TCR_Public/051007.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, October 7, 2005, Vol. 9, No. 238

                          Headlines

ACC PROPERTIES: Voluntary Chapter 11 Case Summary
AIR CARGO: Wants Exclusive Plan-Filing Period Extended to Nov. 2
ALLEGIANCE TELECOM: Settles Verizon's $13.7 Million Admin. Claim
ALOHA AIRGROUP: Hires Steven Varner at Alvarez & Marsal as CRO
AMERICAN TOWER: Proposes New $2.45 Billion Credit Facilities

AMERISOURCEBERGEN: Acquires Canada's Trent Drugs for $83 Million
ANZA CAPITAL: Singer Lewak Expresses Going Concern Doubt
ATA AIRLINES: Wants Bar Date Set for Amended Scheduled Claims
ATKINS NUTRITIONALS: Disclosure Statement Hearing Set for Nov. 1
ATKINS NUTRITIONALS: Wants to Walk Away from Unexpired Sublease

BANC OF AMERICA: Fitch Places Low-B Ratings on Two Cert. Classes
BETHLEHEM STEEL: Trust Wants Montage Fee Engagement Pact Approved
BUEHLER FOODS: Plans to Close Six More Stores
BUENA VISTA: Case Summary & 13 Largest Unsecured Creditors
CARBIZ INCORPORATED: Closes $690,318 Debenture Financing

CAROLINA TOBACCO: Wants Kerr Russell as Special Litigation Counsel
CARRINGTON MORTGAGE: Fitch Puts BB+ Rating on $6.7MM Pvt. Certs.
DAVITA INC: Completes Gambro Healthcare Acquisition
DELTA AIR: Court Gives Final Nod on GE's $2.2 Bil. DIP Financing
DELTA AIR: DP3 Wants Continued Payment on Retired Pilots' Pensions

DELTA AIR: Gets Court Nod to Assume Delta Connection Agreements
DIAL THRU INT'L: Posts $1.05MM Net Loss in Quarter Ended July 31
DELPHI CORP: Potential Ch. 11 Filing Cues Fitch to Junk Ratings
DELTA FUNDING: Fitch Junks Ratings on Six Certificate Classes
DEVELOPERS DIVERSIFIED: Completes $177 Million Asset Disposition

DOANE PET: Offering $150 Million Notes Via Private Placement
ENTERGY NEW ORLEANS: Can Set-Up Interim Compensation Procedures
ENTERGY NEW ORLEANS: Gets Court Okay to Pay Critical Vendor Claims
FALCON PRODUCTS: Court Okays Modified CBA with UFCW Int'l Union
FLOW INTERNATIONAL: Appoints Douglas Fletcher as New VP & CFO

FREDERICK MCNEARY: APC Partners Files Joint Chapter 11 Plan
GENERAL MOTORS: Selling 20% Equity Stake in Fuji Heavy Industries
GREGORY PARK: Case Summary & 20 Largest Unsecured Creditors
GT BRANDS: Has Until Jan. 9 to Decide on Three Unexpired Leases
HAWS & TINGLE: Case Summary & 20 Largest Unsecured Creditors

HORNBECK OFFSHORE: Closing Additional $75MM Private Debt Offering
HUDSON VALLEY: Has Until Oct. 12 to File Schedules & Statements
HUDSON VALLEY: Meeting of Creditors Slated for Oct. 17
HUDSON VALLEY: Wants O'Connell & Aronowitz as Bankruptcy Counsel
HUFFY CORP: PBGC Takes Over Employees' Retirement Pension Plan

INDIANTOWN COGENERATION: Fitch Lowers Senior Debt Rating to BB
IRIDIUM OPERATING: Wins 23rd Extension of Plan-Filing Period
J. CREW: Commences Cash Tender Offer for $275-Mil Sr. Sub. Notes
JP MORGAN: Fitch Holds Low-B Ratings on Six Certificate Classes
KENNETH STUART: Case Summary & 16 Largest Unsecured Creditors

KMART CORP: Court Lifts Stay to Allow Stafford to Pursue Action
LITTLE EGYPT: Case Summary & 6 Largest Unsecured Creditors
MINTA INC: Case Summary & 5 Largest Unsecured Creditors
MORTGAGE CAPITAL: Fitch Retains BB Rating on $3.6MM Class J Certs.
NATIONAL TOUR: Case Summary & 28 Largest Unsecured Creditors

NAVIGATOR GAS: Manx Liquidator Hires Wilmer Cutler as Counsel
NORTHWEST AIRLINES: Asks for Injunction Against Utility Companies
NORTHWEST AIRLINES: Pays Prepetition Fuel Supplier Claims
NORTHWEST AIRLINES: Bankruptcy Schedules Must be Filed by Jan. 12
OPTICAL DATACOM: Trustee & Bank Group Settlement Pact Approved

PEERLESS SYSTEMS: Earns $1.1 Million in Quarter Ended July 31
POLAROID CORP.: Seeks More Time to Object to Claims
PRESTWICK CHASE: APC Partners Files Joint Chapter 11 Plan
PRESTWICK CHASE: Can Use APC's Cash Collateral Until October 31
PROTOCOL SERVICES: Murray Devine Approved as Valuation Experts

RESORT AT SUMMERLIN: Bankruptcy Court Closes Chapter 11 Cases
RICHTER FURNITURE: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: NY City Wants Utilities Paid Prior to Parsons Sale
SEA INSURANCE: Moody's Withdraws Ba3 Financial Strength Rating
SIRVA INC: Lenders Extend Credit Agreement & Receivables Sale Pact

SOLECTRON CORP: Reports FY 2005 Fourth Quarter Financial Results
SPORTS CLUB: Arranging New Financing & Selling 9 Clubs for $65MM
SPORTS CLUB: Balance Sheet Upside-Down by $9.3-Mil at December 31
SPORTS CLUB: Stockholders' Deficit Widens to $11.4-Mil at March 31
STRATUS SERVICES: Shareholders Recommend Chapter 11 Filing

TECNET INC: Court Sets Dec. 8 Bar Date for Newly Discovered Claims
TEE JAYS: Taps Pounders & Associates as Real Estate Broker
T & M RENTALS: Case Summary & 13 Largest Unsecured Creditors
TIMES SQUARE: Taps Keen Realty to Market Retail Space
TOM'S FOODS: Opts to Sell Assets in 363 Sale Rather Than Liquidate

TOWER AUTOMOTIVE: Court Okays Bowling Green Sale for $1.5 Mil.
TOWER AUTOMOTIVE: Relocating Ford Ranger Frame Assembly Plant
TOWER AUTOMOTIVE: Wants to Reject Milwaukee Facility Agreements
TRI-STATE STRUCTURAL: Case Summary & 20 Largest Creditors
TRM CORPORATION: Gets $40.4 Million from Private Equity Placement

UAL CORP: Secures $3 Billion All-Debt Exit Financing
US CAN: Amends 2004 and Q1 & Q2 2005 Financial Statements
VIKING INSURANCE: Moody's Withdraws Ba3 Financial Strength Rating
WINDSWEPT ENVIRONMENTAL: Reports $1.3MM Equity Deficit at June 28
WORLDCOM INC: Inks $315 Mil. Tax Settlement Pact with 16 States

XTEN NETWORKS: Posts $309,804 Net Loss in Quarter Ended July 31

* U.S. Trustee's Office Issues Guidelines for Gulf Coast Debtors

* BOOK REVIEW: All Organizations Are Public: Comparing Public and
               Private Organizations

                          *********

ACC PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: ACC Properties 1, LLC
             c/o Adelphia Communications Corporation
             5619 DTC Parkway
             Greenwood Village, Colorado 80111

Bankruptcy Case No.: 05-44167

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ACC Properties 103, LLC                    05-44168
      ACC Properties 105, LLC                    05-44170
      ACC Properties 109, LLC                    05-44171
      ACC Properties 121, LLC                    05-44172
      ACC Properties 122, LLC                    05-44174
      ACC Properties 123, LLC                    05-44178
      ACC Properties 130, LLC                    05-44190
      ACC Properties 146, LLC                    05-44192
      ACC Properties 154, LLC                    05-44193
      ACC Properties 156, LLC                    05-44195

Type of Business: The Debtors are affiliates of Adelphia
                  Communications Corporation, which filed for
                  chapter 11 protection on June 25, 2002
                  (Bankr. S.D.N.Y. Case No. 02-41729).  These
                  Debtors have asked to be jointly administered
                  under the said case.

Chapter 11 Petition Date: October 6, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Paul V. Shalhoub, Esq.
                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, New York 10019
                  Tel: (212) 728-8764
                  Fax: (212) 728-8111

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  More than $100 Million

The Debtors' List of 20 Largest Unsecured Creditors is unavailable
as of press time.


AIR CARGO: Wants Exclusive Plan-Filing Period Extended to Nov. 2
----------------------------------------------------------------
Air Cargo, Inc., asks the U.S. Bankruptcy Court for the District
of Maryland to extend until Nov. 2, 2005, the time within which it
has the exclusive right to file a plan of reorganization.  The
Debtor also asks the Court to extend its exclusive period to
solicit plan acceptances to Jan. 4, 2006.

The Debtor tells the Court that it has entered a crucial stage of
its plan development as the mediation with Air France, the
truckers and other airlines moves forward.  The Debtor reminds the
Court that the mediation in the Air France Adversary Proceeding
was held on Sept. 15 and Sept. 16, 2005.  The mediation has been
partially successful after an initial settlement pact was drafted,
the Debtor says.  The extension will afford the Debtor an
opportunity to conclude the negotiation with Air France.

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


ALLEGIANCE TELECOM: Settles Verizon's $13.7 Million Admin. Claim
----------------------------------------------------------------
The Allegiance Telecom Liquidating Trust, successor-in-interest
to Allegiance Telecom, Inc., inked a settlement agreement
resolving all issues related to approximately $13.7 million in
administrative expense claims asserted by Verizon Communications
Inc. against the Debtor's estate.

The Verizon settlement, signed on Sept. 13, 2005, caps the net
liabilities owed to Verizon at $4.25 million.  The settlement
amount will be paid by XO Communications, Inc., pursuant to the
terms of its asset purchase agreement with the Debtor.  As
reported in the Troubled Company Reporter, XO Communications
acquired substantially all of the Debtor's assets in Feb. 2004 for
$322 million in cash and 45.38 million shares of XO common stock.

Eugene I. Davis, the ATLT plan administrator, asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
the settlement agreement and direct XO Communications to pay the
settlement amount owed to Verizon.

                      Verizon Claim

Verizon provided telecommunication services and facilities to
Allegiance Telecom  and its affiliates prior to and during the
course of the Debtor's bankruptcy proceedings.  Similarly, the
Debtor offered telecommunication services to Verizon pursuant to
interconnection agreements and tariffs filed with various state
and federal regulatory authorities, and other contracts.

In Aug. 2004, Verizon filed a request for payment of
administrative expenses totaling $13,655,149 for services rendered
to the Debtor from the petition date on May 13, 2003, to the plan
effective date on June 23, 2004.  Meanwhile, ATLT asserted that
that Verizon owes the Debtors over $11 million for services and
facilities provided during the same period.

Verizon claimed that the payments sought by the ATLT are not
supported by the terms of the applicable interconnection
agreements and tariffs.  The ATLT had also asserted that charges
sought by Verizon were calculated incorrectly and are not
supported by the terms of Verizon's contracts.

                   Settlement Agreement

To resolve all claims and counter-claims between Verizon and the
ATLT arising during the postpetition period, the parties agree to
limit Verizon's claim at $4.25 million.  The amount represents
charges owed to Verizon during the postpetition period, net of any
valid claims asserted by ATLT.

XO Communications is required to pay the settlement amount within
12 days following the Bankruptcy Court's approval of the
settlement agreement.  Verizon can compel the Debtor to pay the
settlement amount if XO Communications fails to pay Verizon by the
payment deadline.

Allegiance Telecom, Inc., (OTCB: ALGXQ) -- http://www.algx.com/
-- is a facilities-based national local exchange carrier
headquartered in Dallas, Texas.  Allegiance offers a complete
telecommunications package, including local, long distance,
international calling, high-speed data transmission and Internet
services and a full suite of customer premise communications
equipment and service offerings.  Allegiance serves 36 major
metropolitan areas in the U.S. with its single source approach.  
It announced financial restructuring plans under Chapter 11 of the
U.S. Bankruptcy Code on May 14, 2003.  Ira S. Dizengoff, Esq.,
Philip C. Dublin, Esq., and Kenneth A. Davis, Esq., at Akin Gump
Strauss Hauer & Feld represent Allegiance Telecom Liquidating
Trust.  On June 10, 2004, the Court confirmed the Debtor's Third
Amended Joint Plan of Reorganization and that Plan became
effective on June 23, 2004.


ALOHA AIRGROUP: Hires Steven Varner at Alvarez & Marsal as CRO
--------------------------------------------------------------
Aloha Airgroup and Aloha Airlines, Inc., ask the U.S. Bankruptcy
Court for the District of Hawaii for permission to retain
Alvarez & Marsal, LLC's Steven Varner as their chief restructuring
officer, nunc pro tunc to September 5, 2005.

Steven Varner, Alvarez & Marsal's managing director, has 14 years
of restructuring experience.  Mr. Varner has advised board of
directors, debtors-in-possession, investors, lenders and creditor
committees in numerous turnaround and reorganization situations.

Mr. Varner will:

   a) perform a financial review of the Debtors including but not
      limited to, a review and assessment of financial information
      that has been, and that will be, provided by the Debtors to
      the Senior DIP Lenders, including without limitation their
      short and long term projected cash flows and assist the
      Debtors in developing and refining their business plan;

   b) assist in the identification of cost reduction and
      operations improvement opportunities;

   c) develop for the boards review possible restructuring plans
      or strategic alternatives for maximizing the enterprise
      value of the Debtors' business lines; and

   d) perform such other services as requested or directed by the
      board and agreed to by such officer.

Mr. Varner discloses that his Firm receives a $25,000 retainer.  
He will bill the Debtors $550 per hour for his professional
services.  

The Debtors assure the Court that Mr. Varner and Alvarez & Marsal
do not represent any interest materially adverse to the Debtors or
their estate.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service        
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than  
$50 million in estimated assets and debts.


AMERICAN TOWER: Proposes New $2.45 Billion Credit Facilities
------------------------------------------------------------
American Tower Corporation's (NYSE: AMT) operating subsidiaries
are seeking to refinance the Company's existing credit facilities.  
The Company is proposing to refinance its existing $1.1 billion
senior credit facility at the American Tower operating company
level with a new $1.3 billion facility and to refinance its
existing $900 million senior secured credit facility at the
SpectraSite operating company level with a new $1.15 billion
facility.

The proposed AMT OpCo facility would consist of:

   -- a $300 million senior secured revolving credit facility,
   -- a $750 million senior secured term loan, and
   -- a $250 million senior secured delayed draw term loan,

each maturing in 2010.  

The proposed SCI OpCo facility would consist of:

   -- a $250 million senior secured revolving credit facility,
   -- a $700 million senior secured term loan, and
   -- a $200 million senior secured delayed draw term loan,

each maturing in 2010.

The Company is in the process of obtaining commitments from a
group of lenders for the new credit facilities.  The proposed
facilities are subject to satisfactory lender commitments and are
subject to negotiation, execution and delivery of definitive loan
documentation and various other conditions.

Borrowings under the new facilities would be used to repay the
Company's existing senior secured credit facilities and for
general corporate purposes, including refinancing other existing
indebtedness.  The Company is seeking to have the proposed credit
facility in place during the fourth quarter and expects that the
proposed credit facility will provide the Company with greater
liquidity, improve operating and financial flexibility and reduce
interest costs.

American Tower -- http://www.americantower.com/-- is the leading  
independent owner, operator and developer of broadcast and
wireless communications sites in North America. American Tower
owns and operates over 22,000 sites in the United States, Mexico,
and Brazil. Additionally, American Tower manages approximately
2,000 revenue producing rooftop and tower sites.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries.  The ratings action is based
upon:

   * the company's track record of good revenue and cash flow
     growth and free cash flow generation; and

   * its history of devoting that free cash flow to debt reduction
     to substantially reduce the company's financial risk profile.

Further, American Tower benefits from the acquisition of the less
leveraged Spectrasite and its substantial free cash flow
generation.

The affected ratings are:

  American Tower Corporation:

     * Corporate family rating upgraded to Ba2 from B1
     * Speculative grade liquidity rating affirmed at SGL-1
     * 9.375% Senior Notes due 2009 upgraded to B1 from B3
     * 7.5% Senior Notes due 2012 upgraded to B1 from B3
     * 7.125% Senior Notes due 2012 upgraded to B1 from B3
     * 5% Convertible Notes due 2010 upgraded to B1 from B3

  American Towers, Inc. (fka American Tower Escrow Corp.):

     * 7.25% Senior Subordinated Notes due 2011 upgraded to Ba2
       from B2

     * 0% Senior Subordinated Discount Notes due 2008 upgraded to
       Ba2 from B2

  American Tower, LP and American Towers, Inc. (co-borrowers):

     * Senior secured credit facility maturing 2011 upgraded
       to Baa3 from Ba3

  Spectrasite Communications, Inc.:

     * Senior secured credit facility maturing 2011/2012 upgraded
       to Ba1 from Ba3

  SpectraSite, Inc.:

     * Corporate family rating withdrawn
     * 8.25% Senior Notes due 2010 rating withdrawn.


AMERISOURCEBERGEN: Acquires Canada's Trent Drugs for $83 Million
----------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC) acquired Trent Drugs
(Wholesale) Ltd, one of the largest national pharmaceutical
distributors in Canada for a purchase price of approximately
US$83 million, which includes the assumption of debt of
approximately US$43 million.  AmerisourceBergen anticipates Trent
will be accretive to fiscal year 2006 earnings per share by
approximately $0.01 to $0.02.

"Trent's national coverage and its management team provide a solid
foundation for expanding our pharmaceutical distribution
capability into the Canadian marketplace," said R. David Yost,
AmerisourceBergen Chief Executive Officer.  "Trent is a logical
expansion of our pharmaceutical distribution business and
continues AmerisourceBergen's strategic focus on the
pharmaceutical supply channel."

"We are excited about joining AmerisourceBergen and continuing the
rapid growth of our distribution business in Canada," said Richard
Normandeau, who will remain Trent President and has joined
AmerisourceBergen as Regional Vice President, AmerisourceBergen
Drug Corporation in Canada reporting directly to Terrance Haas,
Senior Vice President and President of AmerisourceBergen Drug
Corporation.  "AmerisourceBergen's financial strength,
distribution expertise, and unique retail programs enhance our
ability to continue to offer our customers superior service and
distribution capability."

Headquartered in Kingston, Ontario, Trent generated about
US$500 million in revenue over the last twelve months.  Trent
distributes pharmaceuticals in the provinces of Ontario, Quebec,
British Columbia, and the Atlantic provinces, which represent
approximately 80 percent of the Canadian population.  Founded in
1986 by Mahen J. Acharya, Chairman and Chief Executive Officer,
the company has a strong presence in the Canadian retail pharmacy
market, and is focused on growing its hospital business.  Mr.
Acharya has left the company to pursue other interests.

AmerisourceBergen financed the acquisition with borrowings under a
new CDN$135 million credit facility that will be available as well
for general corporate purposes related to the Company's new
Canadian operations.

AmerisourceBergen (NYSE:ABC) -- http://www.amerisourcebergen.com/
-- is one of the largest pharmaceutical services companies in the
United States.  Servicing both pharmaceutical manufacturers and
healthcare providers in the pharmaceutical supply channel, the
Company provides drug distribution and related services designed
to reduce costs and improve patient outcomes.  AmerisourceBergen's
service solutions range from pharmacy automation and
pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education.  With more than $54
billion in annual revenue, AmerisourceBergen is headquartered in
Valley Forge, PA, and employs more than 14,000 people.  

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned Ba2 ratings to
AmerisourceBergen Corporation's new $500 million and $400 million
offerings of senior unsecured notes.  Proceeds from these
transactions are expected to be used to refinance two existing
senior note offerings.  The company recently announced board
authorization of approximately $400 million in share repurchases,
which will raise total repurchase availability to $750 million.
Following these announcements, Moody's affirmed ABC's existing
long-term and speculative grade liquidity ratings.  Moody's said
the rating outlook remains stable.


ANZA CAPITAL: Singer Lewak Expresses Going Concern Doubt
--------------------------------------------------------
Singer, Lewak, Greenbaum & Goldstein, LLP, expressed substantial
doubt about Anza Capital, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended April 30, 2005.  The auditing firm points to
the Company's recurring losses from operations, accumulated
deficit, and working capital deficiency.

McKennon, Wilson & Morgan, LLP, also raised substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for fiscal 2004.

The Company's balance sheet showed $9,777,000 of assets at
April 30, 2005 and liabilities totaling $10,510,000.           

During the year ended April 30, 2005, the Company posted a
$3,580,000 net loss compared to a $1,122,000 net loss in fiscal
2004.  The Company reported a 20.25% decline in revenue in Fiscal
2005 from the year earlier.  

Management attributes the losses in fiscal 2005 to decreased
production and lower earnings per loan.  Management also cites
three other contributing factors:

      - provision for contingent liabilities related to ongoing
        lawsuits totaling $740,178;

      - increases in general and administrative expenses; and

      - equity issuance costs paid to consultants totaling
        $1,643,207.

               Mortgage Banking Activities

Effective May 31, 2005, the Company terminated its mortgage
banking activities after failing to secure a renewal of its
warehouse line of credit.  The Company lost its warehouse line of
credit because its subsidiary, American Residential Funding, Inc.,
did not meet the maximum deductible requirement for the errors and
omissions insurance.

                   Material Weakness

Management identified two material weaknesses that render the
Company's disclosure controls and procedures ineffective at the
reasonable assurance level as of April 30, 2005.  These material
weaknesses are:

      a) Failure to timely file the Form 10-K for the year ended
         April 30, 2005.  Management evaluated the impact of the
         Company's inability to timely file periodic reports with
         the Securities and Exchange Commission and concluded that
         the control deficiency resulting from the late filing
         represent a material weakness.

      b) insufficient accounting and finance personnel.

To remediate the material weaknesses reported for the fiscal year
ended April 30, 2005, Management has retained a third-party
consultant to provide advise regarding the Company's financial
reporting process.

                     About Anza Capital

Headquartered in Costa Mesa, California, Anza Capital, Inc.,
operates as the holding company for American Residential Funding,
Inc. and Bravo Realty.com.  AMRES provides home financing through
loan brokerage and banking. AMRES, through its agents in 125
branches, is licensed in 34 states to originate loans.  The
mortgage loans originated by it are generally one-to-four-family
mortgage loans, which are permanent loans secured by mortgages on
nonfarm properties, including attached or detached single-family
or second/vacation homes and one-to-four-family primary
residences; and condominiums or other attached dwelling units,
including individual condominiums, row houses, townhouses, and
other separate dwelling units even when located in buildings
containing five or more such units.  Bravo is a real estate sales
company focused in California.


ATA AIRLINES: Wants Bar Date Set for Amended Scheduled Claims
-------------------------------------------------------------
As previously reported, on December 2, 2004, the U.S. Bankruptcy
Court for the Southern District of Indiana ordered all creditors
to file their prepetition claims against ATA Airlines, Inc. and
its debtor-affiliates on or before January 24, 2005.

The Bar Date Order did not require any person or entity:

   (i) whose claim is listed on the Statement of Financial
       Affairs and its Schedule of Assets and Liabilities filed
       by each of the Debtors on December 13, 2005;

  (ii) whose claim is not listed as "disputed," "contingent," or
       "unliquidated"; and

(iii) who does not dispute the amount, classification or
       nature of the claim set forth in the Schedules,

to file a proof of claim.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
relates that the Debtors intend to file Amended Schedules of
Assets and Liabilities.

Accordingly, the Debtors ask the Court to require any party whose
interests are affected by the Amendments and who dispute the
Amendment Liability to file a proof of claim on or before 5:00
p.m. Pacific time of the 23rd day from the filing of the Amended
Schedules.

The Debtors request that any Affected Party failing to timely file
a proof of claim be forever bound by the Amendment Liability.

           Procedure for Filing the Proofs of Claim

The Debtors propose to serve the notice of the Amendment Bar Date
to the Affected Parties within one business day of the filing of
the Amendments.

Copies of the Amendment Bar Date Notice may be obtained by calling
1-888-909-0100 or by downloading at the Web site of BMC Group at
http://www.bmcgroup.com/ata

Any Affected Party wishing to assert a prepetition claim under
Sections 101(5) and 501(d) of the Bankruptcy Code that is
different in amount or classification from the Amendment
Liability must file an original, written proof of claim by
overnight mail/hand delivery or by mail to BMC group.  Proofs of
claim sent by facsimile or telecopy will not be accepted.

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


ATKINS NUTRITIONALS: Disclosure Statement Hearing Set for Nov. 1
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 2:30 p.m., on Nov. 1, 2005, to consider
the adequacy of the Disclosure Statement explaining the First
Amended Joint Plan of Reorganization filed by Atkins Nutritionals,
Inc., and its debtor-affiliates.

                Summary of Amended Joint Plan

The Amended Plan provides for a restructuring of the Debtors'
financial obligations that will result in a significant
deleveraging of the Debtors and a downsized operation to better
meet reduced market demand.  

On the Effective Date of the Plan, Reorganized Atkins Holdings is
authorized to issue the New Common Stock without the need for any
further corporate action and without any further action by holders
of Claims or Equity Interests.  

