TCR_Public/051010.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, October 10, 2005, Vol. 9, No. 240    

                          Headlines

ACC PROPERTIES: Voluntary Chapter 11 Case Summary
AFFINION GROUP: S&P Puts B+ Rating on Proposed $985 Million Loan
ALL COUNTY: U.S. Trustee Wants Court to Dismiss Chapter 11 Case
ALLEGHENY TECHNOLOGIES: Good Performance Cues S&P to Lift Ratings
ALLIED HOLDINGS: Teamsters Fight Executives' Hefty Bonuses

ALOHA AIRGROUP: Court Sets Nov. 1 Administrative Claims Bar Date
ALOHA AIRGROUP: Brings In Marsh USA as Insurance Advisor
ALPHA NATURAL: Acquiring Nicewonder Coal Reserves for $316 Million
ALPHA NATURAL: Moody's Rates Proposed $500 Million Debts at B2
ALPHA NATURAL: S&P Rates Proposed $500 Million Bank Loan at BB-

AMERICAN COMMERCIAL: Prices IPO at $21 Per Share
AMERICAN MOULDING: Case Summary & 20 Largest Unsecured Creditors
AMN HEALTHCARE: S&P Rates Proposed $280 Million Sr. Loan at BB-
ANACONDA OPPORTUNITY: Case Summary & 3 Largest Unsec. Creditors
ANDROSCOGGIN ENERGY: CNC to Acquire Reorg. Debtor Through Plan

AQUILA INC: S&P Rates $300 Million Secured Credit Facility at B
ARGENT SECURITIES: Fitch Rates $13.7 Mil. Class M Certs. at BB+
ASARCO LLC: Wants Until Nov. 9 to File Schedules
ASARCO LLC: Five Parties Object to First Priority Blanket Liens
ASARCO LLC: Final Cash Collateral Hearing Set for Thurs., Oct. 13

ATA AIRLINES: Unable to Agree On Asset Sale Pact with Waveland
BALLY TOTAL: Annual Stockholders Meeting Slated for Jan. 26
BETHLEHEM STEEL: Ct. OKs American Home's Move to Modify Injunction
BIGFOOT AIR: Case Summary & 12 Largest Unsecured Creditors
CANWEST GLOBAL: MediaWorks Prices Cash Tender Offers

CENTENNIAL COMMS: Aug. 31 Balance Sheet Upside-Down by $465.3 Mil.
DELPHI CORP: Wants 63% Employee Pay Cuts & Boosts Executives' Pay
DELPHI CORP: S&P Junks Rating on Rumors of Imminent Bankruptcy
DELPHI CORP: Files for Chapter 11 Protection in Manhattan
DELPHI CORP: Voluntary Chapter 11 Case Summary

DELPHI CORP: Consolidated List of 50-Largest Unsecured Creditors
DELPHI CORP: GM Expects No Immediate Impact on Delphi's Chapter 11
DIGITAL VIDEO: Posts $2.6 Mil. Net Loss for Quarter Ended June 30
DOW JONES: Fitch Holds Low-B Ratings on Three Bond Funds
EAGLE FAMILY: S&P Holds Junk Ratings on Subordinated Debt

EGAIN COMMS: Posts $842,000 Net Loss in Fiscal 2005
ENDURANCE SPECIALTY: Selling $200 Mil. Series A Preferred Shares
ENESCO GROUP: Reduces Corporate Overhead Costs in U.S. & U.K.
ENRON CORP: Inks Pact Allowing Goldman Sachs' Claim for $7 Million
ENRON CORP: Product Transport Holds $3-Mil Allowed Unsecured Claim

ENTERGY NEW ORLEANS: Fitch Affirms CCC, CC & D Ratings
ENTERPRISE PRODUCTS: Amended Facility Increases Loan to $1.4 Bil.
EPIXTAR CORP: Voluntary Chapter 11 Case Summary
EXIDE TECH: Murray Capital Alleges Securities Fraud in Lawsuit
FACTORY 2-U: Taps RBJ Group as Commercial Lease Auditor

FLUORTEK INC: Case Summary & 42 Largest Unsecured Creditors
GENERAL MOTORS: Expects No Immediate Impact on Delphi's Chapter 11
GLOBAL CASH: Moody's Reviews Sr. Subordinated Notes' Junk Rating
GRAY TELEVISION: Moody's Rates $600 Million Facilities at Ba2
HUDSON VALLEY: Wants to Assume Receiver Pact & Deny 2 Pilot Pacts

HUFFY CORP: Court Approves Settlement Agreement with PBGC
INTERMET CORP: Court Approves $265 Million Exit Facility
INTERSTATE BAKERIES: Taps Jefferson Wells' Employment Services
INTERSTATE BAKERIES: Wants to Walk Away From 36 Real Estate Leases
INTERSTATE BAKERIES: Wants Until Nov. 18 to Challenge Claims

JO-ANN STORES: S&P Puts BB- Rating on CreditWatch Negative
JP MORGAN: S&P Lifts Class J Rating to BB+ From BB
KAISER ALUMINUM: Wants Exclusive Periods Extended Until Jan. 31
KEY ENERGY: Will Redeem 8.375% Senior Notes on Nov. 8
KEY ENERGY: Repays 6.375% Notes From Backup Financing Facility

KEY ENERGY: Debt Repayment Cues S&P to Hold Rating on CreditWatch
KLAMATH COGENERATION: Fitch Places Rating on Watch Negative
KMART CORP: Bankr. Court Won't Allow Lopez to File Late PI Claim
KRISPY KREME: Southern California Franchisee Serves Lawsuit
LION GABLES: S&P Rates $1.9 Billion Sr. Secured Term Loan at BB+

LLS GROUND: Voluntary Chapter 11 Case Summary
LOCKWOOD AUTO: Case Summary & 20 Largest Unsecured Creditors
LUCILLE FARMS: Nasdaq Halts Common Stock Trading
M&S TRANSPORTATION: Taps Davidson Law Firm as Bankruptcy Counsel
M&S TRANSPORTATION: Section 341(a) Meeting Slated for October 27

MARLINS TILES: Voluntary Chapter 11 Case Summary
MCI INC: Shareholders Vote 88.2% in Favor of Verizon Merger
MCI INC: European Commission Approves Verizon-MCI Merger
MERCURY INTERACTIVE: Soliciting Waivers of Reporting Defaults
MESABA AVIATION: May File for Bankruptcy After Scheduling Changes

MRY CORP: Case Summary & 8 Largest Unsecured Creditors
MURRAY INC: Judge Harrison Confirms Modified Plan of Liquidation
NEIMAN MARCUS: Completes $5.1B Merger with Texas Pacific & Warburg
NEIMAN MARCUS: Calls for Redemption All Outstanding 6.65% Notes
NORTHWEST AIRLINES: Bankruptcy Court Implements Automatic Stay

NORTHWEST AIRLINES: Wants to Reject & Abandon Excess Aircraft
NORTHWEST AIRLINES: Tennenbaum Lenders Want Adequate Protection
NORTHWESTERN CORP: Court Okays PPL Montana Claims Settlement Pact
OFFICEMAX INC: Moody's Reviews Ba1 Corporate Family Rating
PACIFIC BIOMETRICS: Williams & Webster Raises Going Concern Doubt

PECATONICA PROPERTIES: Case Summary & 20 Unsecured Creditors
PIONEER NATURAL: Common Stock Buyback Plans Cue S&P to Cut Rating
POSEIDON POOL: Case Summary & 21 Largest Unsecured Creditors
ROBOTIC VISION: Court Okays $23 Million 363 Sale to Siemens Energy
SAINT VINCENTS: Taps Weil Gotshal as Bankruptcy Counsel

SAINT VINCENTS: Seeks Extension for Rule 9027 Removal Period
SAINT VINCENTS: Mallinckrodt Seeks Payment for 28 Ventilators
SOUNDVIEW HOME: Fitch Puts Low-B Ratings on Three Cert. Classes
SOUNDVIEW HOME: Fitch Keeps Rating on Class B Certs. at Junk Level
STONE ENERGY: Moody's Lowers $400 Million Debt Ratings to B3

SUNSTATE EQUIPMENT: Moody's Affirms Sr. Sec. Notes' B3 Rating
TCO FUNDING: Moody's Rates $172 Million Debt Securities at B2
TERAFORCE TECHNOLOGY: Wants to Reject Real Property Lease
TOWER AUTOMOTIVE: Wants to Buy Herman Miller Facility For $10 Mil.
TRIMEDIA ENT: Metropolitan Subsidiary Defaults on Bank Loan

TRUST ADVISORS: Section 341(a) Meeting Slated for Nov. 7
TRUST ADVISORS: Court Sets February 2 as Claims Bar Date
UNIVERSAL AUTOMOTIVE: Judge Stern Confirms Plan of Liquidation
VALENTINE PAPER: Taps Gulf Benefit as Pension Plan Consultant
VARIG S.A.: Foreign Reps. Present Restructuring Plan in US Court

VARIG S.A.: Brazilian Investor Offers $360MM Recovery Package
WASTE SERVICES: Moody's Upgrades $160 Million Sub. Notes to Caa2
WORLDCOM INC: Wants N. Carolina Claims Settlement Pact Approved

* BOND PRICING: For the week of Oct. 3 - Oct. 7, 2005

                          *********

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

Bankruptcy Case No.: 05-44196

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Century-TCI Distribution Company, LLC      05-44197
      Parnassos Distribution Company I, LLC      05-44198
      Parnassos Distribution II, LLC             05-44200

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 that their cases be jointly
                  administered with their ultimate parent's case.

Chapter 11 Petition Date: October 6, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's 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    Estimated Debts
                           ----------------    ---------------
ACC Properties             $10 Million to      Less than $50,000
Holdings, LLC              $50 Million

Century-TCI Distribution   Less than $50,000   Less than $50,000
Company, LLC

Parnassos Distribution     Less than $50,000   Less than $50,000
Company I, LLC

Parnassos Distribution     Less than $50,000   Less than $50,000
II, LLC

The Debtors did not file a list of their 20 largest unsecured
creditors.


AFFINION GROUP: S&P Puts B+ Rating on Proposed $985 Million Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned to Affinion Group Inc.
its 'B+' bank loan rating and a recovery rating of '3' to the
company's proposed $985 million credit facilities, indicating an
expectation of meaningful (50%-80%) recovery of principal in the
event of a payment default.  

The credit facilities consist of a $125 million revolving credit
facility due 2011 and a $860 million term loan B due 2012.  At the
same time, Standard & Poor's assigned its 'B-' rating to
Affinion's proposed $266.4 million senior unsecured notes due
2013.  The 'B+' corporate credit rating was affirmed.  The outlook
is stable.

Proceeds from the transaction will be used to finance Apollo
Management LP's acquisition of Affinion (formerly Cendant
Marketing Group) from Cendant Corp. Pro forma for the transaction,
total debt outstanding as of June 30, 2005, was $1.63 billion,
including a $384 million senior subordinated bridge loan and $125
million in preferred stock.

"Our ratings on Affinion reflect some affinity partner
concentration concerns, the competitive pressures in the
membership marketing business, and high financial risk," said
Standard & Poor's credit analyst Andy Liu.  "These factors are
only partially offset by the company's leading market share in
membership marketing, recurring revenue streams from renewals, and
good discretionary cash flow generation."

Affinion designs and offers membership, insurance, and credit card
enhancement services to consumers.  The company's core products
include credit monitoring and identify theft resolution service
PrivacyGuard; accidental death and dismemberment insurance; credit
card registration services Hotline and Payment Card Protection;
and discount travel agency Travelers Advantage.

Ten affinity partners account for slightly more than 50% of
Affinion's revenue.  While this conveys the perception of a
significant concentration risk, the actual risk is lower because
Affinion controls the underlying customer relationships.  For
instance, although a PrivacyGuard product designed for a financial
institution is marketed under that financial institution's brand
name, if the financial institution switches to a different vendor,
the new vendor will service only new members.  Affinion continues
to service existing members under the former arrangement.


ALL COUNTY: U.S. Trustee Wants Court to Dismiss Chapter 11 Case
---------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 12, asks the U.S.
Bankruptcy Court for the Northern District of Iowa to dismiss All
County Electrical Company's chapter 11 case.

The U.S. Trustee tells the Court that the Debtor failed to provide
financial information, including:

   * its bank account reporting form,
   * bank statements,
   * signature cards for its bank statements,
   * proof of insurance and
   * monthly operating report for June, July and August, 2005.

Mr. Fokkena says he can't supervise the administration of the
bankruptcy without financial information.  The Debtor's failure to
file monthly operating reports undermines the chapter 11 process
and constitutes cause for dismissal or conversion of the case.

Headquartered in Waterloo, Iowa, All County Electrical Company --
http://www.all-county-electrical.com/-- installs and repairs    
residential, commercial and industrial electrical, telephone,
data, fire and burglar alarm systems.  The Company filed for
chapter 11 protection on June 8, 2005 (Bankr. N.D. Iowa Case No.
05-02707).  John M. Titler, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million to $10 million.


ALLEGHENY TECHNOLOGIES: Good Performance Cues S&P to Lift Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Allegheny Technologies Inc. to 'BB' from 'BB-', and its
senior unsecured debt rating to 'BB-' from 'B+'.

The outlook is stable.  Allegheny had total debt of $604 million
at June 30, 2005.

The upgrade reflects the meaningful improvement in the company's
operating and financial performance due to the strong rebound in
its key end markets and expectations that these conditions will
persist for the next couple of years.

"It also reflects our expectation that the company will continue
to generate higher levels of free cash flow during this time, and
apply a portion of it toward enhancing its product mix, cost
structure, and growth.  These improvements together with
management's commitment to retaining higher levels of cash
balances should enable the company to maintain an adequate
financial profile during the next cyclical downturn," said
Standard & Poor's credit analyst Paul Vastola.

The ratings on Allegheny reflect the company's exposure to highly
cyclical businesses, its aggressive financial profile that
includes underfunded postretirement obligations, and rising costs.
These factors overshadow the company's good market position in a
broad range of specialty metals, currently favorable market
conditions, fair liquidity, and benefits from ongoing cost
reduction efforts.

As a diversified specialty materials producer focused on specialty
metals products, Allegheny is able to pursue market niches that
enjoy some technological barriers to entry.  Although the majority
of Allegheny's revenues are from its commodity flat-rolled
products segment, it is the company's high performance metals
segment that is the major contributor of its operating profits.
This segment has realized significant improvement in volumes and
pricing for its titanium, nickel and other specialty alloys
products due to the upswing in its key end markets; namely
aerospace, commercial aircraft, biomedical, military and power
generation. Operating profit from its high performance metals
segment is tracking nearly $300 million in 2005, which is
more than 3x its previous high reached in 2004.  This is expected
to be sustainable for the intermediate term as demand from these
markets is expected to remain robust for the next couple of years.


ALLIED HOLDINGS: Teamsters Fight Executives' Hefty Bonuses
----------------------------------------------------------
The International Brotherhood of Teamsters is fighting Allied
Holdings, Inc.'s attempt in U.S. Bankruptcy Court to pay 83 of its
executives nearly $4.6 million in bonuses and $6 million in
severance pay.

"We will not stand by without protest and let huge bonuses be paid
to the management that led Allied into massive losses and
bankruptcy," Teamsters General President Jim Hoffa said.  "This is
an outrage."

"We are saddened, but not shocked, that the same management which
will ask hard-working rank-and-file autohaulers for concessions
will then try to pocket the money themselves," said Fred
Zuckerman, Teamsters Carhaul Division Director.

An attorney for the Teamsters will appear in the U.S. Bankruptcy
Court for the Northern District of Georgia on Tuesday to challenge
the company's bonus and severance plan.

On Sept. 27, Allied Holdings and its co-debtors filed a so-called
Key Employee Retention Plan or "KERP bonus" motion with the
Bankruptcy Court.  Allied management claims that the bonuses are
necessary to keep executives from leaving the bankrupt employer
when it needs their services for a reorganization.  The motion
however does not disclose how many, if any, Allied executives have
voluntarily left employment.  The Teamsters union believes that
the number of Allied executives who have voluntarily left
employment with the company this year is not excessive.

The bonus program is heavily weighted toward Allied top
management, whose chief executives and senior vice presidents will
receive bonuses from 60 percent to 96 percent of base salary, in
some cases hundreds of thousands of dollars for each executive.  
These amounts do not count severance pay, which in some cases is
as high as 150 percent of full salary.

The Debtors have not yet formally sought concessions from their
rank-and-file unionized workers, but they are expected to do so in
the near future.

The Debtors filed for Chapter 11 protection on July 31, 2005.  
They did not file their statements of financial affairs (which
list their assets and liabilities) until the KERP motion was
filed, nor have they as yet proposed a "business plan" for how to
reorganize the company and return it to profitability.  There has
been seemingly little activity, other than the design of a massive
bonus program for executives, in the more-than-two-month period
since the bankruptcy was filed.

The bonus program must be approved by the bankruptcy court before
it is effective.  No other opposition is expected from the
committee of unsecured creditors or the large secured lenders
financing Allied.

Congress outlawed this type of bonus program except in highly
unusual circumstances in the new bankruptcy law, effective in
October.  Allied filed its bankruptcy under the old law, before
the new prohibitions on massive, undeserved bonuses take effect.

Allied management's base salaries compare favorably with other
companies in the transportation industry even before bonuses.

Founded in 1903, the International Brotherhood of Teamsters
represents more than 1.4 million hardworking men and women
throughout the United States and Canada.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


ALOHA AIRGROUP: Court Sets Nov. 1 Administrative Claims Bar Date
----------------------------------------------------------------
The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii set Nov. 1, 2005, at 5:00 p.m., as the deadline
for all creditors owed money by Aloha Airgroup and Aloha Airlines,
Inc., on account of administrative expense claims arising from
Dec. 30, 2004, through Oct. 15, 2005, to file their proofs of
claim.

Administrative Claimants must file written proofs of claim on or
before the Nov. 1 Administrative Claims Bar Date and those forms
must be delivered to:

              Clerk of the U.S. Bankruptcy Court
              1132 Bishop Street, Suite 250-L
              Honolulu, Hawaii 96813

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.


ALOHA AIRGROUP: Brings In Marsh USA as Insurance Advisor
--------------------------------------------------------
Aloha Airgoup and Aloha Airlines, Inc., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Hawaii to retain Marsh USA, Inc. as their:

     * insurance risk management advisor;
     * insurance risk financing advisor; and
     * insurance broker.

Marsh USA will:

    (1) assess, design, and develop the Debtors' insurance
        program, including claims procedures;

    (2) identify, negotiate, and place insurance on the
        Debtors' behalf with insurers, and assist with
        documentation and other steps to implement the Debtors'
        insurance program;

    (3) keep the Debtors informed of significant changes and
        trends in the insurance marketplace, provide the Debtors
        with an annual forecast of market conditions, and monitor
        and inform the Debtors of published financial information
        of current insures; and

    (4) provide the services stated in the Workers' Compensation
        Outsourcing Project, with respect to workers compensation
        only.

Chad W. Karasaki, managing director at Marsh USA, discloses that
the Firm will be paid through commissions received from insurance
companies not to exceed $490,000.  Mr. Karasaki further discloses
that should the commissions received from the insurance companies
be less than $490,000, the Debtors will pay the Firm the
difference.  Should the commission exceed $490,000, Marsh will
return to the Debtors the excess amount, Mr. Karasaki says.

Mr. Karasaki tells the Court that the Firm will also earn the base
and incentive compensation for the Workers' Compensation
Outsourcing Project.  Mr. Karasaki further says that the base
compensation for July 1, 2005 to July 1, 2006 is $200,000 to be
invoiced monthly.  The incentive compensation will be calculated
based on the formula listed in the agreement, Mr. Karasaki says.

Mr. Karasaki assures the Court that the Firm does not represent or
hold any interest adverse to the Debtors or any of their estates.

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.


ALPHA NATURAL: Acquiring Nicewonder Coal Reserves for $316 Million
------------------------------------------------------------------
Alpha Natural Resources, Inc. (NYSE: ANR), through its
subsidiaries, signed definitive purchase agreements to acquire
coal reserves and operations affiliated with the privately held
Nicewonder coal group in southern West Virginia and southwestern
Virginia.  The aggregate purchase price is $316.2 million.

The acquired properties are expected to add about 4.3 million tons
to Alpha's coal output in 2006, representing an increase of
approximately 20 percent over Alpha's expected coal production
this year.  The acquisition is expected to be accretive to
earnings and to significantly boost Alpha's operating results and
free cash flow generation going forward.

The purchase agreements call for Alpha subsidiaries to issue
Nicewonder affiliates $60 million of Alpha common stock and pay
$256.2 million in cash and seller notes.  Alpha plans to finance
the cash portion of the purchase through $500 million of new
senior secured credit facilities.  Closing is anticipated by late
October, subject to the satisfaction of conditions outlined in the
purchase agreements including the securing of financing and
necessary regulatory approvals.

                     Asset Acquisition

The Nicewonder coal group that Alpha is acquiring primarily
consists of eight entities:

   -- Premium Energy, Inc., which operates a surface mine in Mingo
      and Logan counties, West Virginia, producing high Btu, low
      sulfur coal;

   -- White Flame Energy, Inc. and Mate Creek Energy of W. Va.,
      Inc.  These assets include a large surface mine in Mingo
      County, West Virginia, producing low sulfur compliance coal,
      and a rail load-out facility on the Norfolk Southern line;

   -- Twin Star Mining, Inc., Buchanan Energy Company, LLC, and    
      Virginia Energy Company. These operations include a surface
      mine in Buchanan County, Virginia. Buchanan Energy has
      access to untapped coal reserves on 28,000 acres of land;

   -- Nicewonder Contracting, Inc. (NCI), which operates a road
      construction business in cooperation with the West Virginia
      Department of Transportation that permits NCI to recover the
      coal removed in the construction process;

   -- Powers Shop, LLC, a mining equipment repair business similar
      to Alpha's own Maxxim Rebuild Co., LLC.

"Our relationship with Don Nicewonder and his management team goes
back many years, and we jointly reached the conclusion that
combining our adjacent operations in Central Appalachia would
create value for both parties," said Mike Quillen, president and
CEO of Alpha Natural Resources.  "The Nicewonder coal group is
highly regarded in this industry for having well managed
businesses with low production costs, minimal legacy liabilities,
high quality coal reserves and excellent relationships with its
work force and customer base.  These are precisely the kind of
asset qualities we've been seeking for Alpha's future growth, and
I expect this acquisition to make a meaningful contribution to our
earnings and cash flow going forward."

"There is no company other than Alpha that I believe fits better
with our operations and our employees," said Don Nicewonder.  
"They know coal mining, they respect and take care of their
people, and they have exceptional marketing reach around the
world.  I believe this transaction will ensure a bright future for
this business that I have spent the better part of 30 years
building, and I'm taking a significant equity stake in Alpha so
that our interests are aligned with one another."

                  Update on Third Quarter 2005

Alpha also disclosed that results for the fiscal third quarter
will be negatively impacted by a shortfall in metallurgical coal
exports and lower than expected output from contractor-operated
mines.

Alpha is taking this opportunity to provide an update on third
quarter operating results, which the company believes will be
negatively affected by several factors.  These factors have led
Alpha to update its guidance for 2005.  The company maintains its
guidance for sales volumes of 25-26 million tons and coal revenue
of $1.3-1.4 billion for the year, and now forecasts 2005 EBITDA to
be $153-163 million, or $200-210 million after adjusting for the
stock- based compensation charge related to the company's initial
public offering in February.  This updated guidance does not
include any anticipated contribution from the Nicewonder coal
group.

Alpha does not expect to reduce inventories of coal to the extent
planned for in the third quarter.  By the end of August, Alpha had
moved about 330,000 tons of higher-revenue metallurgical coal to
New Orleans to meet firm 2005 sales commitments for 750,000 tons.  
Due to damage from Hurricane Katrina, the export facility is not
expected to be operating and capable of loading freighters until
at least mid-October.  Therefore Alpha does not anticipate meeting
its third quarter shipment target out of the Gulf, which
represents about $35 million of missed export revenue.

Sales volumes from Alpha's contractor operations are running
approximately 28 percent behind plan in the third quarter, chiefly
because of the unavailability of labor in certain contractor-
operated mines.  As a result of the shortfall, Alpha has been
forced to purchase coal at a higher cost than planned so that the
company can meet commitments to its customers.

"This is very disappointing news to report, and I take full
responsibility for the shortfall," said Mike Quillen.  "This is
the coal business and these sorts of challenges constantly occur.  
Our job as management is to react swiftly to these types of
events, adjust and come up with solutions.  While we have been
affected by certain outsides forces beyond our control, we simply
have not reacted quickly enough, and this is usually Alpha's
strength.  Needless to say, these issues are commanding
management's undivided attention, and we are developing actions to
remediate them.  We'll have more to say when we announce our
third-quarter results."

Alpha Natural Resources is a leading producer of high-quality
Appalachian coal.  Approximately 94 percent of the company's
reserve base is high Btu coal and 89 percent is low sulfur,
qualities that are in high demand among electric utilities which
use steam coal.  Alpha is also one of the nation's largest
producers and exporters of metallurgical coal, a key ingredient in
steel manufacturing.  Alpha and its subsidiaries currently operate
mining complexes in four states, consisting of more than 60 mines
feeding 11 coal preparation and blending plants.  The company and
its subsidiaries employ approximately 2,800 people.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Abingdon, Virginia-based Alpha Natural Resources Inc.
to 'B+' from 'B'.  Standard & Poor's also raised ANR's senior
secured bank loan rating and recovery rating to 'BB-' from 'B' and
to '1' from '3'.  The bank loan rating is now one notch higher
than the corporate credit rating; this and the '1' recovery rating
indicate a high expectation of full recovery of principal in the
event of a payment default.

In addition, Standard & Poor's raised its senior unsecured rating
to 'B-' from 'CCC+'.  S&P said the outlook is stable.


ALPHA NATURAL: Moody's Rates Proposed $500 Million Debts at B2
--------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Alpha Natural
Resources, LLC's proposed $250 million five-year senior secured
revolving credit facility and $250 million senior secured, seven-
year Term Loan B.  At the same time, Moody's affirmed the B3 the
rating on Alpha's $175 million senior notes and its B2 corporate
family rating.

The B2 corporate family rating reflects:

   * the amount of debt in Alpha's capital structure, which is
     increasing by $256 million to fund the acquisition of the
     Nicewonder coal properties;

   * continued operating cost pressures and rail and weather
     related delivery disruptions; and

   * the relatively high geologic and operating risks of Alpha's
     Appalachian coal operations.

The ratings also consider:

   * anticipated stable long-term demand for coal;

   * current high prices for metallurgical and steam coal;

   * the company's low level of pension;

   * black lung and OPEB obligations relative to many of its coal
     mining peers; and

   * anticipated free cash flow over the next 12 to 18 months,
     which the company intends to use to reduce acquisition debt.

The ratings assume receipt of audited statements for the
Nicewonder companies in form and substance satisfactory to
Moody's.  The rating outlook is stable.

These ratings were assigned:

   * B2 to the $250 million five-year, senior secured revolving
     credit facility

   * B2 to the $250 million seven-year, senior secured Term
     Loan B

These ratings were affirmed:

   * $175 million senior notes due 2012 at B3
   * Corporate family rating at B2
   * SGL-2 speculative grade liquidity rating

Alpha is paying $316 million for Nicewonder's three non-union coal
mines and one road construction project, which produced 3.6
million tons of met and steam coal and $52.6 million of EBITDA on
a LTM June 30, 2005 basis.  Alpha is paying for the acquisition by
issuing $60 million of shares and debt financing the remaining
$256 million.  Nicewonder's coal has similar properties and price
realization to that of Alpha, but is a lower cost operation.

However, Nicewonder's reserves are short-lived, representing about
six years of production at expected operating rates.  All of
Nicewonder's operations are surface mines, changing Alpha's
overall mix to 67%/33% underground/surface from 80%/20%.
Underground mines tend to have more difficult operating conditions
than surface mines.

The B2 corporate family rating reflects the amount of debt in
Alpha's capital structure, which is increasing by approximately
88% to $528 million.  Moody's estimates that, pro forma for the
Nicewonder acquisition, this will increase Alpha's LTM
June 30, 2005 debt to EBITDA and debt to capitalization to 3.1x
(from 2.6x) and 76% (from 71%), respectively.  For the purpose of
these ratios Moody's adjusts Alpha's debt for operating leases.

These are fairly modest increases, reflecting the equity component
of the purchase price and Nicewonder's favorable margins, and
support the affirmation of the B2 rating.  The ratings also
consider the continuing cost pressures suffered by Alpha,
including increases in diesel fuel, tires and steel as well as
higher outlays and reduced performance related to contract miners,
and rail service related delays.  Finally, the ratings reflect the
risky nature of the coal industry generally and Appalachian
underground mining in particular.

The ratings favorably reflect:

   * the improvement in Alpha's cash margins, as sharply higher
     coal prices have offset much of the cost and delivery issues
     facing the industry as a whole; and

   * Alpha's low level of pension, black lung, and OPEB
     obligations relative to many of its coal mining peers.

Additionally, Nicewonder has minimal reclamation obligations and
no legacy liabilities and Alpha's ratio of other liabilities to
equity will decrease to 51% from 74% with this acquisition.
Finally, the rating reflects anticipated free cash flow over the
next 12 to 18 months and the company's intent to use it to reduce
the debt taken on to finance the Nicewonder acquisition.

The stable outlook reflects Alpha's reserve base of low sulfur and
high Btu coal and the current coal pricing environment, which
Moody's expects to remain positive for the next 12 to 18 months,
particularly for steam coal.  The rating could be raised if Alpha
is able to control its operating cost increases and generates
sufficient free cash flow to reduce its acquisition debt by
approximately $150 million over the course of the next twelve
months.  

Moody's estimates that this reduction in debt would improve
Alpha's LTM June 30, 2005 debt to EBITDA and debt to
capitalization ratios to 2.25x and 68% respectively.  The rating
could be lowered if the company is unable to contain its costs and
suffers negative EBIT or, in a downturn in the coal market, is
unable to manage its portfolio of mines in a manner that maximizes
the use of its most efficient operations.  The rating could also
be lowered if the company undertakes debt-financed acquisitions
that are detrimental to its capital structure and debt coverage
ratios.

Alpha has a large number of mines (45 active underground mines and
26 active surface mines) in:

   * Virginia,
   * Kentucky,
   * West Virginia, and
   * Pennsylvania.

The company's reserves are relatively modest at 526 million tons
(including Nicewonder) but are of relatively high quality, giving
the company the flexibility to sell met coal as market conditions
warrant (about 10 million tons per annum currently).  However,
many of its reserves are located in thin seams and have fairly
short lives, requiring frequent mine development and equipment
relocation.  Geologic and operating risks tend to be high in these
reserves.

Additionally, the company leases the majority of its reserves and
may be constrained from moving to higher margin properties by the
terms of its lease agreements, under which the lessors' payments
are based on revenues and not profit.  The company has also
recently had lower than anticipated productivity at contractor
operated mines and is moving to operate these mines with their own
employees.  The company expects to derive approximately 11% of its
2005 production from contractor mines.

The SGL-2 speculative grade liquidity rating reflects good
liquidity.  The company is expected to have:

   * reasonably strong cash flow in the current coal pricing
     environment;

   * relatively good access to its bank facility; and

   * room under its bank covenants over the course of the
     next 12 months.

At the conclusion of the proposed financing, Alpha will have:

   * approximately $134 million available under its bank facility;

   * net of approximately $65 million of letters of credit
     outstanding; and

   * $50 million of drawings.  

Alpha also has approximately $105 million of outstanding surety
bonds.

Alpha Natural Resources, LLC, based in Abingdon, Virginia, is
engaged in the mining and marketing of steam and metallurgical
coal and had revenues in the fiscal year ended December 31, 2004
of $1.3 billion.


ALPHA NATURAL: S&P Rates Proposed $500 Million Bank Loan at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Alpha Natural Resources Inc. and assigned its
'BB-' bank loan rating and '1' recovery rating to Alpha's proposed
$500 million senior secured credit facility.  

The 'BB-' bank loan rating and '1' recovery rating indicate that
Standard & Poor's has a high expectation that lenders will receive
full recovery of principal in the event of a payment default.

Proceeds from the credit facility, along with $60 million of
equity, will be used for the $316 million acquisition of
Nicewonder Coal Group.

"The ratings on U.S. coal producer Alpha Natural Resources reflect
its concentration in the difficult operating environment of
Central Appalachia, high cost position, and relatively low reserve
life," said Standard & Poor's credit analyst Dominick D'Ascoli.
"These factors significantly overshadow benefits from having high-
margin low sulfur and metallurgical coal reserves, and favorable
coal industry conditions."

Over 80% of the company's reserves and consequently the majority
of its operations are located in the difficult operating
environment of Central Appalachia.  Permitting for mines in this
area is a lengthy and time-consuming process due to regulations,
particularly regarding environmental issues.  Thinning coal seams,
transportation disruptions, and the lack of skilled underground
miners heighten the challenge of operating in this area.  In fact,
thin coal seams are the primary reason Alpha's costs are so high,
averaging $36.65 per ton for produced coal during the second
quarter of 2005.  Thin coal seams require the use of continuous
miners, a much less efficient process than the equipment used on
thicker coal seams.

The Nicewonder acquisition complements Alpha's existing business
profile by adding four surface mines to its Central Appalachia
operations.  Nicewonder's expected run-rate production level is
modest at just over 4 million tons per year but it results in an
increase of about 20% above Alpha's current production.  At 4
million tons per year, Nicewonder's reserves will deplete in about
seven years, much shorter than Alpha's current reserve life.

Alpha's coal reserves are estimated to total 538 million tons with
the acquisition.  Based on pro forma expected production levels,
total reserves will only last approximately 22 years.  This is
relatively low when compared to other Standard & Poor's rated U.S.
coal companies.  However, these reserves contain a relatively
larger percentage of higher-margin low sulfur and metallurgical
coals.  More than 58% of Alpha's reserves are compliant, and more
than 25% of the reserves contain metallurgical properties.  This
bodes well for the company given the meaningful pricing premium of
this coal.


AMERICAN COMMERCIAL: Prices IPO at $21 Per Share
------------------------------------------------
American Commercial Lines Inc. disclosed the pricing of its
initial public offering of its shares of common stock at a price
of $21.00 per share.  Of the shares sold in the offering,
7,500,000 shares were offered by ACL and 750,000 shares were
offered by a selling stockholder.  

In addition, the underwriters have been granted an option to
purchase up to an additional 1,237,500 shares from the selling
stockholder within the next 30 days at the public offering price.  
ACL will not receive any proceeds from the sale of shares by the
selling stockholder.  ACL shares are expected to begin trading on
the NASDAQ National Market on Oct. 7, 2005, under the trading
symbol "ACLI".

Merrill Lynch & Co. and UBS Investment Bank acted as joint
bookrunners for this offering.  Credit Suisse First Boston and
Deutsche Bank Securities acted as co-managers.

Copies of the final prospectus may be obtained from Merrill Lynch
& Co., 4 World Financial Center, 5th Floor 250 Vesey Street, New
York, NY 10080, and UBS Securities LLC, Prospectus Dept., 299 Park
Avenue, New York, NY 10171.

Headquartered in Jeffersonville, Indiana, American Commercial
Lines Inc. -- http://www.aclines.com/-- is an integrated marine  
transportation and service company operating in the United States
Jones Act trades, with revenues of more than $600 million and
approximately 2,600 employees.


AMERICAN MOULDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Moulding and Millwork Company
        1620 South 3rd Street
        Sanford, North Carolina 27330

Bankruptcy Case No.: 05-34431

Type of Business: The Debtor is a supplier of real wood
                  furniture and cabinetry.  
                  See http://www.amfurniture.com/

Chapter 11 Petition Date: October 6, 2005

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Thomas A. Willoughby, Esq.
                  Felderstein Fitzgerald Willoughby &
                  Pascuzzi LLP
                  400 Capitol Mall, Suite 1450
                  Sacramento, California 95814-4434
                  Tel: (916) 329-7400

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
   ------                     ---------------       ------------
Appalachian Wood Products     Trade debt              $1,905,515
RT 879
Firemans IND Park
Clearfield, PA 16830

Stride Mark, LLC              Trade debt                $509,496
P.O. Box 634928
Cincinnati, OH 45263-4928

Handy Button Machine Co.,     Trade debt                $401,528
The Handy/Kenlin Group
3113 Paysphere Cirle
Chicago, IL 60674

Marathon Brokerage LLC        Trade debt                $263,213
103 South Maple Avenue
Slinger, WI 53086-9578

Aconcagua Timber Corp.        Trade debt                $227,261

Star Transport, Inc.          Trade debt                $206,258

Cherokee Lumber & Dimension   Trade debt                $185,418

Fireman's Fund                Insurance                 $176,836

M&P Transfer, Inc.            Trade debt                $158,832

Mepla/Alfit                   Trade debt                $121,418

ESCO Industries, Inc.         Trade debt                $100,119

Moss-Adams LLP                Trade debt                 $92,280

Group Insurance Services      Trade debt                 $90,075

Stabilus                      Trade debt                 $81,915

Adams Electric                Trade debt                 $79,945

East Coast Plywood            Trade debt                 $77,357

Mercer Transportation         Trade debt                 $75,250

Down River, LLC               Trade debt                 $72,254

Wicker Services, Inc.         Trade debt                 $70,302

Castle Pacific                Trade debt                 $69,711


AMN HEALTHCARE: S&P Rates Proposed $280 Million Sr. Loan at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to AMN Healthcare Inc.'s proposed
$75 million revolving credit facility due in 2010 and
$205 million term loan B due in 2011.  A recovery rating of '3'
also was assigned to the secured loan, indicating the expectation
for meaningful (50%-80%) recovery of principal in the event of a
payment default.  AMN Healthcare Inc. is a subsidiary of AMN
Healthcare Services Inc.

Existing ratings on AMN, including the 'BB-' corporate credit
rating, were affirmed.  The rating outlook has been revised to
negative from stable.

AMN plans to use the proceeds from the $205 million of term debt,
along with $40 million of new common stock, to purchase 100% of
the equity of The MHA Group and to refinance approximately $88
million of existing bank debt outstanding.  The initial base
purchase price for MHA of $160 million will be paid at close, and
AMN will pay the owners of MHA an additional possible earn-out
payment in March 2006, which cannot exceed $53 million.  Both the
base purchase price and the earn-out will be paid 75% in cash and
25% in AMN restricted stock.  The outlook change to negative
reflects the increase in debt resulting from the transaction.

"The ratings on travel nurse staffing company AMN Healthcare Inc.,
a subsidiary of AMN Healthcare Services Inc., reflect its
operating focus in health care staffing, the generally strong
demand for outsourced nursing services from hospital clients
concurrent with a variable supply of travel nurses available, and
the company's increased debt burden," said Standard & Poor's
credit analyst Jesse Juliano.  "These concerns are partially
mitigated by favorable long-term demand trends for temporary
nurses, the company's position as an industry leader, the greater
revenue diversity provided by the MHA acquisition, and the
company's proven ability and willingness to reduce its outstanding
debt."

San Diego, California-based AMN is a leading provider of travel
nurse staffing services and allied health staffing, and now with
MHA, also provides locum tenens (doctors) and permanent placement
services.  AMN's pro forma revenue mix consists of 60% travel
nurse staffing, 35% locum tenens staffing, and 5% allied health
staffing. The company recruits nurses, doctors, and other allied
health care professionals and places them on a temporary basis,
generally 13 weeks for nurses and six to eight weeks for doctors,
at health care facilities in all 50 states.


ANACONDA OPPORTUNITY: Case Summary & 3 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Anaconda Opportunity Fund, LP
        730 Fifth Avenue
        New York, New York 10019

Bankruptcy Case No.: 05-44206

Chapter 11 Petition Date: October 7, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Nicholas Fitzgerald, Esq.
                  Fitzgerald and Associates
                  649 Newark Avenue
                  Jersey City, New Jersey 07306
                  Tel: (201) 435-7372
                  Fax: (201) 435-7361

Total Assets: $13,272,562

Total Debts:     $685,927

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
General Maritime Corp.                                 $505,637
299 Park Ave
New York, NY 10171-0002
Attn: Peter Georgiopoulos

Schlam, Stone & Dolan            Legal fees            $150,000
Attorneys At Law
26 Broadway, 19th Floor
New York, NY 10004
Attn: John McFerrin-Clancy, Esq.

