 US Highway 1,
Suite 2180
North Palm Beach, FL 33408
   
AEGIS                         Claim for loan            $275,400
3250 Mortgage Corporation     repurchase
Suite 400
Houston, TX 77042

26500 Northwestern Building   Lease termination         $250,000
LLC                           damages
26500 Northwestern Highway,
Southfield, MI 48076

Algene and Janice Caraulia    Unsecured loan            $250,000
14720 Triskett Road
Cleveland, OH 44111

GE Commercial Finance         Lease termination         $250,000
Business Property Corp.       damages
10900 N.E. Fourth Street
Suite 500
Bellevue, WA 98004

Sovereign Bank                Claim for loan            $233,914
                              repurchase

Carlton Financial Corp.       Lease payoff              $219,711

U.S. Dept. of Housing &       Claims related to         $209,000
Urban Development             FHA loans

Jewish Federation of          Pledge                    $181,500
Metropolitan Detroit

Internal Revenue Service                                $164,932

U.S. Dept. of Labor           Back wage claim           $159,026  

CitiFinancial                 Claim for loan            $154,400
                              repurchase

Algene and Janice Caraulia    Unsecured loan            $150,000

IKON Financial Services       Trade debt                $141,181

New World Communications of   Trade debt                $137,280
Detroit, Inc.

State of Michigan             Withholding taxes         $111,065
Dept. of Treasury


W.R. GRACE: Court Approved Single-Site Catalyst Purchase Pact
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave W.R.
Grace & Co., and its debtor-affiliates permission to acquire the
technology and certain assets of Single-Site Catalysts, LLC, of
Chester, Pennsylvania, for a $1.5 million cash payment at closing
plus earnout payments estimated to equal to $2.8 million on
discounted basis for over ten years.  The acquisition would be
made by the Debtors' Grace Davison business unit, which, among
other products, sells polymerization catalysts to polyolefin
producers.

Single-Site primarily owns Metallocene Catalyst intellectual
property and has limited research and development assets.  The
technology was developed over a ten-year period and relates to
the synthesis and manufacture of Metallocene Catalysts and their
components.  Its products are supplied through contract
manufacture by an affiliate, Norquay Technology, Inc., and its
research is performed by independent consultants.  Single-Site's
sales in 2004 were $2.3 million and are projected to be $3.8
million in 2005.

As reported in the Troubled Company Reporter on Aug. 8, 2005,
under the terms of a Letter of Intent that the Debtors signed
with Single-Site, the Debtors will purchase:

    (a) all of Single-Site's technology for Metallocene Catalysts
        and components;

    (b) related trademarks;

    (c) inventory, with an estimated value of $400,000;

    (d) customer contracts for $1.5 million to be paid at closing;
        and

    (e) a ten-year earnout, payable quarterly, equal to:

        * 3% of net sales of products manufactured using the
          acquired technology below $5 million;

        * 8% of net sales between $5 million and $10 million; and

        * 5.5% of net sales exceeding $10 million.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 94; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


* IP Litigator Robert Gilbert Joins Sheppard Mullin in New York
---------------------------------------------------------------
Robert D. Gilbert, Esq., has joined the New York office of
Sheppard, Mullin, Richter & Hampton LLP as a partner in the
Intellectual Property practice group.  Mr. Gilbert, most recently
with Pillsbury Winthrop Shaw Pittman in New York, is an
experienced trial lawyer, specializing in IP disputes and
sophisticated commercial cases.

Guy Halgren, firm chair, said, "We're pleased to welcome Bob to
the firm.  His addition continues a period of unprecedented growth
for New York in a variety of practice areas.  In September alone,
we added four partners to a number of practice groups, including:
Antitrust, Corporate, and Finance & Bankruptcy."

"Sheppard Mullin is a great firm with an excellent reputation.  I
am impressed with the expansion of the New York office, as well as
the quality of attorneys here and throughout the firm.  I look
forward to being a part of the growth and success of the office,"
commented Mr. Gilbert.

Gary Clark, chair of the firm's Intellectual Property practice
group, stated, "Bob brings a wealth of trial experience to the
firm, including significant experience in trademark, copyright,
patent and trade secret disputes.  He will establish the IP
practice in New York and add to the teamwork within that office
and between offices."

Mr. Gilbert's experience in litigating intellectual property
disputes has included trademark infringement, patent infringement,
software licensing, trade secret, and copyright infringement
matters.  In federal courts in seven states, he has won numerous
injunctions on behalf of manufacturers, retailers and a prominent
national association, including one such trademark victory which
opened a national market for a retail chain.  On behalf of
computer software companies, Gilbert has resolved on very
favorable terms vigorously contested lawsuits and arbitrations
concerning copyright infringement and licensing issues.  In each
of those cases, he successfully obtained both injunctive and
monetary relief against the defendants.

Mr. Gilbert received his law degree from Yale Law School in 1982
and his undergraduate degree from Princeton University in 1977.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 435 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.  
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax/Employee Benefits/Trusts & Estates; and White Collar Defense.  
The firm was founded in 1927.

                          *********

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 ***