The New Common Stock, which will be subject to dilution by the New
Management Interests, will consist of 15 million authorized shares
of Reorganized Atkins Holdings, 10 million of which will be issued
and distributed to the holders of Allowed First Lien Claims and
Allowed Second Lien Claims pursuant to Article IV of the Plan.  

The remainder of the authorized New Common Stock will be reserved
for future purposes, as determined by the Board of Reorganized
Atkins Holdings, consistent with its New Organizational Documents.

                Treatment of Claims and Interests

The Plan groups claims and interests into six classes.

Impaired claims consist of:

   1) First Lien Claims, totaling approximately $216.4 million
      will receive the Ratable Proportion of the New Tranche A
      Senior Notes and 8,400,000 shares of the New Common Stock;

   2) Second Lien Claims, totaling approximately $18 million will
      receive the Ratable Proportion of 1,600,000 shares of the
      New Common Stock and the New CVR Interests pursuant to the
      New CVR Agreement executed by the New CVR Agent;   

   3) General Unsecured Claims, totaling approximately $91 million
      will not receive or retain any property or interest in
      property on account of those Claims; and

   4) Old Equity Interests will be cancelled and the holders of
      Old Equity Interests will not receive or retain any property
      or interest in property on account of those Interests.

Unimpaired claims consist of:

   1) Priority Non-Tax Claims, totaling approximately $40,000 will
      be paid in full, in cash with post-petition interest;

   2) Other Secured Claims, totaling approximately $718,000 and at
      the sole option of the Debtors after consultation with the
      Pre-Petition Agent or the Reorganized Debtors will be:

      a) reinstated or be paid in full in cash, together with
         post-petition interest, or

      b) satisfied by the surrender of the underlying collateral
         or otherwise rendered unimpaired in accordance with
         Section 1124 of the Bankruptcy Code, or

      c) accorded other appropriate treatment, including deferred
         cash payments as consistent with Section 1129(b) of the
         Bankruptcy Code, or

      d) paid on other terms as the Debtors and the holders of
         of Other Secured Claims may agree upon.

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

   http://www.researcharchives.com/bin/download?id=051006002916

Objections to the Disclosure Statement, if any, must be filed and
served by Oct. 25, 2005.

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


ATKINS NUTRITIONALS: Wants to Walk Away from Unexpired Sublease
---------------------------------------------------------------          
Atkins Nutritionals, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to reject an unexpired nonresidential real property
lease located at 100 Park Avenue in Manhattan, nunc pro tunc to
Sept. 30, 2005.

The Sublease, dated Dec. 15, 2003, is between Atkins Nutritionals,
Inc., as sublessee, and Union Data Service Center, Inc., the
predecessor-in-interest to Seligman Data Corp., as sublessor.

The Debtors have evaluated the Sublease and the costs associated
with their obligations under the Sublease and have concluded that
the Sublease is unnecessary to their continued operations and
constitutes an unnecessary cash drain on their business.  At
present, the Debtors have vacated the premises, returned the keys
and provided written notice of surrender to Seligman Data.

The Debtors give the Court four reasons in support of their
motion:

   1) continued compliance with the terms of the Sublease would
      be burdensome and would provide no corresponding benefit to
      them or their estates;

   2) even with the assistance of the Debtors' real estate
      consultants to promote and market the Sublease for
      assignment or sublease to other parties, they have been
      unable to find that kind of arrangement on an economic
      basis;

   3) they have determined in the exercise of their business
      judgment that the Sublease has no value to their estates and
      it is in their best interests and of their creditors not to
      continue the Sublease; and

   4) Seligman Data as Sublandlord, will not be prejudiced by the
      effective date of the rejection because Seligman was already
      informed on Aug. 16, 2005, of the Debtors' intention to
      surrender the premises of the real property and Seligman
      will be informed of the proposed effective date of the
      rejection.

The Court will convene a hearing at 10:00 a.m., on Oct. 11, 2005,
to consider the Debtors' request.  

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


BANC OF AMERICA: Fitch Places Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Banc of America Large Loan, Inc., commercial mortgage pass-through
certificates, Series 2005-ESH are rated by Fitch Ratings::

     -- $749,050,000 class A-1 'AAA';
     -- $305,950,000 class A-2 'AAA';
     -- $475,000,000 class A-3 'AAA';
     -- $2,420,000,000 class X-1 'AAA';
     -- $2,420,000,000 class X-2 'AAA';
     -- $290,000,000 class B 'AA-';
     -- $60,000,000 class C 'A+';
     -- $56,000,000 class D 'A';
     -- $99,000,000 class E 'A-';
     -- $62,000,000 class F 'BBB+';
     -- $65,000,000 class G 'BBB';
     -- $138,000,000 class H 'BBB-';
     -- $120,000,000 class J 'BB+';
     -- $100,000,000 class K 'BB'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, of which the primary asset is one
floating-rate loan secured by a portfolio of 450 extended stay
hotels and one office building, having an aggregate principal
balance of approximately $2,520,000,000 as of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report titled 'Banc of America Large Loan, Inc., series 2005-ESH',
dated Sept. 16, 2005, and available on the Fitch Ratings web site
at http://www.fitchratings.com/


BETHLEHEM STEEL: Trust Wants Montage Fee Engagement Pact Approved
-----------------------------------------------------------------
Montage Partners, LLC, a Nevada limited liability company, has
proposed to locate otherwise uncollected assets which previously
constituted Bethlehem Steel Corporation and its debtor-affiliates'
assets for which the Bethlehem Steel Corporation Liquidating Trust
has not collected.  

Thus, pursuant to a Contingent Fee Engagement Agreement, the
Liquidating Trust will engage Montage as an independent contractor
to locate the Specified Assets and realize on and collect those
assets through commercial, legal or judicial process for the
benefit of the Trust.  Montage will furnish to the Liquidating
Trust a detailed description of the Specified Assets.

John W. Kibler, Esq., at King & Spalding LLP, in New York,
recounts that pursuant to the Debtors' confirmed Plan of
Liquidation, James A. Goodman, as Liquidating Trustee, is
authorized to compromise, adjust, pursue, prosecute, abandon or
otherwise deal with and settle any cause of action in favor of or
against the Liquidating Trust.

Mr. Kibler tells the U.S. Bankruptcy Court for the Southern
District of New York that under the Agreement, Montage will
receive a commission equal to 50% of the gross recovery from the
realization or collection of the Specified Assets.  Montage will
at first remit to the Liquidating Trust the total proceeds of the
gross recovery immediately on the realization upon or collection
of all or any portion of the Specified Assets.  The Liquidating
Trust will forward back to Montage 50% of the total proceeds of
the gross recovery realized or collected upon all or a portion of
the Specified Assets remitted to the Trust.

By this application, the Liquidating Trust asks Judge Lifland to
approve the Contingent Fee Engagement Agreement with Montage.

According to Mr. Kibler, Montage will bear all collection costs,
finders' or other fees, charges, commissions, or expenses
attendant to the location, realization or collection of the
Specified Assets.  Montage will also shoulder all counsel fees and
litigation expenses, if any, attendant to the location,
realization or collection of the Specified Assets.  However, if
the Commission under the Agreement minus all Litigation Costs
incurred by Montage will result in Montage recovering less than
40% of the gross recovery, then the Liquidating Trust and Montage
will each bear one-half of any additional Litigation Costs
incurred once the Minimum Commission Recovery is obtained.

A full-text copy of the Contingent Fee Engagement Agreement is
available for free at:

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

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-   
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BUEHLER FOODS: Plans to Close Six More Stores
---------------------------------------------
Bill Medley, writing for the Evansville Business Journal, reports
that Buehler Foods, Inc., will close six additional stores.  Three
of the stores are located in Louisville, Ky., and the other three
are located in Jeffersonville, Ind., Shelbyville, Ky., and St.
Matthews, Ky.  

As previously reported, the Company closed four former Winn-
Dixie stores in Louisville and made plans to close four more
supermarkets while in bankruptcy protection.  Two Buehler stores
in the Louisville area -- located on Lyndon Lane and Dixie
Highway -- will be closed along with stores in Princeton, Ind.,
and Carmi, Ill.

Buehler is Indiana's largest privately owned independent food
retailer, employing more than 3,000 people.

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


BUENA VISTA: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Buena Vista Lofts LLC
        2901 Waverly Place
        Los Angeles, California 90039

Bankruptcy Case No.: 05-36011

Chapter 11 Petition Date: October 6, 2005

Court: Central District of California (Los Angeles)

Judge: Erithe A. Smith

Debtor's Counsel: Steven A. Schwaber, Esq.
                  2600 Mission Street, Suite 100
                  San Marino, California 91108
                  Tel: (626) 403-5600

Total Assets: $23,453,000

Total Debts:  $12,169,703

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cliff Lockman                 Loan convertible          $150,000
4401 Morella Street           into equity -
Studio City, CA 91607         unsecured

Donna Spencer                 Unsecured loan            $120,000
1793 North Euclid Avenue
Upland, CA 91784

Manuel Godinez                Unsecured loan            $100,000
624 Chicago Street
Los Angeles, CA 90023

Donna and Greg Kittleson      Unsecured loan            $100,000
2491 Euclid Crescent East
Upland, CA 91784

Donna Spencer                 Unsecured loan             $50,000

Donna and Greg Kittleson      Unsecured loan             $50,000

Carlson Law Group             Legal services             $46,833

M2A                           Architectural              $46,414
                              Services

Mark Cowper                   Unsecured loan             $30,000

Michael Cowper                Unsecured loan             $20,000

Nabih Youssef & Assoc.        Structural                  $8,918
                              Engineering
                              Serivces

Kimley-Hom                    Civil Engineering           $1,193
                              Services

Craig Lawson & Co.            Consulting Services-          $345
                              Land use  


CARBIZ INCORPORATED: Closes $690,318 Debenture Financing
--------------------------------------------------------
Carbiz Inc. has closed a non-brokered convertible debenture
financing pursuant to which a total of CDN$809,119 or $690,318
principle amount of debentures were issued.

Proceeds from this financing will be used to repay the principle
and interest related to certain of the debentures maturing on
Oct. 6, 2005.  Carbiz also is continuing to work toward listing of
its common shares for trading on the United States Over-the-
Counter (OTC) Bulletin Board.

Pursuant to the terms of the financing, upon listing on the OTC
Bulletin Board and its concurrent delisting from the TSX Venture
Exchange, the principle amount of the debentures and all accrued
interest will be automatically converted to units of Carbiz at a
conversion price of CDN$0.15 per unit.  Each unit will consist of
one common share, one Class A common share purchase warrant and
one-half of one Class B common share purchase warrant.  Each whole
Class A or Class B purchase warrant may be exercised to acquire
one Carbiz common share at a price of CDN$0.15 on or before the
date that is five years from the date of issuance of the new
debentures.

Certain of Carbiz's debenture holders agreed to an extension of
the maturity date of their convertible debentures.  Those current
debenture holders who have agreed to a 6-month extension of the
original maturity date of their debenture will enjoy the same
conversion terms as the new debenture holders.  All of the new
debentures were purchased by insiders of Carbiz.

Based in Sarasota, Florida and Toronto, Canada, Carbiz, Inc.,
-- http://www.carbiz.com/-- is a provider of Internet and  
software solutions to the North American automotive industry.  
Carbiz's suite of business solutions includes dealer software
products focused on the finance, sub-prime finance and "buy-here,
pay-here" markets.  Carbiz has 40 full-time employees and provides
finance solutions, lead generation, Internet capability and
training services.  Carbiz supports more than 3,000 dealers with a
recurring revenue model, in addition to individual product sales.
Carbiz also provides a tax refund service and refund anticipation
loans at a facility in Clearwater, Florida that employs 90 people
on a seasonal basis.

As of July 31, 2005, the Company's equity deficit narrowed to
$964,981 from a $1,062,047 deficit at January 31, 2005.


CAROLINA TOBACCO: Wants Kerr Russell as Special Litigation Counsel
------------------------------------------------------------------
Carolina Tobacco Company asks the Honorable Elizabeth L. Perris of
the U.S. Bankruptcy Court for the District of Oregon for
permission to employ Kerr, Russell & Weber, PLC, as its special
counsel.

KRW will represent the Debtor in a pending state court litigation
in the State of Michigan entered as Carolina Tobacco Company v.
Mike Cox, Ingham County Circuit Court Case No. 04-868-CZ.

KRW will:

   (a) prepare and file all documents necessary to stay the
       pending litigation, and

   (b) take any other action necessary or advisable depending on
       the status of the Debtor's bankruptcy proceeding.

Joanne G. Swanson, Esq., a partner at Kerr, Russell & Weber, PLC,
discloses that the Firm received a $6,000 prepetition retainer.  
The current hourly rates of professionals engaged are:

   Professional                Designation     Hourly Rate
   ------------                -----------     -----------
   William A. Sankbeil, Esq.   Attorney            $360
   Joanne G. Swanson, Esq.     Attorney            $270

The Debtor believes that Kerr, Russell & Weber, PLC, is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Kerr, Russell & Weber, PLC -- http://www.krwplc.com/-- is a full  
service law firm.

Headquartered in Portland, Oregon, Carolina Tobacco Company
-- http://www.carolinatobacco.com/-- manufactures 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 $24,408,298 in assets and
$14,929,169 in debts.


CARRINGTON MORTGAGE: Fitch Puts BB+ Rating on $6.7MM Pvt. Certs.
----------------------------------------------------------------
Carrington Mortgage Loan Trust series 2005-NC5, is rated by Fitch
Ratings:

     -- $1.0 billion classes A-1, A-2 and A-3 certificates 'AAA';

     -- $52.4 million class M-1 certificates 'AA+';

     -- $49.0 million class M-2 certificates 'AA';

     -- $32.9 million class M-3 certificates 'AA-';

     -- $24.2 million class M-4 certificates 'A+';

     -- $44.3 million class M-5 and class M-6 certificates 'A';

     -- $16.1 million class M-7 certificates 'A-';

     -- $18.1 million class M-8 certificates 'BBB+';

     -- $16.1 million class M-9 certificates 'BBB';

     -- $14.8 million class M-10 (privately offered) certificates
        'BBB-';

     -- $6.7 million class M-11 (privately offered) certificates
        'BB+'.

The 'AAA' rating on the senior certificates reflects the 23.20%
total credit enhancement provided by the 3.90% class M-1, the
3.65% class M-2, the 2.45% class M-3, the 1.80% class M-4, the
1.75% class M-5, the 1.55% class M-6, the 1.20% class M-7, the
1.35% class M-8, the 1.20% class M-9, the 1.10% class M-10, the
0.50% class M-11 and the 2.75% 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 primary servicing
capabilities of New Century Mortgage Corporation (rated 'RPS3' by
Fitch).  Deutsche Bank National Trust Company will act as trustee.

As of the cut-off date, Oct. 1, 2005, the mortgage loans have an
aggregate balance of $1,378,577,271.  Approximately 67.61% of the
mortgage loans are interest only.  The weighted average mortgage
rate is approximately 7.04% and the weighted average remaining
term to maturity is 356 months.  The average cut-off date
principal balance of the mortgage loans is approximately $221,129.  
The weighted average original loan-to-value ratio is 80.61% and
the weighted average Fair, Isaac & Co. score is 631.  The
properties are primarily located in California (39.03%), Florida
(8.38%) and New York (6.99%).


DAVITA INC: Completes Gambro Healthcare Acquisition
---------------------------------------------------
DaVita Inc. (NYSE: DVA) closed its acquisition of Gambro
Healthcare U.S. on Oct. 5, 2005.  The closing follows the Federal
Trade Commission completing its review of the acquisition earlier
this week and issuing a consent order allowing for the closing of
the acquisition.  As part of the transaction, DaVita also entered
into a previously announced supply agreement with Gambro Renal
Products to provide a significant majority of its hemodialysis
product supply and equipment requirements for the next ten years.

DaVita financed the acquisition largely through a new credit
facility, entered on Oct. 5, 2005, with JP Morgan Securities Inc.
serving as lead arranger on this financing.  The facilities under
the credit agreement consist of a $250 million six-year revolving
credit facility, a $350 million six-year term loan A facility and
a $2,450 million seven-year term loan B facility.

DaVita CEO, Kent Thiry stated, "The DaVita Village is excited to
welcome the good people of Gambro.  We continue to believe that
this combination will significantly increase our ability to meet
the needs of all of our constituencies over the long-term."

Giving effect to the divestitures required by the FTC in the
consent order, DaVita's acquisition adds approximately 520
dialysis centers to its operations representing a total census of
approximately 39,000 patients.  DaVita now serves approximately
94,000 patients at over 1,200 clinics in more than 40 states and
the District of Columbia.

Gambro AB is a global medical technology and healthcare company
with positions in renal care (services and products) and blood
component technology.  Gambro generated approximately
$3.23 billion (SEK 26.1 billion) of revenue in 2003, 60 percent of
which was for dialysis services.

DaVita, Inc., headquartered in El Segundo, California, is an
independent provider of dialysis services in the U.S. for patients
suffering from end-stage renal disease (chronic kidney failure).
As of December 31, 2004, the company operated 658 outpatient
dialysis centers located in 37 states and the District of
Columbia, serving over 53,000 patients.  For the last twelve
months ended March 31, 2005, DaVita had total revenues of $2.4
billion.  

                       *     *     *

The Company's 6-5/8% Senior Notes due Mar. 15, 2013 carries
Standard & Poor's Ratings Services B rating.


DELTA AIR: Court Gives Final Nod on GE's $2.2 Bil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted final approval for the $2.2 billion in post-petition
financing Delta Air Lines (NYSE:DAL) has arranged to help support
its business during its Chapter 11 reorganization.

On Thursday, Judge Prudence C. Beatty granted final authority for
Delta to utilize $1.9 billion in debtor-in-possession financing
provided to Delta by GE Commercial Finance and Morgan Stanley as
co-lead arrangers.  Pursuant to the court's interim approval in
the first day orders on Sept. 16, 2005, Delta had already borrowed
$1.4 billion under this facility.  The total size of this credit
facility was increased to $1.9 billion from $1.7 billion, and the
interest rate on two of the term loans under this facility was
reduced due to strong demand from participants in the loan
syndicate.

The Court has also given final approval for Delta's secured post-
petition financing provided by American Express.  Delta borrowed
the full $350 million of this facility pursuant to the Court's
interim approval on Sept. 16, 2005.  In connection with the
borrowing of the balance of the $1.9 billion DIP facility, Delta
will apply $50 million of the proceeds to pay down an equal amount
of the American Express facility.  As a result, Delta will have
$2.2 billion of post-petition financing, an increase of
approximately $1.22 billion from the pre-petition secured credit
facilities.

"We are very pleased with the successful outcome of our efforts to
obtain this level of post-petition financing," said Edward
Bastian, Delta's chief financial officer.  "Because of strong
demand from financial institutions that wanted to participate in
the DIP loan being arranged by GE Commercial Finance and Morgan
Stanley, we were able to increase the size of that loan by
$200 million and also reduce the interest rate we will pay on a
substantial portion of this loan.  We believe that our ability to
achieve these significant improvements to the DIP credit facility
and to secure the continued participation of American Express in
the loan package indicates the confidence that investors have in
our business plan and our ability to execute that plan.  The
financial demands on our company continue to be unrelenting --
including unprecedented and unpredictable fuel prices.  We believe
our new financing arrangements will be sufficient to support our
business during the reorganization, but it will require a
continued commitment across our organization to reducing costs and
growing revenues."

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


DELTA AIR: DP3 Wants Continued Payment on Retired Pilots' Pensions
------------------------------------------------------------------
DP3, Inc., doing business as Delta Pilots' Pension Preservation
Organization, represents 1,800 retired pilots of Delta.  DP3 tells
the U.S. Bankruptcy Court for the Southern District of New York
that Delta Air Lines Inc. and its debtor-affiliates are attempting
to circumvent the procedural requirements of Section 1113 of the
Bankruptcy Code in their request to honor obligations to
employees, including the retired pilots.

Dean Booth, Esq., at Schreeder, Wheeler & Flint, LLP, in Atlanta,
Georgia, points out that the Debtors have represented that they do
not seek authority to continue paying the ongoing minimum funding
contributions to the retired pilots' defined benefit plan and
ongoing non-qualified pension benefit payments in accordance with
the unrejected and unmodified collective bargaining agreement.

Mr. Booth reminds Judge Beatty that Section 1113 of the
Bankruptcy Code forbids any unilateral modification of benefits
paid pursuant to a CBA unless certain substantive and procedural
requirements are satisfied.  The Court may approve a rejection of
a CBA if it determines that:

   (1) the debtor has submitted proposals to the union;

   (2) the union has rejected the Debtor's proposals without good
       cause; and
  
   (3) the balance of the equities clearly favors rejection of
       the agreement.

Allowing a debtor to cease paying its collectively bargained
obligations at the outset of a reorganization case before
rejection of the applicable CBA violate both Section 1113 and the
statutory distress termination procedures under the Employee
Retirement Income Security Act.

Mr. Booth asserts that the failure to make the payments under the
benefit plans is a de facto unilateral modification, or
termination, of benefits prohibited by Section 1113.

Delta admitted during the first day hearing that $15 million for a
$21 billion company is absolutely ordinary course, Mr. Booth
points out.  He avers that, if $15 million is so relatively
immaterial to a $21 billion company like Delta, then Delta can
certainly afford to pay its obligations to its retired pilots as
required by the CBA.

DP3 suspects that Delta is following the playbook of United Air
Lines by promising to skip the October minimum funding
contribution and by terminating payments under the non-qualified
plan.  

United Air Lines recently orchestrated an "involuntary" Pension
Benefit Guaranty Corporation termination of its pilots' pension
plan by "skipping" minimum funding contributions so that United
could breach its prior agreement with the pilots' union regarding
maintenance of their pension plans and avoid the substantive and
procedural requirements of Section 1113.

The PBGC will use the missed payments by Delta as an excuse to
"involuntarily" terminate the defined benefit pension plan before
the cost of living adjustment to PBGC's guaranteed maximum benefit
kicks in for 2006.

DP3 asks the Court not to allow Delta to similarly do an end run
around their CBA through a premeditated strategy of a consensual
"involuntary" pension plan termination by the PBGC with Delta's
aid and blessing.

Mr. Booth asserts that Delta's bypass of Section 1113 is a fait
accompli.  He explains that Delta and the not yet appointed
authorized representative of the retired pilots cannot now
negotiate "proposed" modifications to the retirees' collectively
bargained for pension benefits in good faith.  Rather than having
to offer a proposal of cutting benefits, Delta would be in the
enviable position of offering to restore already terminated
benefits.  Section 1113 and the Railway Labor Act do not allow for
unilaterally preempted one-sided negotiations between management
and labor.

Accordingly, DP3 asks the Court to compel the continued payment of
ongoing minimum funding contributions to the retired pilots'
defined benefit plan and ongoing non-qualified pension benefit
pursuant to the CBA.

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


DELTA AIR: Gets Court Nod to Assume Delta Connection Agreements
---------------------------------------------------------------
The Delta Connection program is Delta Air Lines, Inc.'s regional
carrier service, which feeds passengers and cargo to its extensive
route system through contracts with various regional airlines,
including:

    -- the Second Amended and Restated Delta Connection Agreement
       dated as of September 8, 2005, between Delta Air Lines,
       Inc., and Atlantic Southeast Airlines, Inc., and

    -- the Amended and Restated Delta Connection Agreement dated
       as of September 8, 2005, by and between Delta and SkyWest
       Airlines, Inc.

By this motion, Delta Air Lines Inc. and its debtor-affiliates
sought the U.S. Bankruptcy Court for the Southern District of New
York's permission to assume the SkyWest and ASA Connection
Agreements.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
explain that, under the Connection Agreements, the regional
airlines offer air transportation of passengers or cargo
exclusively under the DL flight designator code of Delta primarily
between small and medium-sized cities and the Debtors' hub
airports.  

The Debtors schedule all of the Delta Connection flights operated
by these regional airlines and retain all revenues generated from
those flights, including all passenger ticket sales and cargo
sales.  In exchange for operating the Delta Connection service,
the Debtors pay each of the regional carriers for the cost of
operating those flights and other factors intended to approximate
market rates for those services.

ASA is a regional airline that has served as a leading member of
Delta Connection since 1984.  ASA operates more than 900 Delta
Connection flights each day to 126 airports in 38 states, the
District of Columbia, Canada, Mexico and the Caribbean.  ASA
operates a fleet of 151 aircraft and employs nearly 6,000 aviation
professionals across its route system.  Delta acquired a 20
percent ownership stake in ASA in 1984 and purchased all of the
remaining outstanding equity of ASA in 1999.

SkyWest Airlines is a wholly owned subsidiary of SkyWest, Inc.,
and operates as an independently owned partner carrier for the
Debtors and United Airlines.  SkyWest Airlines has been a Delta
Connection carrier since 1987 and currently serves 59 Delta
Connection locations with approximately 480 daily departures,
primarily from Delta's hub in Salt Lake City, Utah.  SkyWest
Airline's Delta Connection fleet currently consists of 56 fifty-
passenger Canadair Regional Jets.

On August 15, 2005, Delta and ASA Holdings, Inc., entered into a
Stock Purchase Agreement to sell 100% of the outstanding shares of
ASA to SkyWest for a total purchase price of $425 million.  On
September 7, 2005, the transaction contemplated by the ASA Sale
Agreement closed and Delta received $350 million, consisting of
$330 million of purchase price and $20 million related to aircraft
deposits.