Anaconda Capital Management, LLC                        $30,290
730 5th Avenue
New York, NY 10019-4105
Attn: Mitchell J. Kelly


ANDROSCOGGIN ENERGY: CNC to Acquire Reorg. Debtor Through Plan  
--------------------------------------------------------------
Androscoggin Energy LLC, delivered its Plan of Reorganization and
a Disclosure Statement explaining that Plan to the U.S. Bankruptcy
Court for the District of Maine on Sept. 30, 2005.

The Plan calls for the payment of all valid claims via the
distribution of the Debtor's existing cash and the issuance of
100% of new membership interests in the Reorganized Debtor to
Calpine Northbrook Corporation of Maine, Inc.

                Relevant Bankruptcy Events

A large part of the Debtor's revenue came from the generation and
sale of electricity and steam produced by its 150-megawatt,
natural gas-fired cogeneration facility located in Jay, Maine.  

The Debtor also generated revenue through the sale of installed
capacity and through the resale of natural gas.  In addition, the
Debtor sold steam to International Paper Company pursuant to an
Energy Services Agreement.  The Debtor's cogeneration facility
sits on land leased from International Paper.

Three factors precipitated the Debtor's bankruptcy filing:

    1) a $41 million judgment levied against the Debtor related to
       a breach of contract and negligent misrepresentation
       lawsuit filed by International Paper with the U.S. District
       Court for the Northern District of Illinois in October
       2000.  

       International Paper refused to forbear from executing the
       judgment, exposing the Debtor's assets to possible seizure
       and sale.  
       
       The Debtor has filed a Post-Trial Motion for Judgment and
       intends to appeal the verdict to the Seventh Circuit Court
       of Appeals if the District Court denies the motion.

    2) recurring losses from operation since inception caused by   
       unforeseen market conditions and heavy debt service
       payments; and

    3) alleged defaults under the Credit Agreement with Credit
       Suisse First Boston and a consortium of senior lenders.  
       The Debtor financed the construction of its cogeneration
       facility through the Credit Agreement with CSFB.

       As of the petition date, the principal amount owing under
       the Credit Agreement was approximately $58.6 million.  CSFB
       holds a perfected first priority lien on all substantially
       of the Debtor's assets to secure repayment of the loan.

Apart from its cogeneration facility, the Debtor held valuable
assets in the form of three long-term, fixed-price natural gas
supply contracts.   

In April 2005, the Debtor closed the sale of the fixed-price gas
contracts to Merrill Lynch Commodities Canada ULC for
approximately $116 million.  The proceeds of the sale were used to
pay the secured lenders with the exception of:

     a) the $2.1 million excess interest at the default rate
        claimed by CSFB; and

     b) the amount represented by an undrawn letter of credit
        issued for the benefit of Portland Natural Gas
        Transmission System; and

At Plan filing, the Debtor's remaining liabilities, excluding
administrative claims, are:

      Secured Claims                      Amount  
      --------------                    ----------
      CSFB                              $2,100,000
      Town of Jay Tax Claims               975,000
    
      Unsecured Claims                   
      ----------------                   
      International Paper              $53,600,000
      PNGTS                            122,312,545
      TCGSI                             45,565,385
      CNC Subdebt                       21,000,000
      Androscoggin Energy, Inc.
         Subdebt                         2,100,000
      CNC Management Agreement          13,000,000
      Wisvest Subdebt                    4,200,000
      Other Unsecured Debt               4,980,848

The Debtor's remaining principal assets consist of approximately
$44.2 million in cash and the cogeneration facility.  

Pursuant to the Plan, a $2.5 million working capital reserve will
be set up to pay operating expenses and other liabilities of the
reorganized Debtor associated with the ownership and maintenance
of the cogeneration facility after the effective date.

                    Treatment of Claims

All allowed secured claims of CSFB arising from the Credit
Agreement will be paid in full on the earlier of the effective
Date of the Plan or March 30, 2006.

The secured tax claims of the Town of Jay will be paid in full on
the effective date.  

Holders of allowed unsecured claims not classified under the Plan
will receive a pro rata share of the Plan Cash and a pro rata
share of the amount, if any, by which the International Paper
Reserve exceeds the International Paper cure amount.

The International Paper Reserve means an amount equal to the
greater of:

a) the amount distributable on account of all claims of
       International Paper arising out of the rejection of any
       executory contract or unexpired lease, assuming that the
       ESA and the IP Lease are not assumed pursuant to the Plan;
       or

    b) $10 million payable on or before the effective date.

Calpine Northbrook will receive new membership interest in the
reorganized debtor in exchange for all of its allowed unsecured
claims.  

Existing membership interests will be cancelled on the effective
date and interest holders get nothing under the Plan.

A full-text copy of the Debtor's Plan of Reorganization is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=051007204539

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


AQUILA INC: S&P Rates $300 Million Secured Credit Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and its
'1' recovery rating to diversified energy company Aquila Inc.'s
(B-/Watch Pos/B-3) $300 million five-year secured credit facility.

The 'B' rating was also placed on CreditWatch with positive
implications, where all of the ratings on Aquila were placed
Sept. 22, 2005.

The 'B' rating and '1' recovery rating indicate the expectation
for the full recovery of principal in the event of a payment
default.

As of June 2005, the Kansas City, Mo.-based energy provider had
about $2.35 billion in total debt.

The ratings on Aquila were placed on CreditWatch with positive
implications following the company's announcement that it had
signed definitive agreements to sell four utility businesses, for
a total of $897 million, plus working capital and subject to net
plant adjustments.

"If approved by the various regulatory commissions, the sales
would provide an opportunity for debt reduction -- potentially 30%
of total adjusted debt," said Standard & Poor's credit analyst
Jeanny Silva.

Although the company is likely to lose as much in cash flows as a
result of the sales, Standard & Poor's expects the subsequent debt
reduction to reduce intermediate refinancing risk.  Moreover, the
sale of three gas utilities will reduce the company's working
capital requirements significantly.


ARGENT SECURITIES: Fitch Rates $13.7 Mil. Class M Certs. at BB+
---------------------------------------------------------------
Argent Securities Inc. series 2005-W2 asset-backed pass-through
certificates are rated by Fitch Ratings:

      -- $2.198 billion classes A-1, A-2A, A-2B1, A-2B2, A-2C
         'AAA';

      -- $90.75 million class M-1 certificates 'AA+';

      -- $79.75 million class M-2 certificates 'AA+';

      -- $55.00 million class M-3 certificates 'AA';

      -- $41.25 million class M-4 certificates 'AA';

      -- $41.25 million class M-5 certificates 'AA-';

      -- $37.00 million class M-6 certificates 'A+;

      -- $38.62 million class M-7 certificates 'A';

      -- $27.50 million class M-8 certificates 'A-';

      -- $16.50 million class M-9 certificates 'BBB+';

      -- $27.50 million class M-10 certificates 'BBB';

      -- $13.75 million class M-11 certificates 'BBB';

      -- $30.25 million class M-12 certificates 'BBB-';

      -- $13.75 million non-offered class M-13 certificates 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 20.05% credit enhancement provided by classes M-1
through M-13 certificates, monthly excess interest and initial
overcollateralization of 1.40%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 16.75% credit enhancement provided by classes M-2
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 13.85% credit enhancement provided by classes M-3
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 11.85% credit enhancement provided by classes M-4
through M-13 certificates monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-4 certificates
reflects the 10.35% credit enhancement provided by classes M-5
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-5 certificates
reflects the 8.85% credit enhancement provided by classes M-6
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-6 certificates
reflects 7.50% credit enhancement provided by classes M-7 through
M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-7 certificates
reflects the 6.10% credit enhancement provided by classes M-8
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-8 certificates
reflects the 5.10% credit enhancement provided by classes M-9
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-9 certificates
reflects the 4.50% credit enhancement provided by classes M-10
through M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-10 certificates
reflects the 3.50% credit enhancement provided by class M-11
through class M-13 certificates, monthly excess interest and
initial OC.

Credit enhancement for the 'BBB' rated class M-11 certificates
reflects the 3.00% credit enhancement provided by class M-12 and
M-13 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' class M-12 reflects the 1.90%
credit enhancement provided by class M-13 certificate, monthly
excess interest and initial OC.

Credit enhancement for the non-offered 'BB+' class M-13
certificate reflects the monthly excess interest and initial OC.

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

As of the cut-off date, the Group I mortgage loans have an
aggregate principal balance of $1,375,811,892, and the average
balance of the mortgage loans is approximately $157,218.  The
weighted average loan rate is approximately 7.467%.  The weighted
average remaining term to maturity is 357 months.  The weighted
average original loan-to-value ratio is 78.60%.  The properties
are primarily located in California (15.27%), Florida (14.96%),
Illinois (9.45%), Arizona (8.14%), and New York (5.26%).  All
other states represent less than 5% of the Group I pool balance as
of the cut-off date.

As of the cut-off date, the Group II mortgage loans have an
aggregate principal balance of $862,664,152, and the average
balance is approximately $269,078.  The weighted average loan rate
is approximately 7.200%.  The WAM is 358 months.  The weighted
average OLTV ratio is 81.29%.  The properties are primarily
located in California (36.92%), Florida (15.20%), New York
(7.30%), and Illinois (6.29%).  All other states represent less
than 5% of the Group II pool balance as of the cut-off date.

The mortgage loans were originated or acquired by Argent Mortgage
Company, L.L.C.

Argent Mortgage Company LLC is a subsidiary of Ameriquest Mortgage
Company.  Ameriquest Mortgage Company is a specialty finance
company engaged in the business of originating, purchasing and
selling retail and wholesale sub prime mortgage loans.


ASARCO LLC: Wants Until Nov. 9 to File Schedules
------------------------------------------------
Jack L. Kinzie, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
tells the U.S. Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, that ASARCO, LLC, has been working
diligently to compile the information needed to complete its
schedules of assets and liabilities, statement of financial
affairs, list of equity security holders, and lists of executory
contracts and unexpired leases required by Rule 1007 of the
Federal Rules of Bankruptcy Procedure.

However, due to the complexity and size of the business, the fact
that some of the information is scattered in facilities
throughout the country, and the fact that the company's attention
has been required to attend to many other urgent issues, ASARCO
will not be able to complete its Schedules in time for filing on
Oct. 10, 2005, as it had expected.

By this motion, ASARCO asks Judge Schmidt to extend the deadline
for filing the Schedules until Nov. 9, 2005.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,   
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Five Parties Object to First Priority Blanket Liens
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 23, 2005,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas to enter into an agreement with The CIT
Group/Business Credit, Inc., for $75,000,000 in postpetition
financing.

To secure all obligations under the DIP Facility, ASARCO will
grant The CIT Group a first priority lien on substantially all of
ASARCO's assets, excluding insurance proceeds arising from or
payable as a result of personal injury claims, and subject to
agreed upon carve-outs for the United States Trustee and the
Debtors' and Creditors Committee's professionals.  No costs or
expenses of administration will be imposed against the collateral.

                           Objections

(1) M&T Credit

M&T Credit Services, LLC, asks the Court to deny ASARCO, LLC's
proposed $75,000,000 DIP financing to be provided by The CIT
Group/Business Credit, Inc.

Timothy P. Dowling, Esq., at Gary, Thomasson, Hall & Marks, in
Corpus Christi, Texas, explains that it is unclear from the DIP
Financing Motion whether ASARCO proposes to grant to CIT Group a
first priority lien on a P&H 4100A electric mining shovel and
various related equipment and parts that ASARCO leases from M&T
Credit under a 1996 Master Lease Agreement and various related
schedules.

Mr. Dowling tells Judge Schmidt that M&T Credit is concerned of
ASARCO's proposal to grant the DIP Agent, for the benefit of the
Lenders, a first priority lien on all of ASARCO's real and
personal property to secure its obligations under the DIP
Facility.

M&T Credit contends that it owns the Shovel and that the Lease is
a "true lease."  Therefore, ASARCO has no right to grant CIT
Group any security interest in the Shovel.

Mr. Dowling observes that the description of the liens that
ASARCO proposes to grant to CIT Group is even less detailed in
the Motion than the description in the DIP Commitment Letter.

Although not worth anything approaching $75,000,000, Mr. Dowling
explains that the Shovel is a substantial piece of equipment on
which CIT Group may expect to be granted a first priority lien.

Mr. Dowling notes that due to lack of clarity in the DIP
Financing Motion and the absence of documents' drafts to be used
to evidence the proposed financing arrangement, ASARCO or CIT
Group could assert that it had been granted a first priority lien
on the Shovel and that M&T Credit was bound by that grant since
it has a notice of the Motion.

Even assuming that the M&T Lease could conceivably be
characterized as a security agreement rather than a lease, Mr.
Dowling relates that M&T Credit and its predecessors-in-interest
have filed appropriate financing statements as a precaution so
that M&T Credit's "security interest" in the Shovel has been
continuously perfected since 1996, when the M&T Lease was
executed.

Mr. Dowling asserts that ASARCO has not alleged, and could not
prove, that M&T Credit's interest in the Shovel would be
adequately protected if CIT Group was given a first priority lien
on the Shovel to secure obligations that may be as great as
$150,000,000.  Consequently, any order that is entered granting
the Motion should specify that the Shovel does not serve as
collateral for ASARCO's obligations to CIT Group.

Mr. Dowling also points out that ASARCO does not have the right
to purchase the Shovel for a nominal price at the end of the term
of the M&T Lease.  Instead, if the Debtor wishes to purchase the
Shovel at the end of the lease term, the M&T Lease requires
ASARCO to pay the Shovel's then fair market value.  Similarly, if
ASARCO wishes to extend the term of the M&T Lease beyond its
stated term, ASARCO must pay rent at the market rate prevailing
at the time of the extension.

(2) Taxing Authorities

The City of El Paso, Harris County, City of Houston, Houston ISD
and Nueces County are local government units in the State of
Texas authorized to assess and collect ad valorem taxes on real
and personal property.

Diane W. Sanders, Esq., at Linebarger Goggan Blair & Sampson,
LLP, in Austin, Texas, informs the Court that the Taxing
Authorities filed prepetition secured proofs of claim for ad
valorem property taxes assessed against ASARCO, LLC's property.

Specifically, the Taxing Authorities filed secured claims between
tax years 2001 to 2004 and estimated year 2005:

          Taxing Authority        Claim Amount
          ----------------        ------------
          City of El Paso           $620,405
          Harris County                5,525
          City of Houston              6,367
          Houston ISD                 13,649
          Nueces County               43,607

These taxes are secured by unavoidable first priority liens
pursuant to Texas Property Tax Code Sections 32.01 and 32.05.

In pertinent part, Section 32.01 provides that:

   (a) On January 1 of each year, a tax lien attaches to
       property to secure the payment of all taxes, penalties
       and interest ultimately imposed for the year.

   (b) A tax lien on inventory, furniture, equipment, or their
       personal property is a lien in solido and attaches to
       all inventory, furniture, equipment, and other personal
       property that the property owner owns on January 1 of
       the year the lien attaches or that the property owner    
       subsequently acquires.

   (c) The lien is perfected on attachment and perfection
       requires no further action by the taxing unit.

Ms. Sanders asserts that although the 2005 tax is not yet due and
owing, "it is a prepetition debt because the tax lien and the
Debtor's liability for the taxes arose on January 1, 2005."

Section 32.05 further provides that the tax liens take priority
over the claim of any holder of a lien on property encumbered by
the tax lien, whether or not the debt or lien existed before the
attachment of the tax lien.

Accordingly, the Taxing Authorities want any order approving the
DIP Motion to be conditioned on the inclusion of a "Carve Out"
provision for ad valorem tax liens.

(3) First Union and BNY Capital

Michael M. Parker, Esq., at Fulbright & Jaworski, L.L.P., in San
Antonio, Texas, relates that First Union Capital Corporation and
BNY Capital Resources Corporation have leased mining equipment to
ASARCO, LLC, worth millions of dollars pursuant to Master Lease
Agreements dated March 31, 1998, and Sept. 30, 1998, with
their related schedules, riders and modifications.

Mr. Parker asserts that the Leases are "true leases."  The rock
trucks and other mining equipment serving as collateral under the
Master Lease Agreements are owned by First Union and BNY Capital
and are not subject to any lien or security interest that could
be granted by ASARCO in connection with the proposed DIP
facility, or otherwise.

"Obviously, [ASARCO] cannot grant a security interest in
something it does not own," Mr. Parker says.

To the extent the Leases are ever determined not to be "true"
leases, First Union and BNY Capital seek to assert prophylactic
security interests against all of the equipment under the Leases
as identified on certain Uniform Commercial Code financing
statements, which are being initially filed in lieu of a
continuation statement prior to the effective date and which
remain in effect as of October 4, 2005.

First Union and BNY Capital seek confirmation that any liens or
security interests granted or to be granted in connection with
the proposed DIP Facility will not encumber their Collateral.

Mr. Parker contends that if the Motion is granted, the proposed
security interest or lien in favor of CIT Group could be senior
in priority to the prophylactic security interests in the
Collateral.

The Motion does not state that such relief is being requested, or
that the requirements for a priming lien under Section 364(d) of
the Bankruptcy Code have been satisfied.  Those requirements, Mr.
Parker notes, include proof from ASARCO that it is unable to
obtain that credit without the priming lien, and proof from
ASARCO that First Union's and BNY Capital's interests are
adequately protected.

Mr. Parker states that in In re First South Savings Association,
820 F.2d 700, 710 (5th Cir. 1987), "given the fact that super
priority financing displaces liens on which creditors have relied
in extending credit, a court that is asked to authorize that
financing must be particularly cautious when assessing whether
the creditors so displaced are adequately protected."

Therefore, Union Capital and BNY Capital ask the Court to deny
the Motion to the extent that it would subordinate or impair any
liens or security interests in their favor.

(4) Salt River Project

Salt River Project Agricultural Improvement and Power District
objects to the Motion until ASARCO provides assurance that it is
not proposing to grant either a senior or equal lien on SRP's
collateral to secure the Financing Agreement.  SRP, an
agricultural improvement district, is an integrated electric
utility, providing generation, transmission and distribution
services to the Debtor.

SRP reminds the Court that ASARCO is in default as of August 9,
2005, in the amount of $3,134,436, for prepetition electricity
services SRP provided, plus continuing interest and attorneys'
fees.  ASARCO and SRP are parties to prepetition agreements for
electric service, pursuant to the which, ASARCO granted SRP a
first and prior perfected deed of trust lien and security
interest in certain collateral to secure payment of ongoing
electric service to be furnished to the Debtor.  The collateral
is evidenced in two Deeds of Trust, Assignment of Rents and
Proceeds and Security Agreement, covering certain parcels of real
estate, together with all buildings, other improvements and
personal property, located in Pima County, Arizona.

SRP also notes that ASARCO failed to comply with Rule 4001 of the
Federal Rules of Bankruptcy Procedure, which requires that
"motions shall be accompanied by a copy of the agreement."  
Instead, ASARCO merely indicated that the "parties to the DIP
Facility are preparing the credit agreement by which they will
memorialize such financing and are in the process of completing
the proposed Final Order."  As a result, SRP is unable to
determine with certainty that the Debtor will not grant a first
and prior deed of trust lien and security interest in SRP's
collateral to secure the DIP Financing Agreement.

(5) Empire Southwest

Empire Southwest, LLC, has had a long history and relationship
with ASARCO in connection with the provision of Caterpillar
equipment, parts, and related services.  Before and after the
Petition Date, Empire has sold and rented equipment to the
Debtor, as well as provided maintenance and services on equipment
for the Debtor, together with ancillary relationships.

In connection with its provision of goods and services to the
Debtor, Empire maintains an inventory of parts and other
equipment at one or more facilities owned and operated by the
Debtor.  These items are owned by Empire until sold to the
Debtor, and are not subject to any lien or security interest that
could be granted by the Debtor in connection with the DIP
Facility, or otherwise.  Empire seeks confirmation that any liens
or security interests granted or to be granted in connection with
the DIP Facility will not purport to encumber the properties.

Empire currently has possession of various pieces of equipment
that it has serviced or repaired at ASARCO's request, and holds
an enforceable garageman's lien against the equipment pursuant to
A.R.S. Section 33-1022(A).  Empire also asserts a security
interest against particular pieces of equipment.

If ASARCO's request is granted, Empire notes that the proposed
security interest/lien in favor of the DIP lender would be senior
in priority to its garageman's lien and security interests.  
Empire asserts that the Motion may not be granted to the extent
that the Motion would impair or subordinate any of its liens or
security interests.

Empire also points out that it is one of the "critical vendors"
previously identified and approved by the Court.  Empire is
hopeful that it will be able to finalize the required agreement
with the Debtor that would include terms for the future conduct
of business between the parties.

(6) Road Machinery and Komatsu Financial

Donald L. Gaffney, Esq., at Snell & Wilmer, LLP, in Phoenix,
Arizona, explains that Road Machinery, LLC, and Komatsu Financial
Limited Partnership do not object to ASARCO obtaining a secured
revolving line of credit from CIT Group.

However, Road Machinery and Komatsu Financial are not open to
ASARCO granting a blanket security interest to CIT Group in
generally all property and property interests of the estate.

Road Machinery and Komatsu own or lease property, in particular
equipment and parts, located on the premises of the Debtor.  At
ASARCO's Ray Mine site in Pima County, Arizona, Road Machinery
maintains a parts store segregated and stocked with inventory
owned by Road Machinery pursuant to a lease agreement with
ASARCO.  Komatsu owns two large-scale pieces of leased equipment
that are currently located at the ASARCO work site.  Additional
equipment components, parts, and related property may be located
on-site or in the effective control of ASARCO, but which are in
fact owned by Road Machinery or Komatsu.

Mr. Gaffney asserts that a carve-out must be made to any blanket
security interest to be granted to CIT Group pursuant to the
proposed DIP financing agreements and supporting documentation.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,   
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Final Cash Collateral Hearing Set for Thurs., Oct. 13
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 15, 2005,
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas granted ASARCO LLC authority to use its cash
collateral on an interim basis.

The Court directs ASARCO to deposit $1,280,000 of proceeds of
Mitsui & Co. (U.S.A.), Inc.'s collateral in a newly established
separate segregated bank account.

As ASARCO sells its copper inventory, the Debtor is directed to
continue allocating the proceeds to silver inventory in the same
manner that it has done previously.

As proceeds of Mitsui's collateral are received, the Debtor will
promptly deposit into the Mitsui Cash Collateral Account that
portion of the proceeds that the Debtor has allocated to silver
inventory.

The Court directs the Debtor to provide Mitsui with reports of
the amount of silver inventory on a bi-weekly basis and of the
amount of the Cash Collateral that is segregated in the Mitsui
Cash Collateral Account on a weekly basis pending a final
hearing.

                          Court Ruling

Judge Schmidt authorizes ASARCO, LLC, on an interim basis, to
continue to maintain the proceeds of Mitsui & Co. (USA), Inc.'s
collateral in the separate segregated bank account.  
  
The Court will convene a final hearing to consider ASARCO's
request on Oct. 13, 2005, at 2:00 p.m. in Corpus Christi.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,   
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).  
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Unable to Agree On Asset Sale Pact with Waveland
--------------------------------------------------------------
John Denison, chairman and chief executive officer of ATA
Holdings Corp., relates that ATA Airlines, Inc., its debtor-
affiliates and Waveland Holdings, LLC, were unable to agree upon a
mutually acceptable definitive asset purchase agreement.

He says that Ambassadair Travel Club, Inc., and Amber Travel,
Inc., continue to discuss possible acquisition transactions with
interested third parties, but, as of September 30, 2005, no
agreement for a sale has been reached with any acquiror.

As reported in the Troubled Company Reporter on Sept. 7, 2005, ATA
Airlines, Inc. and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of Indiana to approve procedures
related to the possible sale of the assets or stock of Ambassadair
Travel Club, Inc., and Amber Travel, Inc.

The sale may also include assets of other Debtors used in
connection with the Ambassadair and Amber operations.

Pursuant to a letter agreement, the Debtors and Waveland agree to
negotiate a definitive asset purchase agreement on or before
September 19, 2005.

Subject to the Court's approval, the Debtors will file the Letter
Agreement under seal to prohibit other parties from accessing the
Letter Agreement until Waveland completes its due diligence and
negotiates a definitive agreement to acquire Ambassadair and
Amber.

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)


BALLY TOTAL: Annual Stockholders Meeting Slated for Jan. 26
-----------------------------------------------------------
Bally Total Fitness Holding Corporation, (NYSE: BFT) intends to
hold its Annual Meeting of Shareholders on Thursday, Jan. 26,
2006, at a Chicago area location.  The scheduled date is part of
an agreed order in Delaware Chancery Court and is subject to Court
approval.

As reported in the Troubled Company Reporter on Sept. 21, 2005,
the Company expects to complete its multi-year audit and file its
financial statements by Nov. 30, 2005.  On Aug. 31, 2005, the
Company received consent from noteholders and lenders to extend
the filing waivers under its public indentures until Nov. 30,
2005.

Bally Total Fitness is the largest and only nationwide commercial  
operator of fitness centers, with approximately four million  
members and 440 facilities located in 29 states, Mexico, Canada,  
Korea, China and the Caribbean under the Bally Total Fitness(R),  
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally  
Sports Clubs(R) and Sports Clubs of Canada(R) brands.  With an  
estimated 150 million annual visits to its clubs, Bally offers a  
unique platform for distribution of a wide range of products and  
services targeted to active, fitness-conscious adult consumers.  

                        *     *     *  

As reported in the Troubled Company Reporter on Aug. 11, 2005,  
Moody's Investors Service affirmed the Caa1 corporate family  
(formerly senior implied) rating and debt ratings of Bally Total  
Fitness Holding Corporation.  The affirmation reflects continued  
high risk of default and Moody's estimate of recovery values of  
the various classes of debt in a default scenario.  The ratings  
outlook remains negative.  

Moody's affirmed these ratings:  

   * $175 million senior secured term loan B facility due 2009,  
     rated B3  

   * $100 million senior secured revolving credit facility  
     due 2008, rated B3  

   * $235 million 10.5% senior unsecured notes (guaranteed)  
     due 2011, rated Caa1  

   * $300 million 9.875% senior subordinated notes due 2007,  
     rated Ca  

   * Corporate family rating, rated Caa1


BETHLEHEM STEEL: Ct. OKs American Home's Move to Modify Injunction
------------------------------------------------------------------
Brian S. Gitnik, Esq., at Clausen Miller P.C., in New York,
relates that in May 2000, Lindahl Marine Contractor, Inc., and
Bethlehem Steel Corp. were involved in a construction project to
modify, maintain and repair the water intake system at Bethlehem's
Burns Harbor Division in Porter County, Indiana.  

American Home Assurance Company provided general liability
insurance to Lindahl under a certain policy that was in effect
from October 9, 1998, to July 31, 2000.  Mr. Gitnik informs the
Court that a Certificate of Liability Insurance was issued
identifying Bethlehem as an additional insured with respect to
certain work performed.

On May 4, 2000, Lindahl employed Matthew W. Warczak as a
commercial diver.  Mr. Warczak was assigned to a vessel known as
R/V EKOS while work was performed on Bethlehem's water intake
system.  During the course of his employment, while diving
underwater, Mr. Warczak got trapped and later drowned in
Bethlehem's water intake system.

In October 2001, the Estate of Mr. Warczak filed its first lawsuit
against Bethlehem Steel with the Circuit Court of Cook County, in
Chicago, Illinois.  Bethlehem's bankruptcy filing on October 15,
2001, stayed the First Warczak Litigation.

The Warczak Estate filed a subsequent lawsuit on May 2, 2002,
naming as defendants Lindahl and certain other parties.  However,
the Second Warczak Litigation did not name Bethlehem as a
defendant.

As previously reported, the Bankruptcy Court lifted the stay on
June 24, 2003, pursuant to a stipulation entered into between the
Estate of Warczak and Bethlehem.  The Stipulation provided, among
others, that the Warczak Estate will be permitted to pursue the
state court action, but solely to the extent that any judgment
obtained against Bethlehem will be enforced against Lindahl or
American Home.

By signing the Stipulation, the Warczak Estate will not take any
action to execute, enforce or collect any judgment against
Bethlehem.  Bethlehem agreed to assign to the Warczak Estate
rights, entitlements and interests in an indemnity agreement.
Bethlehem also agreed to accept service and to be named as a
nominal defendant in the state court action, but solely for the
purpose of enabling the Warczak Estate to add or plead Lindahl as
a defendant or a third-party defendant.

At the Warczak Estate's request, the Second Warczak Litigation was
removed from the state court bankruptcy stay calendar and the two
Warczak Actions were consolidated.

On September 1, 2004, the Warczak Estate filed its fourth amended
complaint, for the first time combining both Lindahl and
Bethlehem, as well as others, as defendants.  On February 10,
2005, Bethlehem filed its answer and affirmative defenses to the
Fourth Amended Complaint, asserting the limitation of plaintiffs'
remedy against it pursuant to the Stipulation.

American Home has provided Lindahl and Bethlehem with a defense
subject to a reservation of rights.  American Home believes that
certain provisions, exclusions or applicable endorsements may
limit or preclude coverage pursuant to the terms and conditions
contained in the Policy.  

American Home wants a determination of the rights and obligations
under the Policy of all parties to the Consolidated Litigation,
including Bethlehem.  To that end, on July 6, 2005, American Home
filed a Complaint for Declaratory Judgment.  The American Home
Complaint was filed in the Cook County Circuit Court against
Lindahl, the Personal Representative of the estate of Mr. Warczak,
and Mr. Warczak's widow.  Bethlehem has not yet been named as a
defendant due to the post-confirmation injunction.  

Mr. Gitnik asserts that it is necessary for Bethlehem to be named
as a party to the American Home Complaint so as to have the rights
of all parties determined in one proceeding.

Section 524(a) of the Bankruptcy Code operates as an injunction
preventing actions against a debtor after a discharge of debt.  
Furthermore, the Debtors' Plan provides that all injunctions or
stays arising under Section 362 in existence on the Confirmation
Date are to remain in full force and effect until the closing of
the Debtors' cases.

Accordingly, American Home asks the Court to modify the injunction
imposed by Section 524(a) and provided in the Debtors' Chapter 11
Plan of Liquidation.

American Home assures Judge Lifland that the Debtors will suffer
no prejudice if its request is granted.  Bethlehem will not incur
expenses.  The matters relating to coverage contained in the
American Home Complaint name Bethlehem as a nominal party solely
to determine whether coverage exists for Bethlehem and Lindahl.

The Policy, Mr. Gitnik says, is a liability policy.  Therefore,
the proceeds are payable to any third party allegedly harmed by
the insured.  In this instance, the potential third party
beneficiaries are the Warczaks.  Thus, Bethlehem has no legally
cognizable interest in, or claim to, the proceeds of the Policy.

              The Liquidating Trust Supports Request

In light of American Home's representations that (i) no expenses
will be incurred by Bethlehem, and (ii) Bethlehem is being added
solely as a "nominal" party to the action brought to determine its
coverage obligations, the Bethlehem Liquidating Trust does not
object to American Home's request.

The Liquidating Trust also does not object to the requested relief
since nothing in American Home's request seeks to modify the terms
of the Stipulation.

                        Court Grants Request

Judge Lifland grants American Home's request and makes it clear
that the injunctions imposed by Section 524(a) and set forth in
the Plan are modified to allow American Home to:

   -- name Bethlehem as a nominal defendant in the American Home
      Complaint solely for purposes of obtaining a determination
      of coverage under the relevant policy; and

   -- serve the American Home Complaint on Bethlehem.

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)


BIGFOOT AIR: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bigfoot Air of Alaska, LLC
        500 Sutter Street, #518
        San Francisco, California 94102-1114

Bankruptcy Case No.: 05-33793

Type of Business: The Debtor specializes in seaplane instructions
                  and sightseeing flights.  The Debtor also
                  provides air charter services.  See
                  http://www.bigfootair.com/

                  The Company is a subsidiary of Minta, Inc.,
                  which filed for chapter 11 protection on
                  Oct. 6, 2005 (Bankr. N.D. Calif. Case No.
                  05-33792) (Carlson, J.).  Minta Inc.'s chapter
                  11 filing was reported in the Troubled Company
                  Reporter on Oct. 7, 2005.

Chapter 11 Petition Date: October 6, 2005

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Iain A. Macdonald, Esq.
                  Law Offices of Macdonald and Associates
                  2 Embarcadero Center #1670
                  San Francisco, California 94111-39330
                  Tel: (415) 362-0449

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 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

International Aviation        Trade debt                  $6,287
Service, Inc.

Ace Fuels, LLC                Trade debt                  $1,863

Alaska Aircraft Sales, Inc.   Trade debt                    $590

Anchorage Convention Bureau   Trade debt                    $290

Dept. of Transportation, FAA  Trade debt                    $220

Rent A Can, Inc.              Trade debt                    $148

Cellular One                  Trade debt                    $123

AT&T Alaskom                  Trade debt                     $81

Chugach Electric Association  Trade debt                     $54


CANWEST GLOBAL: MediaWorks Prices Cash Tender Offers
----------------------------------------------------
CanWest MediaWorks Inc., a wholly owned subsidiary of CanWest
Global Communications Corp., has priced its cash tender offers for
any and all of its outstanding 10-5/8% Senior Subordinated Notes
due 2011 and 7-5/8% Senior Unsecured Notes due 2013.

If the offers are consummated, CanWest will pay US$1,086.38 for
each US$1,000 principal amount of the Senior Subordinated Notes
and US$1,101.91 for each US$1,000 principal amount of the Senior
Unsecured Notes purchased in the offers, in each case plus accrued
and unpaid interest up to the date of payment.  The purchase price
for the Senior Subordinated Notes was calculated using a yield
equal to a fixed spread of 50 basis points plus the yield to
maturity of the 2.000% U.S. Treasury Note due May 15, 2006
(corresponding to the bid-side price, as indicated on Bloomberg
screen PX3 at 2:00 p.m. EDT on Friday, Oct. 7).  The purchase
price for the Senior Unsecured Notes was calculated using a yield
equal to a fixed spread of 50 basis points plus the yield to
maturity of the 2.625% U.S. Treasury Note due May 15, 2008
(corresponding to the bid-side price, as indicated on Bloomberg
screen PX5 at 2:00 p.m. EDT on Friday, Oct. 7).  The purchase
price for Notes of each series includes an early tender premium
that is equal to US$30.00 per US$1,000 principal amount of the
Notes.  Holders of Notes tendered after the early tender premium
deadline will not receive the early tender premium.

The expiration time for both offers is midnight Eastern Daylight
Time on Oct. 12, 2005, subject to extension.  CanWest plans to pay
for the Notes that it purchases on the business day after the
relevant offer expires, or as soon as practicable after that date.  
The withdrawal deadline for the offers has now passed and holders
cannot withdraw any Notes that they have tendered, or the related
consents that they have given, unless CanWest permits them to do
so.

Each of the offers is subject to conditions set forth in the
Offers to Purchase and Consent Solicitations dated Sept. 8, 2005,
that CanWest has distributed to holders of the Senior Subordinated
Notes and Senior Unsecured Notes.

Citigroup Global Markets Inc. is the dealer manager and Global
Bondholder Services Corporation is the depositary and information
agent for the tender offers and consent solicitations.

Requests for documents relating to the tender offers and consent
solicitations may be directed to Global Bondholder Services
Corporation by telephone at 1-866 470-4500 (toll free) or 1-212
430-3774 or in writing at 65 Broadway, Suite 74, New York, NY,
10006. Questions regarding the tender offers and consent
solicitations may be directed to Citigroup Global Markets Inc.,
Liability Management Group, at 1-800-558-3745 (toll free) or 1-
212-723-6106 (collect).

CanWest MediaWorks Inc. is a wholly owned subsidiary of CanWest
Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV) --
http://www.canwestglobal.com/-- an international media company.     

CanWest Global Communications Corp., Canada's largest publisher of
daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home
advertising, specialty cable channels, radio networks and web
sites in Canada, New Zealand, Australia, and the Republic of
Ireland.

                         *     *     *

CanWest Global's 7-5/8% senior notes due 2013 carry Moody's
Investors Service's Ba3 rating and Standard and Poor's B- rating.


CENTENNIAL COMMS: Aug. 31 Balance Sheet Upside-Down by $465.3 Mil.
------------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) reported income
from continuing operations of $14.6 million for the fiscal first
quarter of 2006 as compared to income from continuing operations
of $10.5 million in the fiscal first quarter of 2005.  
Consolidated adjusted operating income from continuing operations
for the fiscal first quarter was $94.2 million, as compared to
$91.6 million for the prior-year quarter which benefited from
approximately $5.5 million of Universal Service Fund support
related to prior periods.

"We set a course years ago to develop a clear brand message guided
by understanding local market needs," said Michael J. Small,
Centennial's chief executive officer.  "We remain focused on
building our local markets and are encouraged by early evidence of
renewed postpaid subscriber growth in our U.S. markets."

Centennial reported fiscal first-quarter consolidated revenue from
continuing operations of $237.2 million, which included
$107.8 million from U.S. wireless and $129.4 million from
Caribbean operations.  Consolidated revenue from continuing
operations grew 9 percent versus the fiscal first quarter of 2005.  
The Company ended the quarter with 1.31 million total wireless
subscribers, which compares to 1.08 million for the year-ago
quarter and 1.24 million for the previous quarter ended May 31,
2005.  The Company reported 320,200 total access lines and
equivalents for the fiscal first quarter.

"Our consistent ability to execute continues to support strong
cash flow generation across all of our businesses," said
Centennial chief financial officer Thomas J. Fitzpatrick.  "Our
financial flexibility and strength and solid operating momentum
will continue to provide opportunities."

                      Other Highlights

On Aug. 26, 2005, Centennial disclosed that it entered into a new
long-term roaming agreement with T-Mobile USA, Inc.  The impact of
this roaming agreement was considered when the Company provided
its outlook for the 2006 fiscal year.

                     Financial Advisors

On Sept. 19, 2005, the Company disclosed the engagement of Lehman
Brothers and Evercore Partners as financial advisors to assist it
in evaluating a range of possible strategic and financial
alternatives.  There can be no assurance that the Company will
undertake any particular action as a result of such evaluation.

On Sept. 23, 2005, Centennial announced that Carlos T. Blanco was
named President of Centennial de Puerto Rico.  Mr. Blanco will
have operational responsibility for Puerto Rico's wireless and
broadband businesses, leading the customer service, marketing,
network engineering and sales teams.

Centennial Communications, (NASDAQ:CYCL) --
http://www.centennialwireless.com/-- based in Wall, New Jersey,   
is a leading provider of regional wireless and integrated
communications services in the United States and the Caribbean  
with approximately 1.2 million wireless subscribers and 300,000  
access lines and equivalents.  The U.S. business owns and operates  
wireless networks in the Midwest and Southeast covering parts of  
six states.  Centennial's Caribbean business owns and operates  
wireless networks in Puerto Rico, the Dominican Republic and the  
U.S. Virgin Islands and provides facilities-based integrated  
voice, data and Internet solutions.  Welsh, Carson, Anderson  &  
Stowe and an affiliate of the Blackstone Group are controlling  
shareholders of Centennial.

At Aug. 31, 2005, Centennial Communications' balance sheet showed
a $465.3 million stockholders' deficit, compared to a
$481.9 million at May 31, 2005.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Rating Services placed its long- and short-term
credit ratings for Wall, New Jersey-based regional wireless
provider Centennial Communications Corp. and its related entities
(including Centennial Cellular Operating Co. LLC) on CreditWatch
with developing implications.  This includes the 'B-' corporate
credit rating and 'B-2' short-term rating on Centennial.


DELPHI CORP: Wants 63% Employee Pay Cuts & Boosts Executives' Pay
-----------------------------------------------------------------
Delphi Corp. is negotiating with representatives of its largest
union, the United Auto Workers, for substantial cuts in their
wages and benefits, Jeffrey McCracken and Lee Hawkins, Jr., at The
Wall Street Journal reports.

                        Pay Demands

Citing newsletters sent to UAW locals, WZZM 13-TV summarizes
Delphi's demands:

    * Reducing pay by as much as 63% to $10 to $12 an hour and
      total wages and benefits by as much as 77% to $16 to $18 an
      hour.  Delphi currently pays its union workers from $25 to
      $27 an hour and total wages and benefits of $65 to $70 an
      hour, making its employees among the best-paid industrial
      workers in America.
    