Delta entered into the Connection Agreements, under which ASA and
SkyWest Airlines agreed to continue to serve as Delta Connection
regional carriers through 2020.  Delta's Connection Agreement with
ASA includes strong incentives for ASA to meet or exceed specific
performance benchmarks and enhance cost efficiency.  In connection
with entering into the Connection Agreements, Delta or Comair,
Inc., has agreed to lease or sublease a total of 40 regional jet
aircraft to ASA or SkyWest Airlines for the duration of the
applicable Connection Agreement.

Pursuant to the ASA Sale Agreement, upon assumption of the
Connection Agreements pursuant to a court order containing certain
negotiated provisions, Delta will receive an additional $125
million from SkyWest under the ASA Sale Agreement, consisting of
$95 million of deferred purchase price and $30 million related to
additional aircraft deposits, providing the Debtors estates with a
substantial and critical postpetition cash infusion.

Mr. Huebner asserts that, in addition to providing $125 million of
cash needed to sustain the Debtors' operations, assuming the
Connection Agreements is important to the Debtors' operations
because it will enable the traveling public to continue to make
convenient connections at the Debtors' hubs to smaller-sized
cities via flights operated by ASA or SkyWest Airlines.  

Without these connections to Delta Connection flights operated by
ASA and SkyWest Airlines, the Debtors would be unable to maintain
acceptable levels of passenger and cargo service to certain
markets, Mr. Huebner says.

                      *     *     *

At a hearing yesterday, Oct. 6, 2005, the Debtors received court
authorization to assume the Delta Connection agreements between
Delta and Atlantic Southeast Airlines and SkyWest Airlines, which
were entered into in September 2005 in connection with Delta's
sale of ASA to SkyWest Inc.

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


DIAL THRU INT'L: Posts $1.05MM Net Loss in Quarter Ended July 31
----------------------------------------------------------------
Dial Thru International Corporation delivered its financial
results for the quarter ended July 31, 2005 to the Securities and
Exchange Commission on Sept. 14, 2005.

In its Form 10-QSB for the quarter ended July 31, 2005, the
Company reports a $1,049,142 net loss as compared to $488,273 net
loss for the same period in 2004.  The Company's operating loss
has increased and to date it has been generally unable to achieve
positive cash flow on a quarterly or annual basis, primarily due
to the fact that its present lines of business do not generate a
volume of business sufficient to cover overhead costs.

At July 31, 2005, the Company's balance sheet showed $3,275,125 of
assets, liabilities totaling $9,641,583 and a stockholders'
deficit of $6,366,458.

The Company has an accumulated deficit of approximately $48.4
million as  well as a working capital deficit of approximately
$6.7 million at July 31, 2005.   The Company currently has no
commitments for additional funding or credit facilities.  

                      Most Payables Past Due

The Company has a significant amount of trade accounts payables
and accrued liabilities, of which approximately 68%, or
approximately $4.2 million, is past due.  Management anticipates a
$500,000 to $700,000 cash shortfall from operations during the
next 12 months.

                    Debt Agreement Violations

Management reports that the Company has violated certain
requirements of its convertible debt agreements relating to
failure to register the underlying securities, and timely payment
of principal and interest, including payment in full on the
maturity date of the notes, either through the issuance of common
stock, or payment in cash.  The Company's lenders have not
declared Dial Thru in default and have allowed it to continue to
operate.

On June 1, 2005, the Company and its third-party lenders agreed to
amend the notes payable and convertible debenture agreements to
extend the maturity dates to various times ranging from November
26, 2005 through February 29, 2008.

Further, approximately $2.3 million is due to two of the Company's
executives and a director.

                       Going Concern Doubt

KBA Group LLP, raised substantial doubt about the Company's
ability to continue as a going concern after auditing its
financial statements for the fiscal year ended Oct. 31, 2004.  KBA
Group's audit report pointed to the Company's:

       - recurring losses since fiscal 2002;
       
       - $9.3 million excess in current liabilities against
         current assets; and

       - shareholders' deficit totaling $6.5 million.

                        About Dial Thru

Dial Thru International Corporation -- http://www.dialthru.com/--
is a facilities-based provider of telecommunications products and
services, including international dial-thru, re-origination,
Internet fax, e-Commerce, ISP, ASP, Unified Messaging, phone card
products, and other enhanced Internet telephony services.  The
Company is developing a private IP Telephony network and utilizes
Voice over Internet Protocol and other compression techniques to
improve both cost and efficiencies of telecommunications
transmissions.  Dial Thru selectively targets emerging
international markets with demand for services that can be derived
from IP technologies.


DELPHI CORP: Potential Ch. 11 Filing Cues Fitch to Junk Ratings
---------------------------------------------------------------
Given the potential for a bankruptcy filing by Delphi
Corporation's self-imposed deadline of Oct. 17, Fitch Ratings has
downgraded the ratings of Delphi:

     -- Issuer default rating (IDR) to 'CCC' from 'B-';
  
     -- Senior unsecured notes to 'CC' and revised the recovery
        rating on the senior unsecured to 'R6' from 'R5';

     -- Trust preferred securities to 'CC' and revised the
        recovery rating on the senior unsecured to 'R6' from 'R5'.

The senior secured bank facilities remain at 'B' (revised recovery
rating of 'R1' from 'R3').  All ratings remain on Rating Watch
Negative.

Fitch believes that the ability of the UAW to influence the
restructuring of Delphi is greater through an out-of-court
process, thereby providing an incentive for concessions.  However,
the complexity of the three-party negotiations, the short time-
frame involved, and the uncertainty surrounding GM's strategy in
resolving Delphi's situation have heightened the risks of a
bankruptcy.

Fitch believes that the bulk of the cost reductions necessary to
return Delphi to financial viability will fall on the UAW through
headcount reductions, facility closures, and wage and benefit
reductions.  Although General Motors has guaranteed very
substantial benefit obligations for Delphi workers in the event of
a bankruptcy, Fitch does not view these guarantees as sufficient
rationale in itself to cause GM to avoid a Delphi bankruptcy.  

The nature of the cash outflows associated with Delphi's pension
and OPEB obligations, the fact that OPEB obligations are likely to
be reduced at some point (due to the unsustainability of current
health care spending levels at GM), and the potential capacity to
terminate Delphi's pension program indicate that the impact of
absorbing these obligations is primarily longer term in nature.

The potential ability to terminate Delphi's pension plan in
bankruptcy may provide incentive to GM and Delphi to pursue this
route.  This would allow Delphi to avoid very significant near-
term funding requirements and, over the long term, would add PBGC
resources to pay Delphi pension obligations and moderate GM's
liabilities under the guarantee.  However, Fitch does expect GM
participation in any form of restructuring as the potential for
supply disruptions, labor disruptions, and the incentive to
maintain open UAW relations provide substantial rationale for GM
to contribute financially to a smooth restructuring process.

In a bankruptcy, Fitch's recovery analysis shows that unsecured
debt holders are likely to suffer substantial losses.  Fitch views
that a bankruptcy restructuring could result in a partial
dismantling of the company, driven in part by GM's ability to
influence the direction of the restructuring via supply contracts.

Unsecured holders would also be substantially diluted by PBGC
claims and GM claims arising under its guarantee, limiting
recovery prospects.  If Delphi were to file prior to the Oct. 17
deadline (the date that the new bankruptcy law takes effect),
secured holders would likely be in a position of full recovery.  
However, on Oct. 17 and under the new law, trade creditors are
expected to move up the recovery chain in terms of access to
collateral.

In addition, under proposed pension legislation, the PBGC is
seeking to obtain additional collateral rights that would not
apply under the current bankruptcy code.  As a result of Fitch's
expectation that any bankruptcy filing is likely to occur prior to
the impact of the new bankruptcy code and pension legislation, the
recovery rating on the secured holders have been revised to 'R1'
from 'R3', while the recovery ratings on the senior unsecured debt
have been revised to 'R6' from 'R5'.


DELTA FUNDING: Fitch Junks Ratings on Six Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Delta Funding
Corp. home equity transactions:

   Delta Funding, series 2000-1
   
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'C' from 'CC'.

   Delta Funding, series 2000-2
   
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 affirmed at 'BBB-';
     -- Class B remains at 'C'.

   Delta Funding, series 2000-3
   
     -- Classes A-1A and A-6F affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'A-' from 'A';
     -- Class B downgraded to 'C' from 'B-'.

   Delta Funding, series 2000-4
   
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 remains at 'CCC';
     -- Class B remains at 'C'.

The underlying collateral of these deals consists of a mix of both
fixed and adjustable-rate subprime mortgages.

The affirmations affect approximately $41.9 million in principal.
The upgrades affect approximately $26.3 million in principal and
the downgrades affect around $25.3 million.

The pool factors (principal outstanding as a percent of the
initial loan pool) on the above referenced transactions range from
11.45% (series 2000-2) to 14.70% (series 2000-1).

Due to performance triggers that are in breach in all the
transactions, principal distributions on the certificates are
currently applied in a sequential order.  Thus, the priority of
payments has varied effects on the assorted parts of each pool's
capital structure.

Generally, this results in a reduction to the credit risk of the
more senior tranches, as evidenced by the upgrades to the class M-
1 in series 2000-1 and series 2000-2.  There is, however, a higher
degree of risk associated with the lower priority of payment to
the subordinate classes, represented by the downgrades in series
2000-1 and series 2000-3.

Fitch will continue to closely monitor these deals. Further
information regarding current delinquency, loss, and credit
enhancement statistics is available on the Fitch Ratings web site
at http://www.fitchratings.com/


DEVELOPERS DIVERSIFIED: Completes $177 Million Asset Disposition
----------------------------------------------------------------
Developers Diversified Realty Corporation completed its
$177 million disposition of 25 office and industrial properties to
Brascan Real Estate Opportunity Fund, an investment fund launched
by Brookfield Asset Management Inc. (currently Brascan
Corporation).

The $177 million sale price is comprised of $170 million in cash
and a contingent payment of $7 million in subordinated equity,
based on the portfolio's performance, including proceeds from a
potential disposition.

As previously disclosed, proceeds from the sale will be used to
pay down Developers Diversified's revolving credit facility, which
was used to fund Developers Diversified's acquisition of its
interest in the real estate underlying a portfolio of open and
operating Mervyns stores, and for general corporate purposes.

Brascan Real Estate Opportunity Fund --
http://www.brascancorp.com/-- was established by Brookfield Asset  
Management to invest opportunistically in commercial real estate
in North America.  Brookfield Asset Management is a specialist
asset management company, with a focus on property, power and
infrastructure assets.  The Company has $40 billion of assets
under management, including 70 premier office properties and over
130 power generating plants.  The Company is listed on the New
York and Toronto stock exchanges under the symbol BNN.

Developers Diversified -- http://www.ddr.com/-- currently owns or  
manages over 500 operating and development retail properties in 44
states, plus Puerto Rico, comprising approximately 114 million
square feet.  Developers Diversified is a self-administered and
self-managed real estate investment trust (REIT) operating as a
fully integrated real estate company which acquires, develops and
manages shopping centers.  

                        *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Fitch Ratings has upgraded the following securities issued by
Developers Diversified Realty Corp and Developers Diversified
Realty, L.P.:

     -- Senior unsecured debt to 'BBB' from 'BBB-'.

Fitch also affirms the following:

     -- Preferred stock 'BB+'.

Fitch said the rating outlook is stable.


DOANE PET: Offering $150 Million Notes Via Private Placement
------------------------------------------------------------
Doane Pet Care Company commenced a private placement of
$150 million of senior subordinated notes due 2015.  The senior
subordinated notes will not be registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.  The private offering, which is subject
to market and other conditions, will be made within the United
States only to qualified institutional buyers, and outside the
United States only to non-U.S. investors under Regulation S of the
Securities Act.  The senior subordinated notes are expected to be
eligible for resale under Rule 144A.

The Company currently intends to use the proceeds from the
offering, together with investments of Teachers' Private Capital,
the private investment arm of the Ontario Teachers' Pension Plan
Board, and Doane senior management and borrowings under a new
senior credit facility, to fund certain transactions in connection
with OTPP's acquisition of beneficial ownership of substantially
all of the capital stock of the Company's parent corporation,
Doane Pet Care Enterprises, Inc.

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

                        *     *     *

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

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

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


ENTERGY NEW ORLEANS: Can Set-Up Interim Compensation Procedures
---------------------------------------------------------------          
Section 331 of the Bankruptcy Code provides, in relevant part,
that:

      "A trustee, an examiner, a debtor's attorney, or any
      professional person employed under Section 327 of 1103 of
      this title may apply to the Court not more than once every
      120 days after an order for relief in a case under this
      title, or more often if the court permits, for such
      compensation for services rendered . . ."

In this regard, the Debtor asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to establish interim compensation
procedures and expense reimbursement procedures for retained
professionals in its Chapter 11 case.

The Debtor wants to pay and reimburse its professionals on a
monthly basis, comparable to the procedures established in other
large Chapter 11 cases.  Furthermore, the Debtor wants to require
the Professionals seeking interim compensation to serve detailed
invoices outlining the services rendered and expenses incurred
to:

    a) its counsel;

    b) an official committee of unsecured creditors that may be
       appointed;

    c) Entergy Corporation;

    d) The Bank of New York Trust Company, N.A.;

    e) Hibernia National Bank; and

    f) the United States Trustee.

R. Patrick Vance, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in Baton Rouge, Louisiana, explains
that if there is no timely objection, the Debtor will pay its
Professionals 80% of the fee amount and 100% of disbursements
incurred for the month.

The Debtor's proposed interim compensation and reimbursement
procedures provide that:

    a. By the 20th day of each month, following the month for
       which compensation is sought, the Professionals will submit
       a set of invoices to the Service Parties.  Each entity will
       have 10 days to review the Fee Statement.  At the
       expiration of the 10-day period, if no objection is timely
       filed, each Professional will notify the Debtor that no
       objections have been filed.  Upon receipt of the notice,
       the Debtor will pay 80% of the fees and 100% of the
       disbursements requested.

    b. In the event that an objection is timely filed, the
       objector and the Professional will attempt to reach an
       agreement regarding the correct payment to be made.  If the
       parties are unable to agree within 15 days after receipt of
       the notice of objection, the Professional will have the
       option of (i) filing the objection together with a request
       for payment of the disputed amount with the Court; or (ii)
       foregoing payment of the disputed amount until the next
       interim fee application hearing.

    c. The first fee statement will be submitted to the Service
       Parties no later than November 15, 2005, and will cover the
       period from the Petition Date through the end of
       October 31, 2005.

    d. About every four months, each Professional will file an
       application for interim Court approval and allowance of the
       compensation and reimbursement of expenses requested for
       the prior four months in the Fee Statements.

    e. The pendency of an application or a Court order that
       payment of compensation or reimbursement of expenses was
       improper as to a particular Fee Statement will not
       disqualify a Professional from future payment.

    f. Neither the objection to, the payment of, nor the failure
       to object to pay, monthly interim compensation and
       reimbursements will bind the United States Trustee, any
       Professional, any party-in-interest, or the Court with
       respect to the allowance of interim or final applications
       for compensation and reimbursement.

Mr. Vance notes that the procedures suggested will enable the
parties to closely monitor costs of administration and allow the
Debtor to maintain a more level cash flow availability and
implement efficient cash management procedures.

The Debtor further asks the Court to permit each member of the
Official Committee of Unsecured Creditors, once appointed, to
submit statements of expenses and supporting vouchers to the
counsel for the Committee, who will then collect and submit the
requests for reimbursement in accordance with the proposed
procedures.

                         *     *     *

The Court approves the Debtor's request.

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: Gets Court Okay to Pay Critical Vendor Claims
------------------------------------------------------------------          
Entergy New Orleans Inc., sought and obtained the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority to pay
prepetition claims owing to third-party suppliers and contractors
that are essential to:

    * the uninterrupted function of their business operations; and

    * the recovery of the New Orleans metropolitan area in the
      aftermath of Hurricane Katrina.

In the alternative, the Court permits the Debtor to pay up to
$23 million in prepetition claims of the Critical Restoration
Vendors in the ordinary course of business.

The obligations to Critical Restoration Vendors include:

    a) obligations owed to Critical Vendors that do not have
       formal contracts with the Debtor;

    b) obligations owed to Critical Vendors whose contracts with
       the Debtor will shortly expire, or whose contracts can be
       terminated under both non-bankruptcy laws and the
       Bankruptcy Code; and

    c) obligations owed to Critical Vendors, who may suspend or
       limit performance of the supply of goods and services to
       the Debtor.

Tara G. Richard, Esq., at Jones, Walker, Waetchter, Poitevent,
Carrere & Denegre, L.L.C., in Lafayette, Louisiana, tells the
Court that during this critical post-Katrina period, the Debtor's
efforts to restore, recover and rebuild its electrical and gas
facilities, which form the basic infrastructure for the New
Orleans metropolitan area, would be materially impaired unless
the Debtor can ensure that its Critical Restoration Vendors
continue to provide services and goods.

Ms. Richard maintains that payment of the Critical Restoration
Vendor Claims is vital to the Debtor's reorganization efforts
because:

    a) the Critical Restoration Vendors are often the only source
       from which the Debtor can procure certain goods and
       services;

    b) failure to pay the Critical Restoration Vendor Claims
       during this particularly difficult and trying time for all
       in the New Orleans metropolitan area, would very likely
       result in the Critical Restoration Vendors terminating
       their provision of goods and services to the Debtor,
       thereby negatively impacting ENOI's restoration and
       recovery operations; or

    c) the Critical Vendors themselves would be irreparably
       damaged by the Debtor's failure to pay their prepetition
       claims, requiring the Debtor to try to obtain goods and
       services elsewhere that would not be available or would be
       only available at a higher price or on unfavorable terms
       and creating an extreme administrative burden on the Debtor
       and leading to disruption of the Debtor's business.

Ms. Richard assures the Court that the Debtor has sufficient
liquidity to pay the prepetition claims of Critical Restoration
Vendors without any adverse effect in its postpetition
operations.

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)


FALCON PRODUCTS: Court Okays Modified CBA with UFCW Int'l Union
---------------------------------------------------------------
The Honorable Barry S. Schermer of the U.S. Bankruptcy Court for
the Eastern District of Missouri, Eastern Division, authorized
Falcon Products, Inc., and its debtor-affiliates to modify their
collective bargaining agreement with the United Food and
Commercial Workers International Union.

Judge Schermer determined that Falcon's modified CBA proposal
satisfies the requirements of 11 U.S.C. Section 1113(c):

   1) the proposal was made in good faith based on the most
      complete and reliable business and financial information
      available;

   2) the proposed modifications are necessary to permit the
      Debtors to successfully reorganize;

   3) the proposal treats the UFCW members fairly and equitably;

   4) the Debtors have provided the UFCW with all current
      information needed to assess the proposal;

   5) the Debtors and the Union have met and negotiated but were
      unable to come to an agreement;

   6) the Debtors and UFCW each believ that they have negotiated
      in good faith; and

   7) the authorized representative of the UFCW refused to accept
      the proposal.

A full-text copy of the Revised CBA is available for free at:

       http://bankrupt.com/misc/Falcon.CBA.pdf

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


FLOW INTERNATIONAL: Appoints Douglas Fletcher as New VP & CFO
-------------------------------------------------------------
FLOW International Corporation (Nasdaq: FLOWE) appointed Douglas
P. Fletcher as Vice President and Chief Financial Officer. Mr.
Fletcher will oversee all of FLOW's financial functions from the
company's headquarters in Kent, Washington, and report directly to
Stephen R. Light, FLOW's President and Chief Executive Officer.
Fletcher joined FLOW on August 16th, 2005, when he was appointed
interim CFO.

"We are very pleased to welcome Doug as a full-time member of our
executive team," said Stephen R. Light, FLOW's President and Chief
Executive Officer.  "Doug is a seasoned executive with a long and
impressive record overseeing some large financial organizations.
His depth of experience will no doubt make a very positive
contribution to FLOW."

Mr. Fletcher has nearly 30 years of experience in finance,
strategic planning, and accounting.  Before joining FLOW, Mr.
Fletcher served as CFO of GiftCertificates.com and of eCharge
Corporation, both based in Seattle.  Prior to that, Mr. Fletcher
held various senior positions in corporate and structured finance,
equipment finance, restructuring, and other finance positions with
Citibank in New York. Mr. Fletcher also held several senior
finance positions, including Group Controller, with International
Paper Company, and served as a Senior Auditor of Price Waterhouse
in New York. Mr. Fletcher has a Bachelors degree in accounting
from Ohio University.

Flow International Corporation -- http://www.flowcorp.com/
-- is the world's leading developer and manufacturer of ultrahigh-
pressure waterjet technology for cutting, cleaning, and food
safety applications, providing state-of-the-art ultrahigh-pressure
(UHP) technology to industries including automotive, aerospace,
job shop, surface preparation, food and more.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Flow International Corporation (Nasdaq: FLOW) has been further
delayed from filing its Form 10-Q for the fiscal 2006 first
quarter ended July 31, 2005.  On Sept. 16, 2005, the Company filed
a Form 12b-25 to extend the filing date for its interim report,
extending the filing date to Sept. 19, 2005.  The Company did not
file the Form 10-Q on Sept. 19, 2005, and currently is unable to
predict when it will file the 10-Q.

The Company, after consultation with its Independent Registered
Public Accounting Firm has determined that it will restate its
financial results for the year ended April 30, 2005, as a result
of an error related to the valuation of anti-dilution warrants
issued to the Company's lenders on March 21, 2005.  The warrants
were issued as a result of the issuance of securities in a PIPE
transaction.  The amount of the restatement, which will result in
a non-cash adjustment, is estimated to be approximately $600,000
and will increase the Company's paid-in capital and net loss for
the year ended April 30, 2005.  The restatement for these warrants
will not have any effect on net shareholder's equity as of
April 30, 2005.

In conjunction with the Public Company Accounting Oversight
Board's inspection of the IRPAF, the IRPAF has advised that it
continues to complete required audit procedures in connection with
the 2005 financial statements.  Until the IRPAF has completed
these procedures and the 2005 financial statements are restated,
the Company will not be in a position to file the 10- Q for the
first quarter.


FREDERICK MCNEARY: APC Partners Files Joint Chapter 11 Plan
-----------------------------------------------------------
APC Partners II, LLC, a secured creditor of Prestwick Chase Inc.
and Frederick J. McNeary, Sr., delivered a Joint Chapter 11 Plan
of Reoganization to the U.S. Bankruptcy Court for the Northern
District of New York.

                        Plan Funding

On the Effective Date, APC will make a $1,800,000 capital
contribution to Reorganized Prestwick to:

     a) fund the payments to be made pursuant to the terms of the
        Plan;

     b) provide the Reorganized Prestwick with adequate working
        capital;

     c) fund repairs, rehabilitation and deferred maintenance of
        the senior living facility and real property; and

     d) resolve and cure any non-compliance with the Army Corps
        of Engineers' wetlands rules and regulations, building      
        codes and any necessary or desirable improvements to
        ensure the health, safety and welfare of its residents.

                        Plan Structure
        
APC's Plan provides for:

     a) a comprehensive restructuring of Prestwick Chase's debt;

     b) an injection of fresh working capital into Prestwick Chase
        to restore residents' security deposits;

     c) rehabilitation of the senior living facility to ensure the
        health, safety and welfare of the residents; and

     d) the sale of substantially all of Frederick McNeary, Sr.'s
        non-exempt assets.        

                        Treatment of Claims

A. Claims Against Prestwick Chase:

The Reorganized Prestwick will institute a program of capital
improvements and use modifications to its senior living facility
and real property to remedy the current violations to satisfy the
Town of Greenfield PUD Allowed Claim.

On the Effective Date, M&T will retain its liens and will receive
a new Note in the principal amount of $13,702,155.

APC Partners' secured claim will be allowed for $1.6 million and
will be exchanged for part of the New Equity Interests.

Other Allowed Secured Claims will be reinstated or paid in full in
cash.

On the Effective Date, general unsecured creditors will be paid
25% of their claims.  In addition, these creditors will share pro
rata in recoveries made out of causes of action until such time
that their claims will be fully paid.

Prior to the Debtors' bankruptcy filings, Mr. McNeary and
Prestwick Chase guaranteed the repayment of all sums of money
loaned to Putnam Brook by the Town of Greenfield in 1998.  In
relation to that loan, the Town of Greenfield Putnam Brook
Guarantee was established.  Pursuant to the Plan, the Guarantee
will be continued.  However, the amount of guarantee will be
reduced to 50% of the amount collected from Putnam Brook, Inc.

Old Equity Interests will be cancelled.
     
B. Claims Against Frederick McNeary:

These secured claims will be paid in full:

        -- Adirondack Trust          
        -- Capital Bank              
        -- DaimlerChrysler           
        -- IndyMac                   
        -- Partners Trust            
        -- Realty USA                
        -- Wells Fargo               

Upon liquidation of its collateral, APC will receive a cash
distribution equal to the aggregate value of its liens on the
Debtor's real property, with interest at a rate of 150 basis
points over the five year Treasury bill priced at the confirmation
date.

M&T's allowed claim will be paid in full through the sale of the
Debtor's Exit 13N Property.
        
General Unsecured creditors are expected to recover 100% of their
claims over time.  The first distribution to the unsecured
creditors will be approximately 20% of their aggregate claims that
will be funded from net proceeds of the liquidation of the
Debtor's assets after all claims with higher priorities are
satisfied.  The unsecured portion of APC's claim will be
subordinated to the claims of the unsecured creditors.  

Town of Greenfield Putnam Brook Guarantee will remain in place
without any modifications.

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.

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.


GENERAL MOTORS: Selling 20% Equity Stake in Fuji Heavy Industries
-----------------------------------------------------------------
General Motors Corp. (NYSE: GM) disclosed the sale of its
approximate 20% equity stake (about 157 million shares) in Fuji
Heavy Industries.  The alliance between GM and FHI will end and GM
will refocus its efforts and resources in the Asia Pacific
region's high-growth markets and with its other strategic
partners.

Toyota Motor Corporation will purchase 68 million shares, or
approximately 8.7%, of FHI shares outstanding, from General Motors
for US$4.60 (JPY 520) per share, or about $315 million in cash.  
GM intends to divest its remaining 11.4% interest by offering for
sale its shares (89 million shares) into FHI's 90 million share
open-market buyback program announced earlier Wednesday, and
through market sales if necessary.

"We've had a good partnership; however both GM and FHI came to the
conclusion that there were not enough collaborative projects to
sustain the alliance and that each of our interests could be
better served through a different approach," said Troy Clarke, GM
group vice president and president, GM Asia Pacific.  "We have a
great deal of respect for FHI and Toyota.  We wish them well in
their new relationship."

The divestiture of GM's stake in FHI is expected to be completed
in the fourth quarter.

Since GM acquired a stake in FHI in 2000, the companies have been
involved in various joint projects in product development,
advanced technology, global purchasing and supply chain
management, and product distribution.  GM currently partners with
FHI on one production vehicle, the Saab 9-2x, which will continue.

Other joint arrangements with FHI will be dissolved over time.  
For example, GM and FHI's previously announced Saab crossover
vehicle development program will be cancelled.

The sale by GM of its interest in FHI, including cash proceeds
received and any potential gain on sale, will be recorded in the
fourth quarter.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the  
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM today employs about
317,000 people around the world.  It has manufacturing operations
in 32 countries and its vehicles are sold in 200 countries.  In
2004, GM sold nearly 9 million cars and trucks globally, up 4
percent and the second-highest total in the company's history.


GREGORY PARK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gregory Keehwa and Victoria Vaughn Park
        2654 Thurleston Lane
        Gwinnett, Georgia 30097

Bankruptcy Case No.: 05-79598

Chapter 11 Petition Date: October 5, 2005

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: Richard E. Thomasson, Esq.
                  Hanes & Thomasson
                  Suite 875, 3355 Lenox Road
                  Atlanta, Georgi 30326
                  Tel: (404) 816-1700

Total Assets: $1,005,200

Total Debts:  $1,565,245

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cornerstone Bank              Value of security:        $410,256
2060 Mount Paran Road, NW     $950,000
Suite 100                     Senior lien:
Atlanta, GA 30327             $770,000

Robert & Holly Park                                      $85,000
74 Hilltop Road
Chestnut Hill, MA 02467

Chase                                                    $28,668
P.O. Box 15153
Wilmington, DE 19886
  
Chase                                                    $28,261

Bank of America                                          $26,177

John & Grace Park                                        $25,000

Chase                                                    $20,923

MBNA                                                     $20,104

Steve & Lisa Vaughn                                      $24,000

MBNA                                                     $17,716

MBNA                                                     $13,911  

Capital One                                              $11,452  

Gwinnett County Property Tax                             $10,919

Wachovia Bank, NA                                        $10,000  

Bank of America                                           $8,985

Capital One                                               $8,249

American Express                                          $8,238

TPC@Sugarloaf                                             $8,218

Michael & Susan Elkourie                                  $5,000

MBNA                                                      $3,107


GT BRANDS: Has Until Jan. 9 to Decide on Three Unexpired Leases
---------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York in Manhattan extended GT
Brands Holdings LLC and its debtor-affiliates' time until Jan. 9,
2006, to elect to assume, assume and assign, or reject three
unexpired nonresidential real property leases.

As previously reported in the Troubled Company Reporter on
Sept. 8, 2005, the Debtors are parties to three unexpired
nonresidential real property leases relating to their headquarter
offices in New York City, their warehouse and distribution
facility in Jersey City, New Jersey, and a fitness facility in
Columbia, South Carolina, related to their Firm line of fitness
DVDs, videos and related products.

The Debtors have been unable to make reasoned decisions whether to
assume or reject the leases because they were preoccupied with the
operation of their businesses and were busy addressing creditor
issues and concerns.  The Debtors also want to minimize the
likelihood of inadvertent rejections of valuable leases or
premature assumption of other leases.  

The Debtors assure the Court that they are current on all their
postpetition rent obligations under each unexpired lease pursuant
to Sec. 365(d)(3) of the Bankruptcy Code.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed total assets of
$79 million and total debts of $212 million.


HAWS & TINGLE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Haws & Tingle, Ltd.
        650 West Vickery Boulevard
        Fort Worth, Texas 76104

Bankruptcy Case No.: 05-82478

Type of Business: The Debtor is a building contractor.

Chapter 11 Petition Date: October 6, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark Edward Andrews, Esq.
                  Neligan Tarpley Andrews & Foley LLP
                  1700 Pacific Avenue, Suite 2600
                  Dallas, Texas 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Zurich American Insurance Co.    Insurance Bonding    $2,809,572
12222 Merit Drive
Dallas, TX 75251-2283

Way Engineering Ltd.             Trade Debt             $728,904
5308 Ashbrook
Houston, TX 77081

Alamo Tile Company               Trade Debt             $716,828
2202 Northwest Loop 410
San Antonio, TX 78230

Suss Woodcraft International     Trade Debt             $558,419
9585 Wanklyn Street
LaSalle, Quebec
Canada H8R1Z1

Premier Electric, LP             Trade Debt             $408,511
220 South Sylvania, Suite 213
Fort Worth, TX 76111

Haggerty Plumbing                Trade Debt             $361,605
1318 Hatton Road
Wichita Falls, TX 76302

EO Integrated Systems, Inc.      Trade Debt             $310,041
12700 - 31 Mile Road
Washington, MI 48095-4769

Willis of Texas, Inc.            Trade Debt             $264,615
Dallas/Fort Worth Division
P.O. Box 730310
Dallas, TX 75373-0310

Kone, Inc.                       Trade Debt             $246,803
801 Hammond Street, Suite 400
Coppell, TX 75019

Regional Electrical Systems      Trade Debt             4217,176
3409 Raider Drive
Fort Worth, TX 76053

Oak Cliff Mirror & Glass         Trade Debt             $216,109
Company Inc.
2202 North Beckley
Dallas, TX 75208

Carrco Painting Contractors      Trade Debt             $215,478
4422 Action Street
Garland, TX 75042

Jack Pierce Electric             Trade Debt             $189,821
1504 13th Street
Wichita Falls, TX 76301

Steel, Inc.                      Trade Debt             $179,936
405 Clarendon Avenue
Scottsdale, GA 30079

Flatiron Capital Corporation     Financing of           $150,001
P.O. Box 17600
Denver, CO 80217-6000

Opening Specialties              Trade Debt             $142,197
P.O. Box 847626
Dallas, TX 75284-7626

Crown Corr., Inc.                Trade Debt             $141,212
2321 East Pioneer Drive
Irving, TX 75061

Otis Elevator Company            Trade Debt             $135,153
P.O. Box 905454
Charlotte, NC 28290-5454

Ideal Engineering, Inc.          Trade Debt             $126,039
10706 Craighead Drive
Houston, TX 77025-5802

W.T. Byler Co., Inc.             Trade Debt             $121,182
15203 Lillja Road
Houston, TX 77060-5299


HORNBECK OFFSHORE: Closing Additional $75MM Private Debt Offering
-----------------------------------------------------------------
Hornbeck Offshore Services, Inc. (NYSE: HOS) closed its private
placement of an additional $75,000,000 aggregate principal amount
of its 6.125% Senior Notes due 2014 under its indenture dated as
of Nov. 23, 2004.  The Additional Notes were priced at 99.25% of
principal amount to yield 6.232%, have substantially the same
terms as the original notes and are due in 2014.

The Company intends to use the proceeds from the sale of the
Additional Notes, as well as the proceeds from its concurrent
public offering of common stock, to partially fund the
construction of new OSVs, ocean-going tugs and ocean-going,
double-hulled tank barges and the retrofit or conversion of
certain existing vessels, including MPSVs.  In addition, the
combined proceeds may be used in connection with possible future
acquisitions and additional new vessel construction programs, as
well as for general corporate purposes.  Pending these uses, the
Company will repay debt under its revolving credit facility, which
may be reborrowed.

Hornbeck Offshore Services, Inc. is a leading provider of
technologically advanced, new generation offshore supply vessels
in the U.S. Gulf of Mexico, Trinidad and other select
international markets, and is a leading transporter of petroleum
products through its fleet of ocean-going tugs and tank barges,
primarily in the northeastern U.S. and in Puerto Rico.  Hornbeck
Offshore currently owns and operates a fleet of over 50 U.S.-
flagged vessels primarily serving the energy industry.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Moody's affirmed the Ba3 Corporate Family Rating and the Ba3
rating on the existing $225 million senior unsecured notes for
Hornbeck Offshore Services, Inc. while also assigning a Ba3
to the company's proposed $75 million senior unsecured notes add-
on offering.  Moody's said the outlook remains stable.

As reported in the Troubled Company Reporter on Sept. 29,
Standard & Poor's Ratings Services affirmed the ratings on
Hornbeck Offshore Services Inc. (BB-/Stable/--) following its
announced common stock offering and $75 million debt placement.
Furthermore, the $75 million additional 6.125% senior notes due
2014, were rated 'BB-'.  The outlook is stable.  Pro forma the
offerings, Covington, Louisiana-based Hornbeck will have
$300 million of debt.


HUDSON VALLEY: Has Until Oct. 12 to File Schedules & Statements
---------------------------------------------------------------
The Honorable Robert E. Littlefield, Jr., of the U.S. Bankruptcy
Court for the Northern District of New York, Albany Division,
extended Hudson Valley Care Centers, Inc.'s time until Oct. 12,
2005, to file its schedules and statements.

Michael D. Assaf, Esq., at O'Connell and Aronowitz in Albany, New
York, tells the Court that the Debtor is gathering information
from various sources to complete posting all transactions on the
Debtor's books of accounts.  The Debtor is also in the process of
listing and valuing its machinery and equipment and listing all
pending contract.

The Debtor says that these actions cannot be concluded for only
two weeks.  The extension is needed to complete the schedules and
statements.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


HUDSON VALLEY: Meeting of Creditors Slated for Oct. 17
------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Hudson
Valley Care Centers, Inc.'s creditors at 11:30 a.m., on Oct. 17,
2005, at Hearing Room 101, Ground Floor, 74 Chapel Street in
Albany, New York.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


HUDSON VALLEY: Wants O'Connell & Aronowitz as Bankruptcy Counsel
----------------------------------------------------------------
Hudson Valley Care Centers, Inc., asks the Honorable Robert E.
Littlefield, Jr., of the U.S. Bankruptcy Court for the Northern
District of New York, Albany Division, for permission to employ
O'Connell and Aronowitz as its bankruptcy counsel.

O&A will represent the Debtor in all phases of the bankruptcy
proceeding.  The Firm will also prepare pleadings, motions,
disclosure demands and responses, settlement negotiations,
preparation and conduct of examinations before trial, court
appearances, trial work, and any other necessary matter.

Michael D. Assaf, Esq., a member at O'Connell and Aronowitz,
discloses that the Firm received a $25,000 retainer.  The hourly
rates of professionals engaged are:

   Designation                    Hourly Rate
   -----------                    -----------
   Partners and Counsel               $250
   Associate Attorneys                $200
   Law Clerks and Paralegals          $125

The Debtor believes that O'Connell and Aronowitz is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

O'Connell and Aronowitz -- http://www.oalaw.com/-- is a full  
service law firm that has offices in Albany and Plattsburgh,
New York.

Headquartered in Ghent, New York, Hudson Valley Care Centers,
Inc., operates a nursing home.  The Debtor filed for chapter 11
protection on September 13, 2005 (Bankr. N.D.N.Y. Case No.
05-16436).  Michael D. Assaf, Esq., at O'Connell and Aronowitz
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $100,000 to $500,000
and debts between $10 million to $50 million.


HUFFY CORP: PBGC Takes Over Employees' Retirement Pension Plan
--------------------------------------------------------------          
The Pension Benefit Guaranty Corporation confirmed that it has
assumed responsibility for the pension plans of 3,700 workers and
retirees of Huffy Corp. and its affiliates.

As reported in the Troubled Company Reporter on Aug. 18, 2005, the
U.S. Bankruptcy Court for the Southern District of Ohio gave
Huffy Corporation and its debtor-affiliates permission to
terminate its employee retirement plan.

The Court determined that the Debtors met the requirements for a
voluntary distress termination of their retirement plan pursuant
to Section 363(b) of the Bankruptcy Code and Section 4041 of the
Employee Retirement Income Security Act of 1974.

The Debtors' retirement plan is a single-employee defined benefit
plan established on October 31, 1952.  From 1952 to 1997, the plan
only covered salaried employees.  Between 1967 and 1997, Huffy
established three other pension plans governing different groups
of employees:

   * hourly-rate employees (the Bicycle Hourly Plan);

   * office and clerical employees of Huffy Bicycle Division (the
     Bicycle Office Plan); and

   * the Huffy Service First, Inc. Retirement Plan.

After the Debtor's retirement plan officially ended on Aug. 31,
2005, the PBGC became trustee of Huffy Corp.'s retirement plan on
Oct. 4, 2005.  The plan is 47 percent funded, with $71.7 million
in assets to cover $152.4 million in benefit promises.  The PBGC
estimates that it will be responsible for $80 million of the
$80.7 million shortfall for the plan.  

On Sept. 21, 2005, the Bankruptcy Court approved a compromise
settlement between the PCBG and the Debtors to resolve the dispute
of various claims filed by the PBGC in connection with the
termination of the Debtors' retirement plan.  The PBGC expects to
recover between $7 and $9 million on its claim.

                      About the PBGC

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 31,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related   
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan on Sept. 23, 2005.


INDIANTOWN COGENERATION: Fitch Lowers Senior Debt Rating to BB
--------------------------------------------------------------
Fitch Ratings has downgraded to 'BB' from 'BBB-' the senior
secured rating on Indiantown Cogeneration L.P. and Indiantown
Cogeneration Funding Corp.'s taxable first mortgage bonds and tax-
exempt facility revenue bonds. The Rating Watch Negative has been
removed.

The rating action is a result of the deterioration in ICL's
financial performance following the execution of the second
amendment to the coal sales agreement.  

Debt service coverage ratios for the annual period ending December
2005 are expected to fall below 1.2 times based on ICL's current
fuel costs.  Absent a significant improvement in energy revenues,
ICL faces heightened exposure to operating risks that could
increase operating costs or reduce availability and therefore
capacity payments.

Fitch assigned the Rating Watch in December 2004 after ICL agreed
to the second amendment, which required a 42% increase above the
contractual coal price previously in effect.

The ongoing failure to adjust the unit energy payment cost in the
power purchase agreement and the increase in the fixed contractual
coal price have combined to exacerbate the mismatch between energy
revenues and fuel costs.  Energy revenues improved slightly after
the replacement fuel index, the basis for the coal-cost component
of the energy payments made to ICL, took effect in late 2004.

However, with the execution of the second amendment, ICL's actual
fuel costs subsequently climbed well above the cost of coal
specified in the replacement index.  Consequently, energy revenues
continue to fall short of fuel costs, putting pressure on ICL's
liquidity.  Though the PPA provides for adjustment of the UEPC in
the event that fuel costs exceed energy revenues, the adjustment
process has not been resolved in a timely manner.

Fitch believes that ICL will eventually achieve an increase in
energy revenues as required by the PPA, but the magnitude and the
timing of such an increase remains uncertain; the introduction of
a lawsuit has the potential to prolong the adjustment process.  On
Sept. 8, 2005, ICL filed a complaint against Florida Power & Light
Co., the counterparty to the PPA, in the United States District
Court for the Middle District of Florida.  In the complaint, ICL
alleges breach of contract for FPL's failure to adjust the UEPC.  
The outcome of the lawsuit cannot be determined at this time.

ICL may be vulnerable to price volatility in the coal market, as
the coal supply agreement is subject to a price re-opener in 2007.  
If ICL and FPL cannot establish a precedent for resolving the
adjustment process in a timely manner and coal prices continue to
rise, further disparities between energy payments and fuel costs
could develop.  However, cash flows could stabilize and credit
quality could be enhanced if ICL receives substantial assurance
that the UEPC will be promptly adjusted to compensate for rising
fuel costs.

The Indiantown project consists of a 330-megawatt coal-fired
qualifying facility located in Martin County, Florida, supplying
energy and capacity to FPL and steam to Louis Dreyfus Citrus.  ICL
is a special purpose limited partnership jointly owned by Dana
Commercial Credit and Cogentrix Energy, Inc., an indirect wholly
owned subsidiary of Goldman Sachs Group, Inc. ICL's management,
operations, and maintenance functions are performed by
subsidiaries of Cogentrix.


IRIDIUM OPERATING: Wins 23rd Extension of Plan-Filing Period
------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York issued a bridge order extending
Iridium Operating LLC and its debtor-affiliates' exclusive period
to file a chapter 11 plan until Nov. 15, 2005.

As reported in the Troubled Company Reporter, the Debtors had
asked for several extensions of its exclusive plan-filing period
in order to craft a plan of reorganization that takes into account
the substantive changes to their businesses.

The Debtors indicated that Motorola, Inc., The Chase Manhattan
Bank, as Agent, and the Debtors' Official Committee of Unsecured
Creditors have no objections to the requested extension.

The Bankruptcy Court will convene a hearing at 2:30 p.m. on
Nov. 2, 2005, to consider the Debtor's 23rd motion to extend
their exclusive plan filing and solicitation periods.

Iridium Operating LLC develops and deploys a global wireless
personal communication system.  The Company and its debtor-
affiliates filed for chapter 11 protection on August 13, 1999
(Bankr. D. Del. Case No. 99-02854).  William J. Perlstein, Esq.,
and Eric R. Markus, Esq., at Wilmer, Cutler & Pickering represent
the Debtors in their restructuring efforts.


J. CREW: Commences Cash Tender Offer for $275-Mil Sr. Sub. Notes
----------------------------------------------------------------
J. Crew Operating Corp. commenced a cash tender offer for any and
all of its outstanding $275 million principal amount of
9-3/4% Senior Subordinated Notes due 2014 (CUSIP No. 46612GAC1)
and is soliciting consents to proposed amendments to the Indenture
pursuant to which the Notes were issued.  The tender offer and the
consent solicitation are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement dated October 3, 2005.

The proposed amendments to the Indenture would eliminate or modify
substantially all of the affirmative and negative covenants, the
provision obligating the Company to make an offer to repurchase
the Notes in the event of a change in control of the company, the
security and collateral provisions, and certain events of default
contained in the Indenture, would subordinate the Company's
obligations under the Notes to the Company's obligations under a
new senior secured term loan to be entered into by the Company and
would provide for the amendment and termination of the security
agreement related to the Notes.

The tender offer and consent solicitation are scheduled to expire
at 9:00 am, New York City time, on November 1, 2005, unless
extended.

The consent payment deadline is 5:00 pm, New York City time on
October 14, 2005, unless extended.

If the tender offer and consent solicitation are consummated,
holders of Notes who tender their Notes at or prior to the Consent
Payment Deadline will receive the Total Consideration equal to
$1,015.07 per $1,000 principal amount of the Notes validly
tendered, or 101.507% of their par value.

If the tender offer and consent solicitation are consummated,
holders of Notes who tender their Notes after the Consent Payment
Deadline but prior to the Expiration Time, will receive $1,010 per
$1,000 principal amount of the Notes validly tendered.  The Total
Consideration is the sum of the Tender Consideration and a consent
payment of $5.07.  In each case, holders that validly tender their
Notes will receive accrued and unpaid interest up to, but not
including, the settlement date.  

All holders that tender their Notes are obliged to deliver their
consent to the adoption of the proposed amendments to the
Indenture, even though holders that tender their Notes after the
Consent Payment Deadline will not receive the Consent Payment.  If
the proposed amendments become effective, then all the Notes will
be subject to the proposed amendments.


The tender offer and consent solicitation are conditioned upon the
simultaneous closing of the IPO and the Loan Facility.  The tender
offer and consent solicitation are also conditioned upon the
consent of holders collectively holding a majority in principal
amount of the outstanding Notes.  Holders of this amount of
outstanding Notes have already agreed, subject to certain
conditions, to tender all of their Notes.  The tender by these
holders would constitute the requisite consents to adopt the
proposed amendments to the Indenture.

Questions regarding the tender offer and consent solicitation
should be directed to:

                  Goldman, Sachs & Co.
                  Dealer-Manager
                  212-357-5680
                  877-686-5059
                  Attn: Credit Liability Management Group

Requests for assistance or additional sets of the offer materials
may be directed to Global Bondholder Services Corporation, the
Information Agent and Depositary for the tender offer and consent
solicitation, at 866-873-6300.

J.Crew Group, Inc. is a nationally recognized multi-channel
retailer of quality women's and men's apparel, shoes and
accessories.  The Company operates 156 retail stores, the J.Crew
catalog business, j.crew.com and 44 factory outlet stores.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's placed the ratings of J. Crew Group, Inc. on review for
possible upgrade following the company's filing for an upcoming
initial public offering and plan to utilize the proceeds to
de-lever its balance sheet.

These ratings were placed on review for possible upgrade:

   * Corporate family rating of B3
   * Senior discount notes of Caa2

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Standard & Poor's Ratings Services placed its ratings on J. Crew
Group Inc., including its 'B-' corporate credit rating, on
CreditWatch with positive implications.

The ratings on J. Crew Corp. and J. Crew Intermediate LLC were
also placed on CreditWatch with positive implications.  J. Crew
had total debt (including preferred stock that is mandatorily
redeemable in 2009) of about $577 million as of April 30, 2005.

The CreditWatch listing follows J. Crew's S-1 filing with the SEC
for an IPO of its common stock of up to $200 million.


JP MORGAN: Fitch Holds Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Fitch Ratings upgrades JP Morgan Chase's commercial mortgage pass-
through certificates, series 2003-ML1:

     -- $26.7 million class B certificates to 'AA+' from 'AA';
     -- $10.5 million class C certificates to 'AA' from 'AA-';
     -- $22.1 million class D certificates to 'A+' from 'A';
     -- $12.8 million class E certificates to 'A' from 'A-'.

Fitch also affirms these classes:

     -- $341.2 million class A-1 'AAA';
     -- $387.1 million class A-2 'AAA';
     -- Interest only class X-1 'AAA';
     -- Interest only class X-2 'AAA';
     -- $23.2 million class F 'BBB';
     -- $9.3 million class G 'BBB-';
     -- $16.3 million class H 'BB+';
     -- $10.5 million class J 'BB';
     -- $5.8 million class K 'BB-';
     -- $5.8 million class L 'B+';
     -- $7 million class M 'B';
     -- 4.6 million class N 'B-'.

Fitch does not rate the $15.1 million class NR certificates.

The upgrades reflect the defeasance of six loans (6.1%) and the
scheduled principal paydown from loan amortization.  As of the
September 2005 distribution date, the pool's aggregate certificate
balance has decreased 3.4% to $898.1 million from $929.8 million
since issuance.  To date, there have been no loan payoffs or
losses.

Fitch reviewed the one credit assessed loan in the pool, the Hyatt
Regency Crystal City (5.48%).  The loan maintains an investment
grade assessment.

This loan is secured by a 685-room hotel property located in
Crystal City Arlington, VA.  As of year-end 2004, the Fitch
stressed debt service coverage ratio (DSCR) has increased to 1.71
times (x) from 1.65x the year before, but remains lower than
issuance level of 1.82x.  The property's performance had declined
due to renovations carried out during 2003 and has since been
showing signs of improvement.  Occupancy for year-end 2004 was 76%
up from 68% the year before.

The Fitch stressed DSCR is calculated using servicer provided OSAR
NOI adjusted for capital expenditures, reserves, and a stressed
debt service constant.


KENNETH STUART: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kenneth Stuart, Jr.
        5 High Ridge Road
        Wilton, Connecticut 06897

Bankruptcy Case No.: 05-51439

Chapter 11 Petition Date: October 6, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  Harlow, Adams, and Friedman
                  300 Bic Drive
                  Milford, Connecticut 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568

Total Assets: $71,188

Total Debts:  $2,489,844

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Estate of Kenneth Stuart Sr.                          $2,400,000
c/o Peter Truebner, Esq.
454 Danburry Road
Wilton, CT 06901

Stamford Hospital             Medical bills              $15,000
20 Shelburne Road
Stamford, CT 06902

Internal Revenue Service      Taxes                      $14,000
135 High Street
Hartford, CT 06103

Citi Platinum Select Card     Credit card                $13,673

Charles Bliss                 Tax preparation &          $10,042
                              witness fee

Robert Slavitt, Esq.          Alleged legal              $10,000
                              services rendered

New Milford Savings Bank      Personal guaranty           $8,000

GE Capital Consumer Services  Purchase money              $6,500
                              Security

Borders Visa                  Credit card                 $5,273

Citi Platinum Select Card     Credit card                 $2,500

The Harvard Alumni Assoc. MC  Credit card                 $1,977

Bank of America Visa          Credit card                 $1,871

Wilton Physical Therapy       Medical bills                 $500

Stamford Radiology Assoc.     Medical bills                 $341

Town of Wilton                Auto taxes                    $166

Amex Delta                    Credit card                     $1


KMART CORP: Court Lifts Stay to Allow Stafford to Pursue Action
---------------------------------------------------------------
After engaging in negotiations, Kmart Corporation concedes that
Marion Stafford has exhausted the Court-approved personal injury
settlement procedures.