    * The right to close, sell or consolidate most of its U.S.
      plants over the next three years.
    
    * Ending all cost-of-living pay increases.
    
    * Eliminating pay during the Independence week shutdown in
      July.
    
    * Eliminating the jobs bank, under which Delphi guarantees the
      pay and benefits for unnecessary workers.
    
    * Reducing holidays to 10 to 12 days per year, down from
      about 16.
    
    * Reducing vacation to a maximum of four weeks per year.
    
    * Increasing employee contributions for health care to match       
      the salaried plan by increasing doctor and prescription co-
      pays and other measures.  Delphi hourly employees pay about
      7% of their health care costs, compared with the 27% paid by
      salaried workers.
    
    * Changing pensions to reflect the lower wage rates by cutting
      them to less than $1,500 a month instead of the current rate
      of about $3,000.

The UAW union previously crafted the largest wage-and-benefit cut
for the U.S. industrial workers of up to $65 an hour.

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

Under the terms of the 1999 spinoff, General Motors agreed to
provide medical and pension benefits to Delphi retirees if the
company sought protection before mid-2007, the New York Times
reports.

                  Revised Severance Packages

In a regulatory filing with the Securities and Exchange Commission
dated Oct. 7, 2005, Delphi Corp. disclosed a revised severance
scheme for its top 21 executives.  The severance packages were
beefed up after Delphi's Board of Directors began a systematic
review of the company's various compensation and benefit programs
with the assistance of its outside advisors, Watson Wyatt.  

Under the revised scheme, top executives will be eligible for 18
months of severance pay and at least a portion of their bonus if
Delphi terminates their employment or they leave for good reason.  
Previously, severance packages were capped at 12 months.  The
agreements are effective as of Sept. 8, 2005.

James McTevia, a corporate restructuring expert, told the North
County Times that Delphi's action is a typical move for a company
preparing for bankruptcy.  Delphi threatened to file for
bankruptcy before Oct. 17 if it can't reach a restructuring
agreements with General Motors Corp. and the United Auto Workers.

As previously reported, Delphi Chairman Steve Miller -- Federal-
Mogul's former non-executive chairman and a turnaround pro who
came to Delphi from Bethlehem Steel -- demanded wage cuts of at
least $5 an hour, other benefit reductions and work rule changes
from the UAW.  Those concession total around $2.5 billion
in savings for the Company.  The Company also asked for the
freedom to close plants and to divest or shut down money-losing
business units, in the shortest time possible.  

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

Delphi Corp. -- http://www.delphi.com/-- is the world's           
largest automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.  Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil.  Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.     

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


DELPHI CORP: S&P Junks Rating on Rumors of Imminent Bankruptcy
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive supplier Delphi Corp. to 'CCC-' from 'CCC+'
because of increased concerns that the company may file for
bankruptcy in the next few days if it is unable to negotiate a
bailout package from General Motors Corp. (BB/Watch Neg/B-1)
and the United Auto Workers.  The outlook is developing.

Troy, Michigan-based Delphi has total debt of about $6 billion and
total unfunded pension and other postretirement employee benefit
liabilities of about $14.5 billion.

"For the past several months, Delphi has been engaged in
discussions with GM, its largest customer and former parent, and
with the UAW, its largest union, to restructure its unprofitable
U.S. operations," said Standard & Poor's credit analyst Martin
King. "While we believe all three parties are motivated to
complete a deal outside of bankruptcy court, the time frame for
doing so has become very limited.  Delphi has indicated that it
may place its U.S. operations in Chapter 11 bankruptcy if a deal
is not reached by Oct. 17, 2005, when changes to U.S. bankruptcy
law will put greater constraints on companies that file for this
type of protection."

Delphi suffers from an uncompetitive business structure with high
fixed costs, primarily because of the rich wages and benefits
given to its U.S. hourly workforce.  GM, which contributes 50% of
Delphi's sales, has recently lost market share and reduced
production.  At the same time, Delphi faces higher material and
employee benefits costs, which have caused the company's earnings
and cash flow to fall sharply this year.  The company's inflexible
labor agreements with the UAW and other unions prevent it from
reducing headcount, shutting plants, selling unprofitable
operations, or completing other restructuring actions that might
improve profitability.

Delphi is seeking improved flexibility from the union to address
its high fixed costs.  It has 35,000 hourly U.S. employees, but
close to 4,000 are redundant and continue to receive close to full
pay and benefits.  The compensation of Delphi's domestic union
employees is consistent with that of GM's, but about twice the
typical compensation provided by competing auto suppliers.

Any restructuring of Delphi is likely to be very costly and would
require significant funding from GM because of Delphi's relatively
limited financial resources.  GM may be willing to provide some
financial support to Delphi because it buys $14 billion in parts
from the supplier and would be exposed to potential operating
disruptions if Delphi declared bankruptcy.  In addition, GM
guarantees certain pension benefits, retiree medical benefits, and
other benefits for Delphi employees and retirees.  Although a
potential deal is still possible, it now appears less likely
because of the complexity of the issues involved and the very
limited time frame remaining to reach an agreement.


DELPHI CORP: Files for Chapter 11 Protection in Manhattan
---------------------------------------------------------
"To preserve the value of the company and complete its
transformation plan designed to resolve Delphi's existing
legacy issues and the resulting high cost of U.S. operations,"
Delphi Corporation (NYSE: DPH) and 38 of its domestic U.S.
subsidiaries filed voluntary petitions for business reorganization
under chapter 11 of the U.S. Bankruptcy Code on Saturday in New
York City.  

Delphi's non-U.S. subsidiaries were not included in the
filing, will continue their business operations without
supervision from the U.S. courts and will not be subject to the
chapter 11 requirements of the U.S. Bankruptcy Code.  Delphi's
global management team will continue to manage both
the U.S. and global businesses.  Delphi expects to complete its
U.S.-based restructuring and emerge from chapter 11 business
reorganization in early to mid-2007.

"Our global operations, both U.S. and non-U.S., will continue
without interruption," said Robert S. "Steve" Miller, Delphi's
chairman and CEO.  "Our customers all over the world can be
assured that we will continue to meet their scheduling, delivery
and production needs in a timely manner.  Throughout this
reorganization of our U.S. businesses and beyond, we will be
intensely focused on continuing to provide all of our customers
with leading-edge technology, product development, superior
engineering, outstanding quality products and services, and world-
class customer support."

Delphi plans to finance its global operations going forward with
USD $4.5 billion in debt facilities plus additional committed and
uncommitted financing lines and/or securitization facilities in
Asia, Europe and the Americas.  The financing includes USD $2.5
billion borrowed from prepetition revolver and term loan
facilities and a commitment for up to USD $2 billion in senior
secured debtor-in-possession (DIP) financing from a group of
lenders led by JPMorgan Chase Bank and Citigroup Global Markets,
Inc.  The company plans to obtain approval of an adequate
protection package for the benefit of
its prepetition lenders as part of the Company's overall financing
activities.
    
The proceeds of the DIP financing together with cash generated
from daily operations and cash on hand will be used to fund post-
petition operating expenses, including its supplier obligations
and employee wages, salaries and benefits.  The overall liquidity
available to Delphi (including more than USD $1 billion on hand
outside the U.S., which Delphi does not plan to repatriate to fund
U.S. operations) will support its global operations outside the
U.S. and help ensure the continued adequacy of working capital
throughout its global business units.

"We took this action because we are determined to achieve
competitiveness for Delphi's core U.S. operations, and the key to
accomplishing that goal is reducing these costs as soon as
possible," said Mr. Miller.  "We simply cannot afford to continue
to be encumbered by high legacy issues and burdensome
restrictions under current labor agreements that impair our
ability to compete.  We must also realign our global product
portfolio and manufacturing footprint to preserve our core
businesses.  This will require a substantial segment of our U.S.
manufacturing operations to be divested, consolidated or
wound-down through the chapter 11 process.  We believe the chapter
11 process will provide the flexibility to address our legacy
issues and allow us to take advantage of the fundamental strength
of our businesses."

Mr. Miller said that Delphi has been engaged in constructive
discussions with representatives of its major unions, but was
unable to complete the necessary modifications to its collective
bargaining agreements without assistance from General Motors
Corporation or intervention of the U.S. courts.  "Having been
unable to resolve our U.S. legacy issues out of court," Mr. Miller
said, "we determined it was in Delphi's best interest to address
the U.S. cost-structure issues through the chapter 11 process now
while our liquidity position is strong.  We will be making a
further proposal this month to each of our unions to transform our
labor agreements to a competitive labor cost structure and to
address non-profitable and non-strategic U.S. operations.  In
addition, we expect to address pension plans and health and
retiree benefits to align them with competitive benchmarks in the
industry and our transformation plan."

Delphi noted that its non-U.S. subsidiaries are generally
competitive, cash flow positive and experiencing high growth
opportunities.  "One of our primary goals is to preserve and
continue the strategic growth in non-U.S. operations while we
address our U.S. cost structure issues through the chapter 11
process," said Mr. Miller.

                     First Day Motions

Delphi filed more than 40 "first-day" motions along with its
voluntary petitions covering Delphi's employees and business
operations, post-petition DIP financing, continuing supplier
relations, customer practices, certain executory contracts, taxes
and related matters, utilities, retention of professionals and
case administration matters.   This will permit the company to
continue to pay wages, salaries and current benefits of U.S.
hourly and salaried employees and certain retiree benefits without
disruption and in the same manner as before the filing.  Similar
relief for employees in Delphi's subsidiaries outside the U.S. is
not required because they will continue to be paid in the ordinary
course of business without court supervision.

"The Board of Directors, the senior management team and I greatly
appreciate the loyalty and support of our employees," said Mr.
Miller.  "Their dedication and hard work are critical to our
success and integral to the future of Delphi."

Delphi also noted that the execution of its transformation plan
through the chapter 11 process may give rise to the incurrence of
additional prepetition claims as collective bargaining agreements,
executory contracts, retiree health benefits and pension plans,
and other liabilities of the company are addressed and resolved to
maximize stakeholder value going forward.  There is no assurance
as to what values, if any, will be ascribed in the chapter 11
cases as to the value of Delphi's existing common stock and/or any
other equity securities.  Accordingly, the company urges that the
appropriate caution be exercised with respect to existing and
future investments in any of these securities as the value and
prospects are highly speculative.

                   Cash Management System

In support of its reorganization efforts, the Company received
interim Court approval to continue to utilize its existing cash
management system on Oct. 8, as well as approval to continue
paying all salaried and hourly employees in the U.S. under
Delphi's current compensation and benefit programs.  The Honorable
Arthur J. Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York entered "bridge" orders Saturday afternoon
granting this and other relief, including the authority to
continue customer programs.

            UAW Says Bankruptcy is a Bitter Pill

UAW President Ron Gettelfinger and UAW Vice President Richard
Shoemaker issued this statement on the decision by Delphi Corp. to
file for Chapter 11 bankruptcy protection:

"The UAW is deeply disappointed by the decision by the Board of
Directors of Delphi Corp. to file for bankruptcy.

"Delphi's decision is obviously an extremely bitter pill for the
25,000 Delphi workers represented by the UAW as well as for the
thousands of workers represented by other unions and non-union
salaried Delphi employees -- all of whom have worked hard to try
to make Delphi's U.S. operations successful.

"The UAW is committed to doing everything we possibly can to
protect the interests of our active and retired members and their
families.  Unfortunately, this is not the first time that the UAW
has had to deal with a court-ordered corporate restructuring, and
we will vigorously use our experience, expertise and resources to
represent the interests of UAW-Delphi workers and retirees
throughout this process.

"Over the past several months, the UAW has engaged in discussions
with Delphi to craft a mutually agreeable approach to the
company's financial problems that would have enabled Delphi to
avoid filing for bankruptcy.  We made it clear to Delphi that we
were willing to continue discussions and to consider a wide range
of options.  However, from the outset of talks about a possible
bankruptcy filing, Delphi made it clear that the UAW alone could
not solve the company's problems.

"Delphi today informed the UAW that it was filing for bankruptcy
-- more than a week before the new federal bankruptcy law will go
into effect.

"Delphi's decision would be extremely disappointing under any
circumstances, but it is all the more so in light of the company's
announcement on Friday -- just one day before filing bankruptcy --
that it had sweetened the severance packages for Delph's 21 most
highly compensated executives because the old severance package
was -- as a Delphi spokesperson put it -- 'uncompetitive.'

"Once again, we see the disgusting spectacle of the people at the
top taking care of themselves at the same time they are demanding
extraordinary sacrifices from their hourly workers, engineers,
administrative and support staff, mid-level managers and others.  
All of them deserved better from Delphi's senior executive
leadership."

Headquartered in Troy, Michigan, Delphi Corp. --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


DELPHI CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Delphi Corporation
             5725 Delphi Drive
             Troy, Michigan 48908-2815

Bankruptcy Case No.: 05-44481

Debtor affiliates filing separate chapter 11 petitions:

  Case No.   Entity                                     
  --------   ------                                     
  05-44480   Delphi NY Holding Corporation              
  05-44482   ASEC Manufacturing General Partnership
  05-44484   ASEC Sales General Partnership
  05-44618   Aspire, Inc.
  05-44610   Delco Electronics Overseas Corporation
  05-44636   Delphi Automotive Systems Global (Holding), Inc.
  05-44596   Delphi Automotive Systems (Holding), Inc.
  05-44639   Delphi Automotive Systems Human Resources LLC
  05-44589   Delphi Automotive Systems International, Inc.
  05-44580   Delphi Automotive Systems Korea, Inc.
  05-44640   Delphi Automotive Systems LLC
  05-44593   Delphi Automotive Systems Overseas Corporation
  05-44570   Delphi Automotive Systems Risk Management Corp.
  05-44632   Delphi Automotive Systems Services LLC
  05-44558   Delphi Automotive Systems Tennessee, Inc.
  05-44586   Delphi Automotive Systems Thailand, Inc.
  05-44577   Delphi China LLC
  05-44624   Delphi Connection Systems
  05-44612   Delphi Diesel Systems Corp.
  05-44547   Delphi Electronics (Holding) LLC
  05-44638   Delphi Foreign Sales Corporation
  05-44623   Delphi Integrated Service Solutions, Inc.
  05-44591   Delphi International Holdings Corp.
  05-44583   Delphi International Services, Inc.
  05-44542   Delphi Liquidation Holding Company
  05-44615   Delphi LLC
  05-44567   Delphi Mechatronic Systems, Inc.
  05-44507   Delphi Medical Systems Colorado Corporation
  05-44529   Delphi Medical Systems Corporation
  05-44511   Delphi Medical Systems Texas Corporation
  05-44633   Delphi Services Holding Corporation
  05-44554   Delphi Technologies, Inc.
  05-44627   DREAL, Inc.
  05-44503   Environmental Catalysts, LLC
  05-44573   Exhaust Systems Corporation
  05-44626   Packard Hughes Interconnect Company
  05-33539   Specialty Electronics, Inc.
  05-44536   The Specialty Electronics International Ltd.

Type of Business: Delphi is the single largest global supplier of
                  vehicle electronics, transportation components,
                  integrated systems and modules, and other
                  electronic technology.  The Company's technology
                  and products are present in more than 75 million
                  vehicles on the road worldwide. See
                  http://www.delphi.com/

Chapter 11 Petition Date: October 8, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel:   John Wm. Butler Jr., Esq.
                    John K. Lyons, Esq.
                    Ron E. Meisler, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                    333 West Wacker Drive, Suite 2100
                    Chicago, IL 60606
                    Telephone (800) 718-5305
                    Fax (312) 407-0411

                        -- and --

                    Kayalyn A. Marafioti, Esq.
                    Thomas J. Matz, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                    Four Times Square
                    New York, NY 10036
                    Telephone (800) 718-5305
                    Fax (212) 735-2000

Debtors' Special
Corporate Counsel:  Douglas P. Bartner, Esq.
                    Shearman & Sterling LLP
                    599 Lexington Avenue
                    New York, NY 10022

Debtors' Special
Labor Counsel:      Robert A. Siegel, Esq.
                    Tom Jerman, Esq.
                    O'Melveny & Myers LLP
                    400 South Hope Street
                    Los Angeles, CA 90071-2899
                    Telephone (213) 430-6000
                    Fax (213) 430-6407

Debtors' Special
Employee Benefits
Counsel:            Lonie A. Hassel, Esq.
                    Groom Law Group Chartered
                    1701 Pennsylvania Avenue, NW
                    Washington, DC 20006-5893
                    Telephone (202) 857-0620
                    Fax (202) 659-4503

Debtors' Special
Conflicts Counsel:  Albert Togut, Esq.
                    Togut, Segal & Segal LLP
                    One Penn Plaza
                    New York, NY 10119
                    
Debtors' Financial
Advisor and
Investment Banker:  David L. Resnick
                    Managing Director
                    Rothschild Inc.
                    1251 Avenue of the Americas
                    New York, NY 10020
                    Telephone (212) 403-5252
                    Fax (212) 403-5454

Debtors'
Restructuring and
Financial Advisors: Randall S. Eisenberg
                    Senior Managing Director
                    FTI Consulting Inc.
                    Park One Center
                    6100 Oaktree Blvd., Suite 200
                    Cleveland, OH 44131
                    Telephone (216) 986-2750
                    Fax (216) 986-2749

Debtors' Claims
& Noticing Agent:   Eric S. Kurtzman, Esq.
                    Kurtzman Carson Consultants LLC
                    12910 Culver Boulevard, Suite I
                    Los Angeles, CA 90066
                    Telephone (310) 823-9000
                    Fax (310) 823-9133

Counsel to the
Prepetition
Lenders:            Kenneth S. Ziman, Esq.
                    Robert H. Trust, Esq.
                    Simpson Thacher & Bartlett LLP
                    425 Lexington Avenue
                    New York, NY 10017

Counsel to the
DIP Lenders:        Donald S. Bernstein, Esq.
                    Davis Polk & Wardwell
                    450 Lexington Avenue
                    New York, NY 10017

Financial Condition on August 31, 2005:

    Total Assets:       $17,098,734,530

    Total Liabilities:  $22,166,280,476


DELPHI CORP: Consolidated List of 50-Largest Unsecured Creditors
-------------------------------------------------------------
Delphi Corp. and its debtor-affiliates delivered a list of the
creditors holding the fifty largest unsecured claims on a
consolidated basis to the U.S. Bankruptcy Court for the Southern
District of New York.  The list is prepared in accordance with
Rule 1007(d) of the Federal Rules of Bankruptcy Procedure.  This
list does not include (1) persons who come within the definition
of an "insider" set forth in 11 U.S.C. Sec. 101(31), or (2)
secured creditors, unless the value of the collateral is such that
the unsecured deficiency places the creditor among the holders of
the fifty largest unsecured claims.

                                     Nature
Creditor                             of Claim      Claim Amount
--------                             --------      ------------
General Motors Corporation                        
300 Renaissance Center
P.O. Box 300
Detroit, MI 48265-3000
Tel: 313-665-4898 (Legal)            Trade    
Tel: 313-556-5000 (Main)             Warranty
Fax: 517-272-3709                    and
Attn: Attn: John Devine, CFO         Other              Unknown

International Union of
Electronic, Electrical,
Salaried, Machine and
Furniture Workers -
Communications Workers of
America
501 3rd Street N.W., 6th Floor
Washington, D.C. 20001
Tel: 202-434-1156                    Wages
Fax: 202-434-1343                    and
Attn: James D. Clark,                Benefits           Unknown

Pension Benefit Guaranty Corp.
1200 K Street, N.W.
Washington, D.C. 20005
Tel: 202-326-4020
Fax: 202-326-4112
AttnL Jeffrey Cohen,                 Pension
Chief Counsel                        Guaranty           Unknown

United Auto Workers
8000 E. Jefferson
Detroit, MI 48214
Tel: 313-926-5000
Fax: 313-823-6016                    Wages
Attn: Richard Shoemaker, Vice        and
President & Director GM Dept.        Benefits           Unknown

United Steel Workers
5 Gateway Center
Pittsburgh, PA 15222
Tel: 412-562-2400                    Wages
Fax: 412-562-2484                    and
Attn: Leo W. Gerard, President       Benefits           Unknown

Wilmington Trust Company
Corporate Trust Office               6.55% Notes
1100 North Market Street               due 2006    $500,000,000
Rodney Square North                  6.50% Notes
Wilmington, DE 19890                   due 2009    $500,000,000
Tel: 302-636-6058                    6.50% Notes
Fax: 302-636-4143                      due 2013    $500,000,000
Steven M. Cimalore,                  7.125% Notes
Vice President                         due 2029    $500,000,000

Law Debenture Trust Company
of New York
Corporate Trust Office
780 Third Ave, 31st Floor
New York, NY 10017
Tel: 212-750-6474
Fax: 212-750-1361

    - and -

Wilmington Trust Company
Corporate Trust Office
1100 North Market Street
Rodney Square North
Wilmington, DE 19890
Tel: 302-636-6058
Fax: 302-636-4143                    Junior
Attn: Patrick Healy, VP              Subordinated
and Steven M. Cimalore, VP           Notes         $412,371,975

Flextronics Int'l Asia Pacific
2 Robbins Road
Westford, MA 01886
Tel: 978-392-3015
Fax: 978-392-3011
Attn: Joe Minville, Sr.
Director, Business Development,
Global Automotive Markets            Trade          $40,781,535

Freescale Semiconductor Inc
6501 William Cannon Drive West
Austin, TX 78735-8598
Tel: 512-895-2093
Fax: 512-895-8746
Attn: Paul Grimme, Senior Vice
President and General Manager,
Transportation and Standard
Products Group                       Trade          $22,710,027

Robert Bosch Corporation
38000 Hills Tech Drive
Farmington Hills, MI 48331-3417
Tel: 248-848-2555
Fax: 248-848-6505
Attn: Linda Lynch,
Sales Manager,
General Motors N.A.                  Trade          $15,069,265

Siemens Automotive Ltd
2400 Executive Hill Blvd.
Auburn Hills, MI 48326-2980
Tel: 248-209-5874
Fax: 248-209-7877
Attn: Peter H. Huizinga, Sales
Manager, North American Sales        Trade          $13,619,300

PBR Automotive USA Pacific
Group Ltd
140 Ellen Drive
Orion Township, MI 48359
Tel: 248-340-1290
Fax: 248-377-4939
Attn: Gordon Diag, VP                Trade          $10,542,285

DMC 2 Canada Corporation
2347 Commercial Drive
Auburn Hills, MI 48326
Tel: 248-292-2261
Fax: 248-340-2471
Bill Staron, Senior VP               Trade           $8,976,696

NEC Electronics Inc
Three Galleria Tower
13155 Noel Road, Ste 1100
Dallas, TX 75240
Tel: 972-855-5126
Fax: 972-655-5133
Attn: Jim Trent, General
Manager, Automotive SBU              Trade           $8,896,819

HSS LLC
5446 Dixie Highway
Saginaw, MI 48601
Tel: 989-777-2983
Fax: 989-777-4818
Attn: David Bader, President         Trade           $8,296,550

Tyco Electronics Corp
Amperestrabe 12-14
Bensheim, Germany D-64625
Tel: 49-0-62-51-133-1-202
Fax: 49-0-62-51-133-1-548

   - and -

Tyco Electronics Corp
P.O. Box 3608
Harrisburg, PA 17105-3608
Tel: 717-592-2298
Fax: 717-592-7555
Attn: Dr. Jurgen W. Gromer,
Vice President Tyco International
Ltd., President and CEO
Tyco Electronics Corp.               Trade           $8,278,304

Molex Inc
222 Wellington Court
Lisle, IL 60532-1682
Tel: 630-718-5888
Fax: 630-813-5888
Attn: Ron Schubel, Executive
Vice President, President
Americas Region                      Trade           $8,014,656

Panasonic Automotive
26455 American Drive
Southfield, MI 48034
Tel: 248-447-7111
Fax: 248-447-7008
Attn: Vince Sarrecchia,
President, Headquarters              Trade           $7,429,854

Olin Corp
427 N Shamrock Street
East Alton, IL 62024-1174
Tel: 618-258-26664
Fax: 618-258-3481
Attn: Devin Denner, Sales Manager    Trade           $7,231,721

Methode Electronics Inc
7401 W. Wilson
Chicago, IL 60706
Tel: 708-867-6777
Fax: 708-867-3288
Attn: Don Duda, President            Trade           $6,397,471

SGS Thompson
Victor Park West
19575 Victor Parkway
Livonia, MI 48152
Tel: 734-953-1711
Fax: 734-462-4034
Scott Shilling, Sales Director       Trade           $6,386,126

Philips Semiconductors
1817 Dogwood Drive
Kokomo, IN 46902
Tel: 765-868-3861
Fax: 765-452-9915
Attn: Sam L. Trency,
Global Account Manager, Kokomo       Trade           $6,242,258

Infineon Technologies
P.O. Box 80 09 49
Munich, Germany 81609
Tel: 49-0-89-234-8-52-00
Fax: 49-0-89-234-8-52-02

   - and -

Infineon Technologies
St.-Martin-Strasse 53
Munich, Germany 81669
Attn: Peter Bauer, Executive
Vice President                       Trade           $5,582,352

Aw Transmission Engineering Aisin
Seiki Co Ltd
Metro West Industrial Park
14933 Keel St
Plymouth, MI 48170
Tel: 734-416-1162
Fax: 734-416-3844
Ryo Ishibashi, Sales Contact
   - and -
Kenji Ito, VP
   - and -
Larry Khaykin, Sr. Sales Manager     Trade           $5,509,700

Applied Bio Systems
850 Lincoln Centre Drive
Foster City, CA 94404
Tel: 650-638-6431
Fax: 650-638-5998
Attn: Ann Wagoner                    Trade           $5,491,366

Alps Automotive Inc
1500 Atlantic Blvd.
Auburn Hills, MI 48326
Tel: 248-393-7626
Fax: 248-391-1564
Attn: Muneki Ishida,
General Sales Manager                Trade           $5,182,441

Texas Instruments Inc
12900 North Meridian Street
Suite 175 Ms 4070
Carmel, IN 46032
Tel: 317-574-2626
Fax: 317-573-6410
Attn: Brent Mewhinney,
US Automotive Sales Manager          Trade           $5,041,608

Hitachi Automotive
955 Warwick Rd
Harrodsburg, KY 40330
Tel: 248-482-0085
Fax: 248-474-5097

   - and -

Hitachi Automotive
34500 Grand River Avenue
Farmington Hills, MI 48335
Attn: Darrell Seitz, Senior
Account Manager                      Trade           $4,979,093

Sharp Electronics Corp
2613-1, Chinomoto, Cho, Tenri
Nara, Japan 632-8567
Tel: 81-743-65-4317
Fax: 81-743-65-2809
Attn: Akihiko Imaya,
Group Deputy General Manager         Trade           $4,974,247

Semiconductor Components
2000 S County Trail
East Greenwich, RI 02818
Tel: 734-953-6848
Fax: 734-953-6860
Attn: Lance Williams,
Director of Sales                    Trade           $4,865,672

TRW Automotive
12000 Tech Center Drive
Livonia, MI 48150
Tel: 734-266-3507
Fax: 734-266-5704
Attn: John Nielsen,
Director, Sales                      Trade           $4,821,907

ISI of Indiana Inc
1212 East Michigan St.
Indianapolis, IN 46202
Tel: 317-631-7980
Fax: 317-631-7981
Attn: Brad Countryman                Trade           $4,760,039

Traxle Manufacturing Ltd
25300 Telegraph Rd.
Ste 450 Raleigh Office Center
Southfield, MI 48034
Tel: 248-355-3533
Fax: 248-355-3558
Attn: Russ Pollack,
Director of Sales                    Trade           $4,744,747

Waupaca Foundry Inc
311 S Tower Rd
Waupaca, WI 54981-0249
Tel: 715-258-6611
Fax: 715-258-1712
Gary Thoe, Chairman                  Trade           $4,684,195

Hitachi Chemical Asia Pacific
Bedok Plant: 20, Bedock South Road
Singapore, Singapore 469277
Tel: 6241-9811
Fax: 5455-407

   - and -

Hitachi Chemical Asia Pacific
Loyang Plant: 32, Loyang Way
Singapore, Singapore 508730
Tel: 6542-8511
Attn: Y. Yokoya,
Deputy Managing Director             Trade           $4,562,688

American Axle & Manufacturing Inc.
One Dauch Drive
Detroit, MI 48211-1198
Tel: 313-758-4217
Fax: 313-974-2870
Attn: Joel Robinson, President
   - and -
Bob Finn, CEO                        Trade           $4,525,561

TDK Corporation Of America
1221 Business Center Drive
Mount Prospect, IL 60056
Tel: 847-803-6100
Fax: 847-803-1125
Attn: Frank H. Avant, President      Trade           $4,466,206

Pioneer Industrial Components
(Pioneer Automotive Electronics
Sales, Inc.)
22630 Haggerty Road
Farmington, MI 48335
Tel: 248-449-6799
Fax: 248-449-1940
Attn: Kevin M. Martin
Senior VP, Sales                     Trade           $4,189,855

Fujitsu Ten Corporation
46029 Five Mile Road
Plymouth, MI 48170
Tel: 734-414-6651
Fax: 734-414-6660
Attn: Chet Korzeniewski,
V.P., Sales and Marketing            Trade           $4,156,580

Solectron De Mexico SA de CV
Solectron Invotronics
26525 American Drive
Southfield, MI 48034
Tel: 248-263-8714
Fax: 248-263-8701
Attn: Ed Mike, Sales Manager         Trade           $4,129,744

TI Group Automotive System
12345 E Nine Mile
Warren, MI 48090
Tel: 586-755-8312
Fax: 586-427-3175
Attn: Tim Kuppler, Vice President    Trade           $3,990,388

Timken Company
31100 Telegraph Road, Suite 270
Bingham Farms, MI 48025
Tel: 248-554-4882
Fax: 248-433-2253
Attn: Brian Ruel, Director, Sales    Trade           $3,619,957

Engelhard Corporation
101 Wood Ave
Iselin, NJ 08830
Tel: 732-205-6497
Fax: 732-906-0337
Attn: Barry Perry, Chairman & CEO    Trade           $3,577,915

Cataler North America Corp.
7800 Chihama
Kakegawa-City Shizuoka, Japan
Tel: 81-537-72-3131
Fax: 81-537-72-2829
Attn: Hironobu Ono, President        Trade           $3,462,855

Pechiney Rolled Products
39111 W Six Mile Rd.
Livonia, MI 48152
Tel: 734-632-8484
Fax: 734-632-8483
Attn: Jim Offer, Sales Manager       Trade           $3,393,879

Autocam Corporation
East Paris Avenue
Kentwood, MI 49512
Tel: 616-541-8551
Fax: 616-698-6876
Attn: Scott Dekoker,
Customer Manager                     Trade           $3,352,518

Futaba Corp Of America
2865 Wall Triana Hwy
Huntsville, AL 35824
Tel: 256-461-7348
Fax: 256-461-7741
Attn: Joe M. Dorris, President       Trade           $3,350,622

Victory Packaging
3555 Timmons Lane, Suite 1440
Houston, TX 77027
Tel: 713-961-3299
Fax: 713-961-3824
Attn: Robert Egan, President         Trade           $3,327,441

Murata Electronics North
2200 Lake Park Drive
Smyrna, GA 30080-7604
Tel: 770-433-7846
Fax: 678-842-6625
Attn: David M. McGinnis,
Director Automotive Sales            Trade           $3,234,841

Niles USA Inc
41129 Jo Drive
Novi, MI 48375
Tel: 248-427-9700
Fax: 248-427-9701
Attn: Michael Rudnicki,
Account Manager
   - and -
Scot McColl, Business Unit Manager   Trade           $3,171,181


DELPHI CORP: GM Expects No Immediate Impact on Delphi's Chapter 11
------------------------------------------------------------------
General Motors Corp. (NYSE: GM) said it expects no immediate
effect on its global automotive operations as a result of Delphi
Corporation's Chapter 11 filing.  Delphi is GM's largest supplier
of automotive systems, components and parts, and GM is Delphi's
largest customer.

GM will work constructively in the court proceedings with Delphi,
its unions and other participants in Delphi's restructuring
process.  GM's goal is to pursue outcomes that are in the best
interests of GM and its stockholders, and that enable Delphi to
continue as an important supplier to GM.

Delphi has indicated to GM that it expects no disruption in its
ability to supply GM with the systems, components and parts it
needs as Delphi pursues a restructuring plan under the Chapter 11
process.  Although, the challenges faced by Delphi during its
restructuring process could create operating and financial risks
for GM, that process is also expected to present opportunities for
GM.

For example, on the one hand, Delphi or one or more of its
affiliates may reject or threaten to reject individual contracts
with GM, either for the purpose of exiting specific lines of
business or in an attempt to increase the price GM pays for
certain parts and components.  As a result, GM might be adversely
affected by disruption in the supply of automotive systems,
components and parts which could potentially force the suspension
of production at GM assembly facilities.

On the other hand, GM estimates that it currently pays a purchase
price premium to Delphi in the aggregate of approximately
$2 billion a year above globally competitive market prices for
systems, components and parts purchased from Delphi's North
American operations.  GM believes that a restructuring of Delphi
through the Chapter 11 process provides it with an opportunity to
reduce or eliminate that purchase price premium, over time, as
well as improve the quality of systems, components and parts it
procures.

Another risk is that various financial obligations Delphi has to
GM as of the date of Delphi's filing for Chapter 11, may be
subject to compromise in the Chapter 11 proceedings resulting in
GM receiving payment of only a portion of the face amount owed by
Delphi.  GM will seek to minimize this risk by protecting its
right of set-off against amounts it owes to Delphi as of the date
of Delphi's Chapter 11 filing, currently estimated at
$1.2 billion.  However, the extent to which these obligations are
covered by GM's right to set-off may be subject to dispute by
Delphi or its other creditors.  Given that the bankruptcy court
will resolve any such disputes, GM cannot provide any assurance
that it will be able to fully or partially set-off such amounts.  
The financial impact of a substantial compromise of the
$1.2 billion could have a material adverse impact on the financial
position of GM.

In connection with GM's split-off of Delphi Corporation in 1999,
GM entered into separate agreements with the United Automobile
Workers (UAW), International Union of Electrical Workers and the
United Steel Workers.  In each of these three agreements (Benefit
Guarantee Agreement(s)), GM provided contingent benefit guarantees
to make payments for limited pension and post retirement health
care and life insurance benefits (OPEB) to certain former GM U.S.
hourly employees who transferred to Delphi as part of the split-
off and meet the eligibility requirements for such payments
(Covered Employees).

Each Benefit Guarantee Agreement contains separate benefit
guarantees relating to pension, post retirement health care and
life insurance benefits.  These limited benefit guarantees each
have separate triggering events that initiate potential GM
liability if Delphi fails to provide the corresponding benefit at
the required level.  Therefore, it is possible that GM could incur
liability under one of the guarantees (e.g. pension) without
triggering the other guarantees (e.g. post retirement health care
or life insurance).  In addition, with respect to pension
benefits, GM's obligation under the pension benefit guarantees
only arises to the extent that the combination of pension benefits
provided by Delphi and the PBGC falls short of the amounts GM has
guaranteed.

The Chapter 11 filing by Delphi does not by itself trigger any of
the benefit guarantees.  In addition, the benefit guarantees
expire on Oct. 18, 2007, if not previously triggered by Delphi's
failure to pay the specified benefits.  If a benefit guarantee is
triggered before its expiration date, GM's obligation could extend
for the lives of affected Covered Employees, subject to the
applicable terms of the pertinent benefit plans or other relevant
agreements.

The benefit guarantees do not obligate GM to guarantee any
benefits for Delphi retirees in excess of the levels of
corresponding benefits GM provides at any given time to GM's own
hourly retirees.  Accordingly, if any of the benefits GM provides
to its hourly retirees are reduced, there would be a similar
reduction in GM's obligations under the corresponding benefit
guarantee.

A separate agreement between GM and Delphi requires Delphi to
indemnify GM if and to the extent GM makes payments under the
benefit guarantees to the UAW employees or retirees.  Today, GM
received a notice from Delphi, that in the opinion of its Chief
Restructuring Officer, it was more likely than not that GM would
become obligated to provide benefits pursuant to the benefit
guarantees to the UAW employees or retirees.  The letter went on
to state that Delphi was unable at this time to estimate the
timing and scope of any benefits GM might be required to provide
under those benefit guarantees.  Any recovery by GM under
indemnity claims against Delphi could be significantly limited as
a result of the Delphi reorganization proceeding.  As a result,
GM's claims for indemnity may not be paid in full.

GM is evaluating whether it is possible to reasonably estimate the
financial impact that the Corporation may eventually sustain, if
any, due to the benefit guarantees, for numerous reasons
including:

  (1) GM does not know whether the obligation to make any
      payments under the benefit guarantees will be triggered.  

  (2) There are substantial uncertainties regarding the
      interpretation of the benefit guarantees.  

  (3) It is impossible to predict what the impact of the Delphi
      bankruptcy will be on the benefits addressed by the benefit
      guarantees, including:

         -- whether Delphi will be permitted by the Court to
            terminate its pension or OPEB plan for hourly workers
            and retirees; or

         -- reduce the benefits under those plans, and the
            magnitude of any changes granted.  

  (4) The number of former GM employees who will be covered under
      the guarantees is unknown.

  (5) The nature and amount of any payments GM may receive from
      the Chapter 11 estate of Delphi in consideration for
      Delphi's commitment to indemnify GM for liabilities arising
      under the benefit guarantees are not presently estimable.

  (6) GM's financial exposure is likely to be effected by the
      outcome of various negotiations between GM and Delphi,
      between Delphi and various unions and between GM and those
      same unions, and the impact of those negotiations on GM is
      not estimable.

  (7) It is not possible to ascertain the extent to which any
      payments made by the PBGC will lessen GM's obligations under
      the pension guarantee.

GM continues to evaluate the relevant facts and circumstances in
order to make an appropriate determination as to when and to what
extent it should record a liability due to the Delphi Chapter 11
filing.

GM currently believes that it is not probable that it has incurred
a liability due to Delphi's Chapter 11 filing.  It further
believes that it is not presently able to estimate the amount, if
any, it may ultimately pay under the benefit guarantees due to the
foregoing uncertainties.  The range of GM's contingent exposure
extends from there being potentially no material financial impact
to the company if the guarantees are not triggered, to
approximately $10 to $11 billion at the high end, with amounts
closer to the midpoint being considered more possible than amounts
towards either of the extreme ends of this range.  These views
reflect GM's current assessment that it is unlikely that a
Chapter 11 process will result in both a termination of Delphi's
pension plan and complete elimination of its OPEB plans.

                      Cash Flow Impact

With respect to the possible cash flow impact on GM related to its
ability to make either pension or OPEB payments, if any are
required under the benefit guarantees, GM would expect to make
such payments from ongoing operating cash flow and financings.  
These payments, if any, are not expected to have a material impact
on GM's cash flows in the short-term.  However, if payable, these
payments would be likely to increase over time, and could have a
material impact on GM's liquidity in coming years.  (For
reference, Delphi's 2004 Form 10K reported that its total cash
outlay for OPEB for 2004 was $226 million which included $154
million for both hourly and salaried retirees (the latter of which
are not covered under the benefit guarantees), plus $72 million in
payments to GM for certain former Delphi hourly employees that
flowed back to retire from GM).  If benefits to Delphi's U.S.
hourly employees under Delphi's pension plan are reduced or
terminated, the resulting impact on GM cash flows in future years
due to the Benefit Guarantee Agreements is currently not
estimable.

Headquartered in Troy, Michigan, Delphi Corp. --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


DIGITAL VIDEO: Posts $2.6 Mil. Net Loss for Quarter Ended June 30
-----------------------------------------------------------------
Digital Video Systems, Inc., delivered its financial results for
the quarter ended June 30, 2005, to the Securities and Exchange
Commission on Sept. 28, 2005.

The Company reports a loss of $2,594,000 for the quarter ended
June 30, 2005, compared to a $2,379,000 net loss for the same
period in 2004.  At June 30, 2005, the Company's balance sheet
showed $34,493,000 of assets and liabilities totaling $32,036,000.

Digital Video has incurred net losses from operations for the last
three years and three months ended June 30, 2005, and has
accumulated deficit of $93.7 million and a working capital deficit
of $7.5 million at June 30, 2005.