In accordance with an Agreed Order signed by the parties, the
Court lifts the automatic stay and the Plan Injunction to permit
litigation to proceed and continue to a final judgment or
settlement.

Judge Sonderby clarifies that the stay and the Plan Injunction
will remain in effect with respect to any and all actions by Ms.
Stafford to execute on any final judgment or settlement against
Kmart and its property.

As reported in the Troubled Company Reporter on August 5, 2005,
Marion Stafford asked the U.S. Bankruptcy Court for the Northern
District of Illinois to terminate the Plan Injunction or modify
the automatic stay to allow her to pursue a personal injury claim
against Kmart Corporation in the Wayne County Circuit Court, State
of Michigan.

Before the Petition Date, Ms. Stafford sustained injuries caused
by an employee in a Kmart store in Detroit, Michigan.

Ms. Stafford filed a claim in Kmart's Chapter 11 case.

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)


LITTLE EGYPT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Little Egypt Housing Development Corporation
        310 8th
        P.O. Box 168
        Cairo, Illinois 62914

Bankruptcy Case No.: 05-42942

Type of Business: The Debtor provides low income housing.

Chapter 11 Petition Date: October 5, 2005

Court: Southern District of Illinois (Benton)

Debtor's Counsel: Bradley P. Olson, Esq.
                  144 South Division
                  Carterville, Illinois 62918
                  Tel: (618) 985-5262
                  Fax: (618) 985-5962

Total Assets: $344,500

Total Debts:  $1,746,857

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rural Development USDA        17 Units and 36         $1,739,352
2118 W. Park Court, Suite A   unit complex
Champaign, IL 61821

Wilkins McNair, PC            Service                     $3,000
201 N. Charles St., Ste. 1102
Baltimore, MD 21201

Lowe's Home Improvement       Credit                      $2,500
Warehouse
P.O. Box 105981, Dept. 79
Atlanta, GA 30353-5981

Hey, Roe, Seabaugh & Stroder  Service                     $1,090
Accounting Firm
12 SO Silver Springs
Cape Girardeau, MO 63702

Cairo Public Utility          Utility                       $800
110 Commercial
Cairo, IL 62914

Bullseye Telecom              Tele-services                 $115
25900 Greenfield Rd, Ste. 330
Oak Park, MI


MINTA INC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Minta, Inc.
        500 Sutter Street, #518
        San Francisco, California 94102-1114

Bankruptcy Case No.: 05-33792

Chapter 11 Petition Date: October 6, 2005

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Iain A. Macdonald, Esq.
                  Law Offices of Macdonald and Assoc.
                  2 Embarcadero Center, #1670
                  San Francisco, California 94111-3930
                  Tel: (415) 362-0449

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mary Hipkiss & the Estate     Lawsuit: Estate of      $2,000,000
of Matt Hipkiss               Matt Hipkiss & Mary
c/o Matthew W. Claman, Esq.   Hipkiss v. Minta,
425 G Street, #610            Inc.; Big Air of
Anchorage, AK 99501           Alaska; and David
                              H. Hines
                              #AN-04-8555 Cl

Mary Hipkiss                  Workers compensation      $360,000
c/o Matthew W. Claman, Esq.   insurance claim
425 G Street, #610
Anchorage, AK 99501

Miller & Associates           Attorneys fees              $8,560
5005 Southwest Meadows Road
#405
Lake Oswego, OR 97035

State of Alaska               Rent                        $1,620
Anchorage International
Airport, P.O. Box 196960
Anchorage, AK 99519

Municipality of Anchorage     Property taxes              $1,513
P.O. Box 196040
Anchorage, AK 99519  


MORTGAGE CAPITAL: Fitch Retains BB Rating on $3.6MM Class J Certs.
------------------------------------------------------------------
Fitch Ratings affirms Mortgage Capital Funding, Inc.'s commercial
mortgage pass-through certificates, series 1996-MC1:

     -- $18.9 million class C at 'AAA';
     -- $19.3 million class D at 'AAA';
     -- $16.9 million class E at 'AAA';
     -- $7.2 million class F at 'AAA';
     -- $32.6 million class G at 'AA';
     -- $18.1 million class H at 'BBB-';
     -- $3.6 million class J at 'BB';
     -- Interest-only class X-2 at 'AAA'.

Fitch does not rate the $11.5 million class K certificates.  
Classes A-1, A-2A and A-2B and interest-only class X-1 have paid
in full.

The rating affirmation reflects increasing concentrations within
the transaction.  The transaction has paid down an additional 18%
since Fitch's last upgrade in April 2005.  As of the September
2005 distribution date, the pool's aggregate collateral balance
has been reduced approximately 73.4%, to $128.1 million from
$482.4 million at closing and total loan count has decreased to 47
loans from 162 at issuance.

Fitch has identified two properties in the transaction that have
been affected by Hurricane Katrina. One property (4.4%) is a
retail center in Thibodaux, LA, which has sustained minimal
damage.  Damage estimates have not yet been assessed on the other
retail property (1.2%), located in Fairhope, AL.  However, the
property has been able to continue daily operations.

Currently, there are no delinquent loans or loans in special
servicing.


NATIONAL TOUR: Case Summary & 28 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: National Tour Inc.
        Suite 100, 2100 East Fourth Street
        Santa Ana, California 92705

Bankruptcy Case No.: 05-17914

Type of Business: The Debtor executes brand name and product
                  identification tours across the U.S.
                  See http://www.nationaltourinc.com/

Chapter 11 Petition Date: October 5, 2005

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Center Drive, Suite 300
                  Foothill Ranch, California 92610-2808
                  Tel: (949) 340-3400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 28 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
West Winds Enterprises, LLC   Building lease -        $2,600,000
Attn: Managing Member         7275 West Winds
1543 Providence Road          Blvd., Concord,
Charlotte, NC 28207           NC 28027

Internal Revenue Services                             $1,400,000
Special Procedures Branch
Insolvency Group 3
Mail Stop 5503
24000 Avila Road
Laguna Niguel, CA 92677

Kay Martin                    Loan                      $195,000
P.O. Box 2649
Quinlan, TX 75474

Cannanwill, Inc.              Insurance premiums        $170,000

Employment Develop Dept.      Tax lien filed Mar.       $101,400
                              15, 2005, filing
                              number 2005000191393;
                              certificate number
                              05067671149

American Express              Credit card                $90,000

North Carolina Department                                $87,800
of Revenue

California Bank & Trust       Credit card                $50,000

Red Roof Inn                  Hotel and lodging          $39,751

Gendron & Company             Accounting and tax         $30,620
                              services

United Van Lines Inc.         Transportation             $24,458
                              services

Imobile Networks, Inc.        Technology services        $21,914

Acentron Technologies, Inc.   Technology services        $18,690
                              incurred June 2005
                              through August 2005

Ayres Suites Mission Viejo    Trade creditor             $17,104
                              incurred October
                              2004

Montroy Supply Co.            Material/supplies          $16,897

Silhouettes Inc.              Temp services              $16,000

Featherlite Inc.              Equipment                  $15,170

Labor Ready Mid-Atlantic Inc  Temp services              $13,627
                              incurred June 2005
                              through September
                              2005

Windward Communications       Trade creditor             $10,500
Group

Classic Transport Inc         Auto transport              $8,225
                              incurred May 2005

City of Concord -             Trade creditor              $5,068
Collections                   incurred September
                              2005

Electrical Construction &     Electrical                  $4,770
Design                        construction services

Enterprise Fleet Services     Transportation              $4,300
                              services

Sonitrol Security Systems     Security and                $4,110
Inc.                          technology services

Allstar Copy Fax              Copy services               $3,483
                              incurred May 2005
                              through July 2005

Fairfield Inn                 Hotel and lodging           $2,768

Charlotte Motor Speedway      Trade creditor              $2,685
                              incurred January
                              2005 and May 2005

Cintas Corporation            Trade creditor              $2,648
                              incurred May 2005


NAVIGATOR GAS: Manx Liquidator Hires Wilmer Cutler as Counsel
-------------------------------------------------------------
Michael John Fayle, the Liquidator for Navigator Gas Transport PLC
and its debtor-affiliates, asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Wilmer
Cutler Pickering Hale and Dorr LLP as his bankruptcy counsel.

As reported in the Troubled Company Reporter on August 25, 2005,
Deemster Kerruish of the High Court of Justice of the Isle of
Man ordered that Navigator Gas Transport plc and its
subsidiaries commence an orderly liquidation of its
businesses.  The Manx Court also ordered that an independent
liquidator be appointed in the Debtor's wind-down proceedings to
control its business.  

Mr. Fayle has selected Wilmer Cutler because of the firm's
expertise in the field of the Debtors' protections and creditors'
rights, and business reorganizations under Chapter 11 of the
Bankruptcy Code.

Wilmer Cutler is expected to:

   1) advise the Liquidator with respect to his powers and duties
      and the management and operation of the Liquidating Debtors'
      businesses and properties in the post-confirmation context;

   2) attend meetings and negotiating with representatives of
      creditors and other parties in interest and respond to
      creditor inquiries and advise and consult on the conduct of
      the Liquidating Debtors' cases, including all of the legal
      and administrative requirements of operating in Chapter 11
      in the post-confirmation context;

   3) represent the Liquidator in connection with any adversary
      proceedings or automatic stay litigation or contested
      matters that may be commenced in or in connection with these
      Chapter 11 cases and any other action necessary to protect
      and preserve the Liquidating Debtors' estates;

   4) represent and advise the Liquidator regarding the Confirmed
      Committee Plan and potential modified plan and any other
      plan that may be filed in these Chapter 11 cases;

   5) represent and advise the Liquidator in connection with the
      U.S. aspects and effects of the Liquidating Debtors' pending
      Isle of Man insolvency proceedings;

   6) appear before this Court, any appellate courts, and the U.S.
      Trustee and protect the interests of the Liquidating
      Debtors' estates before such courts and the U.S. Trustee;

   7) prepare, file and prosecute motions, applications, answers,
      orders, reports, and papers necessary to the administration
      of the Liquidating Debtors' estates in the post-confirmation
      context;

   8) represent and advise the Liquidator in connection with any
      claims asserted by or against the Liquidator or any of the
      Liquidating Debtors or their estates, and any objections
      thereto, including, without limitation, the negotiation,
      settlement and prosecution of such matters; and

   9) perform all other legal services for and providing all other
      legal advice to the Liquidator that may be necessary and
      proper in the Liquidating Debtors' Chapter 11 proceedings,
      including, without limitation, services or legal advice
      relating to applicable state and federal laws.

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

         Designation               Hourly Rate
         -----------               -----------
         Partners                  $400 - $790
         Junior Partners           $380 - $475
         Counsel                   $360 - $560
         Associates                $240 - $440
         Attorneys/Specialists     $200 - $385
         Paraprofessionals          $60 - $225

The attorneys who will represent the Liquidator, and their hourly
billing rates:

         Counsel                   Hourly Rate
         -------                   -----------
         Philip D. Anker              $655
         Elisabeth G. Gasparini       $420
         George Shuster               $370

To the best of the Liquidator's knowledge, Wilmer Cutler does not
have any interest adverse to the Liquidator or any of the Debtors'
estates.

Headquartered in Castletown, Isle of Man, Navigator Gas Transport
PLC, transports liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company along with its
debtor-affiliates filed for chapter 11 protection on Jan. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-10471).  Adam L. Shiff, Esq., at
Kasowitz, Benson, Torres & Friedman LLP represents the Debtors in
the United States.  When the Company filed for protection, it
listed $197,243,082 in total assets and $384,314,744 in total
debts.


NORTHWEST AIRLINES: Asks for Injunction Against Utility Companies
-----------------------------------------------------------------
Section 366 of the Bankruptcy Code provides that during the
initial 20 days after the Petition Date, utilities may not alter,
refuse or discontinue service to, or discriminate against, a
debtor solely on the basis of the commencement of its case or the
existence of prepetition debts owed by the debtor.

Following the 20-day period, utilities may discontinue service to
the debtor if the debtor does not provide adequate assurance of
future performance of its postpetition obligations.

According to Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham &
Taft, LLP, in New York, Northwest Airlines Corporation and igs
debtor-affiliates obtain electricity, water, telephone, or other
similar services, from in excess of 650 different utility
companies, thus, uninterrupted utility service is vital to the
continued operation of their businesses and to the success of
their Chapter 11 cases.  

"Termination of Utility Services provided to the Debtors (even
temporarily) could result in a suspension of flights, potentially
stranding customers and resulting in a loss of goodwill and
customer loyalty," Mr. Zirinsky notes.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) prohibit the Utility Companies from altering, refusing, or
       discontinuing Utility Services on account of prepetition
       invoices, including the making of demands for security
       deposits or accelerated payment terms; and

   (b) deem the utility service providers adequately assured of
       future performance.

The Debtors inform the Court that they are establishing a
$2,016,000 reserve fund for the benefit of the Utility Companies,
to provide further adequate assurance of future payment of their
utility bills.

In addition, the Debtors seek the Court's authority to pay
certain amounts owed to foreign creditors, including foreign
utility companies.  The Debtors note that the foreign utility
companies will not be participating in the Utility Reserve.

Mr. Zirinsky states that in the event of a need to resort to the
Utility Reserve for payment, any prepetition payment actually
made to foreign vendors should be reallocated to any outstanding
postpetition invoices, thereby providing adequate assurance to
the foreign utility companies of payment for postpetition
services.  "Such reallocation would also set the foreign utility
companies on equal grounds as the domestic utility companies, who
did not receive payment for their pre-petition charges," Mr.
Zirinsky explains.

Moreover, Mr. Zirinsky points out that the Debtors have
established a good payment history with virtually all of their
Utility Companies, consistently making payments on a regular and
timely basis.  Mr. Zirinsky assures the Court that, to the
Debtors' knowledge, there are no defaults or arrearages of any
significance with respect to their undisputed Utility Services
invoices, other than the payment interruptions that may be caused
by the commencement of their Chapter 11 cases.

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


NORTHWEST AIRLINES: Pays Prepetition Fuel Supplier Claims
---------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates purchase
fuel for their own use and for certain regional carriers and
alliance partners.  Specifically, Northwest Airlines, Inc.,
purchases its fuel from NWA Fuel Services Corporation, a wholly
owned subsidiary, and from numerous third party fuel suppliers.  

Prior to the Petition Date, Northwest Airlines and NFS purchased
jet fuel from fuel suppliers pursuant to fuel supply contracts or
fuel purchase orders.  The vast majority of fuel purchases are
made by advance payments via wire transfer to 44 fuel suppliers.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Northwest Airlines and NFS generally make
prepayments to Prepaid Fuel Suppliers on a weekly basis.  For the
month of July, Northwest Airlines and NFS's aggregate advance
wire payments to Fuel Suppliers were, collectively, $301,000,000.  
Periodically, the Prepaid Fuel Suppliers reconcile Northwest
Airlines and NFS's advance payments against their fuel usage for
the applicable prepayment period.

Northwest Airlines' and NFS's remaining fuel purchases are made
on account and paid in arrears to certain other fuel suppliers.
The Debtors estimate that as of the Petition Date, Northwest
Airlines owes $2,400,000 to the Other Fuel Suppliers for
prepetition services.

                      Fuel Delivery & Storage

Northwest Airlines and NFS utilize certain national and regional
pipelines to transport fuel from the point of purchase across the
country to various storage facilities pursuant to pipeline or
transport agreements with certain common carrier pipeline
providers.  They also utilize various storage facilities located
near several major airports to store the fuel transported by
pipeline.  

Mr. Zirinsky tells U.S. Bankruptcy Court for the Southern District
of New York that Northwest Airlines and NFS are party to storage
agreements with certain storage facility providers.  These
services are primarily provided on credit to be paid by invoice,
but a portion of these services are provided on a "prepay" basis.

The Debtors currently owe, collectively, $500,000 to the Pipeline
and Storage Providers for services performed prior to the
Petition Date.

                   Into-Wing Service Contracts

In addition, the Debtors are parties to certain into-wing fueling
service contracts.  Pursuant to these Into-Wing Service
Contracts, third parties either:

   (i) arrange for the delivery of fuel into Northwest Airlines'
       aircraft without any participation or involvement by
       Northwest Airlines; or

  (ii) transport "airport fuel" from the Debtors' storage
       facilities located at or near airport terminals into
       Northwest Airlines' aircraft.

Northwest Airlines also provides "into-wing" fueling services to
other airlines in connection with certain of its Supply
Contracts.  In the ordinary course, Northwest Airlines and NFS
frequently subcontract the "into-wing" fueling services to third
parties, which actually load the fuel onto aircraft.

Mr. Zirinsky says that as of the Petition Date, the Debtors owe
$5.3 million to third party into-wing service providers for
prepetition transport activities provided pursuant to the Into-
Wing Service Contracts.

               Fuel Consortia & Other Arrangements

The Debtors have ownership interests in 21 fuel consortia, and
are party to 30 fuel committee cost sharing cooperatives.  Mr.
Zirinsky explains that the Fuel Consortia lease, operate and
manage fuel storage facilities located at or near airports in
which carriers and fuel suppliers store their fuel in one or more
commingled fuel tanks.  The Debtors and the other Fuel Consortia
owners pay a fee to the fuel facility service providers for their
services in connection with the Fuel Consortia.

The Fuel Consortia are established by airlines to minimize and
share the cost of local fuel storage.  Certain of these consortia
are organized as separate corporations of which the Debtors are
an equal-share owner with the other members.  

"The Debtors' participation in these arrangements results in
significant cost savings that would be unattainable if the
Debtors were not able to make all payments as due and generally
maintain their existing relationships in the ordinary course of
business," Mr. Zirinsky says.

The Debtors are also parties to certain other arrangements by
which numerous third parties provide a variety of services to
them in connection with the purchase, sale and movement of fuel.
Mr. Zirinsky informs the Court that the Debtors currently owe,
collectively, $200,000 to third party providers for prepetition
services pursuant to the Other Fuel Service Arrangements.

         Debtors Want to Pay Prepetition Fuel Obligations

Mr. Zirinsky says that the Debtors' fuel supply, trading and
distribution systems are essential to the continued performance
of the Debtors' airline operations and their integrated efforts
to manage fuel costs.

Mr. Zirinsky asserts that any interruption in the Debtors' fuel
supply and distribution system would hinder NFS's ability to
perform under its Supply Contracts and to execute trading sales,
both of which are critical components of the Debtors'
comprehensive strategy to manage fuel costs.

At the Debtors' request, the Court authorizes them to:

   (a) pay any prepetition outstanding obligations to the Other
       Fuel Suppliers and, as necessary, to the Prepaid Fuel
       Suppliers for any unpaid overages;

   (b) pay any prepetition outstanding obligations with respect
       to all Pipeline and Storage Providers who are paid in
       arrears by the Debtors;

   (c) pay prepetition payments to counterparties to the Into-
       Wing Service Contracts, the Fuel Consortia, and Other Fuel
       Service Arrangements;

   (d) continue honoring, performing, and exercising their
       postpetition rights and obligations in accordance with the
       contracts and arrangements with the Fuel Suppliers, and
       counterparties to the Pipeline and Storage Provider
       Agreements, Into-Wing Service Contracts and Other Fuel
       Service Arrangements; and

   (e) continue participating in the Fuel Consortia postpetition
       in accordance with established practices thereunder and in
       the ordinary course of business, and to perform and honor
       their postpetition obligations to the Fuel Consortia.

Judge Gropper rules that, subject to the prior written permission
of the Debtors, the automatic stay is modified to the limited
extent necessary to allow for the payments received by the Fuel
Suppliers, Pipeline and Storage Providers, or counterparties
under the Into-Wing Service Contracts, Fuel Consortia, and Other
Fuel Service Arrangements, or credits existing prior to the
Petition Date, to be applied to undisputed claims relating to
fuel liftings and pipeline and storage facility usage occurring
postpetition.  

The parties are permitted to exercise any set off and recoupment
rights pursuant to Section 553 of the Bankruptcy Code as may be
necessary to ensure the application of the fuel or pipeline and
storage prepayments or credits.

To the extent the Fuel Related Vendors, under any of the Debtors'
relationships under which prepetition amounts are payable to
creditors, perform the obligations and provide acceptable
business terms, the Debtors are authorized to condition any
prepetition payments on the Fuel Related Vendors continuing to
provide them with, or otherwise comply with the On-Going
Obligations/Terms.

The Court authorizes the Debtors to:

   (a) pay their Fuel Related Vendors on the condition that by
       accepting payment, the Fuel Related Vendors agree to
       maintain, reinstate or otherwise comply with the On-Going
       Obligations/Terms during the pendency of the Debtors'
       cases;

   (b) obtain written verification of On-Going Obligations/Terms
       from the Fuel Related Vendors before issuing payment.  The
       absence of a written verification will not limit the
       Debtors' rights.  

The Court rules that if the Fuel Related Vendor does not provide
the Debtors with, or otherwise comply with, the On-Going
Obligations/Terms during the pendency of the Debtors' cases, any
payments of prepetition claims made after the Petition Date may
be deemed to be unauthorized postpetition transfers and
automatically recoverable by 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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Bankruptcy Schedules Must be Filed by Jan. 12
-----------------------------------------------------------------
At Northwest Airlines Corporation and its debtor-affiliates'
request, the U.S. Bankruptcy Court for the Southern District of
New York extended their deadline to file schedules of assets and
liabilities, statements of financial affairs, statements of
executory contracts and unexpired leases, and schedules of current
income and expenditures for another 120 days, through and
including January 12, 2006.

The extension is without prejudice to their right to seek an  
additional extension if cause exists.

The Debtors are required under Rule 1007(c) of the Federal Rules  
of Bankruptcy Procedure to file their Schedules and Statements  
within 15 days after the Petition Date.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP,  
New York, explains, however, that the Debtors have more than  
65,000 readily ascertainable creditors.  Therefore, the conduct  
and operation of the Debtors' business requires them to maintain  
voluminous books and records and a complex system of accounting.   
These books, records, and documents are located at various  
operating sites around the world.  Consequently, the Debtors will  
not be able to satisfactorily prepare the Schedules and  
Statements within 15 days as outlined in Bankruptcy Rule 1007(c).  

Mr. Zirinsky ascertains that the Debtors' request is not  
prejudicial to the rights of any party in the Debtors' cases.

The Court further directs the Debtors to file on or before  
October 14, 2005, to prepare a consolidated list of creditors and  
equity security holders in electronic format that is acceptable  
to the Clerk of the Court, in lieu of any required matrix, and to  
make it available only upon written request.  

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)


OPTICAL DATACOM: Trustee & Bank Group Settlement Pact Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between Frederick B. Rosner, Esq., the
Chapter 11 Trustee for Optical DataCom, LLC's estate, and U.S.
Bank National Association, First Bank, GE Corporate Financial
Services, Inc., IBM Credit LLC and Wachovia Bank National
Association.  The agreement, dated July 27, 2005, resolves
disputes between the Debtor and the lenders.

The parties agree to resolve all disputes to avoid incurring
additional expenses for litigation.

Under the settlement agreement:

   1) the Bank Group will release the Trustee and the Debtor's
      estate from the obligation under a court-approved agreement
      to remit to the Bank Group the amount of $250,000;

   2) the proceeds of any recovery based on the contract claims of
      the Debtor's estate against large defendants will not be
      required to be paid to the Bank Group on account of their
      lien but will instead be distributed on a pro-rate basis for
      payment of allowed unsecured claims in the case, including,
      but not limited to the allowed claims of the Bank Group and
      U.S. Bank;

   3) subject to a common interest agreement, the Bank Group
      agrees to the following:

        i) share certain expert work product relating to a
           forensic accounting report by Boston & Associates, P.C.

       ii) consent to the Trustee's use of members of
           Morris-Anderson as potential expert witnesses and
           consultants with regard to legal actions against
           persons other than the Bank Group

      iii) make available to the Trustee for a period of time and
           subject to certain conditions documents relating to due
           deligence on the loan made by the Bank Group to the
           Debtor and representations made to the Bank Group as to
           asset values in connection with the making of the loan

       iv) make available to the Trustee an individual at each
           Bank Group member organization that has knowledge
           regarding documents produced, to the extent such a
           person currently exists within the member organization;

   4) the Trustee and the Debtor's estate are releasing the Bank
      Group Releases from any and all claims and the adversary
      proceeding shall be dismissed with prejudice;

   5) the Bank Group is releasing the Trustee and the Trustee's
      counsel for any claims arising out of their service to date
      as Trustee and Trustee's counsel in the Debtor's case;

   6) The Bank Group will hold an allowed unsecured claim in the
      Debtor's case in the amount of $35,000,000 less the
      aggregate amount of all payments, if any, they may receive
      after the date of the settlement agreement on account of the
      proceeds' receipt of any remaining collateral;

   7) U.S. Bank will hold an allowed unsecured claim in the
      Debtor's case in the amount of $10,918,611.12; and

   8) the expense of the forensic accounting report shall
      constitute an administrative expense under section
      503(b)(3)(d) in favor of the documentation agent for the
      Bank Group and will be paid solely out of the first proceeds
      of any litigation recoveries from any of the large
      defendants.

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide. The Company
filed for chapter 11 protection on November 17, 2001. H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represent the Debtor in its restructuring efforts.  In its
petition, the Company listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


PEERLESS SYSTEMS: Earns $1.1 Million in Quarter Ended July 31
-------------------------------------------------------------
Peerless Systems Corporation delivered its quarterly report on  
Form 10-Q for period ended July 31, 2005, to the Securities and
Exchange Commission on Sept. 14, 2005.

The Company's financial results for the second quarter of Fiscal
2006 show:

     - a 53% increase in revenue to $9.7 million versus the same
       quarter last year; and

     - net income of $1.1 million, representing a 166% sequential
       increase versus the first quarter of fiscal 2006, and $2.6
       million positive swing from second quarter last year;

Compared to January 31, 2005, total assets at July 31, 2005
increased 27% to $16.0 million and stockholders' equity increased
31% to $8.5 million, primarily the result of the net income.  The
Company's cash and investment portfolio at July 31, 2005 was $10.2
million, an increase of 57% from $6.5 million as of January 31,
2005, and the ratio of current assets to current liabilities was
2.0:1, which is an increase from the  1.8:1 ratio as of January
31, 2005.

                  Going Concern Doubt

While the Company has registered profits for the first and second
quarters of fiscal 2006, it has been unprofitable in four of the
last five fiscal years resulting in a $6,572,039 accumulated loss
since inception.  Management says that the accumulated loss raises
substantial doubt about the Company's ability to continue as a
going concern.   

Ernst & Young LLP, audited the Company's financial statements for
the year ended Jan. 31, 2005 and 2004.  The auditors issued a
clean and unqualified opinion.

                 The Kyocera-Mita Deal

On March 1, 2005, the Company entered into a binding Memorandum of
Understanding with Kyocera-Mita Corporation to provide a range of
non-exclusive engineering services and product development
services.  Pursuant to the Memorandum of Understanding, Kyocera-
Mita has agreed to pay the Company an aggregate of $24.0 million,
payable in $2.0 million quarterly installments over the initial
three-year term of the Memorandum.  The long-term liquidity of the
Company is dependent upon this understanding.

                About Peerless Systems

Peerless Systems Corporation - http://www.peerless.com/--  
provides imaging and networking technologies and components to the
digital document markets, which include manufacturers of color,
monochrome and multifunction office products and digital
appliances.  In order to process digital text and graphics,
digital document products rely on a core set of imaging software
and supporting electronics, collectively known as an imaging
controller.  Peerless' line of scalable software and silicon
offerings enables its customers to shorten their time-to-market
and reduce costs by offering unique solutions for multiple
products.  Peerless' customer base includes companies such as
Canon, IBM, Konica Minolta, Kyocera Mita, Lenovo, OkiData, Ricoh,
RISO, Seiko Epson and Xerox.


POLAROID CORP.: Seeks More Time to Object to Claims
---------------------------------------------------
Wind Down Associates LLC, the Plan Administrator appointed under
the confirmed Third Amended Joint Plan of Reorganization of
Primary PDC, Inc., (f/k/a Polaroid Corporation) and its debtor
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to extend, until Nov. 15, 2005, the time within which it
can object to Disputed Claims filed against the Debtors' estates.  

Wind Down gave the Court two reasons in support of the extension:

   a) because more than 9,000 proofs of claim were filed against
      the Debtors' estates, the extension will ensure that all
      claims not yet objected to will be the subject of an
      objection if appropriate; and

   b) it is continuing to negotiate and consensually resolve
      various Disputed Claims and is wishes to avoid filing more
      objections to unresolved claims if the negotiations for
      those Disputed Claims become successful;

Objections to the proposed extension of the claims objection
deadline must be filed with the Clerk of the Bankruptcy Court by
Oct. 7, 2005.

The Bankruptcy Court will convene a hearing at 2:00 pm on Oct. 14,
2005, to consider the Debtors' request.

Headquartered in Cambridge, Massachusetts, Primary PDC, Inc.,
(f/k/a Polaroid Corporation), -- http://www.primarypdc.com-- is  
responsible for settling claims and for administering business
matters related to the former Polaroid Corporation.  Substantially
all of the assets of Polaroid Corporation were sold to OEP Imaging
Operating Corporation on July 31, 2002.  The Company and its
debtor-affiliates filed for chapter 11 protection on Oct. 12, 2001
(Bankr. D. Del. Case No. 01-10864).  The Court confirmed the
Debtors' chapter 11 Plan on Nov. 18, 2003, and the Plan took
effect on Dec. 17, 2003.  Wind Down Associates LLC is the Plan
Administrator under the confirmed Plan.  Joseph A. Malfitano,
Esq., at Young, Conaway, Stargatt & Taylor and Phil Dublin, Esq.,
at Akin, Gump, Strauss, Hauer & Feld, L.L.P., represents the Plan
Administrator.


PRESTWICK CHASE: APC Partners Files Joint Chapter 11 Plan
---------------------------------------------------------
APC Partners II, LLC, a secured creditor of Prestwick Chase Inc.
and Frederick J. McNeary, Sr., delivered a Joint Chapter 11 Plan
of Reoganization to the U.S. Bankruptcy Court for the Northern
District of New York.

                        Plan Funding

On the Effective Date, APC will make a $1,800,000 capital
contribution to Reorganized Prestwick to:

     a) fund the payments to be made pursuant to the terms of the
        Plan;

     b) provide the Reorganized Prestwick with adequate working
        capital;

     c) fund repairs, rehabilitation and deferred maintenance of
        the senior living facility and real property; and

     d) resolve and cure any non-compliance with the Army Corps
        of Engineers' wetlands rules and regulations, building      
        codes and any necessary or desirable improvements to
        ensure the health, safety and welfare of its residents.

                        Plan Structure
        
APC's Plan provides for:

     a) a comprehensive restructuring of Prestwick Chase's debt;

     b) an injection of fresh working capital into Prestwick Chase
        to restore residents' security deposits;

     c) rehabilitation of the senior living facility to ensure the
        health, safety and welfare of the residents; and

     d) the sale of substantially all of Frederick McNeary, Sr.'s
        non-exempt assets.        

                        Treatment of Claims

A. Claims Against Prestwick Chase:

The Reorganized Prestwick will institute a program of capital
improvements and use modifications to its senior living facility
and real property to remedy the current violations to satisfy the
Town of Greenfield PUD Allowed Claim.

On the Effective Date, M&T will retain its liens and will receive
a new Note in the principal amount of $13,702,155.

APC Partners' secured claim will be allowed for $1.6 million and
will be exchanged for part of the New Equity Interests.

Other Allowed Secured Claims will be reinstated or paid in full in
cash.

On the Effective Date, general unsecured creditors will be paid
25% of their claims.  In addition, these creditors will share pro
rata in recoveries made out of causes of action until such time
that their claims will be fully paid.

Prior to the Debtors' bankruptcy filings, Mr. McNeary and
Prestwick Chase guaranteed the repayment of all sums of money
loaned to Putnam Brook by the Town of Greenfield in 1998.  In
relation to that loan, the Town of Greenfield Putnam Brook
Guarantee was established.  Pursuant to the Plan, the Guarantee
will be continued.  However, the amount of guarantee will be
reduced to 50% of the amount collected from Putnam Brook, Inc.

Old Equity Interests will be cancelled.
     
B. Claims Against Frederick McNeary:

These secured claims will be paid in full:

        -- Adirondack Trust          
        -- Capital Bank              
        -- DaimlerChrysler           
        -- IndyMac                   
        -- Partners Trust            
        -- Realty USA                
        -- Wells Fargo               

Upon liquidation of its collateral, APC will receive a cash
distribution equal to the aggregate value of its liens on the
Debtor's real property, with interest at a rate of 150 basis
points over the five year Treasury bill priced at the confirmation
date.

M&T's allowed claim will be paid in full through the sale of the
Debtor's Exit 13N Property.
        
General Unsecured creditors are expected to recover 100% of their
claims over time.  The first distribution to the unsecured
creditors will be approximately 20% of their aggregate claims that
will be funded from net proceeds of the liquidation of the
Debtor's assets after all claims with higher priorities are
satisfied.  The unsecured portion of APC's claim will be
subordinated to the claims of the unsecured creditors.  

Town of Greenfield Putnam Brook Guarantee will remain in place
without any modifications.

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.

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.


PRESTWICK CHASE: Can Use APC's Cash Collateral Until October 31
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of New York
granted Prestwick Chase, Inc., permission to use Cash Collateral
securing repayment of pre-petition obligations to APC Partners II,
LLC, and grant adequate protection to APC Partners and M&T Real
Estate Trust, the Successor-in-Interest to M&T Real Estate, Inc.

            Pre-Petition Debt & Cash Collateral Use

M&T is a secured creditor of the Debtor by virtue of two loan
agreements and various other agreement and documents evidencing
Prestwick's indebtedness.

As previously reported in the Troubled Company Reported on
June 6, 2005, APC Partners is a secured creditor of the Debtor by
virtue of its assignment of certain loan documents delivered by
the Debtor and others to Ballston Spa National Bank.  

The loan documents are:

   a) a Promissory Note dated Dec. 1, 2001, in the original
      principal amount of $3,500,000

   b) an assignment of Rents, dated June 30, 1999, and recorded on
      March 6, 2003, in Volume 01639, Page 00433 at the Saratoga
      County Clerk's Office; and

   c) numerous other loan documents, including Mortgages, Mortgage
      Consolidation and Extension Agreements, a Forbearance
      Agreement and Personal Guarantees.

The Debtor will use M&T Real and APC Partners' Cash Collateral to
avoid immediate and irreparable harm to its bankruptcy estate and
prevent the immediate diminution in the value of the estate.

The Court authorizes the Debtor to use the Cash Collateral until
the termination date of Oct. 31, 2005, solely for the purpose of
funding its post-petition operations in accordance with the
specific line items of a non-public Approved Budget.  

The Court orders that the Debtor may not incur or pay any expenses
in an amount that exceeds any line item in the secret Budget by
more than the lesser of 10% or $1,500 per line item without the
prior written consent of M&T and APC.

                  Adequate Protection

As adequate protection for its interest, M&T Real is granted a
valid, perfected and enforceable first priority and senior
security interest equivalent to a lien granted under Section
364(d) of the Bankruptcy Code in all of the Debtor's pre-petition
and post-petition property.

As adequate protection for its interest, APC Partners is granted a
valid, perfected and enforceable second priority and junior
security interest, subject to the limitations of 11 U.S.C. Section
506 and to the rights of any party-in-interest to contest the
amount of APC's secure claims, in all of the Debtor's post-
petition Collateral.

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.


PROTOCOL SERVICES: Murray Devine Approved as Valuation Experts
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates permission
to employ Murray, Devine & Co. Inc., as their valuation experts.

Murray Devine will:

   1) provide business enterprise valuation of the Debtors in
      connection with their corporate restructuring chapter 11
      protection;

   2) render expert witness services and consulting in connection
      with their chapter 11 cases and assist in establishing the
      Debtors' going concern value as a guide in formulating a
      plan of reorganization; and

   3) provide all other business valuation and consulting services
      to the Debtors that are necessary in their chapter 11 cases.

Francis X. Devine, an Executive Vice-President of Murray Devine,
previously disclosed that his Firm received a $50,000 one-time
Valuation Fee.

Mr. Devine reports Murray Devine's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Principals               $375
    Sr. Vice-Presidents      $325
    Vice-Presidents          $275
    Analysts                 $175

Mr. Devine assured the Court that Murray Devine does not represent
any interest materially adverse to the Debtors or their estates.

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


RESORT AT SUMMERLIN: Bankruptcy Court Closes Chapter 11 Cases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered a
final decree closing the chapter 11 cases of The Resort at
Summerlin Limited Partnership and its debtor-affiliate, The Resort
at Summerlin, Inc.  The Court closed the proceedings after the
estates were fully administered and all required distributions
under its liquidating chapter 11 Plan were made.  

Headquartered in Las Vegas, Nevada, The Resort at Summerlin,
Limited Partnership owns and operates The Regent Las Vegas, a
luxury hotel, casino and spa complex located in Las Vegas.  The
Company and its debtor-affiliate filed for chapter 11 protection
on Nov. 21, 2000 (Bankr. D. Nev. Case No. 00-18878).  Laurel E.
Davis, Esq., at Lionel Sawyer & Collins represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed total assets of
$296,366,000 and total debts of $365,802,000.  The Debtors' Plan
was confirmed on July 14, 2005.


RICHTER FURNITURE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Richter Furniture Manufacturing
        2231 East 49th Street
        Los Angeles, California 90058

Bankruptcy Case No.: 05-35558

Type of Business: The Debtor manufactures mid- to high- end
                  upholstered furniture in Los Angeles.  
                  An involuntary chapter 7 petition was filed
                  against the Company on Sept. 30, 2005
                  (Bankr. C.D. Calif. Case No. 05-35404).

Chapter 11 Petition Date: October 5, 2005

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: David M. Poitras, Esq.
                  Jeffer, Mangels, Butler & Marmaro LLP
                  1900 Avenue of the Stars, 7th Floor
                  Los Angeles, California 90067
                  Tel: (310) 203-8080

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
   ------                     ---------------       ------------
N.R. Michaelson Enterprises   Trade debt                $985,590
Inc.
17010 Rancho Street
Encino, CA 91316

Workforce Personnel, Inc.     Payroll services          $638,386
23407 Copacabana Street
Malibu, CA 91316

Catawba Leather               Trade debt                $547,248
120 10th Street, Southwest
Hickory, NC 28602

G&M Mattress Company          Trade debt                $419,354
5401 East Slauson Avenue
City of Commerce, CA 90040

Tiger Imports                 Trade debt                $257,257
211 Old Thomasville Road
Highpoint, NC 27260

Morgan Fabrics                Trade debt                $238,166

Montclair Wood Corporation    Trade debt                $225,012

Sullivan Curtis Monroe        Insurance                 $208,038

Molteni & C S.P.A.            Trade debt                $163,582

North American Foam and       Trade debt                $142,705
Combining Co.

American Express (Gold)       Trade debt                $118,535

Moore and Giles               Trade debt                 $94,965

LA Carton                     Trade debt                 $90,695

Atlas Spring Corporation      Trade debt                 $85,587

Marco Bautista                Trade debt                 $77,211

Anderson Bremer Company       Trade debt                 $67,039

Bonded Fiberloft              Trade debt                 $61,616

Foam Factory Company          Trade debt                 $59,875

Pacific UPH Supply Corp.      Trade debt                 $50,395

Melu Corporation              Trade debt                 $45,551


SAINT VINCENTS: NY City Wants Utilities Paid Prior to Parsons Sale
------------------------------------------------------------------
The City of New York asks the U.S. Bankruptcy Court for the
Southern District of New York to approve the Parsons Manor Sale
contingent on Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates payments of the City's first lien for
unpaid sewer charges plus interest against the property.

As reported in the Troubled Company Reporter, Kinchung Lam has
offered to buy Parson Manor for $12.5 million.  The Debtors intend
to use a portion of sale proceeds to reduce amounts due under
their postpetition financing agreement with HFG Healthco-4 LLC.

TaeRa K. Franklin, Esq., assistant corporation counsel for the
City of New York, informs the Court that the New York City Water
Board has a secured claim against Parsons Manor for water and
sewer charges equal to $54,332 -- $44,334 of which is for
prepetition charges.

The City objects to the extent that the Sale Motion seeks an
authority to sell Parsons Manor "free and clear of liens, claims
and encumbrances."

Ms. Franklin asserts that the City's first priority lien against
Parsons Manor should be paid out of the proceeds of the sale at
the closing.

Section 11-301 of the New York City Administrative Code, which
governs the City's secured claims, provides that:

   ". . . all sewer rents, sewer surcharges and water rents, and
   the interest and charges thereon, which may be laid or may
   have heretofore been laid, upon any real estate now in the
   city, shall continue to be, until paid, a lien thereon, and
   shall be preferred in payment to all other charges."

Ms. Franklin notes that the Debtors' exemption status under
Section 501(c)(3) of the Internal Revenue Code recognized by the
Internal Revenue Services does not exempt them from paying water
and sewer charges.

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)


SEA INSURANCE: Moody's Withdraws Ba3 Financial Strength Rating
--------------------------------------------------------------
Moody's Investors Service withdrew the Ba3 insurance financial
strength ratings of two Royal & SunAlliance USA operating
subsidiaries -- Viking Insurance Company of Wisconsin and The Sea
Insurance Company of America -- subsequent to their removal from
the Royal & SunAlliance USA intercompany pool.  Moody's has
withdrawn the ratings due to the reorganization of the companies.

Royal & Sun Alliance Insurance Group PLC has announced the sale,
pending regulatory approval, of its specialty US non-standard auto
business (including Viking Wisconsin) to Sentry Insurance a Mutual
Company.  The liabilities of Sea Insurance Company have been
assumed by the members of the Royal & SunAlliance USA intercompany
pool.

These ratings have been withdrawn:

Viking Insurance Company of Wisconsin:

   -- insurance financial strength at Ba3

The Sea Insurance Company of America:

   -- insurance financial strength at Ba3


SIRVA INC: Lenders Extend Credit Agreement & Receivables Sale Pact
------------------------------------------------------------------
SIRVA, Inc., a global relocation services provider, disclosed
an amendment to SIRVA's credit agreement (entered into by SIRVA
Worldwide, Inc., a subsidiary of SIRVA) and a waiver and amendment
to its receivables sale agreement.  The credit agreement amendment
and the waiver and amendment to the receivables sale agreement are
both effective as of Sept. 30, 2005.

                    Receivables Sale Agreement

The receivables are comprised of relocating employee receivables
and employer receivables arising under certain relocation services
agreements, including all of its related assets.  As previously
disclosed, an affiliate of LaSalle Bank National Association sold
all of the issued and outstanding stock of Executive Relocation to
a subsidiary of SIRVA in December 2004.  Affiliates of LaSalle and  
General Electric Capital Corporation are lenders on SIRVA's credit
agreement, and may continue in the future to provide funding to
SIRVA and its affiliates.

Under the Sale Agreement, SRC sells undivided percentage interests
in a receivables portfolio on a non-recourse basis to LaSalle, CIT
and GECC, which are unaffiliated third parties.  The initial
payment for the interests in the receivables pool is discounted
and the balance only paid if and when the receivables are
collected.  Since SRC is entitled to payment from the collected
balances, it retains an interest in the unfunded portion of the
sold receivables and it also retains an interest in the amount of
any receivables that are not eligible under the terms of the Sale
Agreement.  SIRVA Relocation and Executive Relocation are involved
in the receivables collection process.

In connection with the execution and delivery of this amendment,
SRC paid LaSalle an amendment fee in an amount equal to 0.12% of
the Aggregate Commitment as defined in the Sale Agreement.

SIRVA RELOCATION CREDIT, LLC, is a seller under an Amended and
Restated Receivables Sale Agreement dated as of Dec. 23, 2004 (as
amended), with GENERAL ELECTRIC CAPITAL CORPORATION, THE CIT
GROUP/BUSINESS CREDIT, INC. and LASALLE BANK NATIONAL ASSOCIATION,
as purchasers.  SIRVA RELOCATION LLC and EXECUTIVE RELOCATION
CORPORATION serve as Servicers and Originators while LaSalle
serves as Agent under the agreement.

A full-text copy of the WAIVER AND FOURTH AMENDMENT TO AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT is available at no charge at
http://ResearchArchives.com/t/s?229

                 Credit Facility Amendment

Among other things, the Fourth Amendment to Credit Agreement
amended and restated certain financial covenants relating to
SIRVA's maintenance of a specified Consolidated Interest Coverage
Ratio and a specified COnsolidated Leverage Ratio.  The amendment
also extends separate deadlines for SIRVA to deliver its financial
statements in accordance to this schedule:

   * Nov. 15, 2005 -- the deadline for SIRVA to deliver audited
                      financial statements for the year ended
                      Dec. 31, 2004; and

   * Dec. 31, 2005 -- the deadline for SIRVA to deliver unaudited
                      financial statements for each of the
                      quarterly periods ended March 31, 2005,
                      June 30, 2005 and Sept. 30, 2005.

Pursuant to the Amendment, the lenders also consented to SIRVA's
disposition of its U.S. insurance business and certain ancillary
businesses pursuant to a purchase agreement, dated Sept. 21, 2005,
among SIRVA, SIRVA Worldwide, North American Van Lines, Inc., and
Allied Van Lines, Inc., as sellers, and IAT Reinsurance Company
Ltd., as buyer.

In connection with the execution and delivery of the Fourth
Amendment to Credit Agreement, SIRVA Worldwide paid the lenders an
amendment fee in an amount equal to 0.25% of the sum of each
lender's Revolving Credit Commitment and Term Loans outstanding as
of Sept. 29, 2005.

SIRVA WORLDWIDE, INC., and its foreign subsidiaries are borrowers
under a Credit Agreement dated as of Dec. 1, 2003 (as amended)
with JPMORGAN CHASE BANK, N.A., as Administrative agent for
several banks and other financial institutions.  J.P. MORGAN
SECURITIES INC. serves as sole lead arranger and sole bookrunner
under the agreement.  The lenders include affiliates of LaSalle
and GECC, which are "purchasers" under SIRVA's receivables
securitization facility.

A full-text copy of the FOURTH AMENDMENT TO THE CREDIT AGREEMENT
dated as of Sept. 29, 2005, is available at no charge at
http://ResearchArchives.com/t/s?22a

SIRVA, Inc. -- http://www.sirva.com/-- is a leader in providing  
relocation solutions to a well- established and diverse customer
base around the world. The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and insurance. SIRVA
conducts more than 365,000 relocations per year, transferring
corporate and government employees and moving individual
consumers. The company operates in more than 40 countries with
approximately 7,500 employees and an extensive network of agents
and other service providers. SIRVA's well-recognized brands
include Allied, northAmerican, Global, and SIRVA Relocation in  
North America; Pickfords, Huet, Kungsholms, ADAM, Majortrans,
Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in Europe;
and Allied Pickfords in the Asia Pacific region.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Standard & Poor's Ratings Services lowered its ratings on
relocation service provider SIRVA Inc. and its primary operating
subsidiary, SIRVA Worldwide Inc.  The corporate credit rating on
both entities was lowered to 'B+' from 'BB'.
     
All ratings remain on CreditWatch with negative implications,
where they were placed on April 8. 2005, due to:

   * the continued delay in filing SIRVA's year-end 2004 financial
     statements;

   * ongoing investigation related primarily to its insurance and
     European businesses; and

   * the disclosure that the cost to address its financial control
     weaknesses will be significantly higher than originally
     anticipated.

In July 2005, SIRVA was granted amendments to its bank facility
and accounts-receivable securitization program, extending the
filing deadline for its financial statements until Sept. 30, 2005.


SOLECTRON CORP: Reports FY 2005 Fourth Quarter Financial Results
----------------------------------------------------------------
Solectron Corporation (NYSE:SLR) reported sales of $2.4 billion in
the fourth quarter of fiscal 2005.  Sales in the fourth quarter of
fiscal 2004 were $3 billion, and sales in the third quarter of
fiscal 2005 were $2.6 billion.

The company reported a GAAP profit after tax from continuing
operations in the fourth quarter of $10.3 million, compared with a
GAAP loss after tax from continuing operations of $40.1 million in
the fourth quarter of last year.

The company had non-GAAP profit after tax in the fourth quarter of
$37 million excluding $6.7 million of charges for restructuring
and a $20 million offset to revenue related to a premium for a
recent contract win.

"Solectron ended fiscal 2005 in a position of strength," commented
Mike Cannon, president and chief executive officer.  "We are
pleased that our operating performance improved significantly over
last year, and that we generated approximately $945 million in
operating cash flow in the year, giving us one of the strongest
balance sheets in the industry."

"We believe we are well positioned for fiscal 2006, as we continue
to grow our revenue pipeline by focusing on expanding our
engagements with existing customers and winning new business in
non-traditional markets," continued Cannon.

     Quarterly Highlights: Improved Working Capital Metrics

The company made further improvements in working capital during
the quarter.  Days sales outstanding were 46 days and days
payables outstanding improved to 54 days.  Inventory turns were
7.9 and the company's cash conversion cycle was 38 days, an
improvement of three days from the prior period.

           Stock Repurchase Program Announced in July

On July 27, Solectron announced a program to purchase up to
$250 million of common stock pursuant to a stock repurchase
program.  This repurchase program reflects management's commitment
to improving shareholder value, and is supported by the company's
strong operating cash flow and balance sheet position.  During the
quarter, the company repurchased $69.6 million of its common
stock, or approximately 17 million shares, pursuant to this plan.

     Fiscal 2005 Operating Results Improved Over Fiscal 2004

For the year, the company reported a GAAP net loss after tax from
continuing operations of $12 million compared with a GAAP net loss
after tax from continuing operations of $262.4 million in fiscal
2004.

In fiscal 2005, the company reported non-GAAP net income after tax
from continuing operations of $163.3 million excluding impairment,
restructuring, and other charges of $175.3 million, compared with
non-GAAP net income after tax from continuing operations of
$3.1 million excluding impairment, restructuring, and other
charges of $265.5 million in fiscal 2004.

Sales in fiscal 2005 were $10.4 billion, compared with
$11.6 billion in fiscal 2004.