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

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

                      Nasdaq Delisting

On July 13, 2005, the Company received a letter stating that the
Nasdaq Listing Qualifications Panel had determined to delist the
securities of the Company effective as of the opening of business
on July 15, 2005.  

The delisting was based on the Company's ongoing non-compliance
with the Nasdaq's shareholders' equity and filing requirements.  
As of March 31, 2005 and December 31, 2004, Digital Video showed a
stockholders' deficit of $4.7 million and $0.3 million,
respectively and therefore is not in compliance with the
shareholders equity requirement.

Nasdaq also reminded the Company that it had not filed a Form
10Q/A with the required SAS review, nor had it given the Panel any
expected filing date, but rather asked the Panel to take no action
as the Company completes its review process.  The Company
requested a review of the Nasdaq's decision and is currently
preparing a response to the Nasdaq.

                     Going Concern Doubt

Stonefield Josephson, Inc., of San Francisco, California,
expressed substantial doubt about Digital Video's ability to
continue as a going concern after it audited the Company's
financial statements for the year ended Dec. 31, 2004.  The
auditing firm pointed to the Company's recurring losses from
operations, working capital deficiency and deficit in
stockholders' equity.

                     About Digital Video

Headquartered in Palo Alto, California, Digital Video Systems,
Inc., -- http://www.dvsystems.com/-- is a publicly held company  
specializing in the development and application of digital video
technologies enabling the convergence of data, digital audio,
digital video and high-end graphics.   The Company has a 51%
ownership interest in a subsidiary in South Korea -- DVSK, which
generates most of the Company's revenues.  DVSK has a majority
ownership interest in a manufacturing joint venture in China where
a significant portion of Digital Video Systems' production is
performed and additional revenues are generated.


DOW JONES: Fitch Holds Low-B Ratings on Three Bond Funds
--------------------------------------------------------
Fitch Ratings upgrades the bond fund volatility ratings and
affirms the bond fund credit ratings of three of the Dow Jones
CDX.NA.HY.3 trusts.  The credit-linked certificates of each trust
enable investors to gain funded nonlevered exposure to the
reference entities of the Dow Jones CDX.NA.HY.3 credit default
swap index of non-investment grade corporations.

The exposure to the index constituents is obtained via credit
default swaps between the trust and 10 major financial
institutions.  The obligations of the trust under the credit
default swaps are collateralized via a reverse repurchase
agreement.

Fitch upgrades these volatility ratings of the trusts:

      -- Dow Jones CDX.NA.HY.3 Trust 1 December 2009 to 'V3' from
         'V4';
      -- Dow Jones CDX.NA.HY.3 Trust 2 December 2009 to 'V3' from
         'V4';
      -- Dow Jones CDX.NA.HY.3 Trust 3 December 2009 to 'V3' from   
         'V4'.

In addition, Fitch affirms the bond fund credit ratings:

      -- Dow Jones CDX.NA.HY.3 Trust 1 December 2009 at 'B+';
      -- Dow Jones CDX.NA.HY.3 Trust 2 December 2009 at 'BB';
      -- Dow Jones CDX.NA.HY.3 Trust 3 December 2009 at 'B'.

As the Dow Jones.NY.HY.3 trusts approach their scheduled maturity
date of Dec. 29, 2009, the time remaining in the protection period
of the certificates has decreased.  Subsequently, the market-risk
exposure has decreased, thereby warranting an upgrade of the
volatility rating.

Fitch's bond fund credit rating is based on the weighted average
credit rating of the underlying reference entities.  The bond fund
volatility rating reflects the relative sensitivity of the fund's
total return and market price to changes in interest rates and
other market conditions.

Fitch's bond fund credit and volatility ratings do not address the
likelihood of a timely or ultimate payment of interest or
principal of the securities issued by the trust and should not be
considered as a substitute for Fitch's international long- or
short-term credit ratings.  Fitch's rating also does not address
the risk associated with the ability of the Credit Default Swap
Counterparties, the Repo Counterparty, and the Trust Property to
provide payment to the trust.

Funds rated in the 'V3' category are considered to have moderate
market risk.  Total returns perform consistently over
intermediate- to long-term holding periods but will exhibit some
variability over shorter periods due to greater exposure to
interest rates and changing market conditions.  Fund volatility
ratings are assigned on a scale of 'V1' (least volatile) through
'V10' (most volatile).


EAGLE FAMILY: S&P Holds Junk Ratings on Subordinated Debt
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on dry-
grocery food products producer and distributor Eagle Family Foods
Inc. to negative from stable.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit and 'CCC' subordinated debt ratings on the Gahanna, Ohio-
based company.  Standard & Poor's estimates that Eagle had about
$197.7 million of total debt outstanding at July 2, 2005.

The outlook revision reflects our heightened concerns regarding
Eagle's weakened operating performance and financial condition for
the fiscal year ended July 2, 2005.  "Credit measures have eroded
further because of higher debt levels associated with the
acquisition of Milnot Holding Corp. in December 2004; lower EBITDA
due to increases in production costs associated with a change in
sales mix; and higher raw material, plant, and distribution
costs," said Standard & Poor's credit analyst Alison Sullivan.  As
a result, financial cushion on Eagle's bank loan covenants was
very limited at the end of fiscal 2005.


EGAIN COMMS: Posts $842,000 Net Loss in Fiscal 2005
---------------------------------------------------
eGain Communications Corporation delivered its annual report on
Form 10-K for the fiscal year ended June 30, 2005, to the
Securities and Exchange Commission on Sept. 28, 2005.

The Company incurred a net loss of $842,000 for the fiscal year
ended June 30, 2005 compared to a net loss of $4,894,000 in fiscal
2004.  The Company recorded income from operations of $212,000 in
fiscal 2005, compared to net losses from operations of
$4.4 million in fiscal 2004 and $11.6 million in fiscal 2003.  

At June 30, 2005, the Company's balance sheet showed $15,904,000
of assets and liabilities totaling $17,308,000.  As of June 30,
2005, eGain's cash and cash equivalents were $4.5 million compared
to $5.2 million on June 30, 2004 and $4.4 million on June 30,
2003.  The Company had working capital of $794,000 at June 30,
2005 compared to $2 million at June 30, 2004.

                     Going Concern Doubt

BDO Seidman, LLP, audited the Company's financial statements for
the fiscal year ending June 30, 2005 and 2004.  The auditors
issued a clean and unqualified opinion.

In 2004, Ernst & Young, LLP, expressed substantial doubt about
eGain's ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended June 30,
2003.  The auditing firm pointed to the Company's significant
operating losses and negative cash flows since inception.

These conditions have continued to prevail despite an increase in
revenue for fiscal 2005.  Overall revenue, consisting of license,
support and services revenue, was $20.4 million, $19.6 million,
and $22.1 million in fiscal years 2005, 2004, and 2003,
respectively.  In fiscal year 2005, overall revenue increased 4%,
or $825,000 compared to fiscal year 2004.  The Company's net
revenues increased to $20.4 million in fiscal year 2005 from
$19.6 million in fiscal year 2004.

                     Nasdaq Delisting

In Feb. 2004, the Company was delisted from the Nasdaq SmallCap
Market due to noncompliance with Marketplace Rule 4310(c)(2)(B).
Rule 4310(c)(2)(B) requires companies listed to have a minimum of:

     - $2,500,000 in stockholders' equity; or

     - $35,000,000 market value of listed securities; or

     - $500,000 of net income from continuing operations for the
       most recently completed fiscal year or two of the three
       most recently completed fiscal years.

The Company's common stock now trades in the over-the-counter
market on the OTC Bulletin Board under the symbol: EGAN.OB

              About eGain Communications

Headquartered in Mountain View, California, eGain Communications
Corporation -- http://www.egain.com/-- is a provider of customer  
service and contact center software and services.  eGain
Service(TM) 7, the company's software suite, available licensed or
hosted, includes integrated applications for customer email
management, live web collaboration, service fulfillment, knowledge
management, and web self-service.  These applications are built on
the eGain Service Management PlatformT, designed to be a scalable
next-generation framework that includes end-to-end service process
management, multi-channel, multi-site contact center management, a
flexible integration approach, and certified out-of-the-box
integrations with leading call center, content and business
systems.


ENDURANCE SPECIALTY: Selling $200 Mil. Series A Preferred Shares
----------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH) agreed to sell $200
million of its 7.75% Non-Cumulative Preferred Shares, Series A,
with a liquidation preference of $25.00 per share.  The Series A
Preferred Shares have been approved for listing on the New York
Stock Exchange under the symbol "ENHPRA," subject to official
notice of issuance.  

The joint book-running managers for the offering are Deutsche Bank
Securities and Merrill Lynch & Co.  The Series A Preferred Shares
are being offered under Endurance's Form S-3 shelf registration
statement.  Endurance expects to use the proceeds from the sale of
its Series A Preferred Shares to provide additional capital to its
subsidiaries and for other general corporate purposes.

Any offering of the ordinary shares will be made only by means of
a written prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.  Copies of the written
prospectus relating to the announced offering of Series A
Preferred Shares may be obtained from the offices of Merrill Lynch
& Co., 4 World Financial Center, North Tower, 250 Vesey Street,
New York, New York 10080 and Deutsche Bank Securities, 60 Wall
Street, New York, New York 10005.

Endurance Specialty Holdings Ltd. -- http://www.endurance.bm/--  
is a global provider of property and casualty insurance and
reinsurance.  Through its operating subsidiaries, Endurance
currently writes property per risk treaty reinsurance, property
catastrophe reinsurance, casualty treaty reinsurance, property
individual risks, casualty individual risks, and other specialty
lines.  Endurance's headquarters are located at Wellesley House,
90 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing address
is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48 Par-
la-Ville Road, Hamilton HM 11, Bermuda.

                           *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BBB' counterparty
credit and senior debt ratings on Endurance Specialty Holdings
Ltd. (NYSE:ENH; Endurance).

The outlook is positive.

At the same time, Standard & Poor's assigned its 'BBB' preliminary
senior debt rating, 'BBB-' preliminary subordinated debt rating
and 'BB+' preliminary preferred stock rating to Endurance
following the company's increasing its existing universal shelf to
$750 million in debt capacity from the existing $250 million.


ENESCO GROUP: Reduces Corporate Overhead Costs in U.S. & U.K.
-------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) reported a corporate downsizing in
both its U.S. and U.K. operations in an effort to reduce overhead
costs.

The Company anticipates total charges associated with the U.S. and
U.K. workforce reductions of approximately $691,000, which will be
recorded in the third and fourth quarters of 2005.  Enesco expects
annual cost savings from the salary expense reduction to be
approximately $670,000 in the U.S., which is included in the cost
savings of $34 million to $38 million previously announced as part
of the Company's operational improvement plan.  Enesco expects
additional annual costs savings of approximately $1 million to
result from the U.K. salary expense reduction.

In the U.S., the downsizing primarily affected the areas of
finance, information technology, marketing and communications.
In the U.K., the downsizing was focused on the elimination of
redundancies within the organization and was completed across all
areas of the business.

"We recently unveiled an operational improvement plan that
includes a major initiative to bring corporate overhead expenses
in line with the size of our current business," said Cynthia
Passmore-McLaughlin, president and CEO.  "We remain committed to
improving the Company's profitability and having the right
infrastructure in place to grow over time.  This is the first step
in implementing the improvement plan to support our core business.  
We expect to continue implementing of the plan throughout next
year and anticipate the benefits from our initiatives to be fully
reflected in our 2007 financials."

Enesco Group, Inc. -- http://www.enesco.com/-- is a world leader   
in the giftware, and home and garden decor industries.  Serving
more than 30,000 customers globally, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.
Internationally, Enesco serves markets operating in Europe,
Canada, Australia, Mexico, and Asia.  With subsidiaries located in
Europe and Canada, and a business unit in Hong Kong, Enesco's
international distribution network is a leader in the industry.
The Company's product lines include some of the world's most
recognizable brands, including Heartwood Creek, Walt Disney
Company, Walt Disney Classics Collection, Pooh & Friends, Jim
Shore, Foundations, Circle of Love, Nickelodeon, Bratz, Halcyon
Days, Lilliput Lane and Border Fine Arts, among others.

At June 30, 2005, Enesco's balance sheet showed $156.7 million in
assets and liabilities totaling $85.7 million.    

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Enesco Group, Inc. amended its current U.S. credit facility,
effective as of Aug. 31, 2005.  The ninth amendment reset the
Company's minimum EBITDA and capital expenditure covenants through
the facility termination date, Dec. 31, 2005, based on the
Company's reforecast and long-term partnership with Bank of
America, as successor to Fleet National Bank, and LaSalle Bank.   
The Company is aggressively pursuing a replacement senior credit
facility.   

               What Happened to Precious Moments?    

On May 17, 2005, pursuant to a Seventh Amendment and Termination
Agreement, Enesco, Inc., terminated its license agreement with
Precious Moments, Inc. to sell Precious Moments licensed products.  
As part of the PM Termination Agreement, the Company also entered
into a Transitional Services Agreement with PMI in which the   
Company agreed to provide transitional services to PMI related to
its licensed inventory for a period of time, but ending not later
than December 31, 2006.


ENRON CORP: Inks Pact Allowing Goldman Sachs' Claim for $7 Million
------------------------------------------------------------------
Enron Credit Limited, an affiliate of Enron Corp., and Goldman
Sachs International were parties to various financial and energy
agreements.

In connection with certain of the ECL Agreements, Enron executed
a guaranty dated September 5, 2000, in favor of Goldman Sachs.

On November 29, 2001, ECL was placed into administration in the
United Kingdom.

On October 15, 2002, Goldman Sachs filed Claim No. 12632 against
Enron for $8,419,405 based on the Guaranty and on amounts
allegedly owing by ECL to GSI under the ECL Agreements.

On February 25, 2005, Enron filed an objection to the Claim.

The parties have resolved their disputes through a stipulation.
The parties agree that Claim No. 12632 will be allowed as a Class
4 general unsecured claim against Enron for $7,000,000.
Distributions on account of the claim will be made in accordance
with the Plan.

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

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


ENRON CORP: Product Transport Holds $3-Mil Allowed Unsecured Claim
------------------------------------------------------------------
On Oct. 9, 2002, Product Transport Corporation filed Claim No.
7543 for $3,485,750 in Enron Liquid Fuels, Inc.'s Chapter 11
case.

On Feb. 1, 2005, the Reorganized Debtors filed an objection
to the Claim, pursuant to which they sought to have the Claim
disallowed and expunged.  The Court sustained the Objection on
March 31, 2005.

On May 26, 2005, Product Transport filed a motion for
reconsideration and sought to have the Order vacated.

After negotiations, the parties agree that:

     1. the Order will be vacated as to the Claim pursuant to
        Section 502(j) of the Bankruptcy Code and Rule 3008 of the
        Federal Rules of Bankruptcy Procedure;

     2. the Claim will be allowed as a Class 39 general unsecured
        claim against ELFI for $3,164,000;

     3. the Motion to Reconsider is withdrawn with prejudice; and

     4. all scheduled liabilities related to Product Transport
        will be disallowed in their entirety in favor of the
        Allowed Claim.

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

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


ENTERGY NEW ORLEANS: Fitch Affirms CCC, CC & D Ratings
------------------------------------------------------
Fitch Ratings affirms the ratings of Entergy Arkansas, Inc.,
Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., System Energy Resources, Inc., and revises the
Rating Outlook for each of these companies to Negative from
Stable.

In its 8-K filing dated Oct. 4, 2005, Entergy Corp. estimated
repair and restoration costs from Hurricane Rita will be in the
range of $400 million to $550 million.  These costs are in
addition to the estimated $750 million to $1.1 billion of repairs
needed to fix damage from Hurricane Katrina.  

In Fitch's view, the incremental costs from the second hurricane
will further increase consolidated debt and reduce cash flow from
operations.  Recovery of storm costs could come through
traditional rate mechanisms, utility tariff securitization bonds,
or federal and/or state financial assistance.  The timing and
nature of any recovery is unknown.  Delayed cost recovery or
under-recovery could result in ratings downgrades for one or more
of these companies.  However, constructive regulatory orders
relating to the storm could result in a revision of the Rating
Outlook to Stable from Negative.

Fitch evaluates the issuers in the ETR group as separate entities
with distinct but linked ratings.  The rating linkage stems from
the utilities' participation in a shared money pool and reliance
upon a $2 billion parent company credit facility as their primary
sources of short-term financing.  Storm costs are expected to
increase outstanding debt at the parent company and/or affected
subsidiaries.  Lower cash flows from ELI and EGSI are likely to
increase pressure on EAI, EMI, and SERI to maintain or increase
upstream dividends to support parent company debt service and
other costs.

EGSI is at greatest risk of a rating downgrade.  The current high-
end estimate of repair and restoration costs for EGSI is $550
million.  Historically, the state regulatory environment for EGSI
has been difficult as its service territory is split between LA
and TX jurisdictions.

While the service territory of ELI sustained significant damage
from Katrina, its ratings are less at risk than those of EGSI.  
Before the hurricanes, ELI's credit measures were strong for its
rating category and provided a cushion to absorb much of the
negative financial impact from the storms.

EMI suffered some storm damage from Katrina and to a lesser extent
Rita, but the current high estimate of $105 million of combined
costs is relatively manageable.  Also, the Mississippi Public
Service Commission has demonstrated its support for maintaining
its utilities' credit quality.

SERI's fixed costs and debt service are recovered under
intercompany agreements with Entergy New Orleans, Inc., ELI, EMI,
and EAI (that is, all the operating utilities save EGSI).
Approximately 17% of SERI's costs are borne by ENOI.  Fitch's
current rating and Negative Outlook anticipate that ENOI's share
of the payments will be covered either by ENOI as debtor-in-
possession or by Entergy Corp. or other affiliates, in turn
supported by market sales of the power or use of the power to meet
other affiliates' demand.

These ratings have been affirmed and the Rating Outlook has been
revised to Negative from Stable by Fitch:

    Entergy Arkansas, Inc. (EAI)

      -- First mortgage bonds at 'BBB+';
      -- Pollution control revenue bonds at 'BBB';
      -- Preferred stock at 'BBB-'.

    Entergy Gulf States, Inc. (EGSI)

      -- First mortgage bonds at 'BBB';
      -- Pollution control revenue bonds at 'BBB-';
      -- Preferred stock at 'BB+'.

    Entergy Louisiana, Inc. (ELI)

      -- First mortgage bonds at 'BBB+';
      -- Pollution control revenue bonds at 'BBB';
      -- Preferred stock at 'BBB-'.

    Entergy Mississippi, Inc. (EMI)

      -- First mortgage bonds at 'BBB+';
      -- Preferred stock at 'BBB-'.

    System Energy Resources, Inc. (SERI)

      -- First mortgage bonds at 'BBB-';
      -- Senior unsecured debt at 'BBB-'.

These ratings are affirmed by Fitch:

    Entergy New Orleans, Inc. (ENOI)

      -- First mortgage bonds at 'CCC';
      -- Preferred stock at 'CC';
      -- Issuer default rating at 'D'.


ENTERPRISE PRODUCTS: Amended Facility Increases Loan to $1.4 Bil.
-----------------------------------------------------------------
Enterprise Products Operating L.P., the operating partner of
Enterprise Products Partners L.P. (NYSE:EPD), completed an
amendment to its multi-year revolving credit facility.

Total bank commitments increased from $750 million to
$1.25 billion.  The amendment also provided that the commitments
under the credit facility may be increased up to a maximum of
$1.4 billion upon the request of the partnership and subject to
the approval of the Administrative Agent and the satisfaction of
certain conditions.

The amendment also reduced the total of the facility fee and the
Eurodollar borrowing rate currently in effect by 0.375%.  The
maturity date of the credit facility was extended from Sept. 30,
2009 to Oct. 5, 2010.  Also under the terms of the amendment, the
partnership may request up to two one-year extensions of the
maturity date.  These requested extensions will become effective
subject to lender approval and satisfaction of certain other
conditions.  The amendment also removed the $100 million limit on
the total amount of standby letters of credit that can be
outstanding under the credit facility.

"We are pleased to complete this amendment which provides our
partnership with additional financial flexibility and reduces our
short-term cost of capital," stated Robert G. Phillips, President
and Chief Executive Officer of Enterprise.  "The increase in the
size of the credit facility and the other amendments to the
facility provide additional support as the partnership pursues its
growth objectives."

The Administrative Agent for the credit facility is Wachovia Bank,
National Association.  The Co-Syndication Agents are Citibank,
N.A. and JPMorgan Chase Bank and the Co-Documentation Agents are
Mizuho Corporate Bank, Ltd., SunTrust Bank and The Bank of Nova
Scotia. The joint lead arrangers are Wachovia Capital Markets,
LLC; Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

Enterprise Products Partners L.P. -- http://www.epplp.com/-- is  
one of the largest publicly traded energy partnerships with an
enterprise value of over $14 billion, and is a leading North
American provider of midstream energy services to producers and
consumers of natural gas, natural gas liquids and crude oil.  
Enterprise transports natural gas, NGLs and crude oil through
32,500 miles of onshore and offshore pipelines and is an industry
leader in the development of midstream infrastructure in the
Deepwater Trend of the Gulf of Mexico.  Services include natural
gas transportation, gathering, processing and storage; NGL
fractionation, transportation, storage, and import and export
terminaling; crude oil transportation and offshore production
platform services.

Enterprise Products Partners L.P. is managed by its general
partner, Enterprise Products GP LLC, which is wholly owned by
Enterprise GP Holdings L.P. (NYSE:EPE) --
http://www.enterprisegp.com/

                        *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Standard & Poor's Rating Services assigned its 'BB+' rating to
Enterprise Products Operating L.P.'s (BB+/Positive/--)
$500 million senior unsecured notes due 2010.

Proceeds from the issuance will be used for capital expenditure
programs and repaying almost $230 million of drawn capacity on its
$750 million revolver.

As of March 31, 2005, Houston, Texas-based Enterprise Products
Operating had about $4.3 billion of debt outstanding.


EPIXTAR CORP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Epixtar Corp.
             f/d/b/a Global Assets Holding Inc.
             f/d/b/a Pasta Bella, Inc.
             11900 Biscayne Boulevard, #700
             Miami, Florida 33181

Bankruptcy Case No.: 05-42040

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ameripages, Inc.                           05-42041
      Liberty Online Servies, Inc.               05-42042
      National Online Services, Inc.             05-42043
      Epixtar Marketing Corp.                    05-42044
      Voxx Corporation                           05-42045
      Epixtar Communications Corp.               05-42046
      Epixtar Int'l Contact Center Group, Inc.   05-42047
      NOL Group, Inc.                            05-42048
      B@B Advantage, Inc.                        05-42049

Type of Business: The Debtor aggregates contact center capacity  
                  and robust telephony infrastructure to deliver
                  comprehensive, turnkey services to the
                  enterprise market.  See http://www.epixtar.com/

Chapter 11 Petition Date: October 6, 2005

Court: Southern District of Florida (Dale)

Judge: A. Jay Cristol

Debtors' Counsel: Michael D. Seese, Esq.
                  Kluger, Peretz, Kaplan & Berlin, P.L.
                  201 South Biscayne Boulevard, 8th Floor
                  Miami, Florida 33131
                  Tel: (305) 379-9000

Financial Condition of Epixtar Corp. and Subsidiaries as of
June 30, 2005:

      Total Assets: $30,376,521

      Total Debts:  $39,158,724

The Debtors' of their 20 Largest Unsecured Creditors was not
available at press time.


EXIDE TECH: Murray Capital Alleges Securities Fraud in Lawsuit
--------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) and Deutsche Bank Securities
were named in a lawsuit alleging fraud and violations of the
Securities Exchange Act of 1934.

The lawsuit, brought by Murray Capital Management, Inc., alleges
violations by both Exide and Deutsche Bank Securities of the
Securities Exchange Act of 1934, common law fraud, negligent
misrepresentation, breach of fiduciary duty, negligence and unjust
enrichment associated with the sale by Exide of $290 million
principal amount of 10.50% senior notes and $60 million principal
amount of convertible floating rate notes issued in a private
placement on March 18, 2005.

Deutsche Bank Securities, acting as joint book running manager,
marketed the notes on behalf of Exide.  Deutsche Bank AG acts as
agent bank under Exide's senior bank facility.

The complaint, filed in the United States District Court, Southern
District of New York, also names Craig Muhlhauser, President and
CEO of Exide until his resignation in April 2005, and J. Timothy
Gargaro, Chief Financial Officer and Executive Vice President of
Exide.

Exide is also being sued by certain of its common stockholders in
two other lawsuits.  Furthermore, Exide has disclosed that it has
been informed by the Enforcement Division of the SEC that it has
commenced a preliminary inquiry into statements Exide made earlier
in 2005 about Exide's ability to comply with its fiscal 2005 loan
covenants and the going concern qualification in the audit report
in its Annual Report on Form 10-K for fiscal 2005 filed with the
SEC in June 2005.

Scott Beechert, General Counsel of Murray Capital Management,
Inc., stated that "we are seeking full recovery on behalf of our
clients for the decline we experienced in the value of our Exide
securities in May 2005."

As disclosed in Exide's Form S-3 filed on Sept. 14, 2005, Murray
Capital Management, Inc., notified Exide and Deutsche Bank
Securities in August of 2005 that Murray Capital Management
intended to pursue a recovery of its losses, including, if
necessary, through legal action.

Murray Capital Management, Inc., a private investment firm based
in New York City, was founded in 1995 and manages funds on behalf
of its clients in excess of $550 million.

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

                         *     *     *

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

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


FACTORY 2-U: Taps RBJ Group as Commercial Lease Auditor
-------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 Trustee overseeing the
liquidation of Factory 2-U Stores, Inc., and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware for authority to hire the RBJ Group, Inc., as his
commercial lease auditor.

Mr. Burtch selected RBJ Group as his commercial auditor because of
the Firm's extensive experience in reviewing all types of
commercial real estate leases.

RBJ Group will:

    a) review real estate agreements and pertinent accounting and   
       property tax records for the store locations at which the
       Debtor was previously a tenant to identify any overpayments
       made as a result of errors in accounting and lease
       administration;

    b) prepare the necessary correspondence and communicate
       directly with the landlord or its representative, and RBJ
       Group shall be authorized to contact, and negotiate with
       the landlord, and to recommend to the Trustee cash
       settlements of such overpayments;

    c) communicate with the Trustee and keep him informed of the
       status of communications concerning the overpayments, and
       among other things, RBJ Group shall provide the Trustee
       with copies of all correspondence, notes, analyses and
       other documents relating to the communications concerning
       the overpayments.

RGB Group will not handle any monies or funds.  All Settlement
concerning the overpayments will be subject to the Trustee and
Bankruptcy Court's approval.  

The Trustee agrees to pay RBG a commission equal to 40% of any
overpayments received by the Trustee.  The commission is payable
on an interim basis within five business days after any settlement
order is approved by the Bankruptcy Court.  RBJ Group will not
seek costs or expense reimbursement from the estate.

To the best of the Trustee's knowledge, RBJ Group does not hold
any interest adverse to the Debtor or its estate.

Based in Irvine, California, The RBJ Group, Inc.,
-- http://therbjgroup.com/-- is a commercial lease auditing and  
analysis consulting firm.  RBJ employs the latest techniques and
computerized models in its lease services, and is able to quickly
identify problems with compliance and the administration of
tenants' leases.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.,
-- http://www.factory2-u.com/-- operates a chain of off-price  
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US.  The stores sell branded casual
apparel for the family, as well as selected domestics, footwear,
and toys and household merchandise.  The Company filed for chapter
11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).  
The Court converted the Debtors' case into a chapter 7 proceeding
on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee.  M.
Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their bankruptcy
cases.  When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FLUORTEK INC: Case Summary & 42 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Fluortek, Inc.
             12 McFadden Road
             Easton, Pennsylvania 18045

Bankruptcy Case No.: 05-26129

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Fluortek Compounding, Inc.                 05-26130
      Botti, Inc.                                05-26132

Type of Business: The Debtor manufactures tubes and tubing.
                  See http://www.fluortek.com/

Chapter 11 Petition Date: October 3, 2005

Court: Eastern District of Pennsylvania (Reading)

Debtors' Counsel: Steven D. Usdin, Esq.
                  Adelman Lavine Gold and Levin, P.C.
                  Four Penn Center, Suite 900
                  Philadelphia, Pennsylvania 19103-2808
                  Tel: (215) 568-7515
                  Fax: (215) 557-7922

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Fluortek, Inc.               $1 Million to       $1 Million to
                             $10 Million         $10 Million

Fluortek Compounding, Inc.   $50,000 to          $1 Million to
                             $100,000            $10 Million

Botti, Inc.                  $50,000 to          $1 Million to
                             $100,000            $10 Million

A. Fluortek, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Canon Communications                             $68,573
11444 Olympic Boulevard
Los Angeles, CA 90064-1549

Staffing Alternatives                            $44,797
480 Georges Road
North Brunswick, NJ 08902

MET-ED                                           $18,526
76 South Main Street
Akron, OH 44309-3687

TEX LOC                                          $14,249

Express Services, Inc.                            $7,252

Township of Palmer-Sewer                          $6,277

Purolator EFP (United EFP)                        $6,209

Canterbury Engineering Co.                        $6,163

Precision Solutions Inc.                          $6,127

Servicemaster                                     $6,052

MD & M West 2006                                  $5,940

Royal Master Grinders, Inc.                       $5,893

BAX Global                                        $5,400

Astrel Inc.                                       $4,978

Ashland Chemical Co./General Polymers             $4,771

Caloric Color Inc.                                $3,889

Ray's Extrusion Die Service                       $3,700

Kelly Temporary Services                          $3,539

B&H Tool Co.                                      $3,409

Overnite Transportation Co.                       $3,171

B. Fluortek Compounding, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Connectivity Solutions Mfg., Inc.               $463,540
Division of Commscope
12000 L. Street
Omaha, NE 68137

Commsope Inc.                                   $206,570
3642 Highway 70 East
Claremont, NC 28610

Westlake Plastics Co.                            $45,040
West Lenni Road
Lenni, PA 19052-0217

Tyco Electonics/Madison Cable                    $34,812

Dyneon                                           $23,694

Saint-Gobain Advanced Ceramics                   $20,711

MED-ED                                           $13,864

Lehigh Concrete Technologies, Inc.               $13,155

American Leistritz                               $12,374

Custom Fab Solutions                             $10,090

Ring Transfer                                     $9,619

Maine Plastics, Inc.                              $8,875

Perkin Elmer LAS, Inc.                            $8,584

BASF Corporation                                  $7,260

R.S. Hahn & Sons Inc.                             $6,445

Rubadue Wire                                      $6,342

Carris Reels                                      $5,553

International Paper Co.                           $5,414

DRAKA USA                                         $5,126

Jerry Wagner                                      $5,018

C. Botti, Inc.'s 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
John P. Botti (Officer Loan)                    $450,000
43 West Main Street
Mendham, NJ 07945

John P. Botti                                    $15,382
43 West Main Street
Mendham, NJ 07945


GENERAL MOTORS: Expects No Immediate Impact on Delphi's Chapter 11
------------------------------------------------------------------
General Motors Corp. (NYSE: GM) said it expects no immediate
effect on its global automotive operations as a result of Delphi
Corporation's Chapter 11 filing.  Delphi is GM's largest supplier
of automotive systems, components and parts, and GM is Delphi's
largest customer.

GM will work constructively in the court proceedings with Delphi,
its unions and other participants in Delphi's restructuring
process.  GM's goal is to pursue outcomes that are in the best
interests of GM and its stockholders, and that enable Delphi to
continue as an important supplier to GM.

Delphi has indicated to GM that it expects no disruption in its
ability to supply GM with the systems, components and parts it
needs as Delphi pursues a restructuring plan under the Chapter 11
process.  Although, the challenges faced by Delphi during its
restructuring process could create operating and financial risks
for GM, that process is also expected to present opportunities for
GM.

For example, on the one hand, Delphi or one or more of its
affiliates may reject or threaten to reject individual contracts
with GM, either for the purpose of exiting specific lines of
business or in an attempt to increase the price GM pays for
certain parts and components.  As a result, GM might be adversely
affected by disruption in the supply of automotive systems,
components and parts which could potentially force the suspension
of production at GM assembly facilities.

On the other hand, GM estimates that it currently pays a purchase
price premium to Delphi in the aggregate of approximately
$2 billion a year above globally competitive market prices for
systems, components and parts purchased from Delphi's North
American operations.  GM believes that a restructuring of Delphi
through the Chapter 11 process provides it with an opportunity to
reduce or eliminate that purchase price premium, over time, as
well as improve the quality of systems, components and parts it
procures.

Another risk is that various financial obligations Delphi has to
GM as of the date of Delphi's filing for Chapter 11, may be
subject to compromise in the Chapter 11 proceedings resulting in
GM receiving payment of only a portion of the face amount owed by
Delphi.  GM will seek to minimize this risk by protecting its
right of set-off against amounts it owes to Delphi as of the date
of Delphi's Chapter 11 filing, currently estimated at
$1.2 billion.  However, the extent to which these obligations are
covered by GM's right to set-off may be subject to dispute by
Delphi or its other creditors.  Given that the bankruptcy court
will resolve any such disputes, GM cannot provide any assurance
that it will be able to fully or partially set-off such amounts.  
The financial impact of a substantial compromise of the
$1.2 billion could have a material adverse impact on the financial
position of GM.

In connection with GM's split-off of Delphi Corporation in 1999,
GM entered into separate agreements with the United Automobile
Workers (UAW), International Union of Electrical Workers and the
United Steel Workers.  In each of these three agreements (Benefit
Guarantee Agreement(s)), GM provided contingent benefit guarantees
to make payments for limited pension and post retirement health
care and life insurance benefits (OPEB) to certain former GM U.S.
hourly employees who transferred to Delphi as part of the split-
off and meet the eligibility requirements for such payments
(Covered Employees).

Each Benefit Guarantee Agreement contains separate benefit
guarantees relating to pension, post retirement health care and
life insurance benefits.  These limited benefit guarantees each
have separate triggering events that initiate potential GM
liability if Delphi fails to provide the corresponding benefit at
the required level.  Therefore, it is possible that GM could incur
liability under one of the guarantees (e.g. pension) without
triggering the other guarantees (e.g. post retirement health care
or life insurance).  In addition, with respect to pension
benefits, GM's obligation under the pension benefit guarantees
only arises to the extent that the combination of pension benefits
provided by Delphi and the PBGC falls short of the amounts GM has
guaranteed.

The Chapter 11 filing by Delphi does not by itself trigger any of
the benefit guarantees.  In addition, the benefit guarantees
expire on Oct. 18, 2007, if not previously triggered by Delphi's
failure to pay the specified benefits.  If a benefit guarantee is
triggered before its expiration date, GM's obligation could extend
for the lives of affected Covered Employees, subject to the
applicable terms of the pertinent benefit plans or other relevant
agreements.

The benefit guarantees do not obligate GM to guarantee any
benefits for Delphi retirees in excess of the levels of
corresponding benefits GM provides at any given time to GM's own
hourly retirees.  Accordingly, if any of the benefits GM provides
to its hourly retirees are reduced, there would be a similar
reduction in GM's obligations under the corresponding benefit
guarantee.

A separate agreement between GM and Delphi requires Delphi to
indemnify GM if and to the extent GM makes payments under the
benefit guarantees to the UAW employees or retirees.  Today, GM
received a notice from Delphi, that in the opinion of its Chief
Restructuring Officer, it was more likely than not that GM would
become obligated to provide benefits pursuant to the benefit
guarantees to the UAW employees or retirees.  The letter went on
to state that Delphi was unable at this time to estimate the
timing and scope of any benefits GM might be required to provide
under those benefit guarantees.  Any recovery by GM under
indemnity claims against Delphi could be significantly limited as
a result of the Delphi reorganization proceeding.  As a result,
GM's claims for indemnity may not be paid in full.

GM is evaluating whether it is possible to reasonably estimate the
financial impact that the Corporation may eventually sustain, if
any, due to the benefit guarantees, for numerous reasons
including:

  (1) GM does not know whether the obligation to make any
      payments under the benefit guarantees will be triggered.  

  (2) There are substantial uncertainties regarding the
      interpretation of the benefit guarantees.  

  (3) It is impossible to predict what the impact of the Delphi
      bankruptcy will be on the benefits addressed by the benefit
      guarantees, including:

         -- whether Delphi will be permitted by the Court to
            terminate its pension or OPEB plan for hourly workers
            and retirees; or

         -- reduce the benefits under those plans, and the
            magnitude of any changes granted.  

  (4) The number of former GM employees who will be covered under
      the guarantees is unknown.

  (5) The nature and amount of any payments GM may receive from
      the Chapter 11 estate of Delphi in consideration for
      Delphi's commitment to indemnify GM for liabilities arising
      under the benefit guarantees are not presently estimable.

  (6) GM's financial exposure is likely to be effected by the
      outcome of various negotiations between GM and Delphi,
      between Delphi and various unions and between GM and those
      same unions, and the impact of those negotiations on GM is
      not estimable.

  (7) It is not possible to ascertain the extent to which any
      payments made by the PBGC will lessen GM's obligations under
      the pension guarantee.

GM continues to evaluate the relevant facts and circumstances in
order to make an appropriate determination as to when and to what
extent it should record a liability due to the Delphi Chapter 11
filing.

GM currently believes that it is not probable that it has incurred
a liability due to Delphi's Chapter 11 filing.  It further
believes that it is not presently able to estimate the amount, if
any, it may ultimately pay under the benefit guarantees due to the
foregoing uncertainties.  The range of GM's contingent exposure
extends from there being potentially no material financial impact
to the company if the guarantees are not triggered, to
approximately $10 to $11 billion at the high end, with amounts
closer to the midpoint being considered more possible than amounts
towards either of the extreme ends of this range.  These views
reflect GM's current assessment that it is unlikely that a
Chapter 11 process will result in both a termination of Delphi's
pension plan and complete elimination of its OPEB plans.

                      Cash Flow Impact

With respect to the possible cash flow impact on GM related to its
ability to make either pension or OPEB payments, if any are
required under the benefit guarantees, GM would expect to make
such payments from ongoing operating cash flow and financings.  
These payments, if any, are not expected to have a material impact
on GM's cash flows in the short-term.  However, if payable, these
payments would be likely to increase over time, and could have a
material impact on GM's liquidity in coming years.  (For
reference, Delphi's 2004 Form 10K reported that its total cash
outlay for OPEB for 2004 was $226 million which included $154
million for both hourly and salaried retirees (the latter of which
are not covered under the benefit guarantees), plus $72 million in
payments to GM for certain former Delphi hourly employees that
flowed back to retire from GM).  If benefits to Delphi's U.S.
hourly employees under Delphi's pension plan are reduced or
terminated, the resulting impact on GM cash flows in future years
due to the Benefit Guarantee Agreements is currently not
estimable.

Headquartered in Troy, Michigan, Delphi Corp. --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


GLOBAL CASH: Moody's Reviews Sr. Subordinated Notes' Junk Rating
----------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
Global Cash Access Inc.'s B2 corporate family rating, B2 senior
secured bank credit facility rating and Caa1 senior subordinated
debt rating.  The reviews are prompted by the company's Sept. 23,
2005 initial public offering.  The review for upgrade incorporates
Moody's expectation that a substantial portion of IPO proceeds
will be used to repay debt.  GCA's intention is to call $82
million in senior subordinated notes for redemption on October 31,
2005, which, in Moody's view provides significant delivering; pro
forma debt to EBITDA is expected to be 3.7x, a reduction from
current levels approximating 4.6x.  Approximately $224 million was
raised in the IPO, of which $115 milion went to GCA and $108
million went to selling stockholders.

The review will focus on Global Cash Access' operating strategy as
a new public company, including:

   * its acquisition appetite;

   * its ability to maintain market share through contract
     arrangements in casino markets; and

   * its prospects to control operating expenses, including:

     -- contractual agreements with providers of cash
        replenishment,

     -- check warranty services, and

     -- transaction processing services.

Ratings placed on review for possible upgrade:

   * B2 Corporate Family Rating
   * B2 Senior Secured Bank Credit Facility
   * Caa1 Senior Subordinated notes

Las Vegas-based Global Cash Access Inc., a wholly owned subsidiary
of Global Cash Access Holdings Inc. (NYSE:GCA), is a leading
provider of cash access products and related services to
approximately 960 gaming properties and other clients in the:

   * United States,
   * the United Kingdom,
   * Canada, and
   * the Caribbean.


GRAY TELEVISION: Moody's Rates $600 Million Facilities at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Gray Television,
Inc.'s $600 million in new senior secured credit facilities ($100
million revolving credit facility, $150 million senior secured
term loan A, $350 million senior secured term loan B).

Additionally, Moody's affirmed the existing ratings, including the
Ba2 corporate family rating, and changed the outlook to stable.
The proceeds from the transaction will be used to refinance the
company's existing $400 million in senior secured credit
facilities and to finance the acquisition of WSAZ-TV in
Charleston-Huntington, WV from Emmis Communications Corporation
for $186 million in cash.

The stable outlook reflects Moody's expectation that Gray will be
able to quickly reduce the incremental leverage taken on to
finance the acquisition of WSAZ-TV.  Pro forma for the financing,
WSAZ acquisition and the spin-off of the publishing and paging
assets consummated earlier this summer, Moody's estimates leverage
(defined as total debt plus preferred to EBITDA) will exceed 8
times pro forma YE 2005.

However, Moody's expects leverage to return to at or slightly
below 6 times by FYE 2006 with the return of expected political
and Olympic related revenues and the rating agency's belief that
the company will utilize a significant portion of anticipated free
cash flow to repay outstanding indebtedness.  Further the stable
outlook reflects Moody's view that WSAZ-TV is an attractive
station asset that falls squarely within the company's strategic
focus given its dominant local news franchise and a geographic
location that garners strong political revenues (WSAZ will be
Gray's largest station based on cash flow contribution).  

Given the incremental leverage taken on to finance the
acquisition, it is Moody's belief that Gray has less cushion in
its existing Ba2 rating category.  As such, Moody's does not
expect any positive ratings momentum over the near-term.  If the
company pursues further debt-financed acquisitions that increase
leverage meaningfully above current expected levels or chooses to
further return cash to shareholders in the form of dividends or
share repurchases, the ratings may face negative pressure.

Moody's has assigned this rating:

   * Ba2 ratings to $600 million of senior secured credit
     facilities

Moody's has affirmed these ratings:

   * Ba3 ratings on its $258.5 million of senior subordinated    
     notes due 2011

   * the company's Ba2 corporate family rating

Moody's also withdrew the Ba1 ratings on the company's existing
credit facilities.

The rating outlook is now stable.

The ratings remain supported by the meaningful asset value present
in Gray's portfolio of mid-market television stations.  The rating
continues to reflect Gray's dominant news franchise (23 of its 31
existing stations rank #1 in their news markets) that capture a
larger portion of revenues in their markets and operating
performance at or near the top of the TV broadcast peer group
(EBITDA margins at 37% for TTM ending 2Q'05).  Moody's notes that
the ratings also benefit from Gray's successful acquisition
strategy and management's track record for integrating acquired
stations.

The ratings will remain constrained by Gray's history of debt
financed acquisitions, willingness to periodically return capital
to shareholders, as well as the increasing business risk
associated with the broadcast television industry with its
declining audiences and diversification of advertising spend over
a growing number of mediums (e.g. Internet, satellite radio and
outdoor).

The Ba2 rating for the bank credit facilities reflects:

   * their senior most position in the capital structure;
   * the security interest in the company's assets;
   * subsidiary guarantees; and
   * the overall benefits of the sizable collateral coverage.

The proportion of bank debt in the capital structure warrants
setting the bank loan rating on par with the corporate family
rating.  The Ba3 rating for the senior subordinated notes reflects
their effective and contractual subordination to the bank credit
facilities, as well as the benefits of the subsidiary guarantees.

Gray Television, Inc. is headquartered in Atlanta, Georgia and
operates 32 television stations.


HUDSON VALLEY: Wants to Assume Receiver Pact & Deny 2 Pilot Pacts
-----------------------------------------------------------------
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 authority to:

   -- assume the Receiver Agreement with Whittier Health Services,
      Inc.; and

   -- reject the Home Pilot and Complex Pilot Agreements that are
      affected by the AAM Agreement.

                       Receiver Agreement

The New York State Department of Health approved on March 30,
2005, Whittier Health Services, Inc.'s assumption of the operation
of the Debtor's facilities under a Receivership Agreement.  This
Agreement became effective on May 1, 2005.

At present, temporary operating certificates for the facilities
have been issued in favor of Whittier, who is now the only entity
with the regulatory authority to operate the facilities.  If the
Debtor will not assume the Receiver Agreement, there will be no
legal operator of the facilities and the State of New York would
either appoint an operator on an emergency basis or the facilities
would have to be closed.

Michael D. Assaf, Esq., at O'Connell and Aronowitz in Albany, New
York, tells the Court that assumption of the Receiver Agreement
will preserve and protect the assets of the Debtor and will
provide minimum level of patient care.

Under the Receivership Agreement, Whittier has agreed, inter alia,
to provide funds necessary to pay all costs and expenses to
operate and maintain the Facilities.

                        Pilot Agreements

The Debtor owns an 80-bed Adult Home Facility known as Green Manor
Nursing Home and a 40-bed limited licensed assisted living home
care agency known as Green Manor Health Care Complex.

On Jan. 1, 1992, the Debtor's predecessor-in-interest Green
Manor Associates entered into a payment in lieu of tax agreement
as amended and replaced by a certain amended payment in lieu of
tax agreement dated Feb. 14, 1995, with respect to an industrial
development bond issue made in connection with Green's acquisition
of the Home.

On Feb. 14, 1995, the Debtor's predecessor-in-interest Medical
Real Estate Associates entered into a payment in lieu of tax
agreement in connection with an industrial development bond issue
made in connection with MRE's acquisition of the Complex.

The Debtor entered into an Assignment Assumption and Modification
of Payment in Lieu of Tax Agreement on February 2002.  The Debtor
assumed the obligations of Green and MRE concerning the Home Pilot
and the Complex Pilot Agreements.  The AAM Agreement modified the
Home Pilot and the Complex Pilot Agreements.

The Home Pilot and the Complex Pilot Agreements provide for
payments of property and school taxes to be made over a term that,
at the time of the making of the Pilot Agreements, were thought to
be less than the Home and the Complex would owe for property and
school taxes if assessed separately and without the benefit of
the Pilot Agreements.

The Pilot Agreements now provide for payments of property and
school taxes which are now in excess of what the Debtor believes
ought to be paid and will be established in a future grievance
proceeding.  The Debtor believes that substantial savings can be
realized through a real estate tax grievance proceeding and
termination of the Pilot Agreements.

Mr. Assaf tells the Court that the Debtor believes that it is in
its estate and creditors' best interests to reject the Pilot
Agreements.

The Debtor urgently wants the rejection of the Pilot Agreements so
that it will not have to pay for arrears tax payments during the
pendency of its bankruptcy case.  The Debtor wants to proceed to
grieve its real property taxes and have them assessed at
appropriate and realistic levels.  If the Pilot Agreements are not
rejected, it may result in the closure of the Facilities because
they do not generate sufficient revenue on a going forward basis
to meet the rest of their expenses and these obligations as well.

The Debtor's obligations under the Pilot Agreements are now the
subject of litigation in Columbia County Supreme Court.

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: Court Approves Settlement Agreement with PBGC
---------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the Settlement Agreement between the Huffy Corporation
and its debtor-affiliates and the Pension Benefit Guaranty
Corporation (PBGC) to compromise the various claims filed by the
PBGC.

Prior to the Petition Date, the Debtors maintained the Huffy
Corporation Retirement Plan, a single-employee defined benefit
pension plan established on Oct. 31, 1952 and covered by Title IV
of the Employee Retirement Income Security Act of 1974 (ERISA).

On Aug. 17, 2005, the Court entered an order finding that the
Debtors satisfied the financial requirements for a distress
termination of the pension plan and approved its termination
pursuant to Section 4041(c)(2)(B)(ii) of ERISA and 29 U.S.C.
Section 1341(c)(2)(B)(ii).

The PBGC guarantees the payment of certain pension benefits upon
the termination of a single-employer pension plan covered by Title
IV of ERISA.

The PBGC subsequently filed three proofs of claim in connection
with the Debtors' pension plan, which totaled approximately
$86,869,312.  The Debtors disputed the amounts of those claims.

On Sept. 13, 2005, the Debtors filed with the Court a Settlement
Agreement they entered into with the PBGC to resolve the claims
dispute.

A summary of the Settlement Agreement include:

   1) In full and final settlement of the UBL Claim and the DUEC
      Claim, the PBGC will have a single allowed Class 5 general
      unsecured claim against the Debtors' estates in the amount
      of $32 million denoted as Claim No. 820 and the PBGC agrees
      not to amend the Settled Claim nor file any other claim in
      the Debtors' chapter 11 cases;

   2) Upon the entry of a non-appealable order approving the
      Settlement, Claim Nos. 820, 372, and 374 will be deemed
      withdrawn with prejudice except for the survival of the
      Settled Claim without the requirement for any further action
      On behalf of the PBGC or Debtors; and

   3) The Premium Claim is not affected by the Settlement and
      remains on the Debtors' Official Claims Register, and the
      PBGC retains the right to pursue the Premium Claim under
      applicable law and the Debtors retain the right to object to
      the Premium Claim under applicable law.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?232

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.


INTERMET CORP: Court Approves $265 Million Exit Facility
--------------------------------------------------------
The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, approved the
Commitment and Fee Letters executed between Intermet Corporation,
its debtor-affiliates and Goldman Sachs Credit Partners LP.  

The Commitment letter lays down the terms for the $265 million
exit financing facility that will be used to fund the Debtors'
operations post-bankruptcy.  The Fee Letter stipulates the payment
due to Goldman Sachs as the sole lead arranger, bookrunner,
syndication agent, and second lien term facility administrative
agent in connection with the exit financing facility.

Goldman Sachs' confidential fee is equal to a fixed percentage of
the aggregate amount of the exit facility.  The fee is payable on
the earlier of Dec. 31, 2005, or the closing date of the exit
facility.

             Plan Confirmation and Exit Facility  

On Sept. 29, 2005, the Bankruptcy Court confirmed the Debtors'
Plan of Reorganization and endorsed the exit financing offered by
Goldman Sachs.      

The $265 million exit facility is comprised of:

    a) up to $170 million under a senior first priority secured
       term loan facility;

    b) up to $35 million under a senior first priority secured
       institutional letter of credit facility;

    c) up to $60 million under a senior first priority secured
       asset-based revolving credit facility; and

    d) an amount to be determined by Goldman Sachs in consultation
       with Intermet under a senior second priority secured term
       loan facility.

The first lien revolving facility is secured by a first priority
security interest in all cash and cash equivalents, domestic
accounts receivable, inventory and proceeds of the Intermet Corp
and its subsidiary guarantors.

The first lien non-revolving facility is secured by a first
priority security interest in all assets of the debtor other than
those securing the first lien revolving facility including:

      -- 100% of the capital stock of Intermet Corp and its
         subsidiary guarantors; and

      -- 65% of the capital stock of the Debtors' foreign  
         subsidiaries.

Erin L. Abrahams, Esq., at Foley & Lardner LLP, says that the exit
financing, together with the proceeds of the Debtors' $75 million
rights offering contemplated by the Plan, will give the Debtors'
sufficient credit and liquidity to successfully reorganize.

A copy of the Commitment Letter is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051007205154

As reported in the Troubled Company Reporter, the Debtors' Plan
proposes to pay general unsecured claims, estimated at
$2.8 billion, through:  

    a) a cash-out amount on account of their claims;

    b) at the option of each holder:

        (i) a pro rata share of the applicable Debtor's New
            Common Stock; and

       (ii) a pro rata share of the rights allocated to the
            applicable Debtor as described in the Plan; or

    c) at the option of each holder, an inducement cash amount.

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


INTERSTATE BAKERIES: Taps Jefferson Wells' Employment Services
--------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to employ Jefferson Wells International, Inc., nunc pro
tunc to Sept. 12, 2005.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that Jefferson Wells will be hired to
provide the Debtors with staffing resources to:

    (a) manage and conduct research for filings with the
        Securities and Exchange Commission and other financials;

    (b) perform assessment of current financial reporting state;

    (c) define the scope and develop a project plan;

    (d) assist with SEC filings and financial statement reporting
        efforts;

    (e) draft external financial reporting documents, including
        10-K, 10-Q and footnote disclosures;

    (f) assist the Debtors on related matters like segment
        reporting and research of accounting pronouncements and
        their applicability related to financial reporting as
        directed by the Debtors' senior management; and

    (f) assist in the transition of work efforts and results to
        permanent Debtors' employees.

The Debtors continue to look for permanent employees but have not
at this time found the appropriate candidates.  The Debtors
believe that Jefferson Wells is well qualified and able to
temporarily provide them with the staffing resources required in
their Chapter 11 cases because of the firm's extensive experience
in providing staffing services to various companies, including
Allstate Corporation, American Express Company, Best Buy, Co.,
Inc., Bristol-Myers Squibb, Dell, Inc., MetLife, Inc., Microsoft
Corporation, Motorola, Nordstrom, Inc., and Starbucks
Corporation.

The Debtors' engagement of Jefferson Wells' services is expected
to last approximately four to six months.

The Debtors will pay Jefferson Wells for its services at these
hourly rates:

        Director                           $180
        Quality Assurance                  $175
        Senior Professional                $150
        Professional Staff                 $110
        Administrative                      $50

Jefferson Wells will also receive reimbursement for its
reasonable out-of-pocket expenses in connection with its
services.

James J. Wadella, a managing director at Jefferson Wells, assures
the Court that the firm does not have an interest materially
adverse to the interest of the Debtors' Chapter 11 estates or of
any class of creditors or equity security holders as defined in
Section 101(14)(B) or (C) of the Bankruptcy Code.

Mr. Wadella further assures the Court that Jefferson Wells will
not accept any engagement or perform any service in the Debtors'
cases for any entity or person other than the Debtors.  However,
the firm will continue to provide professional services to
entities or persons that may be creditors of the Debtors or
potential parties-in-interest in their cases so long as the
services do not have any direct connection with the Debtors'
cases.

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

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


INTERSTATE BAKERIES: Wants to Walk Away From 36 Real Estate Leases
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to reject 36 unexpired non-residential real property
leases effective as of Sept. 29, 2005, to reduce postpetition
administrative costs:

    Landlord             Location                      Lease Date
    --------             --------                      ----------
    Bennie Daughtry, &   3102 Bronx Road, Columbia,    10/01/1975
    Beverly Salley,      South Carolina
    Bennie C. Daughtry,
    General Partner

    Bertis H. Turner     Highway 9, Bennettsville,     03/22/1982
                         South Carolina

    NA3 Properties, LLC  2142 Melbourne Street,        02/01/1985
                         Charleston, South Carolina

    FKLM Company         3507 South Holden Road,       03/24/1986
                         Greensboro, North Carolina

    Morton Thalhimer,    2007 Semmes Avenue,           12/03/1986
    Inc.                 Richmond, Virginia

    Bender Props &       702 East New York Avenue,     02/11/1987
    Acquisition          Deland, Florida
    Services, Inc.

    Tod-Cor, LC 15975    Southeast 117th Avenue,       02/01/1989
                         Miami, Florida

    Joel Poole           2138 Salisbury Highway,       03/01/1989
                         Statesville, North Carolina

    Wagstaff Associates  Highway 57, North Roxboro,    09/14/1989
                         North Carolina

    Vicki N. Berkau      Guy Road & Highway 70,        10/01/1990
                         Clayton, North Carolina

    Bank of America,     401 North Witchduck Road,     03/20/1991
    N.A. Trustee Trs.    Virginia Beach, Virginia
    Barbara R. Tuttle &
    Marjorie B.
    Roughton U/W JRR

    Jack Huffman &       Highway 181, Morganton,       03/29/1991
    Audry Huffman        North Carolina

    Jelly Bread, Ltd.    1945 Ortiz Fort Myers,        07/16/1991
                         Florida

    Bill & Bonnie        820 Reid Street, Palatka,     02/04/1992
    Huntley Investments  Florida

    Estelle Maxine       12221 North U.S. Highway      08/25/1992
    Goldberg Trustee     301, Thonotossa, Florida
    U/T/D 2/6/87

    Douglas E.           2520 Watson Boulevard,        02/15/1993
    Childress            Warner Robbins, Georgia

    The Estate of        Ridge Street, Georgetown,     04/01/1993
    Edith Bourne         South Carolina
    Blizzard

    Ko-Jo Company        107 South Gulf, Marathon,     06/12/1994
                         Florida

    Philip & Doris       6076 Park Boulevard,          08/05/1994
    Folger               Pinellas Park, Florida

    Benniongriffin       1365 South Waters, Starke,    07/06/1995
    Development Co.      Florida

    FA Properties LLC    416 Main Street, Boonville,   03/01/1996
                         Missouri

    Hesmer Properties,   3332 Airport Road, Wilson,    12/18/1996
    LLC                  North Carolina

    K-E II Partnership   630 Broadview, El Dorado,     07/11/1997
                         Kansas

    Paul B. Wells        3410 Thomasville Road,        09/01/1997
                         Winston Salem, North
                         Carolina

    Andresenryan Coffee  2206 1/2 Winter Street,       02/01/1998
    Company              Superior, Wisconsin

    Jarrett Rentals      Route 60, West Lexington,     01/05/1999
                         Virginia

    J. Griffin           2631 Dunn Avenue,             02/16/2000
    Development Co.,     Jacksonville, Florida
    Inc.

    Bennion Development  706 North Forrest Street,     03/09/2000
    Co.                  Valdosta, Georgia

    J. Griffin           Orange Street & 57th Avenue,  08/21/2000
    Development          Davie, Florida
    Co., Inc.

    J. David Engel       390 Sharon Industrial Way,    10/31/2000
                         Suite D, Suwanee, Georgia

    Norwood & Jenlee     721 West Macclenny Avenue,    12/21/2000
    West Family Trust    MacClenny, Florida

    Darwin C. & Sonja    1550 North Bragg Boulevard,   11/01/2001
    G. Parrish           Spring Lake, North Carolina

    Clat Adams           210 1/2 Front Street,         11/13/2001
    Riverfront Props     Quincy, Illinois

    O-J Limited          209 East 2nd Street, South    10/18/2002
    Partnership          Torrington, Wyoming

    Baxter, Inc.         Lots 4-6, Wooster             07/07/2003
                         Subdivision, Anchorage,
                         Alaska

    Waldvogel            3719 Tom Andrews Road,        03/17/2004
    Commercial Props,    Northwest Roanoke, Virginia
    Inc.

The resultant savings from the rejection of the 36 Real Property
Leases will favorably affect the Debtors' cash flow and assist
them in managing their future operations, J. Eric Ivester, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois,
tells Judge Venters.

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

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


INTERSTATE BAKERIES: Wants Until Nov. 18 to Challenge Claims
------------------------------------------------------------
The deadline to file an adversary proceeding or contested matter
for claims challenging the extent, validity, enforceability,
perfection or priority of Interstate Bakeries Corporation and its
debtor-affiliates' prepetition obligations or the liens granted to
the prepetition secured lenders on the Prepetition Collateral has
previously been extended to Oct. 21, 2005, for the Debtors, the
Official Committee of Unsecured Creditors, the Official Committee
of Equity Security Holders and U.S. Bank National Association, as
indenture trustee.

The parties want to further extend the Challenge Deadline.  
Accordingly, the parties stipulate and agree that the Challenge
Deadline is extended through, and including Nov. 18, 2005.

The parties ask Judge Venters to approve the Stipulation in its
entirety.

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

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


JO-ANN STORES: S&P Puts BB- Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Hudson, Ohio-based specialty
retailer Jo-Ann Stores Inc. on CreditWatch with negative
implications.

The rating action follows the company's announcement that it
lowered its same-store sales and operating margin guidance for the
remainder of fiscal 2006.

"We now expect a further deterioration in leverage more
commensurate with the 'B' rating category," said Standard & Poor's
credit analyst Robert Lichtenstein.

Jo-Ann Stores expects same-store sales to range from a decline of
2% to an increase of 2%, compared with a 3.3% gain in the same
four-month period last year, while gross margins are expected to
decrease by 150 to 250 basis points.  Moreover, debt levels at the
end of fiscal 2006 are expected to increase by about $60 million
from a year earlier.  Total debt to EBITDA was 4.4x at July 30,
2005, compared with 3.7x a year before.

Management plans a strategic review to evaluate its merchandise
categories and marketing strategy as well as its store expansion
plan.  Standard & Poor's expects to meet with management to review
its plan for improving operations.


JP MORGAN: S&P Lifts Class J Rating to BB+ From BB
--------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on eight
classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates from
series 2002-C3.  At the same time, ratings are affirmed on eight
other classes from the same series.

The rating actions reflect credit enhancement levels that
adequately support the raised and affirmed ratings.

Per the remittance reported dated Sept. 12, 2005, the trust
collateral consisted of 85 loans with an aggregate outstanding
principal balance of $699.6 million, down from 87 loans with a
balance of $745.3 million at issuance.  The master servicer, GMAC
Commercial Mortgage Corp. (GMACCM), provided partial- or full-year
2004 net cash flow debt service coverage figures for 84% of the
pool, which excludes all defeased loans ($28.7 million, 4%).  
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.43x, compared to 1.45x at issuance.  There are no
delinquent loans in the pool and no loans are with the special
servicer.

The top 10 loans by exposure have an aggregate outstanding balance
of $270 million (39% of the pool).  The top 10 loans reported a
weighted average DSC of 1.33x, down from 1.41x at issuance.  Both
of the preceding figures exclude the seventh-largest loan, which
is secured by 276 Fifth Avenue in Manhattan, as the borrower has
not reported financial information for the loan since year-end
2003.  Standard & Poor's reviewed recent property inspections
provided by GMACCM for assets underlying the top 10 loans, and all
were characterized as "excellent" or "good."  However, the second-
largest loan is on the watchlist and is discussed below.

GMACCM reported 11 loans on its watchlist with an aggregate
outstanding balance of $103.4 million (15%).  The second-largest
loan in the pool, Long Island Industrial III ($36.4 million,
5.2%), is the largest loan on GMACCM's watchlist.  Nine industrial
properties located throughout Long Island, N.Y., with 700,659
aggregate sq. ft. secure the loan.  The DSC for the loan declined
to 1.09x for year-end 2004, down from 1.44x at issuance, due to
low occupancies at two properties.  However, the remaining seven
properties are 100% occupied and the portfolio's occupancy was 76%
as of year-end 2004.

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.
   
                         Ratings Raised
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
    Commercial mortgage pass-thru certificates series 2002-C3

                         Rating
                         ------
            Class   To          From   Credit Support
            -----   --          ----   --------------
            B       AAA         AA             18.92%
            C       AAA         AA-            17.59%
            D       AA          A              14.12%
            E       AA-         A-             12.79%
            F       BBB+        BBB             9.60%
            G       BBB         BBB-            8.00%
            H       BBB-        BB+             5.87%
            J       BB+         BB              4.00%
   
                        Ratings Affirmed
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
    Commercial mortgage pass-thru certificates series 2002-C3

                 Class   Rating   Credit support
                 -----   ------   --------------
                 A-1     AAA              22.91%
                 A-2     AAA              22.91%
                 K       BB-               3.61%
                 L       B+                3.07%
                 M       B                 2.07%
                 N       B-                1.34%
                 X-1     AAA               N.A.
                 X-2     AAA               N.A.
     
                 N.A. - Not applicable


KAISER ALUMINUM: Wants Exclusive Periods Extended Until Jan. 31
---------------------------------------------------------------
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notes that no order has been entered yet
regarding the confirmation of the Liquidation Plans of Alpart
Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation.

On the other hand, Kaiser Aluminum Corporation, Kaiser Aluminum &
Chemical Corporation and certain of their Debtor affiliates have
commenced the process for soliciting votes to accept or reject
their Plan of Reorganization.  Judge Fitzgerald has scheduled a
hearing to consider confirmation of the Reorganizing Debtors'
Plan on January 9, 2006, to be continued, if necessary, on
January 10, 2006.

To complete the confirmation process for the Liquidating Debtors
and to permit the Reorganizing Debtors to proceed with the
solicitation and confirmation of their Plan, both Debtor Groups
ask the U.S. Bankruptcy Court for the District of Delaware to
extend the period during which they have the exclusive right to:

    (1) file a plan or plans of reorganization through and
        including January 31, 2006; and

    (2) solicit acceptances of that plan through and including
        March, 31, 2006.

Judge Fitzgerald will convene a hearing on November 14, 2005, at
1:30 p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' Exclusive Filing Period is
automatically extended through the conclusion of that hearing.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KEY ENERGY: Will Redeem 8.375% Senior Notes on Nov. 8
-----------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) has notified the
trustee and holders of its 8.375% Senior Notes Due 2008 that on
Nov. 8, 2005, it will redeem all $275 million principal amount of
the 8.375% Notes at a redemption price of 104.188% of the
principal amount outstanding plus accrued and unpaid interest to
the redemption date.  

The retirement of the 8.375% Notes will be funded through the
borrowing of $250 million from the Company's $400 million seven-
year Delayed Draw Term Loan B Facility and cash on hand.  In
connection with the redemption of the 8.375% Notes, the Company
will record a pre-tax charge of approximately $13.3 million in the
December 2005 quarter due to the redemption premium, the
acceleration of the existing unamortized premium and the
acceleration of unamortized debt issuance costs.

Key Energy Services, Inc., is the world's largest rig-based well
service company. The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services. The Company has
operations in essentially all major onshore oil and gas producing
regions of the continental United States and internationally in
Argentina.

                        *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B-' corporate credit rating on Key Energy
Services Inc. to developing from negative.

As reported in the Troubled Company Reporter on June 17, 2005,
Moody's Investors Service continues to leave Key Energy Services'
ratings on review for downgrade pending the filing of its 2003,
2004 and 2005 financial statements.  Though receiving a notice of
default on June 7, 2005, from the trustees on behalf of both the
6.375% and the 8.375% noteholders, Moody's is currently not taking
any ratings action as the company has procured a commitment for a
new financing package from Lehman Brothers which, combined with
the company's cash balances, appears sufficient to refinance
essentially all of Key's existing debt.

The notice of default stems from the company not meeting its
recent waiver from the bondholders and bank lenders to file its
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,
the company now has 60 days to cure the default (by Aug. 5, 2005,
at which time the trustee or 25% of each class of noteholders will
have the right to accelerate each series of notes).


KEY ENERGY: Repays 6.375% Notes From Backup Financing Facility
--------------------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) paid the
outstanding principal and accrued interest on the Company's
$150 million 6.375% Senior Notes due 2013 on Oct. 5, 2005, with
borrowings of $150 million from the Company's $400 million seven-
year Delayed Draw Term Loan B Facility.  

The 6.375% Notes were repaid following acceleration by the holders
of approximately 34% of the outstanding 6.375% Notes and demand
for payment by the indenture trustee.  In connection with the
repayment of the 6.375% Notes, the Company will record a pre-tax
charge of approximately $2.1 million in the December 2005 quarter
due to the acceleration of unamortized debt issuance costs.

Following the retirement of the Company's 8.375% Notes and
repayment of the 6.375% Notes, the Company will have $400 million
outstanding under its Term Loan B Facility, no borrowings
outstanding under its $65 million Revolving Credit Facility and
approximately $82.1 million in letters of credit issued pursuant
to its $82.25 million synthetic letter of credit facility.  Cash
and cash equivalents totaled approximately $113 million as of
Oct. 4, 2005.

Key Energy Services, Inc., is the world's largest rig-based well
service company. The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services. The Company has
operations in essentially all major onshore oil and gas producing
regions of the continental United States and internationally in
Argentina.

                        *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B-' corporate credit rating on Key Energy
Services Inc. to developing from negative.

As reported in the Troubled Company Reporter on June 17, 2005,
Moody's Investors Service continues to leave Key Energy Services'
ratings on review for downgrade pending the filing of its 2003,
2004 and 2005 financial statements.  Though receiving a notice of
default on June 7, 2005, from the trustees on behalf of both the
6.375% and the 8.375% noteholders, Moody's is currently not taking
any ratings action as the company has procured a commitment for a
new financing package from Lehman Brothers which, combined with
the company's cash balances, appears sufficient to refinance
essentially all of Key's existing debt.

The notice of default stems from the company not meeting its
recent waiver from the bondholders and bank lenders to file its
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,
the company now has 60 days to cure the default (by Aug. 5, 2005,
at which time the trustee or 25% of each class of noteholders will
have the right to accelerate each series of notes).


KEY ENERGY: Debt Repayment Cues S&P to Hold Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'B-' corporate
credit rating on oil and gas equipment services provider Key
Energy Services Inc. remains on CreditWatch with developing
implications.

Midland, Texas-based Key had about $450 million of total debt as
of June 30, 2005.

The CreditWatch update follows the recent announcement that Key
paid the full outstanding principal and accrued interest on its
$150 million 6.375% notes.  The company repaid the debt with
$150 million borrowed under its $400 million seven-year delayed
draw term loan B.

In addition, the company plans to redeem its $275 million 8.375%
senior notes due 2008 in November.

The company will primarily repay both notes with its back-up
facility from Lehman Brothers Inc., which consists of a $400
million term loan B due 2012, a prefunded five-year $85 million
letter of credit, and a five-year $65 million revolving credit
facility and with cash on hand.

"The CreditWatch listing reflects Key's current credit profile,"
said Standard & Poor's credit analyst Brian Janiak.  "The
company's refinancing and Lehman Brothers' willingness to work
with Key during its current financial predicament provide a
potential platform for Key's credit quality at a higher
rating."

Nonetheless, Standard & Poor's continues to have heightened credit
concerns with regard to the successful completion of the SEC's
investigation of the company's operations and the company's filing
of its 2003 and 2004 10-K.


KLAMATH COGENERATION: Fitch Places Rating on Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed the 'BB+' rating on the City of Klamath
Falls, Oregon senior secured revenue bonds due 2025 on Rating
Watch Negative.

The bonds are secured solely by the revenues of the 484-megawatt
natural gas-fired Klamath Cogeneration Project and other KCP
assets.  The rating action is a result of lower than expected
financial performance along with the uncertainty around the
replacement of two contracts accounting for 150 MWs that are to
expire in June 2006.

Since the 2003 bond financing, KCP's financial performance has
consistently fallen below projections.  The decrease is attributed
in part to reduced plant utilization and depressed spark spreads.  
A combination of lower offpeak demand and general overcapacity,
particularly in hydroelectric production in the region, has led to
subdued market conditions.

KCP continues to operate efficiently, and in excess of 98%
reliability over the past two years.  Current contracts for the
majority of KCP's output have provided revenue streams that have
allowed KCP to fund all major maintenance reserve and subordinated
payment accounts through its fiscal year ending June 30, 2005.

However, revenue in the current fiscal year has not been
sufficient to date to fund all major maintenance reserve and
subordinated payment accounts.  Further, two contracts
representing 150 MWs of output are scheduled to expire in June
2006 and the counterparties have recently elected not to exercise
extension agreements.  KCP has initiated efforts to arrange
alternate offtake arrangements but it is unclear whether such
arrangements can be made or made on favorable terms.

A negative rating action could result if KCP is unable to replace
the two expiring contracts on favorable terms, or if financial
performance deteriorates further due to continued subdued market
conditions.

KCP is a natural gas-fired, combined-cycle cogeneration plant with
a nominal capacity of 484 MWs, or 464 MWs when exporting steam at
200,000 pounds per hour.  The project is owned by the City of
Klamath Falls, OR, as a separately secured enterprise and is built
on land leased by the City from the steam purchaser.


KMART CORP: Bankr. Court Won't Allow Lopez to File Late PI Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
denied the request of Cecilia Lopez to file a late personal injury
claim against Kmart.

As reported in the Troubled Company Reporter on Sept. 7, 2005, Ms.
Lopez sustained injuries at a Kmart store in San Bernardino
County, California, on August 17, 2002.

Ms. Lopez filed a lawsuit in the Superior Court of California, for
the County of San Bernardino-Victorville District.

Patrick T. Nichols, Esq., in Victorville, California, tells Judge
Sonderby that he was not able to receive, on Ms. Lopez's behalf, a
timely notice of the Administrative Bar Date.  According to Mr.
Nichols, occasional misdirected mail in his office building is not
common.

Ms. Lopez wants to proceed with her lawsuit in California to the
extent of any available insurance coverage and participate in any
distributions of Kmart's estate.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KRISPY KREME: Southern California Franchisee Serves Lawsuit
-----------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) has been served with the
lawsuit filed against it on Sept. 29, 2005, in Los Angeles County
Superior Court by Richard Reinis and Roger Glickman, two
principals of Great Circle Family Foods, LLC.  Great Circle Family
Foods is Krispy Kreme's financially troubled Southern California
franchisee.  

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Messrs. Reinis and Glickman allege that Krispy Kreme and its
executives made numerous false and misleading representations to
induce them to personally guarantee GCFF obligations.  The suit
claims that Krispy Kreme systematically inflated its prices and
engaged in deceptive business practices by billing GCFF what is
believed to be millions of dollars above what Krispy Kreme
represented it would charge for day-to-day necessities.

Krispy Kreme also required GCFF to contribute to a brand fund that
Krispy Kreme was required to spend on marketing and advertising.  
Messrs. Reinis and Glickman contend that Krispy Kreme appears to
have misappropriated the funds, and refused to account for the
expenditures.

It is further alleged that Krispy Kreme is attempting to force
Messrs. Reinis and Glickman, and GCFF into bankruptcy.  In the
past, Krispy Kreme forced one franchisee into bankruptcy and tried
to force two other franchisees into bankruptcy.  Messrs. Reinis
and Glickman allege that Krispy Kreme insisted that GCFF pay for
all goods in advance, even though for the previous six years, it
and other franchisees purchased goods on customary 35-45 day trade
terms.  If GCFF refused, Messrs. Reinis and Glickman allege,
Krispy Kreme threatened to stop shipping.

Named in the complaint as defendants with Krispy Kreme are its
former chairman of the board, president and CEO Scott Livengood,
former senior vice president of franchising Phil Waugh, former CFO
and COO John Tate, now employed by Restoration Hardware in Corte
Madera, Calif., Kroll Zolfo Cooper, the consultant hired by the
Krispy Kreme board of directors to manage the company after the
departure of Livengood, and other officers or directors of the
franchisor.

GCFF 2004 sales totaled $64 million.  The company employs nearly
1,000 people in Southern California and operates 30 Krispy Kreme
Doughnuts locations and services 800 wholesale accounts.

The Company stated that it intends to vigorously defend against
the lawsuit.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.  
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty   
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 400 stores in 45 U.S. states, Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.  

                        *     *     *

                   Financial Restatements

As reported in the Troubled Company Reporter on Aug. 12, 2005, the
Special Committee of the Board of Directors completed a 10-month
independent investigation into Krispy Kreme's corporate
governance, compliance and internal controls.

A full-text copy of the Special Committee's Summary of Independent  
Investigation is available for free at:

           http://ResearchArchives.com/t/s?bd   

The Company is also working to complete its financial restatement,
as well as the preparation of its annual financial statements for
the fiscal year ended Jan. 31, 2005.  

The adjustments are currently expected to have the effect of  
decreasing pre-tax income for periods through the third quarter of
fiscal 2005 by an estimated cumulative $25.6 million.  The
adjustments are currently estimated to decrease pre-tax income by
$1.1 million, $1.9 million, $2.1 million, $13.9 million and
$3.2 million for fiscal 2001, 2002, 2003 and 2004 and the first
nine months of fiscal 2005, respectively, as well as by
$3.4 million for periods prior to fiscal 2001.  The estimates
remain subject to revision and the results of the audit of the
Company's annual financial statements.

                      Material Weakness

Although the Company has not yet completed its assessment of
internal control over financial reporting, management has
concluded that material weaknesses existed as of Jan. 30, 2005.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  The
material weaknesses identified to date relate to four broad
internal control issues:

    * The Company failed to maintain an effective control  
      environment, including failure of former senior management  
      to set the appropriate tone at the top of the organization  
      and to ensure adequate controls were designed and operating  
      effectively

    * The Company failed to maintain a sufficient complement of  
      personnel with a level of accounting knowledge, experience  
      and training in the application of generally accepted  
      accounting principles commensurate with the Company's  
      financial reporting requirements and the complexity of the  
      Company's operations and transactions

    * The Company failed to maintain effective controls over the  
      documentation and analysis of acquisitions to ensure they  
      were accounted for in accordance with GAAP

    * The Company failed to maintain effective controls over the  
      selection and application of accounting policies related to  
      leases and leasehold improvements to ensure they were  
      accounted for in accordance with GAAP

Because management has not completed its testing and evaluation of
the Company's internal control over financial reporting and its
evaluation of the control deficiencies identified to date, the
Company may identify additional material weaknesses.  Based on the
material weaknesses identified to date, management believes it
will conclude in "Management's Report on Internal Control over
Financial Reporting" in its fiscal 2005 Form 10-K that the
Company's internal control over financial reporting was not
effective as of January 30, 2005.  Also, as a result of these
material weaknesses, management believes that the report of the
Company's independent registered public accounting firm will
contain an adverse opinion with respect to the effectiveness of
the Company's internal control over financial reporting as of
January 30, 2005.  The Company plans to provide a more detailed
description of material weaknesses, including its plan for
remediating such weaknesses, in its annual report on Form 10-K for
fiscal 2005.


LION GABLES: S&P Rates $1.9 Billion Sr. Secured Term Loan at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit,
senior unsecured, and preferred stock ratings on Lion Gables
Residential Trust, formerly Gables Residential Trust, and various
related entities and removed them from CreditWatch with negative
implications, where they were placed June 8, 2005.

At the same time, a 'BB+' rating and '1' recovery rating are
assigned to Lion Gables' $1.9 billion senior secured term loan and
$300 million senior secured revolving credit facility.  The
outlook for this newly private entity is stable.  The rating
actions follow the completion of the merger that was announced
June 7, 2005.

"The downgrades reflect a post-closing capital structure that is
more highly leveraged and that comprises a significantly higher
level of secured debt, which substantially encumbers the
portfolio.  Furthermore, debt protection measures will be low and
vulnerable to rising interest rates due to the high component of
variable-rate debt in the capital structure," explained Standard &
Poor's credit analyst George Skoufis.

Mr. Skoufis also noted, "The company is expected to attempt to de-
lever quickly, primarily through asset sales, and to repay any
remaining short-term bank debt through a potential permanent debt
refinancing.  However, market conditions could affect asset
pricing and the timing of sales.  In addition, the existing
portfolio, as well as future development and acquisitions, will be
financed on a secured basis."

Despite the company's more aggressive financial profile, the
stable outlook is based upon the high-quality portfolio and
continued improvement in apartment fundamentals, which should
produce improved property-level cash flow to support the greater
debt service needs.


LLS GROUND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: LLS Ground Transportation Inc.
        1919 Northwest, 19 Street #701
        Fort Lauderdale, Florida 33311

Bankruptcy Case No.: 05-26996

Chapter 11 Petition Date: October 5, 2005

Court: Southern District of Florida (Broward)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Charles D. Franken, Esq.
                  8181 West Broward Boulevard #360
                  Plantation, Florida 33324
                  Tel: (954) 476-7200

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's List of its 20 Largest Unsecured Creditors was not
available at press time.