               Key Comparisons: Q4 '04 vs. Q4 '05

Cash increased from $1.4 billion to $1.7 billion.  Cash
cycle improved from 48 days to 38 days.  Debt decreased from
$1.2 billion to $706.6 million.  Debt-to-capital ratio improved
from 34 percent to 22 percent.

                   First-Quarter 2006 Guidance

Fiscal first-quarter guidance is for sales of $2.3 billion to
$2.5 billion, and for non-GAAP EPS from continuing operations in a
range from 2 cents to 4 cents, on a fully diluted basis.

Solectron Corporation -- http://www.solectron.com/-- provides a   
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the Rating Outlook is Stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.


SPORTS CLUB: Arranging New Financing & Selling 9 Clubs for $65MM
----------------------------------------------------------------
The Sports Club Company plans to arrange for new financing secured
by its real property in West Los Angeles and sell six of its nine
sports and fitness complexes to an affiliate of Millennium for
$65 million.

Millennium is the Company's largest stockholder and is the
landlord at four of these Clubs.  The Clubs to be sold include
three facilities located in New York City, and single Clubs in
Boston, Massachusetts, Washington D.C. and San Francisco,
California.  In addition, the management agreement for the Club in
Miami, Florida will be assigned to Millennium.

A portion of the proceeds from the asset sale and new financing
will be used to retire the Company's outstanding $100 million of
Senior Secured Notes due in March 2006.

On March 15, 2006, the Company's entire $100 million principal
amount of the Senior Secured Notes are due along with $5.6 million
of interest.  The Company does not have the cash to make these
payments.

The Company said there is no assurance that we will able to
consummate any of these transactions.  If it will be unable to
sell these assets or finance the West Los Angeles property, the
Company would be required to raise additional capital by issuing
equity if the bondholders are not willing to extend the due date
of the Senior Secured Notes.  If those events would not occur, the
Company would probably default on the principal payment of the
Senior Secured Notes and the holders of the Senior Secured Notes
could elect to foreclose on its assets.

The Sports Club Company, based in Los Angeles, California, owns  
and operates luxury sports and fitness complexes nationwide under  
the brand name "The Sports Club/LA."

                         *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on October 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency,
   * $107 million accumulated deficit, and
   * $100 million senior debt maturing by March 2006.


SPORTS CLUB: Balance Sheet Upside-Down by $9.3-Mil at December 31
-----------------------------------------------------------------
The Sports Club Company delivered its annual report on Form 10-K
for the year ending December 31, 2004, to the Securities and
Exchange Commission on September 30, 2005.  

The Company's total revenue from continuing operations for the
year ended December 31, 2004, was $43.7 million, compared to
$37.0 million for the same period in 2003, an increase of
$6.7 million or 17.9%.

The Company's club operating costs and cost of products and
services increased by $8 million or 36.2% to $30.1 million for the
year ended December 31, 2004, versus $22.1 million for the same
period in 2003.

The Company's selling and marketing expenses were $1.5 million for
the year ended December 31, 2004, versus $1 million for the same
period in 2003, an increase of $449,000 or 43.0%.

General and administrative expenses were $8.1 million for the year
ended December 31, 2004, versus $7.5 million for the same period
in 2003, an increase of $631,000.

The Company recorded a charge of $1.1 million during the year
ended December 31, 2004.  This charge is comprised of various
costs, primarily legal fees and investment banking fees, related
to a proposed equity transaction that was initiated in April 2003
and abandoned in February 2004.

The Company's loss from discontinued operations was $12.5 million
for the year ended December 31, 2004, versus $13.2 million for the
same period in 2003, a decrease of $725,000 or 5.5%.

The Company incurred a $20.8 million net loss in 2004.

As of December 31, 2005, the Company's balance sheet
reflected assets amounting to $231.5 million and debts
totaling $226 million.  As of December 31, 2004, the Company's
balance sheet showed a $9.3 million equity deficit compared to a
$5.5 million equity at December 31, 2003.

                       Going Concern Doubt

Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency,
   * $107 million accumulated deficit, and
   * $100 million senior debt maturing by March 2006.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?223

The Sports Club Company, based in Los Angeles, California, owns  
and operates luxury sports and fitness complexes nationwide under  
the brand name "The Sports Club/LA."


SPORTS CLUB: Stockholders' Deficit Widens to $11.4-Mil at March 31
------------------------------------------------------------------
The Sports Club Company delivered its quarterly report on Form
10-Q for the quarter ending March 31, 2005, to the Securities and
Exchange Commission on September 30, 2005.  

The Company's total revenue from continuing operations for the
three months ended March 31, 2005, was $11.7 million, compared
to $10.7 million for the same period in 2004, an increase of
$1 million or 9.1%.

The Company's club operating costs and cost of products and
services increased by $356,000 or 4.9% to $7.7 million for the
three months ended March 31, 2005, versus $7.3 million for the
same period in 2004.

The Company's selling and marketing expenses were $418,000 for the
three months ended March 31, 2005, versus $437,000 for the same
period in 2004, a decrease of $19,000 or 4.3%.

General and administrative expenses were flat at $2 million for
both the three months ended March 31, 2005 and the three months
ended March 31, 2004.

The Company's loss from discontinued operations was $885,000 for
the three months ended March 31, 2005, versus $3.4 million for the
same period in 2004, a decrease of $2.5 million or 73.7%.

The Company incurred $2.2 million net loss for the first quarter.  
At March 31, 2005, the Company's cash balance was $6 million.

As of March 31, 2005, the Company's balance sheet reflected assets
amounting to $231.5 million and debts totaling $226 million.  As
of March 31, 2005, the Company's equity deficit widened to
$11.4 million from a $9.3 million deficit at December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?224

The Sports Club Company, based in Los Angeles, California, owns  
and operates luxury sports and fitness complexes nationwide under  
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As previously reported, Stonefield Josephson, Inc., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the company's 2004 annual financial
statements.  The auditing firm pointed to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency,
   * $107 million accumulated deficit, and
   * $100 million senior debt maturing by March 2006.


STRATUS SERVICES: Shareholders Recommend Chapter 11 Filing
----------------------------------------------------------
PIP Management, Inc. and Essex & York, Inc., disclosed that
efforts to obtain value for shareholders of Stratus Services
Group, Inc. (OTCBB:SSVG) continue to be impeded by Stratus'
relationship with ALS, LLC, a private outsourcing company that is
50% owned by the son of Stratus' CEO, Joseph Raymond.

In connection with Stratus' secondary offering, which closed in
August 2004, Stratus told investor groups that Michael O'Donnell,
Sr., would become Stratus' new CEO and Joseph Raymond, Jr., would
become its COO, and Mr. O'Donnell and Joe Raymond, Jr. gave
detailed presentations to that effect.

Instead, Stratus and ALS entered into a consulting agreement that
gave Joe Raymond, Jr. effective control of Stratus's operations.  
As a result of this consulting agreement, ALS's interests diverged
from those of Stratus's shareholders.  And the agreement failed to
generate any of the cost savings or profits that Stratus and ALS
forecast when they entered into this agreement.

By means of an agreement dated May 25, 2005, between Stratus, ALS,
PIP Management, and Essex & York, Stratus' consulting agreement
with ALS was terminated, but Stratus remains indebted to ALS.  
Stratus' board is still trying to negotiate an agreement with ALS
that would allow Stratus to delay certain payments currently due
to ALS and thereby gain the time needed to explore alternative
ways to obtain value for Stratus's shareholders.  PIP Management
and Essex & York are of the view that ALS may be refusing to allow
this to happen because Stratus's failure would allow ALS to gain
the majority of Stratus's business for a fraction of its real
value.

"We are disappointed that ALS continues to stand in the way of
unlocking some value for Stratus's long-suffering shareholders,"
Chris Janish of PIP Management said.  "Given that ALS's dealings
with Stratus have since the beginning been tainted by conflicts of
interest, we feel that it is time for ALS to step aside and allow
Stratus to act for the benefit of all shareholders and creditors.  
We are recommending to the board that the company file for
Chapter 11 bankruptcy, which would give the company time to
restructure to the satisfaction of both shareholders and
creditors.  We firmly believe that the enterprise value of the
company is greater than the current market capitalization minus
its debt.  We intend to challenge any transaction that does not
reflect the true value of the company."

                          Default

The May 25th agreement contained various Stratus obligations in
favor of PIP Management and Essex & York, including the obligation
to hold a special meeting of shareholders no later than Sept. 30,
2005, but Stratus is in default of those obligations.  These
obligations were structured to benefit holders of Stratus's common
stock.

"We have entered into a forbearance agreement with ALS as a result
of certain defaults under our Outsourcing Agreement," the Company
disclosed in its Form 10-Q for the quarterly period ended June 30,
2005.  "If we cannot obtain an extension of the ALS forbearance,
or are unable to cure defaults under the ALS Outsourcing
Agreement, as amended, going forward, there can be no assurance
that we will be able to obtain an alternative outsourcing
provider.  These conditions raise substantial doubts about our
ability to continue as a going concern."

The Company received a going concern qualification from its
auditors Amper Politziner & Mattia, P.C., on its financial
statements for the fiscal year ended Sept. 30, 2004.  The auditing
firm pointed to the Company's $11,001,305 working capital deficit,
which is primarily the result of losses incurred during the last
four years.

At June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 stockholders' deficit, compared to a $4,507,221 equity
deficit at Sept. 30, 2004.

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.  


TECNET INC: Court Sets Dec. 8 Bar Date for Newly Discovered Claims
------------------------------------------------------------------
At the request of Scott M. Seidel, the Chapter 7 Trustee
overseeing the liquidation of TecNet, Inc., the U.S. Bankruptcy
Court for the Northern District of Texas set Dec. 8, 2005, as the
last day for some newly discovered creditors to file their proofs
of claim against the Debtor's estate.

As previously reported in the Troubled Company Reporter on
August 30, 2005, Mr. Seidel discovered additional creditors that
were not provided with a Notice to File Claims and did not have
the opportunity to file their proofs of claim.  The trustee told
the Court a bar date must be established for the newly discovered
creditors so that they may be given a chance to file their claims.

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

       Clerk of the U.S. Bankruptcy Court
       1100 Commerce Street, Room 12A24
       Dallas, Texas 75242

Headquartered in Garland, Texas, TecNet, Inc., provides
telecommunication services, filed for chapter 11 protection on
April 8, 2004 (Bankr. N.D. Tex. Case No. 04-34162) and its case
was converted to a chapter 7 liquidation proceeding on June 4,
2004.  Scott M. Siedel serves as the chapter 7 Trustee.  Mark A.
Weisbart, Esq., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts of over $10 million and
estimated debts of over $100 million.  On June 7, 2005, the Court
converted the chapter 11 case to a chapter 7 proceeding.  Scott M.
Seidel was appointed as the Chapter 7 Trustee.


TEE JAYS: Taps Pounders & Associates as Real Estate Broker
----------------------------------------------------------
Tee Jays Manufacturing Co., Inc., asks the U.S. Bankruptcy Court
for the Northern District of Alabama, for permission to employ
Pounders & Associates, Inc., as its real estate broker.

The Debtor wants to hire Pounders as the listing broker for
various pieces of its real estate property, a copy of which is
available for free at http://ResearchArchives.com/t/s?22c

Pounders will act as broker in private sales outside the ordinary
course of business and carry on all functions typically permitted
to a real estate broker, including:

      -- advertising;
      -- solicitation;
      -- facilitation of negotiations;
      -- contracting; and
      -- coordinating the closing of various real estate
         transactions.

The Debtor discloses that Pounders & Associates will be paid an 8%
commission of the gross sale price or 4% of the gross sale price
if the property is co-brokered.

To the best of the Debtor's knowledge, Pounders & Associates does
not hold any interest adverse to the Debtor or its estates.

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,  
Inc., is a textile manufacturing company.  The Company filed for  
chapter 11 protection on February 4, 2005 (Bankr. N.D. Ala. Case  
No. 05-80527).  Stuart M. Maples, Esq., at Johnston Moore Maples &
Thompson represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.  


T & M RENTALS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: T & M Rentals, LLC
             24973 TR 192
             Coshocton, Ohio 43812

Bankruptcy Case No.: 05-69563

Type of Business: The Debtor is a holding company for
                  real estate assets.  Marty Ralston owns
                  100% of the Debtor's outstanding shares.

Chapter 11 Petition Date: October 3, 2005

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: William Todd Drown, Esq.
                  Folland & Drown LPA
                  555 Chestnut Street
                  Coshocton, Ohio 43812
                  Tel: (740) 291-8080
                  Fax: (740) 291-8080

Total Assets: $891,647

Total Debts:  $1,203,022

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Home Loan Savings Bank    T & M Rentals             $455,519
401 Main Street               1124 Gross Ave.,
Coshocton, OH 43812           Coshocton, OH
                              Auditors Value:
                              $22,350
                              220 North 6th Sreet,
                              Coshocton, OH
                              Value of security:
                              $339,640

Home Loan Savings Bank        T & M Rentals             $274,258
401 Main Street               432 South 4th
Coshocton, OH 43812           Street, Coshocton,
                              Ohio Auditor's
                              Value: $58,930
                              369 South 5th
                              Street, Coshocton,
                              Ohio Auditor's
                              Value: $47,990
                              Value of security:
                              $139,490

The Home Loan Savings Bank    T & M Rentals             $100,000
                              1038 Chestnut Street,
                              Coshocton, OH
                              Auditors Value:
                              $41,590
                              Value of security:
                              $75,000

The Home Loan Savings Bank    T & M Rentals              $96,000
                              407 N. 8th Street,
                              Coshocton, OH
                              Auditors Value:
                              $41,690
                              928 Orange Street,
                              Coshocton, OH
                              Auditors Value:
                              $44
                              Value of security:
                               $86,470

The Home Loan Savings Bank    T & M Rentals              $24,227
                              407 North 8th Street,
                              Coshocton, Ohio
                              Auditors Value:
                              $41,690
                              928 Orange Street,
                              Coshocton, OH
                              Auditors Value:
                              $44
                              Value of security:
                              $86,470

Jacobs Vanaman Agency, Inc.   Property Insurance          $6,027

Tuscarawas County Treasurer   Property tax                $2,155
                              Parcels 45-
                              02382.000, 45-
                              01332.000

Tuscarawas County Treasurer   Property Taxes              $1,959

TCM Bank, N.A.                Visa/Master Card              $905

City of Coshocton             Utilities and                 $577
                              account #:
                              D16-16335-01
                              & B04-04360-02

Newcomerstown Water &         Utilites, accts.              $474
Waste Treatment               701-020-00,
                              801-021-00,
                              001-021-10,
                              001-020-00,
                              001-021-20

AEP of Ohio                   Utility                       $365

J & J Refuse, Inc.            Trash pick up                 $106


TIMES SQUARE: Taps Keen Realty to Market Retail Space
-----------------------------------------------------
Times Square Enterprises, LLC has retained Keen Realty, LLC to
market its leasehold interest in 210 West 42nd Street.  Times
Square Enterprises owns and operates the Times Square Brewery
Restaurant.

Keen Realty is a real estate firm specializing in selling excess
assets and restructuring real estate and lease portfolios.  The
Firm's marketing efforts will culminate in an auction on Dec. 6,
2005, subject to U.S. Bankruptcy Court for the Southern District
of New York's approval.  The deadline for submitting bids is
Dec. 1, 2005.

Available for assignment is the leasehold interest in 12,000+/-
sq. ft. of tri-level retail space, including 6,000+/- sq. ft. of
first floor space, on New York City's world famous 42nd Street in
the heart of the Theatre District and Times Square.  "This
location is incomparable and provides retailers with an extremely
rare opportunity to secure a presence in the thriving Times Square
market.  This is an ideal flagship location for retailers," said
Mike Matlat, Keen Realty's Vice President. "We are encouraging
interested parties to contact us immediately for additional
information," Mr. Matlat added.  All furniture, fixtures, and
equipment, including restaurant and brewery equipment, are also
available.

Keen Realty, LLC is a consulting firm specializing in the
disposition of excess real estate assets for companies in
bankruptcy and/or restructuring situations.  Other current and
recent clients of Keen include Arthur Andersen, Parmalat, Fleming
Companies, Huffman Koos, Just for Feet, Pillowtex, Spiegel / Eddie
Bauer, and Warnaco.

Headquartered in New York, New York, Times Square Enterprises,
LLC, filed for chapter 11 protection on Aug. 15, 2005 (Bankr.
S.D.N.Y. Case No. 05-16502).  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky, LLP, represents the Debtor in its chapter 11
proceedings.  When the Debtor filed for protection from its
creditors, it estimated between $1 million to $10 million in
assets and debts.


TOM'S FOODS: Opts to Sell Assets in 363 Sale Rather Than Liquidate
------------------------------------------------------------------
Tom's Foods Inc. asks the U.S. Bankruptcy Court for the Middle
District of Georgia for permission to sell substantially all of
its assets to its DIP Lenders, subject to higher and better
offers, pursuant to Sec. 363 of the U.S. Bankruptcy Code.

The Debtor tells the Court that it needs to consummate a sale of
its business by Oct. 21, 2005, anticipating that it will run out
of cash by then.  The Debtor says it is in jeopardy of liquidation
due to soaring administrative costs in their bankruptcy
proceedings and continuing defaults under its DIP Loan Agreement.  

                        DIP Defaults

Pursuant to the term of the DIP Order, the Company is in default
under the DIP Loan Agreement because:

     (a) for the four-week period ending July 30, 2005, the
         Company's total operating deposits were 87% of budgeted
         amounts, which is 3% less than the amounts required under
         the Agreement;

     (b) the Company failed to make its required quarterly
         contribution to the Tom's Foods Pension Plans by the
         July 15, 2005, deadline;

     (c) the Company failed to deliver to the DIP Lenders and
         Agent the required EBITDA amounts by the time and in the
         manner set forth in the Agreement; and

     (d) the Company was three days late in filing its required
         First Monthly Financial Statements.

              Failed Reorganization Plan Talks

Attempts to finalize the terms of a consensual plan of
reorganization with the DIP Lenders, the Ad Hoc Noteholders
Committee, the Indenture Trustee and the Official Committee of
Unsecured Creditors have failed.  The Debtor believes that given
its forecasted liquidity problems, a plan of reorganization is not
feasible due to:

     (i) the lack of sufficient time to confirm a plan before the
         company runs out of money; and

    (ii) the need for at least $6.5 million in new financing,
         which the Debtor does not have, in order to fund a
         consensual plan.  

The Debtor does not believe that it can access additional
financing in an amount necessary to avoid the need for an asset
sale.  Thus, it is confident that a prompt sale of its assets
could result in the successful continuation of its business.

            DIP Lenders as Stalking Horse Bidder

Pursuant to the DIP Loan Agreement, the Debtor owed Fleet Capital
Corporation approximately $22 million, which is secured by first
priority liens on and security interests in substantially all of
the Debtor's assets.  

In addition, The Bank of New York -- as successor in interest to
IBJ Schroder Bank & Trust -- holds, on behalf of the noteholders,
a $70 million secured claim against the Debtor on account of the
10-1/2% senior secured notes due Nov. 1, 2004.  The notes are
secured by the Noteholder Liens and the Noteholder Adequate
Protection Liens.  The Debtor believes that the liens are properly
perfected and fully enforceable liens and security interests.

The DIP Lenders have agreed to act as a stalking horse bidder to
purchase the Debtor's assets free and clear of all liens, claims,
interests and encumbrances, pursuant to an Asset Purchase
Agreement.  Terms of the agreement include:

   -- a $15 million initial credit bid of the DIP Debt;  plus

   -- assumption of certain of the Debtor's liabilities and
      obligations;

   -- a waiver of some portion of the Stalking Horse's general
      unsecured claims upon the closing date; plus

   -- cash not less than $2.3 million which will be used as a fund
      to pay professional fees, U.S. Trustee fees, and other
      operating expenses subject to a $400,000 carve-out to pay
      accrued and unpaid expenses of the Debtor's counsel.  The
      Creditors Fund will be reduced by all payments made on or
      after Sept. 9, 2005.  To the extent cure costs exceed
      $2.2 million, the Creditor Fund will be reduced dollar for
      dollar.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TOWER AUTOMOTIVE: Court Okays Bowling Green Sale for $1.5 Mil.
--------------------------------------------------------------
As previously reported, Tower Automotive Products Company, Inc.,
asks Judge Gropper to approve its asset purchase agreement with
Gary Force and Tim Kannaly for the sale of real property and
related de minimis equipment in Bowling Green, Kentucky, free and
clear of liens, claims and encumbrances.

Under the Purchase Agreement, Tower Products will sell the
Bowling Green Facility to Messrs. Force and Kannaly for
$1,150,000 in cash.

A five-page copy of the Purchase Agreement is available for
free at http://bankrupt.com/misc/bowlingreenagreement.pdf  

                      Bowling Green Facility

The Bowling Green Facility is a 45,850-square foot manufacturing
and warehouse facility on 10 acres of land in an industrial park
in Bowling Green.  It was originally built by A.O. Smith
Corporation in 1990 to manufacture composite spring components
for Ford trucks.  The facility was closed in 1991 and reopened in
1996 to produce specialized components for Toyota and Honda.

Tower Products acquired the Bowling Green Facility in 1997, in
connection with its acquisition of A.O. Smith's automotive
products division.  From April of 1997 through June of 2005,
Tower Products continued to utilize the Facility for the
production of specialized components for Toyota and Honda.

In early 2005, in connection with the Debtors' overall
restructuring strategy to reduce fixed costs by reducing and
consolidating the number of operating locations, Tower Products
determined that the work being performed at the Bowling Green
Facility could be better accommodated in existing floor space at
Tower Products' other manufacturing plants.

As of June 30, 2005, Tower Products ceased all operations at the
Bowling Green Facility.  The estimated monthly cost associated
with holding the inactive Facility is $5,000.

                        Marketing Campaign

In anticipation of shutting down the Bowling Green Facility,
Tower Products hired Neal Turner Realty, a commercial real estate
firm, to assist in locating potential purchasers for the
Facility.

The initial asking price for the Facility was $1,495,000.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that Neal Turner has initiated a marketing campaign for
the Bowling Green Facility, which was conducted on all levels --
nationally, regionally, state-wide and locally.

Specifically, Neal Turner has taken these marketing initiatives:

   (a) The Bowling Green Facility was added to two commercial and
       industrial real estate listing services;

   (b) Aerial and internal photographs, building plans and
       recorded documentation were gathered and used to create a
       comprehensive piece to be distributed to potential buyers;

   (c) The Commonwealth of Kentucky's Economic Cabinet was
       contacted related to the availability of the Bowling Green
       Facility.  A representative of the cabinet toured the
       Facility in early June, and the Facility was then added to
       the available building inventory file, and the cabinet's
       Web site;

   (d) Local and regional chambers of commerce were notified
       regarding the availability of the Facility.  A complete
       marketing package was delivered and meetings were
       scheduled to discuss specifics on the Facility and
       potential prospective buyers with interest;

   (e) Over 300 marketing pieces were distributed to known
       investors, users and industrial real estate brokers
       throughout the Southeast;

   (f) Broadcast email was sent to members of the Society of
       Industrial and Office Realtors regarding the availability
       of the Facility; and

   (g) Two 4' x 8' double-sided real estate signs were used --
       one on the Facility itself, and the other one at the
       entrance to the industrial park where the Facility is
       located.  The entrance to the industrial park has an
       approximate 25,000 daily vehicle traffic count.

As a result of Neal Turner's extensive marketing campaign, three
prospective purchasers extended letters of intent to buy the
Property.  The $1,150,000 offer from Messrs. Force and Kannaly
represents the highest and best bid for the Bowling Green
Facility.

Upon closing, Tower Products will pay Neal Turner a one-time fee
equal to 7% of the Purchase Price in consideration of its
postpetition services in connection with the marketing of the
Bowling Green Facility.

Judge Gropper grants Tower Automotive Products's request.  
However, the sale of the real property and related de
minimis equipment in Bowling Green, Kentucky, will not and does
not include any equipment subject to a Master Lease Agreement,
dated October 20, 2000, between Tower Products and Varilease
Technology Group, Inc.

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 Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Relocating Ford Ranger Frame Assembly Plant
-------------------------------------------------------------
Tower Automotive (OTC BB: TWRAQ) will relocate production of Ford
Ranger frame assemblies from its Milwaukee, Wisconsin facility to
its facility in Bellevue, Ohio.  The Company said that the
operational consolidation is a part of its efforts to improve
operational efficiency and reduce costs.  The Company expects no
interruption in product shipment to Ford Motor Company due to the
consolidation.

"Securing Tower's future as a leading supplier to the automotive
industry is the primary objective of our restructuring," Bill
Pumphrey, Tower Automotive's President of North American
operations, said.  "This consolidation of operations is designed
to help Tower become a stronger, more cost-competitive company.  
We recognize that this action affects our colleagues, and we feel
deeply for those affected by this action.  However, it is a
necessary step toward Tower's successful emergence from
Chapter 11."

Tower expects that the consolidation of its Milwaukee operations
into the Bellevue facility will be complete by March 2006, at
which point production at the Milwaukee facility will cease.  This
action will affect approximately 300 colleagues at the Milwaukee
facility.  As required under the Workers Adjustment and Retraining
Notification Act, Tower notified employees in August of the
Company's intention to reduce the workforce.  Additionally, Tower
has been in contact with the unions that represent its Milwaukee
employees regarding this action.