LOCKWOOD AUTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lockwood Auto Group, Inc.
        808 East Main Street
        Girard, Pennsylvania 16417

Bankruptcy Case No.: 05-13558

Type of Business: The Debtor is a car dealer.
                  See http://www.lockwoodautogroup.com/

Chapter 11 Petition Date: October 3, 2005

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: John M. Steiner, Esq.
                  Leech Tishman Fuscaldo & Lampl, LLC
                  Citizens Bank Building, 30th Floor
                  525 William Penn Place
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 261-1600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Erie Times News                                  $19,298
[Address not provided]

Cobalt Group                                      $7,444
[Address not provided]

Farleys Industrial Services                       $7,363
[Address not provided]

Windofts Auto and Truck Parts                     $7,016
[Address not provided]

Schaffner, Knight, Minnaugh                       $6,645
[Address not provided]

WICU TV 12                                        $3,760
[Address not provided]

Girard Borough Tax Collector                      $3,586
[Address not provided]

Boyer RV Center                                   $3,276
[Address not provided]

Lake City Paint and Supply                        $3,081
[Address not provided]

Patterson Auto Wrecking                           $2,937
[Address not provided]

Knox McLaughlin Gornall                           $2,918
[Address not provided]

WFXP - Erie                                       $2,900
[Address not provided]

Unishippers                                       $2,849
[Address not provided]

Leasemore                                         $2,800
[Address not provided]

Exxpress Tires                                    $2,480
[Address not provided]

Lieutenant Dent                                   $2,407
[Address not provided]

Platinum Plus Business                            $2,392
[Address not provided]

O&P Oil & Gas, Inc.                               $2,165
[Address not provided]

Safelite Glass Corp.                              $2,159
[Address not provided]

Autotrader.com, LLC                               $1,800
[Address not provided]


LUCILLE FARMS: Nasdaq Halts Common Stock Trading
------------------------------------------------
Lucille Farms, Inc. (OTC: LUCY.PK) disclosed the delisting of its
common stock from The Nasdaq Capital Market, effective with the
opening of business last Oct. 6, 2005.  The Company failed to be
in compliance with Marketplace Rule 4310(c)(2)(B), which requires
the Company to have a minimum of $2,500,000 in stockholders'
equity or $35,000,000 market value of listed securities or
$500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently
completed fiscal years.  The Company may request the Nasdaq
Listing and Hearing Review Council to review the decision of the
Nasdaq Listing Qualifications Panel, but has not yet determined
whether it will do so.

The Company's quotation for its common stock is expected to appear
in the "Pink Sheets" under the trading symbol "LUCY."  The
Company's common stock may also be quoted in the future on the OTC
Bulletin Board provided a market maker files the necessary
application with the NASD and such application is cleared.  The
Company will disclose further trading venue information for its
common stock when such information becomes available.

Lucille Farms, Inc. is engaged in the manufacture, processing,
shredding and marketing of low moisture mozzarella cheese
(including whole milk, part skim and reduced fat low moisture
mozzarella cheese), pizza cheese (a product made with low moisture
mozzarella cheese and other natural ingredients) and square
provolone, and the shredding of other cheese and cheese blends.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 19, 2005,
Mahoney Cohen & Company, CPA, P.C., expressed substantial doubt
about Lucille Farms, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended March 31, 2005.  At March 31, 2005, the Company has a
loss from continuing operations of $3,269,000, cash used in
operating activities of $1,026,000 and a deficiency in assets of
$262,000.  


M&S TRANSPORTATION: Taps Davidson Law Firm as Bankruptcy Counsel
----------------------------------------------------------------          
M&S Transportation, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Arkansas for permission to employ Davidson Law
Firm, Ltd., as its general bankruptcy counsel.

Davidson Law Firm will:

   1) assist and advise the Debtor of its rights, duties, and
      obligations as a Debtor operating under chapter 11 of the
      Bankruptcy Code;

   2) prepare pleadings and applications and conduct examinations
      incidental to any related proceedings or to the
      administration of the Debtor's chapter 11 case;

   3) develop the relationship of the status of the Debtor to the
      claims of creditors in its chapter 11 case and take any and
      all other necessary actions incident to the proper
      preservation and administration of the Debtor's chapter 11
      case;

   4) advise and assist the Debtor in the formation and
      preservation of a plan of reorganization and an accompanying
      disclosure statement, and any and all matters related
      to that plan and disclosure statement;

   5) investigate and advise the Debtor on whether to move to
      consolidate its chapter 11 case with other bankruptcy cases
      of its affiliates that may be eventually identified; and

   6) render all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Stephen L. Gershner, Esq., a Member of Davidson Law Firm, is one
of the lead attorneys for the Debtor.  Mr. Gershner disclosed that
his Firm received a $20,000 retainer.  

Mr. Gershner reports Davidson Law Firm's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partner                 $195
      Counsel              $100 - $195
      Paralegals               $60

Davidson Law Firm assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Little Rock, Arkansas, M&S Transportation, Inc.,
filed for chapter 11 protection on Sept. 30, 2005 (Bankr. E.D.
Ark. Case No. 05-23717).  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million.


M&S TRANSPORTATION: Section 341(a) Meeting Slated for October 27
----------------------------------------------------------------          
The U.S. Trustee for Region 13 will convene a meeting of M&S
Transportation, Inc.'s creditors at 3:00 p.m., on Oct. 27, 2005,
at the Office of the U.S. Trustee, Bank of America Building, 200
W. Capitol, 12th Floor - Room 1210, Little Rock, Arkansas 72201.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Little Rock, Arkansas, M&S Transportation, Inc.,
filed for chapter 11 protection on Sept. 30, 2005 (Bankr. E.D.
Ark. Case No. 05-23717).  Stephen L. Gershner, Esq., at Davidson
Law Firm, Ltd., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million.


MARLINS TILES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Marlins Tiles & Marble, Inc.
        2793 Northwest 79 Avenue
        Miami, Florida 33122

Bankruptcy Case No.: 05-41779

Chapter 11 Petition Date: October 4, 2005

Court: Southern District of Florida (Dale)

Judge: Robert A. Mark

Debtor's Counsel: Denise Marie Blackwell-Pineda, Esq.
                  13460 Southwest 81 Street
                  Miami, Florida 33183

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's List of its 20 Largest Unsecured Creditors was not
available at press time.


MCI INC: Shareholders Vote 88.2% in Favor of Verizon Merger
-----------------------------------------------------------
MCI, Inc., reports that at a special shareholders meeting held on
Oct. 6, 2005, majority of its shareholders approved the Company's
merger agreement with Verizon Communications.  

The certified results show that 64.6% of outstanding shares and
88.2% of votes cast were in favor of the merger, the Company said
in a press release.

"This vote of support by our shareholders represents a key
milestone in the merger approval process," MCI President and
Chief Executive Officer Michael D. Capellas said. "The combined
company will have the strength and assets necessary to be a
competitive force in today's transforming communications
marketplace."

MCI previously filed a proxy statement with the Securities and
Exchange Commission dated September 26, 2005, urging its
shareholders to vote for the Verizon merger.  The Company warned
its shareholders not to confuse the white MCI proxy card with a
green proxy card solicited by Deephaven Capital Management LLC.

Deephaven solicited proxy votes from MCI shareholders to reject
the Verizon merger.  Deephaven also urged Qwest Communications
International to make a new bid for the MCI business.

Qwest directors discussed the possibilities of a new bid in the
last week of September.  However, terms did not materialize and
Qwest decided against renewing a takeover bid for MCI.

MCI's Board of Directors also declared a special dividend of
$5.60 per share in accordance with the merger agreement, the
Company said.  The special dividend will be paid on October 27,
2005, to shareholders of record at the close of business on
October 17, 2005.

The merger is expected to close in late 2005 or early 2006,
pending certain regulatory approvals.

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCI INC: European Commission Approves Verizon-MCI Merger
--------------------------------------------------------
The European Commission approved the Verizon-MCI merger
application on Oct. 7, 2005.  The following statement can be
attributed to Verizon and MCI:

"The European Commission's decision to approve the Verizon-MCI
transaction is another significant milestone in the merger review
process.  Both companies appreciate the professionalism and
courtesy of the Commission staff in their thorough review.  

"The transaction remains on track to close by this year or early
next year.  We look forward to delivering the benefits of this
transaction to the European business community as a combined
company."

                    Verizon Communications Inc.

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE:VZ) is one of the world's leading
providers of communications services.  Verizon has a diverse work
force of more than 214,000 in four business units:  Domestic
Telecom provides customers based in 28 states with wireline and
other telecommunications services, including broadband.  Verizon
Wireless owns and operates the nation's most reliable wireless
network, serving 47.4 million voice and data customers across the
United States.  Information Services operates directory publishing
businesses and provides electronic commerce services.
International includes wireline and wireless operations and
investments, primarily in the Americas and Europe. For more
information, visit www.verizon.com

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MERCURY INTERACTIVE: Soliciting Waivers of Reporting Defaults
-------------------------------------------------------------
Mercury Interactive Corporation (Nasdaq: MERQE) is soliciting
consents from the holders of its $300 million aggregate
principal amount of outstanding 4.75% Convertible Subordinated
Notes due 2007 and from the holders of its $500 million aggregate
principal amount of outstanding Zero Coupon Senior Convertible
Notes due 2008.

In each case, Mercury is requesting a limited waiver, until
March 31, 2006, of any default or event of default arising from
Mercury's failure to file with the Securities and Exchange
Commission and furnish to the holders of notes, those reports
required to be filed under the Securities Exchange Act of 1934.  
Holders of the notes are referred to Mercury's Consent
Solicitation Statements dated Oct. 7, 2005, and the related
Letters of Consent for the detailed terms and conditions of the
consent solicitations.

Mercury is offering a consent fee of $15 for each $1,000 in
principal amount of 4.75% Convertible Subordinated Notes due 2007
and $75 for each $1,000 in principal amount of Zero Coupon Senior
Convertible Notes due 2008, in each case to which the holder of
such notes provides a consent.  The record date for determining
the holders who are entitled to consent is Oct. 7, 2005.  Approval
of the proposed waivers requires the consent of a majority of the
holders of the principal amount of the outstanding securities of
each such series.

The consent solicitations will expire at 5:00 p.m., Eastern
Daylight Time in the United States, on Oct. 18, 2005, unless
extended.  Holders may tender their consents to the Tabulation
Agent as described below at any time before the expiration date.  
However, after consents are received from the requisite majority
of holders of any series of securities, Mercury will execute a
supplemental indenture and thereafter the consents related to that
series may not be revoked unless Mercury fails to pay the required
consent fee.

                   Financial Restatements

As reported in the Troubled Company Reporter on Aug. 31, 2005, the
Company concluded that its previously issued financial statements
for the fiscal years 2002, 2003 and 2004, which are included in
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2004, the Quarterly Reports on Form 10-Q filed with
respect to each of these fiscal years and the financial statements
included in the Company's Quarterly Report on Form 10-Q for the
first quarter of fiscal year 2005, should no longer be relied upon
and will be restated.  In addition, the restatement will affect
financial statements for prior fiscal years, and the Company will
also require a revision of the previously reported financial
information included in its press release of July 28, 2005 and its
Current Report on Form 8-K dated Aug. 17, 2005.

Mercury intends to complete the restatements and make the required  
amended Form 10-K and Form 10-Q filings and to file its Form 10-Q  
for the second quarter of fiscal year 2005 as soon as practicable  
following completion of the Special Committee investigation, the  
Company's review and restatement of its historical financials and  
completion of the audit process.  The Company does not expect that  
it will be able to complete this process and make the required  
filings before November 2005.

The errors resulting in the required restatement relate to the  
Special Committee's conclusion that the actual dates of  
determination for certain past stock option grants differed from  
the originally selected grant dates for such awards.  Because the  
prices at the originally selected grant dates were lower than the  
price on the actual dates of determination, the Company will incur  
additional charges to its stock-based compensation expense, which  
were not included in the above-referenced financial statements.   
The Company has determined that the amounts of these charges are  
material but has not yet determined the final amount of the  
additional charges to be incurred.

                      Likely Material Weakness

Additionally, Mercury is evaluating Management's Report on  
Internal Control Over Financial Reporting set forth in Item 9a on  
page 53 of the Company's 2004 Annual Report.  Although Mercury has  
not yet completed its analysis of the impact of management's
evaluation on its internal controls over financial reporting, it
has determined that it is highly likely that Mercury had a
material weakness in internal control over financial reporting as
of Dec. 31, 2004.  

A material weakness is a control deficiency, or a combination of  
control deficiencies, that results in more than a remote  
likelihood that a material misstatement of the annual or interim  
financial statements will not be prevented or detected.  The  
existence of one or more material weaknesses as of Dec. 31, 2004,
would preclude Mercury from concluding that its internal controls
over financial reporting were effective as of year-end.  If
Mercury were to conclude that a material weakness existed, it  
would expect to receive an adverse opinion on internal control  
over financial reporting from its independent registered public  
accounting firm.

As previously disclosed, Mercury does not believe that any  
restatements will have an impact on its historical revenues, cash  
position or non-stock option related operating expenses.  Any  
charges will have the effect of decreasing the earnings and  
retained earnings figures contained in Mercury's historical  
financial statements.

Mercury has retained MacKenzie Partners, Inc., to serve as its
Tabulation Agent for the consent solicitation.  Questions
concerning the terms of the consent solicitation and requests for
documents should be directed to MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York 10016, Attention: Jeanne Carr
or Simon Coope, 212-929-5500 (call collect) or 800-322-2885 (toll-
free).  Mercury has also retained Chanin Capital Partners as a
financial advisor for the consent process.

Mercury Interactive Corporation -- http://www.mercury.com/-- is  
committed to helping customers optimize the business value of
information technology.  Founded in 1989, Mercury conducts
business worldwide and is one of the largest enterprise software
companies today.  Mercury provides software and services for IT
Governance, Application Delivery, and Application Management.  
Customers worldwide rely on Mercury offerings to govern the
priorities, processes and people of IT and test and manage the
quality and performance of business-critical applications.  
Mercury BTO offerings are complemented by technologies and
services from global business partners.


MESABA AVIATION: May File for Bankruptcy After Scheduling Changes
-----------------------------------------------------------------
MAIR Holdings, Inc., the parent company of Mesaba Aviation, Inc.,
disclosed in a regulatory filing with the Securities and Exchange
Commission that a restructuring under chapter 11 of the Bankruptcy
Code is one of the options being explored by the company after
it received a notice from Northwest Airlines, Inc., removing ten
Saab B+ aircraft from Mesaba's schedule beginning Jan. 4, 2006.  
Northwest also advised Mesaba that it's not likely to meet
delivery schedule for the remaining 13 Canadair Regional Jet
Aircraft pursuant to an Airline Services Agreement between the
parties.  

Northwest's schedule and fleet changes could result in a 28%
reduction in Mesaba's fiscal year end 2006 fleet plan.  
Furthermore, Mesaba may lose 26 Avro Regional Jets from its fleet,
as Northwest provided it with a notice terminating all of the Avro
leases.  

Mesaba is focused on reducing all areas of its cost structure, but
is expected to incur substantial losses in the third and fourth
fiscal quarters.  

Mesaba holds a $28 million prepetition claim against Northwest.

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.

Mesaba Airlines operates as a Northwest Jet Airlink and Northwest
Airlink partner for Northwest Airlines. Mesaba serves 111 cities
in 20 states and Canada from Northwest's three major hubs:
Detroit, Minneapolis/St. Paul and Memphis.  Mesaba employs 844
professional airline pilots who operate an advanced fleet of 100
regional jet and jet-prop aircraft.


MRY CORP: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MRY Corporation
        601 East Main Street
        Myerstown, Pennsylvania 17067

Bankruptcy Case No.: 05- 07000

Chapter 11 Petition Date: October 3, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham & Chernicoff PC
                  2320 North Second Street
                  P.O. Box 60457
                  Harrisburg, Pennsylvania 17106-0457
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
Indu-Comm, Inc.                    Trade debt            $18,598
601 East Main Avenue
Lebanon, PA 17067

Blakinger Byler & Thomas, P.C.     Trade debt             $3,736
28 Penn Square
Lancaster, PA 17603

PCI Insurance, Inc.                Trade debt             $1,683
P.O. Box 8500-54773
Philadelphia, PA 19178-4773

Navajo Industries                  Trade debt             $1,353

AT&T                               Phone services           $549

Safety-Kleen                       Trade debt               $378

Verizon                            Phone services           $335

Pennsylvania Chamber of Commerce   Trade Debt               $225


MURRAY INC: Judge Harrison Confirms Modified Plan of Liquidation
----------------------------------------------------------------
The Honorable Marian F. Harrison of the U.S. Bankruptcy Court for
the Middle District of Tennessee confirmed the Modified Plan of
Liquidation filed by Murray, Inc.  The Modified Plan was confirmed
on Sept. 22, 2005, and took effect on Sept. 30, 2005.

                    Modifications of the Plan

As reported in the Troubled Company Reporter on Aug. 17, 2005, the
Court approved the Debtor's Disclosure Statement explaining the
Debtor's original Plan of Liquidation on Aug. 4, 2005.

The Debtor told the Court that certain modifications were made to
the original plan as a result of discussions with creditors that
expressed concerns regarding treatment under the Plan.  The Debtor
said that the modifications in the Plan are technical or
mechanical in nature.  The Debtor explained that the intention of
the modifications were to clarify ambiguities and do not
materially impact creditors other than creditors that have
requested changes.

Specifically, the Debtor:

    (a) agreed to certain Plan language with the holders of
        alleged reclamation claims;

    (b) clarified that the real estate property owned by the
        Debtor located on Grinell Drive, Lawrenceberg, Tennessee,
        will not be transferred to the Post-Confirmation Estate;

    (c) addressed some concerns raised by objectors; and

    (d) with respect to the Post-Comfirmation Estate Agreement:

          (i) corrected some typographical errors;

         (ii) clarified that the Trustee may modify the
              compensation payable to the Disbursing Agent if his
              anticipated duties are increased; and

        (iii) clarified the roles of legal professionals expected
              to be retained by the Post-Confirmation Estate.

                        Terms of the Plan

The Plan provides for the distributions of the proceeds from the
Debtor's recent sale of substantially all of its operating assets
and the disposition of its residual assets.

Briggs and its affiliate, Briggs & Stratton Canada, Inc., bought
the assets of Murray Inc. and Murray Canada Co., for $125 million.  
The sale closed on Feb. 11, 2005.

The Post-Confirmation Estate under the Plan is a liquidating trust
to be administered by a Liquidating Agent who will be responsible
for:

   * administering estate funds under the Plan;
   * objecting to claims; and
   * liquidating through prosecution, settlement or other
     disposition, claims and rights of action, and the Residual
     Assets.

Holders of these claims will be paid in full on the Plan's
effective date:

      Claim                                 Claim Amount
      -----                                 ------------
      Administrative Claims                   $9,500,000
      Tax Claims                                $750,000
      Priority Claims                           $200,000
      PBGC Secured Claim                      $6,981,000
      Tomkins Secured Claim                  $11,900,000
      Toshiba American Secured Claim            $105,000
      Toshiba Financial Secured Claim            $11,600
      Wal-Mart Secured Claim                    $605,000
      Ozburn-Hessey Secured Claim               $300,000
      Tri-Town Secured Claim                     $65,000  

Holders of general unsecured claims aggregating $205,000,000 will
recover around 2% to 7% of their claims.  The timing of the
distributions will be in the reasonable discretion of the
Liquidating and Disbursing Agent.

Equity interests will be cancelled.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,       
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.  
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the  
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NEIMAN MARCUS: Completes $5.1B Merger with Texas Pacific & Warburg
------------------------------------------------------------------
The Neiman Marcus Group, Inc. (NYSE:NMG.A)(NYSE:NMG.B) completed
the acquisition of Neiman Marcus by an investor group led by Texas
Pacific Group and Warburg Pincus LLC.

On May 1, 2005, affiliates of Texas Pacific Group and Warburg
Pincus entered into a merger agreement with Neiman Marcus to
acquire the Company for a purchase price of approximately
$5.1 billion in cash to shareholders plus assumed net
indebtedness.  Under the terms of the merger agreement, Neiman
Marcus stockholders are entitled to receive $100 per share in
cash, without interest.

"We're delighted to be investing with the Neiman Marcus management
team.  Their success and leadership in the luxury retail sector is
unmatched," said Jonathan Coslet, a Partner at Texas Pacific
Group.  "Under their direction and through the efforts of more
than 15,000 associates, Neiman Marcus continually offers an
unparalleled shopping experience."

"Burt Tansky and the management team have done a phenomenal job in
keeping Neiman Marcus focused on its core strengths," Kewsong Lee,
a Warburg Pincus Managing Director and leader of the firm's global
LBO group, said.  "The company has enjoyed record operating and
financial performance and we look forward to working with Burt and
his team to continue building upon this track record of success."

Commenting on the closing, Neiman Marcus Group President and Chief
Executive Officer Burton M. Tansky said: "We are pleased with the
successful outcome of this transaction and look forward to
partnering with Texas Pacific Group and Warburg Pincus.  Our new
partners share our vision of serving the luxury consumer with
distinctive merchandise and outstanding customer service,
continuing the nearly 100-year tradition of Neiman Marcus."

The investor group financed the transaction with equity
contributions from funds affiliated with Texas Pacific Group and
Warburg Pincus, certain co-investors and certain members of
management and cash on hand at Neiman Marcus, along with:

   -- a new $1.975 billion senior secured term loan facility;

   -- a new senior secured asset-based revolving credit facility
      providing financing of up to $600 million, of which
      $150 million was drawn at the closing; and

   -- the private placement of $700 million aggregate principal
      amount of senior notes due 2015 and $500 million aggregate
      principal amount of senior subordinated notes due 2015.

As separately disclosed, in connection with the closing of the
merger, Neiman Marcus called for the redemption of all of its
6.65% senior notes due 2008.

Neiman Marcus stock ceased trading on the New York Stock Exchange
at market close Thursday, and will be delisted.   As soon as
practicable, a paying agent appointed by Neiman Marcus will send
information to all Neiman Marcus stockholders of record,
explaining how they can surrender Neiman Marcus stock in exchange
for $100 per share in cash, without interest.  Stockholders of
record should await this information before surrendering their
shares.  Stockholders who hold shares through a bank or broker
will not have to take any action to have their shares converted
into cash, since these conversions will be handled by the bank or
broker.

                  About Texas Pacific Group

Texas Pacific Group, founded in 1993 and based in Fort Worth, San
Francisco, and London, is a private equity firm that has raised
approximately $15 billion in equity capital. Texas Pacific Group
seeks to invest in world-class franchises across a range of
industries, including significant investments in luxury and other
retail businesses, technology, consumer products, airlines and
healthcare. Significant investments include investments in leading
retailers (J. Crew, Debenhams (UK), Petco), technology companies
(Sungard Data Systems, MEMC Electronic Materials, ON
Semiconductor, Paradyne Networks and Seagate Technology), branded
consumer franchises (Burger King, Del Monte, Ducati Motorcycles,
Metro-Goldwyn-Mayer), airlines (Continental, America West),
healthcare companies (Oxford Health Plans, Quintiles
Transnational), energy and power generation companies (Denbury
Resources and Texas Genco) and others (Punch Taverns (UK)).

                   About Warburg Pincus

Warburg Pincus -- http://www.warburgpincus.com/-- has been a  
leading private equity investor since 1971.  Throughout its 35-
year history in private equity, Warburg Pincus has invested at all
stages of a company's life-cycle, from founding start-ups to
providing growth capital to leading recapitalizations, leveraged
buy-outs and special situations.  The firm currently has
approximately $12.5 billion under management and an additional $8
billion available for investments in a range of sectors, including
consumer products and industrial, financial services, information
and communication technology, media and business services,
healthcare, energy and real estate.  Warburg Pincus invests
globally from offices in New York, Menlo Park, London, Frankfurt,
Hong Kong, Tokyo, Seoul, Beijing, Shanghai and Mumbai.  The firm
has an active portfolio of more than 100 companies.  Warburg
Pincus has invested approximately $3.5 billion in more than 35
late-stage, leveraged transactions and special situations,
including Jarden (NYSE:JAH), Knoll (NYSE:KNL), Polypore
International, Telcordia Technologies, Transdigm and UGS.

               About The Neiman Marcus Group

The Neiman Marcus Group, Inc. -- http://www.neimanmarcusgroup.com/
-- operations include the Specialty Retail Stores segment and the
Direct Marketing segment. The Specialty Retail Stores segment
consists primarily of Neiman Marcus and Bergdorf Goodman stores.
The Direct Marketing segment conducts both print catalog and
online operations under the Neiman Marcus, Horchow and Bergdorf
Goodman brand names.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services lowered its ratings on The
Neiman Marcus Group Inc.  The corporate credit rating was lowered
to 'B+' from 'BBB'.  All ratings are removed from CreditWatch,
where they were placed March 16, 2005 with negative implications.
The outlook is stable.  The rating action precedes the imminent
closing of the $5.1 billion LBO of Neiman Marcus by Texas Pacific
Group and Warburg Pincus.

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Moody's Investors Service affirmed the ratings of Neiman Marcus
Group, Inc. including the Corporate Family Rating of B1, senior
secured guaranteed long-term debt rating of B1, senior unsecured
guaranteed long-term debt rating of B2 and senior subordinated
unsecured guaranteed long-term debt rating of B3 and the
Speculative Grade Liquidity Rating of SGL-2.  The ratings of the
company's legacy debt are affirmed, except for the rating of the
7.125% debentures which remains on review for possible downgrade
until the security interest has been perfected.  Moody's said the
rating outlook is stable.


NEIMAN MARCUS: Calls for Redemption All Outstanding 6.65% Notes
---------------------------------------------------------------
The Neiman Marcus Group, Inc. (NYSE:NMG.A)(NYSE:NMG.B) has called
for redemption of all of its outstanding $125 million aggregate
principal amount of 6.65% senior notes due 2008.

The redemption date has been set for Nov. 7, 2005.  The redemption
price will be calculated as described in the indenture governing
the notes, based upon the yield to maturity of a reference
Treasury Security.  In accordance with the indenture, the
redemption price will be computed on the third business day prior
to the redemption date.  In addition, Neiman Marcus will pay
accrued and unpaid interest on the redeemed notes up to the
redemption date.

The Neiman Marcus Group, Inc. -- http://www.neimanmarcusgroup.com/
-- operations include the Specialty Retail Stores segment and the
Direct Marketing segment. The Specialty Retail Stores segment
consists primarily of Neiman Marcus and Bergdorf Goodman stores.
The Direct Marketing segment conducts both print catalog and
online operations under the Neiman Marcus, Horchow and Bergdorf
Goodman brand names.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services lowered its ratings on The
Neiman Marcus Group Inc.  The corporate credit rating was lowered
to 'B+' from 'BBB'.  All ratings are removed from CreditWatch,
where they were placed March 16, 2005 with negative implications.
The outlook is stable.  The rating action precedes the imminent
closing of the $5.1 billion LBO of Neiman Marcus by Texas Pacific
Group and Warburg Pincus.

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Moody's Investors Service affirmed the ratings of Neiman Marcus
Group, Inc. including the Corporate Family Rating of B1, senior
secured guaranteed long-term debt rating of B1, senior unsecured
guaranteed long-term debt rating of B2 and senior subordinated
unsecured guaranteed long-term debt rating of B3 and the
Speculative Grade Liquidity Rating of SGL-2.  The ratings of the
company's legacy debt are affirmed, except for the rating of the
7.125% debentures which remains on review for possible downgrade
until the security interest has been perfected.  Moody's said the
rating outlook is stable.


NORTHWEST AIRLINES: Bankruptcy Court Implements Automatic Stay
--------------------------------------------------------------
As a global airline, Northwest Airlines Corporation and its
debtor-affiliates' operations are dependent entirely on the
thousands of valuable relationships that they have developed with
national and local businesses in the United States, Europe, Japan
and the numerous other countries in which they operate.  These
relationships allow the Debtors to obtain services, supplies and
inventory on short-term, unsecured credit or on the strength of
checks drawn on the Debtors' bank accounts.  It also resulted in
the Debtors having, in the aggregate, thousands of creditors
worldwide.   

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in  
New York, explains that many of these creditors do not transact  
business with Chapter 11 debtors on a regular basis or are  
unfamiliar with the scope of the debtors' authority to conduct  
their business.  These creditors may be unfamiliar with the  
operation of the automatic stay provisions of the Bankruptcy  
Code.   

Mr. Zirinsky asserts that the Debtors must be allowed to take  
immediate, active steps to preserve their loyal customer base and  
essential relationships with, among others, the traveling public,  
tour operators, cargo and travel agents, other airlines with  
which they have interline agreements, commercial and code sharing  
agreements, fuel suppliers and other essential trade creditors,  
and certain other business entities.

To preserve these relationships and maintain the confidence of  
the Debtors' business partners, the U.S. Bankruptcy Court for the
Southern District of New York, at the Debtors' behest, entered a
declaratory order:

   (a) authorizing the Debtors to continue to operate their
       businesses; and  

   (b) implementing the protections afforded by the automatic  
       stay and related provisions of the Bankruptcy Code.  

The Court rules that in accordance with and subject to, Sections  
363 and 364 of the Bankruptcy Code, the Debtors still have the  
power to enter into transactions that they could have entered  
into in the ordinary course of their businesses had there been no  
bankruptcy filing.  The Debtors' foreign representatives who have  
acted pursuant to a power of attorney may continue to do so and  
as to the extent requested by the Debtors.

Suppliers and other parties may continue to transact with the  
Debtors in the ordinary course of business in the same manner and  
on the same terms and conditions as they did before the Petition  
Date.
  
Subject to Sections 362(b), 555, 556 and 560 of the Bankruptcy  
Code, all persons and governmental units, whether of the United  
States, or any foreign country are stayed, restrained and  
enjoined from:

   (1) commencing or continuing any judicial, administrative, or  
       other action or proceeding against the Debtors that was or  
       could have been commenced, or recovering a claim against  
       the Debtors that arose, before the Petition Date;

   (2) enforcing, against the Debtors or against property of  
       their estates, a judgment or order obtained before the  
       Petition Date;

   (3) taking any action to obtain possession of property of the  
       Debtors' estates or to exercise control over property of  
       the estates or interfere in any way with the Debtors'  
       businesses;

   (4) taking any action to create, perfect, or enforce any lien  
       against property of the Debtors' estates;

   (5) taking any action to create, perfect, or enforce against  
       property of the Debtors any lien to the extent that the  
       lien secures a claim that arose before the Petition Date;

   (6) taking any action to collect, assess, or recover a claim  
       against the Debtors that arose before the Petition Date;

   (7) offsetting any debt owing to the Debtors that arose before  
       the Petition Date against any claim against the Debtors;   
       and

   (8) commencing or continuing any proceeding before the United  
       States Tax Court concerning the Debtors, subject to the  
       provisions of Section 362(b).

All persons are stayed, restrained and enjoined from terminating  
or modifying any and all contracts and leases to which any Debtor  
is a party or signatory, at any time after the Petition Date  
because of a provision in a Contract or Lease that is  
conditioned:

   (a) on the insolvency or financial condition of the Debtors at  
       any time before the closing of their cases; or  

   (b) before the Petition Date under the Bankruptcy Code.  

Accordingly, all persons are required to continue to perform  
their obligations under the Leases and Contracts postpetition.

Any and all governmental units are prohibited and enjoined from,  
among other things, denying, or refusing to renew any license,  
permit, charter, franchise, or other similar grant to condition  
the grant to discriminate with respect to a grant against the  
Debtors solely because they:

   (a) are debtors under the Bankruptcy Code;

   (b) have been insolvent before the Petition Date; or  

   (c) are insolvent during the pendency of their Chapter 11  
       cases.

Judge Gropper clarifies that the Order does not constitute a  
rejection or assumption by the Debtors of any executory contract  
or unexpired lease by virtue of reference of any contract or  
lease in the Debtors' 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. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants to Reject & Abandon Excess Aircraft
-------------------------------------------------------------
As of Sept. 1, 2005, Northwest Airlines Corporation had a fleet
of approximately 699 aircraft, consisting of 381 narrow-body,
84 wide-body aircraft -- including 14 Boeing 747 freighter
aircraft -- and 234 regional aircraft.   

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,  
in New York, tells Judge Gropper of the U.S. Bankruptcy Court for
the Southern District of New York that the Debtors need to adjust  
the fleet size and mix in light of current market conditions for  
aircraft, projected demand for air travel, current and projected  
flight schedules, maintenance requirements, labor costs, and  
other business and economic factors.

"The Debtors' fleet review process is not complete, is inherently  
dynamic and is expected to result in additional aircraft being  
returned to lessors and lenders in order to match fleet  
requirements with current market dynamics," Mr. Petrick says.  

The Debtors estimate that more than 100 aircraft in the  
aggregate will be designated for deletion from the fleet.  As  
of September 14, 2005, the Debtors have determined that it is  
not in the best interest of their estates to retain 13 Excess  
Aircraft.  A list of the 13 Excess Aircraft is available for  
free at http://ResearchArchives.com/t/s?233        

Some of these aircraft have been in storage for some time.  These  
aircraft are generating no value for the Debtors and play no role  
in the Debtors' future plans.  Some have been recently taken out  
of service due to their age, maintenance condition, and ongoing  
expected costs and play no role in the Debtor's future plans.

The Excess Aircraft are either (a) the subject of leases with  
various lessors or (b) owned and subject to a mortgage or other  
debt financing arrangement with various lenders.

Accordingly, the Debtors seek the Court's authority to reject,  
effective as of September 14, 2005, the leases relating to the  
Excess Aircraft, and abandon the owned Excess Aircraft pursuant  
to Section 544 of the Bankruptcy Code.

The Debtors will make the Excess Aircraft available for delivery  
to their lessors and lenders, as applicable.

In addition to the Excess Aircraft, the Debtors have identified  
102 Potential Excess Aircraft.  A list of the Potential Excess  
Aircraft is available for free at
http://ResearchArchives.com/t/s?234

Under existing lease or debt terms, Mr. Petrick says, the  
Potential Excess Aircraft are not beneficial to the Debtors'  
estates.  "However, given the types and ages of these aircraft,  
the Debtors could benefit from these aircraft if the lease or  
debt terms, as applicable, were revised."

By this motion, the Debtors seek the Court's permission to reject  
the leases relating to the Potential Excess Aircraft and abandon  
the owned Potential Excess Aircraft.  

Rather than being effective as of the Petition Date, however, the  
Debtors request that the rejection or abandonment, as applicable,  
becomes effective as to each aircraft at the time that the  
Debtors file with the Court a rejection or abandonment notice.   
Those notices would be filed with the Court, upon the sole  
discretion of the Debtors, at any time, but not later than 45  
days from the Petition Date.  During this 45-day period, Debtors  
would attempt to renegotiate the terms of the relevant leases or  
debt financings.

To preserve the value of the Excess Aircraft during the  
transition from the Debtors to the affected lessors and lenders,  
the Debtors will maintain the current insurance coverage and  
continue the existing storage maintenance program pursuant to the  
Debtors FAA-approved maintenance program relating to the Excess  
Aircraft until the earlier of:  

   (a) the 30th day after the Petition Date, or  

   (b) the date on which the lessor or mortgagee takes possession  
       of the Excess Aircraft.  

The Debtors will do the same with respect to the Potential Excess  
Aircraft for which a notice of rejection or abandonment is filed,  
except that the Coverage Period will be the earlier of:  

   (a) the 30th day after the date on which the notice of  
       rejection or abandonment is filed with the Court, or  

   (b) the date on which the lessor or mortgagee takes possession  
       of the Potential Excess Aircraft.  

At the conclusion of the Coverage Period, the Debtors will cease  
insuring and maintaining the aircraft.

To the extent that any of the Excess Aircraft or Potential Excess  
Aircraft is subleased out by the Debtors to its regional  
carriers, the Debtors also seek to reject the subleases.  The  
rejection of a prime lease automatically terminates the right to  
possession under the sublease.

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: Tennenbaum Lenders Want Adequate Protection
---------------------------------------------------------------
Special Value Opportunities Fund, LLC, and Special Value  
Expansion Fund, LLC -- Tennenbaum Lenders -- are parties to  
prepetition term loan agreements with Northwest Airlines, Inc.:

                     Loan                                Amount
Date of Loan       Amount     Collateral             Outstanding
------------       ------     ----------             -----------
Oct. 12, 2004   $22,500,000   2 Boeing 747 aircraft  $21,771,843
Oct. 12, 2004   $22,500,000   & 4 Pratt & Whitney    $21,771,843
                               JT9D-7R4G2 jet

Nov. 19, 2004   $12,500,000   1 Boeing 747 aircraft  $12,571,100
                               & 4 Pratt & Whitney  
                               JT9D-7R4G2 jet engines

Nov. 19, 2004   $22,500,000   1 Boeing 747 aircraft  $22,442,206
                               & 4 Pratt & Whitney  
                               JT9D-7R4G2 jet engines

Each of the outstanding principal balance due also includes  
accrued interest and reimbursable expenses.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in  
Los Angeles, California, informs the U.S. Bankruptcy Court for the
Southern District of New York that the 747-200 aircraft are
encumbered by a security interest for the benefit of the
Tennenbaum Lenders and, as a result, Northwest must within 60  
days of the Petition Date perform under the loan agreements as  
required by Section 1110(a)(2) of the Bankruptcy Code to avoid,  
as a matter of law under Section 1110, termination of the  
automatic stay.

At this time, according to Mr. Aronzon, Northwest has neither  
agreed to perform its existing Section 1110 obligations nor  
offered the Tennenbaum Lenders adequate protection for its  
postpetition use of the Aircraft.

The Tennenbaum Lenders believe that the Aircraft remain in  
service in Northwest's operating fleet and are being flown on  
scheduled routes in the ordinary course of Northwest's business.   
Northwest's continued use of the Aircraft has caused the Aircraft  
to depreciate in value.

The Tennenbaum Lenders contend that they are not being  
"adequately protected" for the continuing depreciation of the  
Aircraft.

In this regard, the Tennenbaum Lenders ask the Court to order  
Northwest to immediately cease use of, and safeguard, their  
Collateral, unless Northwest:

   (i) makes cash payments in an amount equal the regular fully
       amortized payments payable to the Tennenbaum Lenders
       pursuant to the Loan Agreements;

  (ii) performs its maintenance obligations and insurance
       obligations with respect to the Collateral; and

(iii) provides reporting to the Tennenbaum Lenders and access to
       its books and records related to the Collateral, in each
       case as provided in the Loan Documents.

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)


NORTHWESTERN CORP: Court Okays PPL Montana Claims Settlement Pact
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
definitive agreement between NorthWestern Corporation d/b/a
NorthWestern Energy (Nasdaq: NWEC) and PPL Montana, LLC, a
subsidiary of PPL Corporation (NYSE: PPL).  The agreement settles
all claims and counterclaims pending in the case styled
Northwestern Corporation vs. PPL Montana, LLC vs. NorthWestern
Corporation and Clark Fork and Blackfoot, LLC, Cause No. CV-02-94-
BU (SEH) pending in U.S. District Court in Montana and PPLM's
claims filed in NorthWestern's bankruptcy proceeding.

The litigation and claims involved a dispute regarding an asset
purchase agreement between the former Montana Power Company and
PPLM which NorthWestern acquired when it purchased the
transmission and distribution assets of Montana Power.  The
principal dispute involved 500 kV Colstrip transmission assets
located in east-central Montana.  

Under terms of the definitive agreement, NorthWestern retains the
Colstrip transmission assets and PPLM paid NorthWestern $9 million
in cash on Thursday, Oct. 6, 2005.  In conjunction with this
settlement, NorthWestern will recognize a $9 million pretax gain
in the fourth quarter of 2005.  The agreement also provides for
PPLM to withdraw its claims in NorthWestern's bankruptcy
proceeding along with the dismissal and release of claims arising
out of the federal court litigation.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.


OFFICEMAX INC: Moody's Reviews Ba1 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service placed both the Ba1 corporate family
rating and Baa2 secured note rating of OfficeMax, Inc., on review
for possible downgrade based on unanticipated softness in
OfficeMax's retail segment, as well as uncertainty with respect to
the ongoing integration process of the company's wholesale and
retail businesses.

Ratings placed on review for possible downgrade:

   * Corporate family rating at Ba1, and
   * Senior notes due 2013 at Baa2.

Rating affirmed:

   * Speculative grade liquidity rating of SGL-2

OMX's operating performance for the first six months of 2005 has
been weak, particularly in its retail segment which is barely
profitable, resulting in a negative free cash flow profile and
increased leverage.  Despite the significant reduction of almost
$2 billion in funded debt following the sale of the forest
products business in late-2004, leverage has increased as a result
of the weaker than anticipated operating performance to a level
that is high for the Ba1 corporate family rating.

The Baa2 rating on the senior notes, which have been paid down to
roughly $19 million, reflects the 106% collateral in the form of
Aa2 rated securities.

Moody's review of OMX's long term ratings will focus on:

   1) operating performance for the third quarter of fiscal 2005,
      with primary attention paid to the retail segment;

   2) speed and level of any potential turnaround in operating
      performance; and

   3) continued progress of the integration effort.

The SGL-2 speculative grade liquidity rating represents good
liquidity, and reflects the likelihood that OMX will need to draw
to a moderate extent on its committed bank facility over the next
twelve months, reflecting its softer than expected cash flow from
operations, one time charges and some seasonality in its working
capital needs.  The rating also considers the good availability on
the company's $500 million asset-based bank credit facility (which
matures in June 2010).  Covenants are not applicable until
availability falls below $75 million, which OMX comfortably
exceeds.

OfficeMax Incorporated, headquartered in Itasca, Illinois, is a
major retailer and wholesaler of office supplies.


PACIFIC BIOMETRICS: Williams & Webster Raises Going Concern Doubt
-----------------------------------------------------------------
Williams & Webster, PS, of Spokane, Washington, expressed
substantial doubt about Pacific Biometrics Inc.'s ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended June 30, 2005.  
The auditing firm points to the Company's recurring net losses and
cash flow shortages.

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission, Pacific
Biometrics reports a $2,993,000 net loss compared to a $1,884,000
net loss in fiscal 2004.  Management says the increase in loss is
reflective of a significant decrease in revenue during fiscal
2005.  In addition, the increase in net loss from fiscal 2004 to
fiscal 2005 resulted from an increase in other expenses and the
increase in the Company's selling, general and administrative
expenses.

Pacific Biometrics experienced significant quarterly fluctuations
and reductions in revenue during fiscal 2004 and fiscal 2005.  For
fiscal 2005 compared to fiscal 2004, the Company's revenue
decreased 33% to approximately $3,230,000 from approximately
$4,801,000.

The Company incurred a net loss in fiscal 2004 and fiscal 2005.  
At June 30, 2005, had an accumulated deficit of approximately
$26,112,000.

The Company's balance sheet showed $3,427,267 of assets at
June 30, 2005, liabilities totaling $3,789,350 and stockholders'
deficit of $362,000.  

The Company has regularly reported cash flow shortages and
deficiencies in working capital although at June 30, 2005, it had
approximately $1,439,000 in cash and a positive working capital
position of approximately $308,000,

                          Debts

The Company has also incurred significant amounts of debt,
including a secured convertible note and notes payable of
$1,647,000 and other liabilities of $2,143,000.  

These amounts include $1,500,000 in gross proceeds ($1,386,000 in
net proceeds) realized from a secured debt financing that closed
in January 2005.  These amounts also include $2,659,284 in the
discount balance associated with its two Laurus Notes.

Pacific Biometrics also had amounts of past due debt, including
approximately $7,000 of accounts payable that was 90 or more days
old as of June 30, 2005.

                   About Pacific Biometrics

Established in 1989, Pacific Biometrics Inc. --
http://www.pacbio.com/-- provides specialized central laboratory  
and contract research services to support pharmaceutical and
diagnostic manufacturers conducting human clinical trial research.  
The company provides expert services in the areas of
cardiovascular disease, diabetes, osteoporosis, arthritis, and
nutrition.  The PBI laboratory is accredited by the College of
American Pathologists and through its non-profit affiliate Pacific
Biometrics Research Foundation is one of only three U.S.-based
laboratories approved and accredited by the Center for Disease
Control as a Cholesterol Reference Laboratory.


PECATONICA PROPERTIES: Case Summary & 20 Unsecured Creditors
------------------------------------------------------------
Debtor: Pecatonica Properties, LLC.
        2320 Vondron Road
        Madison, Wisconsin 53718

Bankruptcy Case No.: 05-18675

Type of Business: The Debtor owns rental properties in multiple
                  locations.

Chapter 11 Petition Date: October 3, 2005

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Richard B. Jacobson, Esq.
                  Law Offices of Richard B. Jacobson, Ltd.
                  44 East Mifflin Street, Suite 802
                  Madison, Wisconsin 53703
                  Tel: (608) 255-5001
                  Fax: (608) 204-5991
                  

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
   ------                     ---------------       ------------
United Recovery Systems LP    Collection on behalf        $5,755
P.O. Box 722929               of American Express
Houston, TX 772722929

Independent Insurance         Insurance premiums          $3,787
Services                      still owing on Rental
P.O. Box 44819                Property Insurance
Madison, WI 53744             policies that have
                              been cancelled

Attorney David Smithson       Legal Assistance            $3,028
900 John Nolen Drive,
Suite 210
Madison, WI 53701

Kiel Electric                 February 2004               $1,802
                              Invoice # 114275
                              November 2004
                              Invoice # 115162
                              Electrical repair

Dan Boyle Concrete            Driveway blacktopping         $930
                              work at 100 Eilbes Ave.
                              Beaver Dam

Pitney Bowes                  Postage purchases             $903
                              for business mailings

Monona Plumbing and Fire      Plumbing repair work          $900
                              for 1722 Onsgard Rd.,
                              Madison

Fitchburg Plumbing            Plumbing repair work          $808
                              for 1722 Onsgard Rd.
                              Madison, WI

Forward Electric, Inc.        Electrical work at            $762
                              various locations

Beaver Dam Water Utility      Water & Sewer                 $679
                              Service for:
                              100 Eilbes Avenue,
                              BEaver Dam, WI 53916

Bob's Electric                Electrical repair &           $661
                              appliance purchases at
                              various rental
                              locations

Attorney Roger Sage           Legal Assistance              $455

Earl's Plumbing & Heating,    Repair work at:               $382
Inc.                          100 Eilbes Avenue
                              and 104 Eilbes Ave.
                              Beaver Dam

Central Service Company       Washer repair at              $333
                              100 Eilbes Ave.
                              Beaver Dam

Dodgeville Water & Sewer      Water & Sewer for:            $307
Department                    606 W. Washington St.
                              Dodgeville, WI 53533

Monroe TV & Appliance         New stove for Apt. 6          $300
                              at 1325 16th Street,
                              Monroe, WI

Alliant Energy/WP&L           Electric & Gas                $243
                              Utility Service for
                              201 S. Wright St.
                              Orfordville, WI 53576
                              House Meter

Madison Gas & Electric        Electric Utility              $222
                              Service for
                              1722 Onsgard Rd.,
                              Madison, WI 53704
                              House Meter

Don's Home Repair             Dishwasher repair work        $214
                              at 201 S. Wright St.
                              Orfordville, WI

Alliant Energy/WP&L           Electric Utility              $201
                              Service for:
                              616 E. Washington St.
                              Dodgeville, WI 53533
                              House Meter


PIONEER NATURAL: Common Stock Buyback Plans Cue S&P to Cut Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas exploration and production company Pioneer
Natural Resources Co. to 'BB+' from 'BBB-' and removed the rating
from CreditWatch with negative implications.  The outlook is
stable.

As of June 30, 2005, the Irving, Texas-based company had
approximately $1.4 billion of balance sheet debt.  The rating was
originally placed on CreditWatch Sept. 1, 2005.

The rating action follows the announcement that the company plans
to repurchase up to $1 billion of common stock and sell oil and
gas producing assets in the deepwater Gulf of Mexico and in the
Tierra del Fuego region of Argentina.

The share repurchases will initially be funded with bank debt that
the company intends to repay using projected proceeds from the
announced divestitures.  The share repurchase plan follows
pressure from shareholders to enhance returns as Pioneer's share
price has lagged that of industry peers.

"The downgrade reflects our view that at best Pioneer is selling a
significant portion of current production in order to fund its
share repurchases while struggling to maintain output and at a
time when drilling has failed to replace reserves," said Standard
& Poor's credit analyst Ben Tsocanos.

"More immediately, the company is increasing debt to fund the
first $650 million of buybacks, and delays in closing asset sales
or lower-than-expected proceeds could result in persistently
higher leverage," said Mr. Tsocanos.

The stable outlook reflects the expectation that Pioneer will
complete the asset sale as indicated, and use the proceeds to
reduce bank debt incurred to repurchase stock.


POSEIDON POOL: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Poseidon Pool & Spa Recreational, Inc.
        25 Ruland Road
        Melville, New York 11747

Bankruptcy Case No.: 05-87603

Type of Business: The Debtor sells pools and tubs.
                  See http://www.poseidonpoolandspa.com/

Chapter 11 Petition Date: October 7, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Marc A. Pergament, Esq.
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, New York 11530
                  Tel: (516) 877-2424
                  Fax: (516) 877-2460

Total Assets:   $541,502

Total Debts:  $3,937,364

Debtor's 21 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Baystate Pool Supply, Inc.                 $497,877
11 Newton Place
Hauppauge, NY 11788

Vouge Pool Products                        $489,128
7050 Rue Street - Patrick
Montreal (LaSalle)
Quebec H8B1V2
Canada

Cornelius Pools, Inc.                      $233,115
c/o Torkin, Manes, Cohen & Arbus LLP
1551 Younge Street, Suite 1500
Toronto, Ontario M5C2W7
Canada

Arch Chemicals, Inc.                       $196,012

Nucci Pools Products                       $157,708

Trevi Fabrication, Inc.                    $142,015

South Central Pools                        $104,297

Aquatic Parts Company                       $92,872

Catalina Spas                               $70,500

Pool Master Inc.                            $70,432

Serenity Spas                               $69,178

Strong Pools Industries                     $56,112

Home & Living Magazine                      $42,000

Coast Spas                                  $37,135

Astral Pool USA                             $35,344

R&R of Mid-America, LLC                     $25,375

Liberty Mutual Insurance Company            $14,197

Life Like Products LLC                      $13,986

Therm-O-Rock East, Inc.                     $11,236

JED Pool Tools                              $10,436

Daily News                                   $7,500


ROBOTIC VISION: Court Okays $23 Million 363 Sale to Siemens Energy
------------------------------------------------------------------
The Honorable J. Michael Deasy of the U.S. Bankruptcy Court for
the District of New Hampshire gave Robotic Vision Systems, Inc.,
n/k/a Acuity CiMatrix, Inc., permission to sell substantially all
of its operating assets to Siemens Energy and Automation, Inc.,
for $23 million in cash, subject to closing adjustments.  The
assets include machinery and equipment, inventory, intellectual
property, and certain leases and contracts.

The Court approved the sale pursuant to Section 363 of the
Bankruptcy Code after providing an opportunity for other qualified
bidders to submit competing bids in relation to the Asset Purchase
and Sale Agreement with Siemens.  The Company received no
competing bids from qualified bidders.

               Asset Purchase & Sale Agreement

The sale of the Assets is being made pursuant to the terms of an
Asset Purchase and Sale Agreement dated as of Aug. 26, 2005.  
A free copy is available at http://ResearchArchives.com/t/s?14c

Under the terms of the Asset Purchase and Sale Agreement, the
purchased assets will be sold for $23 million in cash, subject to
certain price adjustments based on the level of accounts
receivable, accounts payable and current inventory at closing, the
amounts required to cure any defaults in executory contracts being
assigned, and other potential adjustments.  The closing for the
Asset Purchase and Sale Agreement remains pending.

As previously reported in the Troubled Company Reporter on
Sept. 5, 2005, simultaneously with execution of the Asset Purchase
and Sale Agreement, Siemens delivered 10% of the purchase price as
a refundable deposit to be held in escrow until closing.  

Control Engineering says that Robotic Vision is expected to
enhance Siemens' position in the machine vision market.  Siemens
will invest in Robotic Vision's Nashua location, which will become
its global center of competence for machine vision sensors.  
Robotic Vision employs approximately 100 people.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--    
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $43,046,000 in total assets and
$51,338,000 in total debts.


SAINT VINCENTS: Taps Weil Gotshal as Bankruptcy Counsel
-------------------------------------------------------
Richard Boyle, interim president and chief executive officer of
Saint Vincent Catholic Medical Centers of New York, says that
Saint Vincents and its debtor-affiliates want to engage Weil,
Gotshal & Manges LLP as their principal Chapter 11 counsel, nunc
pro tunc to Sept. 12, 2005.

Weil Gotshal will:

   (1) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against them;

   (2) prepare, on the Debtors' behalf, all necessary motions,
       applications, answers, orders, reports, and other papers
       in connection with the administration of the Debtors'
       estates;

   (3) negotiate and prepare the Debtors' plan of reorganization
       and its related documents and assist in obtaining
       acceptances and confirmation of the plan;

   (4) perform all other necessary legal services in connection
       with the prosecution of the Debtors' Chapter 11 cases;

   (5) advise the Debtors' board of directors with respect to
       fiduciary duties and the Debtors' mission; and

   (6) assist the Debtors in continuing their mission.

The Debtors will pay Weil Gotshal in accordance with its
customary hourly rates:

         Professional                        Rate
         ------------                        ----
         members and counsel             $500 to $810
         associates                      $310 to $560
         paraprofessional and staff       $95 to $235

Weil Gotshal will also be reimbursed for reasonable out-of-pocket
expenses incurred in connection with its employment.

Deryck A. Palmer, Esq., a member of Weil Gotshal, assures the
Court that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.  Moreover,
Weil Gotshal has not represented and will not represent any
parties with interests adverse to that of the Debtors in
these cases.

Mr. Palmer also informs Judge Beatty that the Debtors have not
offered, nor has Weil Gotshal requested, an advance payment or
security retainer for services to be rendered and expenses to be
incurred in connection with the Debtors' Chapter 11 cases.

                  McDermott Retention

McDermott, Will & Emery LLP, whose employment as the Debtors'
general counsel was recently approved by the Court, will perform
corporate and other non-bankruptcy services as may be requested by
the Debtors and Weil Gotshal.

To facilitate a non-disruptive transition to Weil Gotshal, the
Debtors ask the Court to approve their continued employment of
McDermott pursuant to Section 327(a) of the Bankruptcy Code
through and including October 14, 2005, and as special counsel
under Section 327(e) after that date.

As special counsel, the Debtors propose that McDermott's fees be
limited to $15,000 per month, unless otherwise agreed to by the
Debtors, the United States Trustee and McDermott.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Seeks Extension for Rule 9027 Removal Period
------------------------------------------------------------
As of the Petition Date, the Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates were parties to
several hundred civil actions and proceedings in a variety of
state and federal courts.  The Civil Actions were automatically
stayed from further prosecution pursuant to Section 362(a) of the
Bankruptcy Code as a result of the Debtors' bankruptcy filing.

Pursuant to Rule 9027(a)(2) of the Federal Rules of Bankruptcy
Procedure, the Debtors may seek to remove prepetition claims or
causes of action that are stayed pursuant to Section 362 within
the longest of 90 days after the Petition Date and 30 days after
entry of an order terminating the stay.  

Under Rule 9027(a)(3), the Debtors may remove claims or causes of
action filed after the Petition Date within the shorter of 30 days
after receipt of a copy of the initial pleading setting forth the
claim or cause of action sought to be removed, and 30 days after
receipt of the summons if the initial pleading has been filed with
the court but not served with the summons.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that, because of their large and complex cases, the
Debtors have not had the opportunity to thoroughly examine each
of the Civil Actions to determine the feasibility or benefit of
removing each case.  In addition, the Debtors recently retained
new counsel.  Thus, the Debtors require additional time to
complete the task of analyzing whether any pending Civil Action
should be removed to the Court.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend the Removal Period until
the confirmation of any plan of reorganization in their Chapter 11
cases.

Mr. Rapisardi tells the Court that the proposed extension will
enable the Debtors to complete their review of the Civil Actions
and file notices of removal where appropriate.  Absent the
extension, the Debtors will not be able to complete their review
adequately, and the result could unnecessarily hinder their
ability to successfully prosecute their Chapter 11 cases.

Because the present Removal Period expires before the scheduled
hearing on October 11, 2005, the Debtors ask the Court to enter a
bridge order extending their Removal Period until the Court acts
on the request.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Mallinckrodt Seeks Payment for 28 Ventilators
-------------------------------------------------------------
Lisa A. Epps, Esq., at Spencer Fane Britt & Browne LLP, in St.
Louis, Missouri, relates that before the Petition Date Saint
Vincents Catholic Medical Centers of New York inadvertently
shipped 840 ventilators belonging to Mallinckrodt, Inc. -- a Tyco
Healthcare company -- to Debtor Puritan Bennett.

According to Ms. Epps, while the Debtors intended to purchase the
Equipment through a lease agreement with a third party, there was
no executed lease agreement, and Mallinckrodt has not received
payment for the Equipment:

                                      Number of    Collective
            Debtor                  Ventilators         Price
            ------                  -----------    ----------
   St. Vincent's Catholic
      Medical Center-Staten Island      10           $286,231
   St. John's Queens Hospital           10           $310,661
   Mary Immaculate Hospital              8           $249,128

Ms. Epps contends that the Debtors currently have no legal or
equitable interest in the equipment, and their interest is merely
bare possession.  She adds that, without a legal or equitable
interest, the equipment is not property of the bankruptcy estate.

Accordingly, Mallinckrodt asks the Court to rule that the
automatic stay does not enjoin Mallinckrodt from enforcing its
interest in the Equipment, which is not property of the estates.

Ms. Epps acknowledges that the Equipment, scheduled for
maintenance in early September, plays a critical importance in
the Debtors' ability to provide quality healthcare to their
patients.

Ms. Epps also notes that Tyco Healthcare and Mallinckrodt do a
substantial amount of business with the Debtors.  The Debtors
currently spend in excess of $2 million for various products and
equipment from Tyco Healthcare and $1.8 million from
Mallinckrodt.

Ms. Epps notes that the parties are currently on the negotiating
table to discuss the circumstances in which they can continue to
do business on a postpetition basis.

However, until the Debtors recognize the equipment, sign a lease
agreement, and begin to make payments on the equipment,
Mallinckrodt will have no choice but to enforce its interest in
the Equipment as allowed by applicable law.

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)


SOUNDVIEW HOME: Fitch Puts Low-B Ratings on Three Cert. Classes
---------------------------------------------------------------
Soundview Home Loan Trust 2005-OPT3, which closed on Sept. 30,
2005, is rated by Fitch Ratings:

      -- $1.3 billion classes A-1 to A-5 'AAA';
      -- $65.7 million class M-1 'AA+';
      -- $38.6 million class M-2 'AA';
      -- $27.0 million class M-3 'AA-';
      -- $18.5 million class M-4 'A+';
      -- $18.5 million class M-5 'A';
      -- $17.0 million class M-6 'A-';
      -- $17.0 million class M-7 'BBB+';
      -- $17.0 million class M-8 'BBB';
      -- $11.6 million class M-9 'BBB-';
      -- $10.8 million class M-10 'BB+';
      -- $7.7 million class M-11 'BB';
      -- $3.9 million class M-12 'BB-'.

The 'AAA' rating on the senior certificates reflects the 17.25%
total credit enhancement provided by the 4.25% class M-1, the
2.50% class M-2, the 1.75% class M-3, the 1.20% class M-4, the
1.20% class M-5, the 1.10% class M-6, the 1.10% class M-7, the
1.10% class M-8, the 0.75% class M-9, the 0.70% privately offered
class M-10, the 0.50% privately offered class M-11, the 0.25%
privately offered class M-12 and the 0.85% initial and target
over-collateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Option One Mortgage Corporation as
servicer.  Deutsche Bank National Trust Company is the trustee and
Wells Fargo Bank, N.A. is the custodian.

The certificates are supported by two collateral groups. Group I
Mortgage Loans, which total $772,811,202 as of the cut-off date,
consist of fixed-rate and adjustable-rate mortgage loans with
principal balances that conform to Fannie Mae and Freddie Mac loan
limits.  Approximately 24.99% of the mortgage loans are fixed-rate
mortgage loans and 75.01% are adjustable-rate mortgage loans.

The weighted average loan rate is 7.505% and the weighted average
remaining term to maturity (WAM) is 357 months.  The average
principal balance of the loans is $165,343, the weighted average
original loan-to-value (OLTV) ratio of 76.96% and the weighted
average credit score is 597. The properties are primarily located
in California (13.82%), Florida (11.41%) and New York (8.22%).

Group II Mortgage Loans, which total $772,842,778 as of the cut-
off date, consist of fixed-rate and adjustable-rate mortgage loans
with principal balances that may or may not conform to Fannie Mae
and Freddie Mac loan limits.  Approximately 22.85% of the mortgage
loans are fixed-rate mortgage loans and 77.15% are adjustable-rate
mortgage loans.  The weighted average loan rate is 6.995% and the
WAM is 358 months.  The average principal balance of the loans is
$255,570, the weighted average OLTV ratio is 78.04% and the
weighted average credit score is 624.  The properties are
primarily located in California (33.17%), New York (11.23%) and
Florida (10.08%).

All of the mortgage loans were originated by Option One Mortgage
Corporation and purchased by Financial Asset Securities Corp., the
depositor.  Incorporated in 1992, Option One began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is a subsidiary of H&R Block,
Inc.  For federal income tax purposes, multiple real estate
mortgage investment conduit elections will be made with respect to
the trust estate.


SOUNDVIEW HOME: Fitch Keeps Rating on Class B Certs. at Junk Level
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Soundview Home
Equity Loan Trust, series 2001-1 issues:

     -- Class A affirmed at 'AAA';
     -- Class M-1 downgraded to 'AA-' from 'AA';
     -- Class M-2 downgraded to 'B' from 'BBB-';
     -- Class B remains at C.

The underlying collateral for this deal includes 15- and 30-year
fully amortizing fixed-rate mortgages, as well as adjustable rate
mortgages.

Fitch contends that the affirmed certificate, which represents
$2.6 million in outstanding principal, has adequate credit
enhancement in the form of the remaining subordinate classes.

The downgraded classes, valued at approximately $10.5 million,
have seen their credit enhancement decrease due to higher than
expected realized losses that have caused a reduction of the
overcollateralization and principal writedowns to the supporting
class B.  Additionally, trigger events have caused principal to
pass through to the trust in a sequential manner, thus increasing
the risk to the remaining subordinate certificates

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


STONE ENERGY: Moody's Lowers $400 Million Debt Ratings to B3
------------------------------------------------------------
Moody's lowered the Corporate Family Rating for Stone Energy Corp.
to B1 from Ba3 and the ratings on the senior subordinated notes
from B2 to B3 following the company's announcement that it is
taking a significant reserve write-down and that the majority of
its production remains shut-in from the hurricanes.  However,
Moody's is still evaluating the company's Speculative Grade
Liquidity Rating of SGL-2 in order to assess the amount and length
of the cash flow impact of the shut-in production as well as what
the impact of the reserve revision will have on Stone's borrowing
base driven revolving credit facility.

The ratings downgrade reflects the write-down of approximately 171
Bcfe (28.5mmboe) of proved reserves following a review of the
company's reserves by a new third party engineering firm.  
Notably, the majority of the revisions are in the Proven Developed
(PD) categories, highlighting the inherent subjectivity in the
estimates of all reserves.  

The downgrade also reflects:

   * approximately 65% of current production volumes currently
     shut-in and at least near-term production estimates that have
     been significantly lowered primarily due to the hurricanes;

   * the company's increased leverage on the PD reserves, which
     had already climbed to historically high levels prior to the
     impact of the reserve revisions and is amplified by the very
     short-lived Gulf of Mexico properties; and

   * the trend of several years weak capital productivity
     evidenced by spending over $1.3 billion of capital since the
     beginning of 2002 while reserve are now about 10% lower since
     that time and Stone's very high finding and development (F&D)
     figures (even before revisions), which Moody's calculates is
     around $28.00/boe ($4.67/mcfe) through the first three
     quarters of 2005.

The negative outlook reflects the uncertainty as to the timing of
when the shut-in production will come back on-line and at what
levels.  The company's currently producing about 95 mcfe/day (15.8
mboe/day) of which about 25 mcfe/day is from the Rocky Mountains
and Williston Basin.  The company has given guidance for Q4'05 of
180-220 mcfe/day (30-37 boe/day) which would still only be near
Q1'05 levels (on the high end of these estimates) and a
significant portion of these volumes will depend on third party
facilities that could take longer than expected to repair and
therefore cause a material portion of Stone's production to remain
shut-in for a protracted period of time.

The negative outlook also considers the potential for any
permanent material volume loss due to infrastructure damage or the
effects on reservoirs from being shut-in that are too early to
assess; and the impact on the company's full cycle costs which
continues to suffer from a very high reserve replacement costs as
well as expected higher unit operating costs resulting from lower
production volumes and added costs to re-start shut-in production.

The ratings gain support from:

   * still strong commodity prices which will benefit the company
     through its unaffected and/or restarted production;

   * a degree (albeit small) of diversification of production and
     reserves located onshore in the more durable Rocky Mountains
     and the Williston Basins;

   * still sound liquidity despite the impact of the hurricane;
     and

   * a skilled and seasoned management team.

Moody's ratings actions for Stone Energy are:

   * Downgraded to B1 from Ba3 -- Corporate Family Rating

   * Downgraded to B3 from B2 -- $200 million 8.25% senior sub.
     notes due 2011

   * Downgraded to B3 from B2 -$200 million 6.75% senior sub.
     notes due 2014

Stone's announcement included a reserve revision estimate that had
been determined after engaging a new third party engineering firm
to complete a review and re-mapping of its reserves, about 90% of
which are in the Gulf of Mexico/Gulf Coast.  As a result of the
review, which was initiated earlier this year and was unrelated to
hurricanes Katrina and Rita, Stone will be reporting a negative
revision of 161 Bcfe (26.8 mmboe).  Stone also stated that it will
be reporting a negative revision of about 10 Bcfe (1.7 mmboe)
related directly to the hurricanes.  After including about 69 Bcfe
(11.5 mmboe) of production through September 30, 2005 and reserve
additions of about 85 Bcfe (14.1 mmboe), the company currently has
670 Bcfe (111.7 mmboe) of proven reserves versus 825 Bcfe (137.5
mmboe) at year-end 2004.

The revisions are across all proven reserve categories, however,
the large majority of them will be in the Proven Developed (PD)
reserves category.  The direct impact of these write-downs from a
leverage perspective is significant.  For Q2'05, the company's
leverage on its PD reserve base was already a historically high
$5.56/boe ($0.93/mcfe) and pro forma for the write downs
(including the $43 million of credit facility repayments made
during Q3'05), Moody's estimates that leverage on the PD reserves
will be approximately $6.46/boe ($1.07/mcfe) and could be higher
by year-end if the company needs to borrow under the credit
facility to cover any added costs to re-start production while
waiting for those volumes to come back on-line.

In terms of the full cycle costs, the company disclosed in its
press release its reserve additions, which Moody's estimates
transaltes into an all sources F&D costs between $28.00/boe and
$30.00/boe (before revisions) for 2005.  This very high F&D figure
comes on the heels of the 2004 all-sources F&D number of
$27.99/boe ($4.66/mcfe).  Based on Q3'05 production estimates and
a three year average all-sources F&D (including the 2005 run-rate
figure) of about $20.00/boe, Moody's that the company's total full
cycle costs will range from $32.00/boe ($5.33/mcfe) to about
$36.00/boe ($6.00/mcfe) assuming the company reaches the high end
of its production estimates in Q4'05 and is even higher when
including revisions.

This trend of very high F&D costs is a function of the growing
capital intensity of the Gulf of Mexico (GOM) properties which
have a very short reserve life, against the back drop of Stone's
inconsistent reserve and production growth compounded by
increasingly higher oilfield services costs.  In addition, the
company's strategy of pursuing the very high cost and high risk
deep shelf and deepwater GOM opportunities will continue to drive
a higher F&D, especially as the company has thus far been
unsuccessful in this region.

Currently, the company has just under $300 million of availability
under its $425 million borrowing base.  However, the borrowing
base might be impacted by the reserve revision and will therefore
reduce the company's source of readily available liquidity.
Compounding the issue is the volumes that are shut-in (about 65%
of production) could take a while to come back and could come back
at lower rates, which will reduce (at least in the near-term) the
company's cash flows.

While Moody's expects the company will have some flexibility in
its capex program, Moody's will assess how much flexibility there
actually is in the capital program as it may become difficult to
curtail too much if there are significant commitments already in
place.  The company also expects it will receive a material amount
of insurance proceeds, however, the timing of that is unclear and
in most cases, takes a long time to be realized.

Stone Energy Corporation is headquartered in Lafayette, Louisiana.


SUNSTATE EQUIPMENT: Moody's Affirms Sr. Sec. Notes' B3 Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 rating of the second
priority senior secured notes of Sunstate Equipment Co., LLC and
the company's B2 corporate family rating.  The rating outlook
remains stable.  The rating affirmation comes in response to
Sunstate's increase in its already-outstanding second priority
notes by $25 million (to $150 million from $125 million), and a
proposed increase in its first lien asset based revolving credit
facility by $25 million (to $175 million from $150 million).  The
upsizing of the first-lien revolver and the increase in the second
priority notes are intended to provide capacity for further
expansion of the company's rental fleet in response to rising
demand as well as fund an additional distribution to the
controlling shareholder.

Notwithstanding the increase in consolidated debt, Moody's
believes that Sunstate's overall debt protection measures will
remain supportive of a B2 Corporate Family Rating.  Sunstate
operates in a niche market with the focus on short-term rents;
utilization rates continue to strengthen; and, earnings and cash
generation are improving.  Total first lien funded debt will
represent about 40% to 45% of the company's new capital structure.

Moody's believes that the mix between first and second lien debt
within the company's capital structure is relatively balanced.  As
such, the B3 rating of the second priority notes reflects their
junior position relative to the first lien facility's security
interest in substantially all of Sunstate's property and
equipment.  The stable outlook anticipates that the company will
preserve a competitive business position and will continue to
benefit from the continued recovery in the non-residential
construction market.  Moody's has not assigned a rating to the
asset based facility.

The ratings incorporate a number of key expectations including:

   1) Sunstate will strengthen its debt protection measures as the
      US construction market continues to grow;

   2) the company will not likely, during the intermediate term,
      make any further member distributions beyond what is
      currently proposed; and

   3) excess cash would be used for debt repayment.

Moody's believes at this time that Sunstate's asset based facility
provides adequate liquidity to absorb growth and seasonal working
capital needs and to facilitate the remaining planned dividend.

Moody's believes that Sunstate should be able to capitalize on the
growth in the non-residential construction market, which is the
main driver for the equipment rental industry.  Sunstate should
improve its utilization rates, operating margins, and cash
generation.  As a result, Moody's anticipates that Sunstate will
be able to fund a majority of its rental fleet expansion from
internally generated cash.  Hence, Sunstate's credit metrics are
expected to show steady improvement during the next two years and
solidly position the company at the B2 rating.

Factors which could contribute to an improvement in Sunstate's
ratings include a continued strong non-residential construction
market driving improved earnings.  Operational improvements
combined with more robust free cash flows used for significant
debt reductions would enhance the company's financial flexibility.

Factors which might result in pressure on the company's ratings
include any adverse changes in the construction and industrial
end-markets, which could lead to decreased demand in equipment and
services, and could impair the company's ability to generate free
cash flow by the end of 2006.  Economic declines generally result
in lower overall rental rates.  Other potential sources of
pressure would include:

   * usage under the asset based facility beyond that already
     projected;

   * continued aggressive CAPEX program; or

   * any additional member distributions above forecasted amounts
     in the medium term.

Sunstate, headquartered in Phoenix, Arizona is a regional
equipment rental company in the Southwest region.


TCO FUNDING: Moody's Rates $172 Million Debt Securities at B2
-------------------------------------------------------------
Moody's assigned first time ratings of B2 to both TCO Funding
Corp's senior secured credit facilities and to the corporate
family rating.  The outlook is stable.  Proceeds from this debt
issuance, along with $84 million in second lien notes (not rated
by Moody's) will be used to fund the acquisition of The Tensar
Corporation by an affiliate of Arcapita Inc., a private equity
firm.  In addition to these securities, funding will also include
a $52.5 million issuance of PIK notes at another funding company
called TCH Funding Corp.

Moody's has assigned these ratings:

   * $25 million revolving credit facilities, rated B2;
   * $147 million first lien term loan, due 2012, rated B2; and
   * Corporate Family Rating, rated B2.

The rating outlook is stable.

The ratings are constrained by the initial high debt leverage of
almost 5.5 times excluding the PIK notes and 6.7 times including
the PIK notes.  As a result of the PIK notes issue, pro forma cash
interest coverage comes in just over 2 times using adjusted LTM
EBITDA as of September 30, 2005 which is reasonable for the
ratings category as is expected pro forma free cash flow to total
debt of 5.2% for FY 2005 although this ratio is expected to
decline in FY 2006 as the company plans to add additional capacity
to its Tensar Earth Technologies engineered product offerings.  
The ratings are also limited by the company's significant customer
concentration with one primary distribution customer representing
over 30% of 2004's net sales and accounts receivable.  Concerns
surrounding raw material prices and the company's ability to pass
on these higher costs were also considered in the ratings.

The ratings benefit from Tensar's current product offerings given:

   * expected increases in federal spending on transportation;
   * increased environmental regulation;
   * higher population densities;
   * higher land costs; and
   * the rising costs of traditional construction materials.  

Using Tensar's products for earth reinforcement and erosion
control in new development construction and public works projects
usually reduces material costs significantly and saves time.  The
company has over 60 patents that it believes creates a significant
barrier to entry and should therefore support its continued
growth.  If federal and state budgets hold, the company's revenue
growth is expected to be in the low teens for FY 2007.

TCO Funding Corp., is a special purpose bankruptcy remote
corporation formed for the sole purpose of entering into the
senior secured credit facilities the proceeds of which will be
used to purchase a substantial portion of the assets from Tensar,
excluding current assets, real estate and non-assignable
contracts, including the Tensar International licensing agreement.
Immediately after is purchase of these assets, TCO Funding will
lease all of the assets back to Tensar.

Under the lease agreement, Tensar will be obligated to make
quarterly rent payments that will be equal in amount to the
quarterly interest and principle payable under the credit
facilities.  The first lien credit facilities benefit from a first
priority security interest in all of the acquired assets of TCO
Funding Corp., including the assets granted by Tensar, and by a
collateral assignment of the security interests granted by Tensar
and its subsidiaries to secure their respective obligations, which
include a first priority security interest in substantially all
tangible and intangible assets, and a first priority pledge of all
the capital stock of Tensar and its subsidiaries.

The ultimate HoldCo and all of its direct and indirect
subsidiaries will guarantee the senior credit facility.  The
second lien notes are junior to the first liens in support of the
senior credit facilities and existing liens on equipment and
related leases.

The stable ratings outlook reflects the expectation that the
company will continue to benefit from increased acceptance for its
products as more engineers approve the use of the company's
products.  However, there is also the expectation that the rate of
growth of this acceptance process will remain slow as the
traditional way of supporting roads and buildings is still firmly
engrained in many contractor's business practices.  The outlook
and/or ratings may decline if leverage increases even moderately,
if free cash flow to total debt declines below 2% on an annualized
basis after the expected capital expansion in FY 2006, or if
margins were to come under significant pressure.  Loss of market
share with its primary distributor could also result in a negative
rating action.  The ratings may improve if free cash flow
generation to total debt increases to over 8% on a sustainable
basis and leverage falls below 5 times.

Tensar offers an integrated suite of over 50 products and services
that provide:

   * soil stabilization,
   * earth retention,
   * foundation support, and
   * erosion and sediment control.


TERAFORCE TECHNOLOGY: Wants to Reject Real Property Lease
---------------------------------------------------------
Teraforce Technology Corporation and DNA Computing Solutions, Inc.
ask the U.S. Bankruptcy Court for the Northern District of Texas
for authority to reject a real property lease and enter into a
short-term sublease.

                      Property Lease

The Debtors tell the Court that they maintained their business
operations on a leased commercial real property at Campbell Place,
1240 East Campbell Road, Richardson, Texas, pursuant to a Standard
Commercial Lease dated Nov. 12, 1996.  The Debtors say that the
lease was executed by Campbell Place One Joint Venture as the
lessor and DNA Enterprises Inc. as the lessee.

The Debtors remind the Court that DNA Enterprises was merged with
DNA Computing and DNA Enterprises no longer exists.  The lease was
amended on Nov. 17, 2003, and was assigned to DNA Computing.

The Debtors disclosed that they paid a monthly fee of $17,663 to
the landlord and were liable for certain maintenance, upkeep, and
common area changes for the property.  The term of the lease runs
through Jan. 31, 2009, with a provision to increase the rent in
the future, the Debtors say.  The Debtor further tells the Court
that pursuant to the lease, the landlord is holding approximately
$16,371 as a security deposit.

The Debtors say that although they have been current on their
postpetition obligations on the leases, the have defaulted on the
terms of the lease prepetition obligations.  The landlord claims,
the Debtors say, that it is owed approximately $27,363 as of the
petition date.

With the sale of substantially all of the assets of DNA Computing
to GE Fanuc Embedded Systems, Inc., the Debtors no longer have a
need for the premises, the Debtors explain.  The Debtors explain
further that they continue to incur postpetition obligations on
the lease and such obligation is no longer economically advisavle
or beneficial to the estates.

The Debtors ask the Court for authority to reject the lease, as
this will avoid unnecessary and costly postpetition obligations,
thereby preserving the estate of the Debtors.

                           Sublease

The Debtors tell the Court that notwithstanding the sale, they
continue to have a need for office space.  The need for this
space, the Debtors disclose, was a result of these two
considerations:

    (1) Although GE Fanuc has offered employment of the majority
        of the Debtors' employees, the Debtors say that they have
        retained certain employees after the sale.  The Debtors
        disclose that pursuant to the Transitional Services
        Agreement executed by the Debtors and GE Fanuc, the
        Debtors are obligated to make the retained employees
        available to GE Fanuc for a maximum period of six months.  
        The Debtors tell the court that they need the space for
        the retained employees and to conduct operations related
        to their obligations under the TSA.

    (2) The Debtors say that they also need space to conduct their
        reorganization activities and to store vital books and
        records.

The Debtors disclose that once GE Fanuc leases the premises from
the landlord GE Fanuc will sublease a space at the premises to the
Debtors.  The Debtors remind the Court that the finalization of
the sublease is dependent on the finalization of a new lease
between GE Fanuc and the landlord.

The Debtors say that although the sublease has yet to be
finalized, the Debtors and GE Fanuc have agreed on three key terms
of the sublease:

    (1) the term will be for 6 months commencing with the
        rejection of the Debtors original lease and execution of
        the new lease between the landlord and GE Fanuc;

    (2) the Debtors will sublease approximately 3,100 square feet
        at the premises from GE Fanuc; and

    (3) the Debtors will pay GE Fanuc $2,712 per month as rent for
        the sublease, plus other fees and charges contained in the
        sublease.

The Debtors say that the terms of the sublease are most favorable
to them and they do not believe that another lessor would agree to
a short-term lease without asking for higher rent payment, higher
security deposits and stricter and burdensome provisions.

Being able to stay in the same location would also save the
estates from costs that would be incurred from such things as
moving, storage, and utility relocation if they were to move to a
new location.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://www.teraforcetechnology.com/-- markets the  
products and services of DNA Computing Solutions, Inc.  DNA
Computing -- http://www.dnacomputingsolutions.com/-- designs,  
produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.
The Companies file for chapter 11 protection on Aug. 3, 2005
(Bankr. N.D. Tex. Case Nos. 05-38756 through 05-38757).  Davor
Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $4.3 million in
total assets and $14.2 million in total debts.


TOWER AUTOMOTIVE: Wants to Buy Herman Miller Facility For $10 Mil.
------------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to acquire a manufacturing facility at 4350 Ballground Highway, in
Canton, Georgia, from Herman Miller, Inc., for $10,000,000.

The Debtors need the Facility to meet production requirements  
under an award of new business from Ford Motor Co.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,  
relates that in June 2005, the Debtors entered into a significant  
eight-year supply contract with Ford for the production of body  
structures for future model years of certain Ford vehicles,  
assembly of which will be commenced in the Southeast region of  
the United States.  The Ford Contract is expected to generate  
more than $100 million in annual revenue for the Debtors.

As a condition to being awarded the Ford Contract, the Debtors  
had to commit to producing the body structures within a certain  
geographical proximity to Ford's assembly location.  However, the  
Debtors realized that even if they were able to negotiate a  
waiver of the proximity requirements, they would not be able to  
effectively utilize their existing facilities to meet the  
production requirements under the Ford Contract, given the large  
size and weight of the body structures the Debtors need to  
produce under the Ford Contract and the prohibitive expense of  
shipping those body structures through long distances.

Thus, the Debtors determined that a new facility in the Southeast  
was appropriate and necessary to effectively meet the Ford  
Contract requirements and the expansion of their businesses.

Mr. Sathy says the Debtors selected the Herman Miller Facility  
since it was "relatively new, was designed for manufacturing  
purposes, will require relatively few modifications, and is  
within the prescribed distance from Ford's assembly plant."

"Acquisition of the Herman Miller Facility is also consistent  
with the Debtors' North American plant consolidation strategy,  
which emphasizes geographical proximity to their customers'  
production locations," Mr. Sathy notes.  "Furthermore, OEMs have  
increasingly focused their production in the Southeast region of  
the United States, and the Herman Miller Facility will increase  
the Debtors' footprint in that region."