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: Wants to Reject Milwaukee Facility Agreements
---------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates entered into a
series of agreements on September 25, 2001, relating to the lease
of equipment comprising two assembly lines utilized in the
manufacture of Dodge Ram truck frames at the Debtors'
manufacturing facility in Milwaukee, Wisconsin.

The Equipment is owned by Wells Fargo Bank Northwest, National  
Association, in its capacity as owner trustee pursuant to two  
trusts created on behalf of General Foods Credit Investors No. 2  
Corporation, a wholly owned subsidiary of Philip Morris Capital  
Corporation, and General Electric Capital Corporation.  Each of  
the Trusts owns a 50% undivided ownership interest in the  
Equipment.

The Milwaukee Facility Agreements include, but are not limited
to:

   (1) an Equipment Lease Agreement, dated September 25, 2001,
       between GFCI, as owner participant; Wells Fargo, as
       lessor; and Tower Automotive Products Company, Inc., as
       lessee;

   (2) an Equipment Lease Agreement, dated September 25, 2001,
       between GECC, as owner participant, Wells Fargo, as
       lessor, and Tower Automotive Products, as lessee;

   (3) a Building Lease Agreement, dated September 25, 2001,
       between Tower Automotive Products, as lessor, and Wells
       Fargo, as lessee, providing for the lease of an undivided
       50% leasehold interest in Building #36 and underlying
       land;

   (4) a Building Sublease Agreement, dated September 25, 2001,
       between Wells Fargo, as sublessor, and Tower Automotive
       Products, as sublessee, providing for the sublease of the
       same undivided 50% leasehold interest in Building #36 and
       underlying land that is the subject of the GFCI Building
       Lease;

   (5) a Building Lease Agreement, dated September 25, 2001,
       between Tower Automotive Products, as lessor, and Wells
       Fargo, as lessee, providing for the lease of an undivided
       50% leasehold interest in Building #36 and underlying
       land; and

   (6) a Building Sublease Agreement, dated September 25, 2001,
       between Wells Fargo, as sublessor, and Tower Automotive
       Products, as sublessee, providing for the sublease of the
       same undivided 50% leasehold interest in Building #36 and
       underlying land that is the subject of the GECC Building
       Lease.

In a Transition Agreement approved by U.S. Bankruptcy Court for
the Southern District of New York, the parties agree to reject the
Milwaukee Facility Agreements effective as of July 15, 2005.

Judge Gropper sets November 15, 2005, as the deadline by which  
GFCI, GECC, and Wells Fargo must file proofs of claim relating to  
the rejection of the Milwaukee Facility Agreements, without  
prejudice to their right to amend their claims.

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 Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRI-STATE STRUCTURAL: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Tri-State Structural and Miscellaneous, Inc.
        f/d/b/a Tri-State Machinery, Inc.
        f/d/b/a Tri-State Machine Co., Inc.
        4040 Columbia Highway
        Dothan, Alabama 36303

Bankruptcy Case No.: 05-12242

Chapter 11 Petition Date: October 5, 2005

Court: Middle District of Alabama (Dothan)

Debtor's Counsel: Cameron A. Metcalf, Esq.
                  Espy & Metcalf
                  P.O. Drawer 6504
                  Dothan, Alabama 36302
                  Tel: (334) 793-6288

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                                $142,360
Attn: Bkr Mail Clerk
801 Tom Martin Drive,
Suite 126
Birmingham, AL 35211

Sabel Steel                   On Account                 $47,206
P.O. Box 4747
Montgomery, AL 36103-4747

Qualico Steel                                            $45,906
P.O. Box 149
Webb, AL 36376

Chatham Steel Corp.           On Account                 $45,437

Airgas South, Inc.            On Account                 $32,042

Alabama Dept. of Revenue                                 $31,577

Southern Steel Products       On Account                 $28,896

O'Neal Steel Inc.             On Account                 $18,950

Citi Platinum Select          Credit card                $16,119

Valley Joist                  On Account                 $11,390

Alabama Department of         SUTA                        $9,457
Industrial Relations

Amerisafe Inc.                On Account                  $8,824

American Interstate           On Account                  $8,824
Insurance Co. - 24759

Service Machine Co.           On Account                  $7,461

Citi Divedend Card            Credit card                 $6,914

Headland Structural           On Account                  $3,300
Detailing

Bobby Dean Tax Service        On Account                  $2,260

Sam's Club                    Credit card                 $2,217

Thompson Tractor Co.          On Account                  $1,926

LDI Dunwoody                  On Account                  $1,256


TRM CORPORATION: Gets $40.4 Million from Private Equity Placement
-----------------------------------------------------------------
TRM Corporation (NASDAQ: TRMM) has privately placed 2,778,375
shares of its common stock at $14.54 per share to both new and
existing shareholders.  Banc of America Securities LLC acted as
placement agent in the transaction.  The transaction generated
gross proceeds of $40.4 million, which TRM will use to pay
expenses related to the offering, fund acquisitions and reduce
debt.

TRM Corp. continues to experience multinational expansion in
its ATM operation and remains among the largest independent ATM
networks in the United Kingdom.  Currently employing over 400
people throughout the United States, Canada, and the United
Kingdom, TRM manages over 30,000 locations in deployment,
processing, and maintenance for both ATM and Photocopy services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2005,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on Portland, Oregon-based TRM Corporation
on CreditWatch with negative implications following the company's
announcement that it intends to acquire the automated teller
machines business of Travelex UK Ltd. for about $78 million.

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
$150 million senior secured bank credit facilities of TRM
Corporation.  The ratings outlook is stable.

These ratings are assigned:

   * B2 Senior Secured Bank Credit Facility Rating
   * B2 Senior Implied Rating
   * Caa1 Issuer Rating
   * SGL-2 speculative grade liquidity rating


UAL CORP: Secures $3 Billion All-Debt Exit Financing
----------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, disclosed that
JPMorgan and Citigroup will be joint lead arrangers for a
$3 billion all-debt exit financing package with very competitive
terms.  This marks a significant step forward to United's
anticipated exit from bankruptcy in February 2006.

"United's restructuring positions the company to compete
successfully with the strongest airlines and to confront ongoing
industry volatility," said Glenn Tilton, United's chairman, CEO
and president.  "With the past three years as a proving ground and
with these global institutions as our partners, we now look
forward to moving beyond our restructuring and focusing all of
United's energy and resources on our customers, our investors and
our employees."

                       Exit Financing

The commitment letter signed by United earlier yesterday is for
$3 billion of debt financing with a term of six years.  The loan's
interest rate is LIBOR (London Interbank Offered Rate) plus 450
basis points and has minimal amortization. JPMorgan and Citigroup
will syndicate the loan to a consortium of financial institutions.

"We have supported United throughout the many complexities of its
rigorous and thorough restructuring," said James B. Lee, vice
chairman of JPMorgan Chase.  "United has highly attractive assets
and a tested, successful management team.  The company has proven
its ability to navigate through difficult and volatile
circumstances while continuing to improve its operations and
financial performance."

"United has made significant progress and has dramatically
improved every aspect of its business," said Chad Leat, head of
global credit markets for Citigroup corporate and investment
banking.  "We are extremely pleased to be joint lead for the
company's financing and look forward to continuing to work with
them."

United previously disclosed that the company received proposals
from four leading financial institutions for all-debt exit
financing.  Exit financing will be used by United to:

   -- repay its debtor-in-possession facility;

   -- make other payments required upon exit from bankruptcy; and

   -- ensure strong cash balances to conduct post-reorganization
      operations.

"We are very pleased to have arranged financing on attractive
terms from two outstanding global financial institutions," said
Jake Brace, executive vice president and chief financial officer.  
"United is a far different company coming out of bankruptcy than
it was going in.  Our demonstrated ability to restructure resulted
in four major banks competing vigorously to provide exit
financing, and today's agreement reflects the market's confidence
in United.  We also thank the Creditors' Committee for their
active participation and support in the evaluation and selection
process."

United's commitment letter will be submitted to the U.S.
Bankruptcy Court for approval on Oct. 7 for consideration at the
Oct. 21 Omnibus Hearing.  Additional terms will also be included
in the amended Plan of Reorganization expected to be filed with
the Bankruptcy Court in the future.

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.


US CAN: Amends 2004 and Q1 & Q2 2005 Financial Statements
---------------------------------------------------------
U.S. Can Corporation amended its financial statements for:

   * the year ending December 31, 2004,
   * the quarter ending April 3, 2005, and
   * the quarter ending July 3, 2005,

and delivered appropriate Forms 10-K/A and 10-Q/A to the
Securities and Exchange Commission on October 4, 2005.

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the Audit Committee of the Company's Board of Directors agreed
with management's recommendation to restate the Company's
financial statements for the effects of changing the Company's
inventory policy from LIFO to FIFO.  

The Securities and Exchange Commission's staff sent a comment
letter to the Company requesting information relating to the
Company's accounting change from LIFO to FIFO and the application
of APB Opinion No. 20.

Full-text copies of the amended regulatory filings are available
at no charge at:

   Period                     URL
   ------                     ---
   Year ending Dec. 31, 2004  http://ResearchArchives.com/t/s?226
   Qtr. ending Apr. 3, 2005   http://ResearchArchives.com/t/s?227
   Qtr. ending July 3, 2005   http://ResearchArchives.com/t/s?228

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

As of July 3, 2005, U.S. Can's balance sheet showed a $413,743,000
equity deficit, compared to a $398,429,000 deficit at Dec. 31,
2004.


VIKING INSURANCE: Moody's Withdraws Ba3 Financial Strength Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew the Ba3 insurance financial
strength ratings of two Royal & SunAlliance USA operating
subsidiaries -- Viking Insurance Company of Wisconsin and The Sea
Insurance Company of America -- subsequent to their removal from
the Royal & SunAlliance USA intercompany pool.  Moody's has
withdrawn the ratings due to the reorganization of the companies.

Royal & Sun Alliance Insurance Group PLC has announced the sale,
pending regulatory approval, of its specialty US non-standard auto
business (including Viking Wisconsin) to Sentry Insurance a Mutual
Company.  The liabilities of Sea Insurance Company have been
assumed by the members of the Royal & SunAlliance USA intercompany
pool.

These ratings have been withdrawn:

Viking Insurance Company of Wisconsin:

   -- insurance financial strength at Ba3

The Sea Insurance Company of America:

   -- insurance financial strength at Ba3


WINDSWEPT ENVIRONMENTAL: Reports $1.3MM Equity Deficit at June 28
-----------------------------------------------------------------
Windswept Environmental Group, Inc., delivered its annual report
on Form 10-K for the year ending June 28, 2005, to the Securities
and Exchange Commission on October 3, 2005.  

The Company reported $82,441 of net income on $20,200,410 of net
revenues for the year ending June 28, 2005.  At June 30, 2005, the
Company's balance sheet shows $9,972,484 in total assets and a
$1,310,050 stockholders deficit.  

On June 30, 2005, the Company completed a financing transaction,
in which it sold to Laurus Master Fund, Ltd., a secured
convertible term note in the principal amount of $5 million.

As of September 9, 2005, the Company owed Laurus $6 million
pursuant to a restated convertible senior secured note.  Laurus
holds a senior security interest in the Company's and its
subsidiaries assets collateralizing the note. In addition,
Spotless holds a subordinated security interest collateralizing
our $500,000 note issued to Spotless Plastics (USA), Inc.  The
existence of these security interests may impair the Company's
ability to raise additional debt capital.

                          Going Concern

Massella & Associates, CPA, PLLC, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's

   * recurring losses from operations,
   * working capital deficit,
   * stockholders' deficit,
   * difficulty in generating sufficient cash flow to meet its
     obligations and sustain its operations.


Massella & Associates replaced Deloitte & Touche LLP as the
Company's auditors after the Company's audit committee approved
the dismissal of Deloitte on June 30, 2005.

Deloitte & Touche's report for the fiscal year ended June 29,
2004, included a reference to a substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?22b

Windswept Environmental Group, Inc. --
http://www.tradewindsenvironmental.com/-- through its wholly   
owned subsidiary, Trade-Winds Environmental Restoration, Inc.,
provides a full array of emergency response, remediation, disaster
restoration and commercial drying services to a broad range of
clients.


WORLDCOM INC: Inks $315 Mil. Tax Settlement Pact with 16 States
---------------------------------------------------------------
The tax commissions or taxing authorities of 16 states filed
certain claims arising out of or relating to WorldCom, Inc. and
its debtor-affiliates' royalty program:

   (1) Alabama,
   (2) Arkansas,
   (3) Connecticut,
   (4) Florida,
   (5) Georgia,
   (6) Iowa,
   (7) Kentucky,
   (8) Maryland,
   (9) Massachusetts,
  (10) Michigan,
  (11) Missouri,
  (12) New Jersey,
  (13) Ohio,
  (14) Pennsylvania,
  (15) Wisconsin, and
  (16) the District of Columbia.

The State Claims were originally filed for approximately $590
million in taxes, penalties and interest.

A 71-page list of the State Claims is available for free at:

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

To resolve their dispute related to the claims and other issues,
the Debtors and the 16 States entered into a settlement agreement.

The salient terms of the Agreement are:

   (a) Any and all Royalty Claims will be deemed satisfied in
       full, released, withdrawn, and expunged by the States as
       against the Debtors;

   (b) In full and complete satisfaction of all tax, interest and
       penalties related to the Royalty Program, the Debtors will
       pay the States $315,000,000;

   (c) The Surviving Claims will be resolved by taking into
       account, without challenge, the Consolidated Restatements
       and reversal of the Royalties;

   (d) The Debtors will not file and will not be required to file
       any refund claim or amended return with any of the States
       with respect to state income, franchise, gross receipts or
       similar taxes for tax years ending on or before
       December 31, 2002;

   (e) Any change in the Debtors' federal taxable income for Tax
       Years ending on or before December 31, 2002, through audit
       or final determination with the Internal Revenue Service,
       will not affect the settlement; and

   (f) The States will not use the Royalty Program nor any
       Royalties paid or accrued as a basis to assert nexus or
       any other claim based on minimum contacts against the
       Debtors or for any other purpose.

A full-text copy of Claims Settlement Agreement with the 16 States
is available for free at http://ResearchArchives.com/t/s?230

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve their Settlement
Agreement with the 16 States.

Jerome L. Epstein, Esq., at Jenner & Block, LLP, in Washington,
D.C., asserts that the Agreement settles the States' claims for
less than the total amount claimed or demanded, preserving the
Debtors' cash.  "By resolving disputed claims issues without
litigation, the Agreement reduces transaction costs and expedites
resolution of one of the most significant groups of claims
remaining in the claims resolution process."

                      Michigan's Statement

Attorney General Mike Cox reported a $15 million settlement that
Michigan, 14 other states, and the District of Columbia have
entered into with MCI-WorldCom as payment of back taxes owed by
the company to the Michigan Department of Treasury.

"Today's settlement will bring much-needed millions for Michigan
without requiring the State to litigate numerous tax claims
arising out of MCIWorldCom's 2002 Chapter 11 bankruptcy," said Mr.
Cox.

The settlement with the bankruptcy debtors of MCI-WorldCom
concludes more than a year of negotiations between the parties.  
The agreement relates to taxes owed to the states from MCI-
WorldCom, including taxes owed because of potential accounting
errors and resulting bankruptcy claims arising from the company's
Royalty Program.  The states' position is that the accounting
methods employed by the company's accountants, KPMG, allowed MCI-
WorldCom to take deductions or add-backs from 1999 - 2001 not
allowed under the states' tax laws.

Under the terms of the agreement, MCI-WorldCom will pay the
participating states a lump sum of $315 million related to the
Royalty Program by the end of October 2005, of which Michigan will
receive approximately $10.2 million.  In addition, Michigan will
receive an additional $4.9 million by the end of October
2005 as a result of Department of Treasury audits for tax years
before MCI's Royalty Program, bringing its total to $15,098,065.
The settlement does not include an admission of wrongdoing from
MCI-WorldCom.

Michigan joined Alabama, Arkansas, Connecticut, the District of
Columbia, Florida, Georgia, Iowa, Kentucky, Maryland,
Massachusetts, Missouri, New Jersey, Ohio, Pennsylvania, and
Wisconsin in the settlement, which was filed by MCI-WorldCom
Tuesday in the United States Bankruptcy Court for the Southern
District of New York.  It is expected to be approved by the Court
at an October 11 hearing and payment will be made shortly
thereafter.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XTEN NETWORKS: Posts $309,804 Net Loss in Quarter Ended July 31
---------------------------------------------------------------
Xten Networks, Inc., nka CounterPath Solutions, Inc., delivered
its financial results for the quarter ended July 31, 2005, to the
Securities and Exchange Commission on Sept. 14, 205.

In its Form 10-QSB for the three months ended July 31, 2005, the
Company reports a $309,804 net loss compared to a $201,091 net
loss for the same period in 2004.  The Company's balance sheet
showed $1,885,487 of assets at July 31, 2005, and liabilities
totaling $758,524.

                      Going Concern Doubt

As of July 31, 2005, the Company had not yet achieved profitable
operations and has generated an accumulated deficit of $1,387,393
since its incorporation in April 2003.  The Company has had
negative cash flows since inception and currently has no
arrangements for further financing.  Management says the Company's
continuing losses and negative cash flows raise substantial doubt
about its ability to continue as a going concern.

Amisano Hanson Chartered Accountants, of Vancouver, Canada,
expressed substantial doubt about Xten's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal years ended April 30, 2005 and 2004.  The auditing
firm points to the Company's dependence on its ability to raise
capital from stockholders or other sources to sustain operations
or generate profitable operations.

Headquartered in Vancouver, B.C., Xten Networks, nka CounterPath
Solutions, Inc. -- http://www.xten.com/-- provides Voice over  
Internet Protocol software and related consulting services to
customers in North America, South America, Europe, Asia and other
areas of the world.  The Company designs, develops and markets
software, based upon session initiation protocol, which is used to
make or receive phone calls from a computer running the Windows
2000, Windows XP, Mac OS X or Linux operating systems, or a
personal digital assistant running the Windows Mobile Pocket PC
operating system.  The Company changed its name to CounterPath
Solutions, Inc., on Sept. 16, 2005 following a merger to its
subsidiary, Ineen Inc.  The Company's common stock will be quoted
on the NASD Over-the-Counter Bulletin Board under the new symbol
"CTPS" effective at the opening of the market on September 16,
2005.


* U.S. Trustee's Office Issues Guidelines for Gulf Coast Debtors
----------------------------------------------------------------
The United States Trustee Program issued bankruptcy enforcement
guidelines that take into account the hardships experienced by
victims of recent hurricanes in the Gulf Coast region.

The Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 (BAPCPA), which takes effect on Oct. 17, 2005, contains
various new requirements for parties to a bankruptcy proceeding.
The Program announced it is taking the following steps to address
the impact of current law and the BAPCPA upon victims of natural
disaster.

                      Document Requirements

Under current law and the BAPCPA, debtors provide documents such
as payment advices and statements of income.  U.S. Trustees will
not file enforcement motions against debtors who cannot produce
documents due to natural disasters, if they are otherwise eligible
for bankruptcy relief.

                           Means Test

Under the BAPCPA, individual debtors undergo a "means test" to
determine whether they are eligible for Chapter 7 relief or
whether Chapter 7 relief is presumed abusive.  Generally speaking,
the BAPCPA permits a debtor to rebut that presumption of abuse by
showing "special circumstances."  In determining whether to file
an enforcement motion on grounds of presumed abuse, the Program
will consider income loss, expense increase, and other adverse
effects of a natural disaster to constitute "special
circumstances."

                Attendance at Creditors' Meetings

U.S. Trustees will exercise flexibility and provide alternative
means for a debtor to attend the mandatory meeting of creditors
if, due to the adverse effects of a natural disaster, the debtor
cannot appear personally and testify under oath in the district
where the case is filed.

                              Venue

U.S. Trustees will not raise or support venue objections in cases
in which the debtor was displaced due to a natural disaster,
unless the filing constitutes a systemic abuse or presents
extraordinary circumstances.

             Small Business Chapter 11 Bankruptcies

U.S. Trustees will not take enforcement actions against Chapter 11
small business debtors who, as a result of a natural disaster,
cannot reasonably be expected to perform statutory duties such as
attending an initial debtor interview and filing financial
reports.  U.S. Trustees will not seek conversion or dismissal of a
small business Chapter 11 case if the grounds for filing the case
are attributable to a natural disaster and there are reasonable
prospects for reorganization.  U.S. Trustees will not oppose
reasonable and necessary extensions of time to file a disclosure
statement and confirm a reorganization plan, if a small business
debtor cannot comply with the deadlines because of a natural
disaster.

The BAPCPA requires individual debtors to undergo credit
counseling before filing for bankruptcy. The BAPCPA authorizes
U.S. Trustees to approve credit counseling agencies according to
criteria set forth in the law. On October 4, 2005, the Program
announced a temporary waiver of the statutory requirements for
credit counseling for bankruptcy filers in Louisiana and the
Southern District of Mississippi due to the effects of Hurricane
Katrina.

The U.S. Trustee Program is the component of the Justice
Department that promotes integrity and efficiency in the nation's
bankruptcy system by enforcing bankruptcy laws, providing
oversight of private trustees, and maintaining operational
excellence.  The Program has 21 regions and 95 field offices.
Under federal law, the Program is not responsible for overseeing
bankruptcy cases filed in Alabama or North Carolina.


* BOOK REVIEW: All Organizations Are Public: Comparing Public and          
               Private Organizations
-----------------------------------------------------------------
Author:     Barry Bozeman
Publisher:  Beard Books
Paperback:  204 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982331/internetbankrupt

Bozeman breaks down the simple, widely-accepted categorization of
organizations into either public or private, with the former being
government organizations and everything else, private.  This view
of the innumerable and widely varied organizations in all parts of
the United States has held up since at least the latter 1800s even
though it is demonstrably inapplicable.  It's plain that not all
government organizations are public; the CIA and FBI are but two
that can hardly be labeled this.  And not all other organizations
lumped into the category of private can be said to be this since
they operate in one way or another in the public domain and are
subject in varying ways to varying degrees to the public's
representative, namely the government.

Even in recent decades as government has grown ever larger and
more involved in all areas of the society and corporations have
become more expansive and changeable with globalization, the
simplistic, inaccurate division of public and private continues to
hold up.  The "sector blurring" Bozeman was seeing when he first
wrote this work in the 1980s has increased and accelerated, making
All Organizations Are Public a more relevant and useful guide to
understanding the topology and workings of today's organizations
that it was when it was first published.  The outsourcing of
certain tasks traditionally done by American servicemen and women
to civilian employees of a business organization is one current
example of operations and an organization which cannot fall neatly
into the public-private categorization.  The more complex
relationship at times virtually a cooperation between government
and corporations in the globalization of business is another
current example of the "sector blurring" prompting Bozeman to take
the measure of what was very noticeably happening with modern-day
organizations.  He not only reports what has been going on, but
also develops concepts and devises principles of use for corporate
strategists and managers as well as business school teachers,
entrepreneurs considering starting or expanding a business, and
government officials.

Bozeman's view of modern organizations rests not on the common and
changeable references of popular opinion, the marketplace of
ideas, or the phenomena of consumerism, but on the central social
reality of "political authority."  In doing away with the
conventional, yet misleading categories of public and private,
Bozeman does not leave the reader with a vague, cosmic-like view
of the field of organizations.  The two categories are replaced
with an interrelated set of axioms and corollaries bringing a
logic and order to the vast and diverse world of organizations.
The first axiom is, "Publicness is not a discrete quality but a
multidimensional property.  An organization is public to the
extent that it exerts or is constrained by political authority."
The first corollary to this is, "An organization is private to the
extent that it exerts or is constrained by economic activity."
Bozeman recognizes that government (i.e., "public") and
organizations formed or owned by regular citizens (i.e.,
"private") do have differences.  They come into being from
different motives and different purposes, and they are related to
the public in different ways and operate differently.  
Nonetheless, the structure and operations of all organizations are
affected, and in some cases determined, by the overriding
political authority. In Bozeman's conception, "publicness refers
to the degree to which the organization is affected by political
authority."  Some are tightly controlled by this political
authority, while others are barely touched by it.  But no
organization is entirely free of such authority.  With his axioms
and corollaries, Bozeman gives principles and characteristics for
apprehending the nature of particular organizations.

Today's research and development (R&D) organizations are a kind of
organization that the conventional public-private categorization
cannot begin to make sense of.  "Research and development
organizations provide a fertile ground for analysis of dimensions
of publicness."  As hybrids involving aspects of universities,
government, and industry, R&D organizations are playing important
economic and social roles in such areas as health, the
environment, demographics, and welfare.  Many are located at
universities and run by faculty members.  Many corporations have
R&D divisions.

The value and relevance of Bozeman's key factor of political
authority is seen especially with respect to R&D organizations.
Current government policies on stem cell research demonstrate how
Bozeman's central factor of "political authority" is applied to
understand any particular organization engaged in such research.
It's a matter of where an organization falls in the spectrum of
degrees of being affected by political authority, not the
uninformative, sterile decision as to whether an organization
should be labeled public or private.

Bozeman's view of organizations takes into account the  reality
that the term "private" has little meaning with respect to
organizations.  All organizations, like all citizens, are subject
to the political authority somehow, notably the laws and
regulations.  But Bozeman is not interested simply in arguing for
a new theory of organizations.  His "multidimensional view of
publicness" in tune with the complexity, diversity, and changes
among today's organizations can help readers more effectively
steer and develop their own organization and work with other
organizations.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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