The Debtors and Herman Miller executed a real estate purchase  
agreement on August 2, 2005.  The Debtors have already paid a  
$150,000 earnest money deposit, the full amount of which will be  
credited towards the Purchase Price.

The closing date under the Purchase Agreement is scheduled to  
occur by early November 2005.

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. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRIMEDIA ENT: Metropolitan Subsidiary Defaults on Bank Loan
-----------------------------------------------------------
TriMedia Entertainment Group, Inc., 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 $547,702 net loss compared to $870,466 of net
loss for the same period in 2004.  Management attributes the
$322,764 decrease in net loss primarily to a decrease in operating
expense, a decrease in net revenue and a foreign currency gain of
$249,418 resulting from the effect of a stronger US dollar on the
Company's UK pound sterling denominated debt.

Since its inception, the Company has incurred significant losses
and, as of July 31, 2005, had accumulated losses of $17,014,765.  
In addition, the Company had negative working capital of
$2,171,517 at July 31, 2005, and experienced negative cash flow
from operations of $4,457,789 for the nine months ended July 31,
2005.  

The Company's balance sheet showed $2,973,152 of assets at
July 31, 2005, and liabilities totaling $6,866,835.  At July 31,
2005, TriMedia had approximately $72,000 in cash.  At Sept. 12,
2005, it had approximately $109,000 in cash.  Management has
indicated that its cash on hand as Sept. 12, 2005, is insufficient
to fund operations through July 31, 2006.  Management says that
the Company needs to raise approximately $10 million in order to
meet the anticipated cash requirements through July 31, 2006.

                       Loan Default

The Company is in default on a loan in the original principal
amount of $162,000 that Metropolitan, its subsidiary, received
from a bank.  The principal balance of the loan at July 31, 2005
was approximately $126,708. The original maturity date of the loan
was August 2006.

The loan is payable in monthly installments of $1,965, including
accrued interest at a rate of 8% per annum, with a lump sum
payment due at maturity of $99,858.  The loan is secured by all
assets of Metropolitan and a personal guarantee by Christopher
Schwartz, TriMedia's chairman, chief executive officer and
principal stockholder.

In addition, the Company has outstanding debt in the aggregate
principal amount of approximately $5,804,375 as of July 31, 2005.   
The Company has granted security interests in substantially all of
its assets to secure its obligations to repay approximately
$1,844,208 of this indebtedness.  TriMedia also has accounts
payable and accrued expenses in the aggregate amount of
approximately $920,844, a substantial portion of which are past
due.

                     Going Concern Doubt

Cogen Sklar, LLP, expressed substantial doubt about TriMedia's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended
Oct. 31, 2004, and 2003.  

The auditing firm points to the Company's recurring losses from
operations, negative working capital of $4,216,349 at Oct. 31,
2004, and negative cash flow from operations of $2,468,710 and
$252,411 for the years ended Oct. 31, 2004 and 2003.

                           New CFO

On June 14, 2005, the Company's Board of Directors terminated the
employment of Shawn Taylor as chief financial officer and Daniel
Taylor as president.  The Board appointed Christopher Schwartz to
the position of chief financial officer and president following
the termination.

                       About TriMedia

Founded in 2002, TriMedia Entertainment Group, Inc., --
http://www.trimediaent.com/-- is an international multimedia  
entertainment company with a focus on developing entertainment
content.  The company primarily produces films and recorded music
on the DVD and CD formats.  The Company produces and distributes
music and filmed entertainment content through holdings such as
Ruffnation Music, Metropolitan Recording, Ruffnation Films, and
Snipes Production.  The company has a strategic partnership with
Sony, giving Ruffnation Films access to Sony BMG artists, which
the company plans to feature in its low-budget films and their
related soundtracks.  CEO Christopher Schwartz owns 46% of
TriMedia.


TRUST ADVISORS: Section 341(a) Meeting Slated for Nov. 7
--------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Trust
Advisors Stable Value Plus Fund's creditors at 4:00 p.m., on
Nov. 7, 2005, at Bankruptcy Meeting Room, One Centrury Tower, 265
Church Street, Suite 1104, New Haven, Connecticut 06510-7017.  
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund filed for chapter 11 protection on Sept. 30, 2005
(Bankr. D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at
Cohn Birnbaum & Shea P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


TRUST ADVISORS: Court Sets February 2 as Claims Bar Date
--------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Connecticut set
Feb. 2, 2006, as the deadline for all creditors owed money by
Trust Advisors Stable Value Plus Fund on account of claims arising
prior to Sept. 30, 2005, to file their formal written proofs of
claim.

Creditors must file their written proofs of claim on or before the
Sept. 23 Claims Bar Date, and those forms must be delivered to:

        Clerk of the Bankruptcy Court
        Deborah S. Hunt
        915 Lafayette Blvd.
        Bridgeport, Connecticut 06604

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund filed for chapter 11 protection on Sept. 30, 2005
(Bankr. D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at
Cohn Birnbaum & Shea P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


UNIVERSAL AUTOMOTIVE: Judge Stern Confirms Plan of Liquidation
--------------------------------------------------------------          
The Honorable Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey simultaneously approved the adequacy of the
Disclosure Statement and confirmed the Joint Plan of Liquidation
filed by Universal Automotive, Inc., and its debtor-affiliates.  

                  Summary of the Plan

Pursuant to the Plan and the Liquidating Trust Agreement, the
Debtors will establish a Liquidating Trust and a Liquidating
Trustee will be appointed to administer the Trust.  The
Liquidating Trustee will act as the Disbursing Agent for the
purpose of making all distributions provided for under the Plan.

The Liquidating Trustee will be responsible for objecting to all
claims, investigating and pursuing causes of action and making
distributions to holders of Allowed Claims pursuant to the Plan.  
The Distribution Fund will be used by the Liquidating Trust to
satisfy the fees and expenses incurred by the Liquidating Trustee
in carrying out its duties under the Plan and the Liquidating
Trust Agreement.  

To fund the Liquidating Trust, the Liquidating Trustee, as the
duly appointed representative of the Debtors' Estates, will be in
possession of and have title to the Trust Assets as of the
Effective Date and all documents evidencing and relating to the
ownership of the Trust Assets.  

On the Effective Date, the Trust Assets will be transferred to and
vested in the Liquidating Trust, including the Transferred Causes
of Action of the Debtors and all other Trust Assets, without
the need for any assignment, bill of sale, deed or release.

             Treatment of Claims and Interests

The Plan groups claims and interests into five classes.

Impaired claims consisting of:

   1) Secured Claims of Wachovia Financial Capital Corp., will
      receive the proceeds from the liquidation of Wachovia's
      collateral and have the right to exercise rights
      postabandonment.  Additionally, Wachovia's secured claim
      will be satisfied from no more than 1/3 of the proceeds
      received in connection with the TRW litigation;

   2) Other Secured Claims will receive the proceeds from the
      liquidation of the lenders' equipment collateral and have
      the right to exercise rights post-abandonment;

   3) Priority Non-Tax Claims, totaling approximately $33,792.02
      will be paid a Pro Rata Cash distribution by the Liquidating
      Trustee of Cash held by the Liquidating Trust after payment
      in full of all Administrative Expense Claims and Priority
      Tax Claims; and

   4) General Unsecured Claims, totaling approximately
      $19,741,248.54 will be paid a Pro Rata cash distribution by
      the Liquidating Trustee from cash on hand from the sale,
      settlement, or disposition of the Trust Assets, including
      proceeds from sale of the corporate shell and from the
      litigation against TRW Automotive Holdings Corp., after the
      Effective Date or the date the claim becomes an allowed
      unsecured claim.

The only Unimpaired Claim consists of Equity Interests holders,
who will retain their interests but will receive no distributions
under the Plan.

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

  http://www.researcharchives.com/bin/download?id=051007011116

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

  http://www.researcharchives.com/bin/download?id=051007011502

Headquartered in Alsip, Illinois, Universal Automotive, Inc., --
http://www.universalbrake.com/-- and its affiliates manufacture,   
market, and distribute brake and undercar parts, including brake
rotors, brake drums, disc brake pads, remanufactured brake shoes,
remanufactured calipers, new clutch kits, and suspension and
hydraulic parts for the North American aftermarket.  The Company
and its debtor-affiliates filed for chapter 11 protection on
May 26, 2005 (Bankr. D.N.J. Case No. 05-27782).  The case is
jointly administered under (Bankr. D.N.J. Case No. 05-27778).
Matthew R. Goldman, Esq., at Baker & Hostetler LLP and Sharon L.
Levine, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed total assets of
$46,500,000 and total debts of $68,900,000.  The Court confirmed
the Debtors' chapter 11 Plan on Sept. 12, 2005.


VALENTINE PAPER: Taps Gulf Benefit as Pension Plan Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Valentine Paper, Inc., permission to employ Gulf Benefit
Consultants, Inc., as its Pension Plan Consultant nunc pro tunc to
Aug. 1, 2005.

The Court also approved the Debtor's request to retain Kullman
Firm as its ERISA counsel.

Gulf Benefit will assist the Debtor in a distress termination
process of its benefit retirement plan in accordance with ERISA.  
Kullman will assist Gulf Benefit and will handle any legal issues
that may arise under ERISA.

The Firms' currently hourly rates are:

      * Gulf Benefit

              Attorney                 Hourly Rate
              --------                 -----------
              Lynn E. Pyke                 $275
              Pamela R. Reinhardt          $100
              Audry E. Hebert              $100

      * Kullman Firm

              Attorney                 Hourly Rate
              --------                 -----------
              Dwayne O. Littauer           $250
              Sharon Hearn                 $225
              Elizabeth Odom               $170

To the best of the Debtor's knowledge, both firms are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Lockport, Louisiana, Valentine Paper, Inc. --
http://www.valentinepaper.com/-- produces technical and specialty  
papers.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. E.D. La. Case No. 05-14659).  David F. Waguespack,
Esq., at Lemle & Kelleher, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets from $1 million to $10 million and
debts from $10 million to $50 million.


VARIG S.A.: Foreign Reps. Present Restructuring Plan in US Court
----------------------------------------------------------------
Vicente Cervo and Eduardo Zerwes, as Foreign Representatives of
VARIG, S.A., and its debtor-affiliates, filed with the U.S.
Bankruptcy Court for the Southern District of New York an English
copy of the Judicial Recovery Plan for VARIG, S.A., Rio Sul Linhas
Aereas S.A. and Nordeste Linhas Aereas S.A. on September 20, 2005.

The Recovery Plan aims to assure that:

   1. VARIG, Rio Sul and Nordeste overcome their current
      economic and financial difficulties and continue with the
      VARIG business while preserving the interests of their
      creditors and shareholders;

   2. VARIG's business is feasible on the long term, enabling the
      resurgence of the Companies after the recognition of the
      "future assets," which will enable them to resolve their
      public tax and social security debt; and

   3. the interests of all the parties involved are treated in a
      fair, reasonable and balanced manner.

The Recovery Plan, presented in accordance with the New
Bankruptcy and Restructuring Law of Brazil, is categorized
according to the Debtors' operational restructuring, financial
restructuring, and restructuring of their tax and social security
liabilities and contingencies.

                  Classification of Claims

The Judicial Recovery Plan for VARIG, S.A., Rio Sul Linhas Aereas
S.A. and Nordeste Linhas Aereas S.A. provides for a restructuring
of the Companies' financial obligations.

The Foreign Debtors group claims in this manner:

      Class                  Description
      -----                  -----------
   I - Employees and         Credits totaling BRL168,000,000
       Former Employees

  II - Creditors with Real   Credits totaling BRL1,814,500,000,
       Guarantee (AERUS)     consisting of BRL1,059,400,000
                             relative to the Private Instrument
                             of Consolidation and Renegotiation
                             of VARIG's debts to AERUS related to
                             the payment of non-realized
                             contributions, and BRL755,000,000
                             relative to an actuarial deficit of
                             the pension plan.

                             The AERUS Debt is guaranteed by a
                             pledge of lien on 5% of the shares
                             in VARIGLOG and 5% of the shares in
                             VEM.  The Aerus Credits are
                             guaranteed by a lien on credit
                             rights derived from the Judicial
                             Action to Adjust Airfares.

       Creditors with Real   Credits totaling BRL256,800,000.
       Guarantee (except     The credits pertaining to the
       AERUS)                guaranteed creditors that exceed the
                             value of the respective guarantees
                             are classified under Class III.


III - Current Lessors       Credits totaling BRL740,300,000.

       Former Lessors        Credits totaling BRL370,400,000.

       Other Creditors       Credits totaling BRL579,100,000.

       Related Companies     Credits totaling BRL182,400,000.

The Recovery Plan provides for this treatment of claims:

A) Class I

   The labor credits are divided into three sub-categories:

   (a) FGTS equal to BRL76,000,000

       Credits related to the Fundo de Garantia do Tempo de
       Servico, a form of sinking fund for employees, will be
       paid under the conditions established in an agreement
       the Companies entered into with Caixa Economica Federal.

   (b) PIA equal to BRL32,500,000

       The credits relative to the Retirement Incentive Program
       -- PIA -- will be paid under the existing conditions, to
       wit:

               Deadline: up to 36 months
               Correction Amount: tied to the salaries

   (c) Other labor credits equal to BRL59,600,000

       Until the Companies obtain new funds, the Companies will
       pay the other labor creditors up to the maximum overall
       limit of BRL1,000,000 per month, prorated over the number
       of creditors and in compliance with their claim amounts,
       with the remaining balance to be prorated over the
       subsequent months for full liquidation in June 2006.  The
       monthly installments may be liquidated via offsetting,
       barter, or any other means of eliminating the obligation.

B) Class II

   * Creditors with Real Guarantee (AERUS):

     Instituto Aerus De Seguridade Social's credits will stay
     with the Companies, and the guarantees contracted will
     remain valid.

     1. AERUS' credits derived from the Private Agreement of
        Debt Consolidation and Renegotiation entered into on
        April 10, 2003, will be liquidated under the same
        currently existing conditions, establishing an
        intermediate grace period of one year counting from the
        date of approval of the Recovery Plan for suspension of
        the payments.  After that period, the credit may be
        liquidated in two ways, at the discretion of the
        Companies:

        -- Regular installments for the period contracted; or

        -- A single payment in the event the judicial action
           against the Federal Government relative to airfare
           ends successively for VARIG.  If there are funds
           leftover after paying AERUS' Credits, they will
           revert back to VARIG and may be used to pay off the
           Government's Credits.

     2. AERUS' actuarial credit will be paid in the manner
        contracted, with an additional grace period of one year.

   * Creditors with Real Guarantee (except AERUS)

     The creditors' guarantees will be kept in the manner
     contracted.  Payment of the debt will follow the same model
     prepared for Class III.

C) Class III

   Unsecured creditors will be paid initially at face value via
   fixed monthly installments, with no interest or monetary
   correction, up to the overall amount of BRL100,000,000.
   Payment of the first installment will be made 30 days after
   approval of the Recovery Plan, and the value of the first six
   installments may be increased if and when funds are received
   from the sale of shareholder control of the New Company, or
   the operational segment is sold to the New Company, as the
   case may be.  The monthly installments may be liquidated via
   offsetting, barter or any other means of eliminating the
   obligation and adjustments must be made for current suppliers
   that have received advance payments.

   Twenty-four months after the approval of the Recovery Plan,
   the remaining creditors with credits against the Companies
   will receive payment via one of these two modes, at the
   discretion of the creditor:

   (a) In exchange for a security issued by VARIG, with no
       commitment or guarantee from the New Company, with these
       payment characteristics:

       -- A 5-year no-interest grace period counting from the
          security's date of issue;

       -- Payment of the principal 20 years from the issue
          date of the security; and

       -- Interest rate: Long-Term Interest Rate (TJLP) + 1% per
          annum, paid annually, computed from the date of issue
          of the security.

   (b) In exchange for securities to be issued by the New
       Company, the price or conversion rate of which will be
       established via an auction for exchanging the Companies'
       debt for a security issued by the New Company.

   Other creditors are FRB-Par Investimentos S.A. and other
   shareholders.  The shareholders hope to retain a minority
   interest in the New Company.

A full-text list of creditors is available for free at:

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

                    Operational Restructuring

VARIG has appointed Lufthansa Consulting as technical advisor in
preparing the Operational Recovery Plan to assure that the
Companies would achieve an adequate and sustainable level of
operational profit.  Together, VARIG and Lufthansa Consulting
have identified key initiatives to achieve a sustainable
operating profit in the short, medium, and long term:

   (1) Further strengthen VARIG's current position as a strong
       competitor in the international market;

   (2) Maintain and strengthen VARIG's position in the domestic
       market;

   (3) Create a clear hub structure in Sao Paulo's main airport
       to enhance the power of the network, attracting additional
       traffic;

   (4) Restructure, modernize and harmonize the fleet to reduce
       unit cost and improve operational efficiency;

   (5) Improve revenue management consistent with competitive
       positioning;

   (6) Strengthen organizational and strategic decision-making
       and accountability to meet targets and adhere to plans;

   (7) Clearly define organizational structures, interfaces and
       responsibilities within VARIG and the VARIG group of
       companies;

   (8) Optimize processes to improve efficiency and productivity
       in all areas of the company;

   (9) Adapt personnel count to match optimized company
       structure;

  (10) Improve product and customer services to re-gain market
       share; and

  (11) Establish relevant co-operations and alliances and
       intensify current alliances to strengthen network and
       product.

A full-text copy of the Operational Restructuring Plan is
available for free at:

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

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: Brazilian Investor Offers $360MM Recovery Package
-------------------------------------------------------------
Nelson Tanure, a businessman in Brazil, presented a recovery plan
on Sept. 21, 2005, for VARIG before the Bankruptcy Court in
Brazil, Gazeta Mercantil reports.

The plan involves capitalization at the value of $360 million.

Mr. Tanure is the chairman of Docas Investimentos, majority owner
of daily newspapers Jornal do Brasil and Gazeta Mercantil.

Mr. Tanure, through Docas, offers to immediately invest
$90,000,000, corresponding to about 20% of Grupo Varig, and
acquire up to 25% of the Fundacao Ruben Berta Participacoes, the
financial arm of the airline holding company, for $100,000,000,
Gazeta Mercantil says.

In the case of FRB-Par, Mr. Tanure will pay another $12,000,000
in exchange for the right to name members of the board of
directors of the company for 10 years.

The capitalization of $360,000,000 would be equivalent to 80% of
the company capital, Gazeta Mercantil notes, which would be
preserved, without the sale of profitable subsidiaries.  Of the
total, Docas would pay out at least $202,000,000 to guarantee
control of Grupo Varig and cover the recuperation, within 60
months.

Pursuant to the plan, Docas would maintain VARIG employees, keep
the operational base in Rio de Janeiro and work toward judicial
recovery without splitting up the company, Gazeta Mercantil
reports.  Mr. Tanure said the idea of dividing VARIG rouses the
suspicions of public and private creditors alike.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WASTE SERVICES: Moody's Upgrades $160 Million Sub. Notes to Caa2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Waste Services,
Inc.  These ratings were affected:

   * $160 million guaranteed senior secured credit facility
     due 2011, upgraded to B2 from Caa1;

   * $160 million guaranteed senior subordinated notes due 2014,
     upgraded to Caa2 from Ca; and

   * the company's Corporate Family Rating upgraded to B3
     from Caa1.

Moody's assigned a stable outlook.

The upgrade reflects the company's successful efforts in effecting
a number of key operational improvements in 2005.  In particular,
the company was successful in obtaining a municipal solid waste
permit for its Taft transfer station in Florida in the first
quarter of 2005 and began to accept materials at its Taft and
Sanford transfer stations in May 2005 and June 2005 respectively.

In addition, the company continued to offset, in large part, the
impact of significant fuel price increases through a fuel
surcharge program.  The ratings are further supported by:

   * the market position of the company's Canadian subsidiary as
     the third largest municipal solid waste company in Canada;

   * the position achieved over the last year in certain markets
     in Florida and Arizona; and

   * the improvement in the quality of the US assets following the
     permits obtained by the company.

The ratings also reflect the infusion of $7.1 million of equity in
March 2005 and projected reductions in capital expenditures
following the completion of a number of major asset improvements.

The ratings are constrained by the fact that the company's volume
and price growth targets depend on the successful execution in
areas where it competes with larger, more established players with
greater access to both internally generated free cash flow and
capital.  The relatively high leverage is likely to place
constraints in pursuing significant additional investments in
collection and disposal assets to leverage their existing asset
base.  While the upgrade recognizes substantial improvement to
date, free cash flow (defined as cash from operations less capital
expenditures) remains negative.  Moody's expectation is that
current levels of performance will continue to recover, which
would improve the company's narrow liquidity cushions and credit
outlook.  Lack of progress in this area could lead to an immediate
downgrade.

The B2 rating on the senior secured credit facility reflects the
benefits and limitations of the security and guarantee package,
which rely on the US assets for asset coverage and cash
generation.  The credit facility consists of a 5-year, $60 million
revolving credit facility; following an amendment in October 2004,
the amount available has been effectively restricted to $50
million.  There is also a 7-year $100 million term loan and the
provision for an additional $50 million term facility for
permitted acquisitions provided compliance tests are satisfied.
The credit facilities are guaranteed by the pledge of the U.S.
restricted subsidiaries of Waste Services as well as by pledge of
65% of the common shares of the first tier non-US subsidiaries.

The Caa2 rating on the senior subordinated notes reflects the deep
subordination of the notes to the prior claim on assets from the
senior debt of the company.  The rating also incorporates the
limited asset coverage from the guarantor assets in a distressed
scenario.  Obligations are guaranteed on an unsecured, senior
subordinated basis by all of the company's existing and future US
restricted subsidiaries.  Canadian operations are not guarantors
under the notes.

Waste Services, Inc. is a multi-regional, integrated solid waste
services company, providing:

   * collection;
   * transfer;
   * landfill disposal; and
   * recycling services for:

     -- commercial,
     -- industrial, and
     -- residential customers in the United States and Canada.

The company is the successor to Capital Environmental Resource
Inc., now Waste Services (CA) Inc., by a migration transaction
completed effective July 31, 2004.  Waste Services had 2004
revenues of $310 million and is the second largest service
provider in Canada after Waste Management.  The company announced
in June that it will be moving its U.S. operations office from
Arizona to South Florida.


WORLDCOM INC: Wants N. Carolina Claims Settlement Pact Approved
---------------------------------------------------------------
The State of North Carolina filed 12 Claims against WorldCom, Inc.
and its debtor-affiliates:

         Claim No.              Claim Amount
         ---------              ------------
           38082                    $18,567
           38083                 17,679,349
           38084                     44,949
           38085                    223,340
           38086                      4,789
           38087                  1,288,517
           38088                  3,891,585
           38089                     10,888
           38090                 26,047,660
           38137                     33,702
           38138                  6,830,378
           38139                  5,745,387

After extended negotiations, the Debtors and North Carolina have
reached an agreement to resolve all disputes related to the Claims
and certain other issues.

The salient terms of the Agreement are:

   (1) The 12 Claims will be disallowed, dismissed and expunged
       in full and with prejudice;

   (2) North Carolina will release the Debtors of all claims or
       potential claims relating in any way to the 12 Claims.
       The release includes:

          -- any claims relating to a royalty program previously
             in effect; and

          -- a release of the Debtors' obligation to pay taxes,
             interest, and penalties relating to the royalty
             program;

   (3) Two Network Claims will be deemed satisfied in full,
       released, withdrawn and expunged:

         Claim No.              Claim Amount
         ---------              ------------
           35716                 $2,229,145
           22105                  2,572,405

   (4) Ten Claims have been fully resolved and are thus being
       expunged, withdrawn, allowed or allowed-paid and require
       no further Court proceedings.

         Claim No.              Claim Amount        Action
         ---------              ------------        ------
           38082                    $18,567         Expunged
           14966                         $0         Expunged
           22106                    112,880         Expunged
           33485                     11,176         Allowed
           22107                     29,760         Allowed
           22108                      7,366         Allowed
           22109                         49         Allowed
           22110                         72         Allowed
           22104                    113,140         Allowed
           22111                    216,006         Allowed

   (5) Claim No. 33486 filed against Intermedia Communications,
       Inc., for $250,513 will be deemed satisfied in full,
       released, withdrawn and expunged;

   (6) The Debtors will pay to North Carolina $16,232,037, in
       full and complete satisfaction of all tax, interest and
       penalties related to the royalty program, Network Claims
       and the Intermedia Claim;

   (7) The Parties will bear their own costs, expenses and fees;
       and

   (8) The Parties have agreed to certain technical tax,
       accounting and related issues necessary to resolve on a
       final basis the 12 Claims for tax years ending on or
       before December 31, 2002, and to agree on North Carolina's
       treatment of discrete tax issues for tax years after 2002.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to approve their Settlement Agreement with
North Carolina.

Jerome L. Epstein, Esq., at Jenner & Block, LLP, in Washington,
D.C., points out litigating the facts, matters and issues
implicated by North Carolina's Claims would be fact-intensive and
complex.   Litigation would require an analysis of the underlying
royalty program and complex calculations over a multi-year period,
including the impact of accounting restatements involving
thousands of prior transactions.

The Settlement Agreement would avoid protracted litigation in the
claims resolution process, Mr. Epstein contends.

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)


* BOND PRICING: For the week of Oct. 3 - Oct. 7, 2005
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
Adelphia Comm.                         7.500%  01/15/04    75
Adelphia Comm.                         8.125%  07/15/03    71
Adelphia Comm.                         8.375%  02/01/08    73
Adelphia Comm.                         9.250%  10/01/02    69
Adelphia Comm.                         9.375%  11/15/09    70
Adelphia Comm.                         9.500%  02/15/04    69
Adelphia Comm.                         9.875%  03/01/05    70
Adelphia Comm.                         9.875%  03/01/07    68
Adelphia Comm.                        10.250%  11/01/06    69
Adelphia Comm.                        10.250%  06/15/11    72
Adelphia Comm.                        10.875%  10/01/10    69
AHI-DFLT 07/05                         8.625%  10/01/07    55
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    28
Amer Color Graph                      10.000%  06/15/10    73
Amer Comm LLC                         11.250%  01/01/08    24
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.377%  05/23/19    70
American Airline                       8.390%  01/02/17    72
American Airline                       8.800%  09/16/15    65
American Airline                      10.850%  03/15/09    65
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              4.500%  02/15/24    68
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    71
AMR Corp.                              9.750%  08/15/21    56
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    56
AMR Corp.                             10.000%  04/15/21    48
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    54
AMR Corp.                             10.200%  03/15/20    66
AMR Corp.                             10.550%  03/12/21    63
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    63
Antigenics                             5.250%  02/01/25    55
Anvil Knitwear                        10.875%  03/15/07    56
Apple South Inc.                       9.750%  06/01/06     3
Armstrong World                        6.350%  08/15/03    75
Armstrong World                        6.500%  08/15/05    74
Armstrong World                        7.450%  05/15/29    75
Asarco Inc.                            7.875%  04/15/13    56
Asarco Inc.                            8.500%  05/01/25    55
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    15
At Home Corp.                         10.875%  06/15/14    66
Atlantic Coast                         6.000%  02/15/34     6
Autocam Corp.                         10.875%  06/15/14    66
Bank New England                       8.750%  04/01/99     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    60
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    61
Calpine Corp.                          7.750%  04/15/09    54
Calpine Corp.                          7.875%  04/01/08    63
Calpine Corp.                          8.500%  07/15/10    75
Calpine Corp.                          8.500%  02/15/11    56
Calpine Corp.                          8.625%  08/15/10    55
Calpine Corp.                          8.750%  07/15/13    68
Calpine Corp.                          8.750%  07/15/13    73
Cell Therapeutic                       5.750%  06/15/08    55
Cell Therapeutic                       5.750%  06/15/08    73
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm HLD                      10.000%  05/15/11    72
Chiphergen                             4.500%  09/01/08    75
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    45
Comcast Corp.                          2.000%  10/15/29    41
Contl Airlines                         5.000%  06/15/23    72
Contl Airlines                         8.312%  04/02/11    72
Constar Intl                          11.000%  12/01/12    62
Cons Container                        10.125%  07/15/09    67     
Covad Communication                    3.000%  03/15/24    66
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    40
Curagen Corp.                          4.000%  02/15/11    74
Curative Health                       10.750%  05/01/11    65
DAL-DFLT09/05                          9.000%  05/15/16    18
Delco Remy Intl                        9.375%  04/15/12    55
Delco Remy Intl                       11.000%  05/01/09    69
Delta Air Lines                        2.875%  02/18/24    15
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    42
Delta Air Lines                        7.700%  12/15/05    17
Delta Air Lines                        7.711%  09/18/11    66
Delta Air Lines                        7.779%  11/18/05    64
Delta Air Lines                        7.779%  01/02/12    62
Delta Air Lines                        7.900%  12/15/09    18
Delta Air Lines                        7.920%  11/18/10    68
Delta Air Lines                        8.000%  06/03/23    17
Delta Air Lines                        8.270%  09/23/07    40
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    20
Delta Air Lines                        9.250%  03/15/22    18
Delta Air Lines                        9.320%  01/02/09    49
Delta Air Lines                        9.375%  09/11/07    48
Delta Air Lines                        9.590%  01/02/17    42
Delta Air Lines                        9.750%  05/15/21    17
Delta Air Lines                        9.875%  04/30/08    47
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/09    46
Delta Air Lines                       10.000%  06/01/10    13
Delta Air Lines                       10.000%  06/01/11    36
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    19
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.375%  02/01/11    16
Delta Air Lines                       10.375%  12/15/22    19
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    48
Delta Air Lines                       10.790%  03/26/14    19
Delphi Auto Syst                       6.500%  05/01/09    67
Delphi Auto Syst                       7.125%  05/01/29    63
Delphi Corp                            6.500%  08/15/13    64
Delphi Trust II                        6.197%  11/15/33    33
Dura Operating                         9.000%  05/01/09    69
E.Spire Comm Inc.                     13.000%  11/01/05     0
Edison Brothers                       11.000%  09/26/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    74
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    68
Exodus Comm. Inc.                      5.250%  02/15/08     0
Falcon Products                       11.375%  06/15/09     0  
Fedders North AM                       9.875%  03/01/14    73
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    35
Federal-Mogul Co.                      8.370%  11/15/01    28
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    34
Federated Group                        7.500%  04/15/10     1
Fibermark Inc.                         10.750% 04/15/11    70
Finova Group                           7.500%  11/15/09    40
FMXIQ-DFLT09/05                       13.500%  08/15/05     7
Foamex L.P.                            9.875%  06/15/07     7
Foamex L.P.                           10.750%  04/01/09    75
Ford Motor Co.                         6.500%  08/01/18    74
Ford Motor Co.                         6.625%  02/15/28    73
Ford Motor Co.                         7.400%  11/01/46    70
Ford Motor Co.                         7.700%  05/15/97    73
Ford Motor Cred                        5.650%  01/21/14    74
Ford Motor Cred                        6.750%  01/21/14    74
Ford Motor Cred                        6.000%  03/20/14    75
Ford Motor Cred                        6.000%  11/20/14    73
Ford Motor Cred                        6.000%  11/20/14    72
Ford Motor Cred                        6.050%  03/20/14    77
Ford Motor Cred                        6.150%  01/20/15    71
Ford Motor Cred                        7.500%  08/20/32    70
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    73
Gateway Inc.                           2.000%  12/31/11    69
General Motors                         7.400%  09/01/25    70     
GMAC                                   5.250%  01/15/14    71
GMAC                                   5.350%  01/15/14    69
GMAC                                   5.700%  06/15/13    72
GMAC                                   5.700%  10/15/13    62
GMAC                                   5.700%  12/15/13    63
GMAC                                   5.750%  01/15/14    74
GMAC                                   5.850%  06/15/13    73
GMAC                                   5.900%  12/15/13    69
GMAC                                   5.900%  01/15/19    60
GMAC                                   5.900%  01/15/19    67
GMAC                                   5.900%  02/15/19    67
GMAC                                   5.900%  10/15/19    59
GMAC                                   6.000%  12/15/13    73
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  02/15/19    64
GMAC                                   6.000%  02/15/19    64
GMAC                                   6.000%  03/15/19    63
GMAC                                   6.000%  03/15/19    63
GMAC                                   6.000%  03/15/19    63
GMAC                                   6.000%  03/15/19    63
GMAC                                   6.000%  03/15/19    63
GMAC                                   6.000%  04/15/19    63
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.000%  09/15/19    60
GMAC                                   6.050%  08/15/19    66
GMAC                                   6.050%  08/15/19    63
GMAC                                   6.050%  10/15/19    66
GMAC                                   6.100%  11/15/13    74
GMAC                                   6.100%  09/15/19    67
GMAC                                   6.125%  10/15/19    65
GMAC                                   6.150%  09/15/13    73
GMAC                                   6.150%  08/15/19    63
GMAC                                   6.150%  10/15/19    64
GMAC                                   6.200%  11/15/13    73
GMAC                                   6.200%  04/15/19    64
GMAC                                   6.250%  11/15/13    74
GMAC                                   6.250%  12/15/18    66
GMAC                                   6.250%  01/15/19    64
GMAC                                   6.250%  04/15/19    70
GMAC                                   6.250%  05/15/19    70
GMAC                                   6.250%  07/15/19    62
GMAC                                   6.300%  10/15/13    74
GMAC                                   6.300%  08/15/19    63
GMAC                                   6.300%  08/15/19    70
GMAC                                   6.350%  05/15/13    74
GMAC                                   6.350%  04/15/19    65
GMAC                                   6.350%  07/15/19    66
GMAC                                   6.350%  07/15/19    68
GMAC                                   6.400%  12/15/18    67
GMAC                                   6.400%  11/15/19    71
GMAC                                   6.400%  15/15/19    67
GMAC                                   6.500%  06/15/18    68
GMAC                                   6.500%  11/15/18    71
GMAC                                   6.500%  12/15/18    64
GMAC                                   6.500%  12/15/18    66
GMAC                                   6.500%  05/15/19    65
GMAC                                   6.500%  02/15/20    68
GMAC                                   6.550%  12/15/19    70
GMAC                                   6.600%  08/15/16    72
GMAC                                   6.600%  05/15/18    68
GMAC                                   6.600%  06/15/18    67
GMAC                                   6.600%  06/15/19    69
GMAC                                   6.650%  06/15/18    69
GMAC                                   6.650%  10/15/18    69
GMAC                                   6.650%  10/15/18    69
GMAC                                   6.650%  02/15/18    73
GMAC                                   6.700%  06/15/18    69
GMAC                                   6.700%  08/15/16    74
GMAC                                   6.700%  06/15/18    66
GMAC                                   6.700%  06/15/19    69
GMAC                                   6.700%  12/15/19    69
GMAC                                   6.750%  07/15/16    71
GMAC                                   6.750%  08/15/16    71
GMAC                                   6.750%  06/15/17    70
GMAC                                   6.750%  03/15/18    68
GMAC                                   6.750%  07/15/18    72
GMAC                                   6.750%  09/15/18    70
GMAC                                   6.750%  05/15/19    72
GMAC                                   6.750%  05/15/19    69
GMAC                                   6.750%  06/15/19    70
GMAC                                   6.750%  06/15/19    71
GMAC                                   6.750%  03/15/20    74
GMAC                                   6.800%  09/15/19    75
GMAC                                   6.800%  10/15/18    73
GMAC                                   6.850%  05/15/18    70
GMAC                                   6.875%  08/15/16    75
GMAC                                   6.875%  07/15/18    71
GMAC                                   6.900%  06/15/17    75
GMAC                                   6.900%  07/15/18    73
GMAC                                   6.900%  08/15/18    71
GMAC                                   6.950%  06/15/17    73
GMAC                                   7.000%  06/15/16    75
GMAC                                   7.000%  06/15/17    74
GMAC                                   7.000%  07/15/16    75
GMAC                                   7.000%  09/15/16    73
GMAC                                   7.000%  05/15/17    72
GMAC                                   7.000%  05/15/17    72
GMAC                                   7.000%  06/15/17    74
GMAC                                   7.000%  07/15/17    71
GMAC                                   7.000%  07/15/17    72
GMAC                                   7.000%  02/15/18    71
GMAC                                   7.000%  03/15/18    71
GMAC                                   7.000%  05/15/18    72
GMAC                                   7.000%  05/15/18    73
GMAC                                   7.000%  08/15/18    72
GMAC                                   7.000%  09/15/21    74
GMAC                                   7.000%  02/15/21    74
GMAC                                   7.000%  09/15/21    71
GMAC                                   7.000%  09/15/21    72
GMAC                                   7.000%  06/15/22    66
GMAC                                   7.000%  11/15/23    72
GMAC                                   7.000%  11/15/24    70
GMAC                                   7.000%  11/15/24    69
GMAC                                   7.000%  11/15/24    73
GMAC                                   7.050%  05/15/17    73
GMAC                                   7.050%  03/15/18    71
GMAC                                   7.050%  03/15/18    73
GMAC                                   7.125%  07/15/17    72
GMAC                                   7.125%  10/15/17    72
GMAC                                   7.150%  09/15/18    64
GMAC                                   7.150%  01/15/25    71
GMAC                                   7.150%  03/15/25    74
GMAC                                   7.200%  10/15/17    70
GMAC                                   7.250%  09/15/17    74
GMAC                                   7.250%  09/15/17    73
GMAC                                   7.250%  04/15/18    73
GMAC                                   7.250%  08/15/18    73
GMAC                                   7.250%  08/15/18    75
GMAC                                   7.250%  09/15/18    73
GMAC                                   7.250%  01/15/25    75
GMAC                                   7.250%  02/15/25    71
GMAC                                   7.250%  03/15/25    75
GMAC                                   7.300%  01/15/18    72
GMAC                                   7.300%  01/15/18    73
GMAC                                   7.350%  12/15/16    74
GMAC                                   7.350%  03/15/17    74
GMAC                                   7.400%  02/15/21    68
GMAC                                   7.500%  11/15/16    74
Graftech Int'l                         1.625%  01/15/24    74
Gulf States STL                       13.500%  04/15/03     0
Huntsman Packag                       13.000%  06/01/10    46          
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    45
Intermet Corp.                         9.750%  06/15/09    24
Iridium LLC/CAP                       10.875%  07/15/05    21
Iridium LLC/CAP                       11.250%  07/15/05    21
Iridium LLC/CAP                       13.000%  07/15/05    21
Iridium LLC/CAP                       14.000%  07/15/05    22
Isolagen Inc.                          3.500%  11/01/24    49
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     4
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    51
Kmart Funding                          8.880%  07/01/10    50
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    75
Kulicke & Soffa                        1.000%  06/30/10    75
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    57
Level 3 Comm. Inc.                     5.250%  12/15/11    74
Level 3 Comm. Inc.                     6.000%  09/15/09    50
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Liberty Media                          3.750%  02/15/30    57
Liberty Media                          4.000%  11/15/29    61
Macsaver Financl                       7.875%  08/01/03     2
Mcms Inc.                              9.750   03/01/08     0
Metaldyne Corp.                       11.000%  06/15/12    67      
Metricom Inc.                        13.000%  02/15/10      0
Mississippi Chem                       7.250%  11/15/17     4
MSX Int'l Inc.                        11.375%  01/15/08    69    
Muzak LLC                              9.875%  03/15/09    49
New Orl Grt N RR                       5.000%  07/01/32    75
New World Pasta                        9.250%  02/15/09     5
Northern Pacific RY                    3.000%  01/01/47    58
Northern Pacific RY                    3.000%  01/01/47    58
Northwest Airlines                     6.625%  05/15/23    23
Northwest Airlines                     7.068%  01/02/16    65
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    53
Northwest Airlines                     7.625%  11/15/23    26
Northwest Airlines                     7.626%  04/01/10    49
Northwest Airlines                     7.691%  04/01/17    74
Northwest Airlines                     7.875%  03/15/08    28
Northwest Airlines                     8.070%  01/02/15    18
Northwest Airlines                     8.130%  02/01/14    17
Northwest Airlines                     8.304%  09/01/10    70
Northwest Airlines                     8.700%  03/15/07    28
Northwest Airlines                     8.875%  06/01/06    27
Northwest Airlines                     8.970%  01/02/15    15
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    27
Northwest Airlines                    10.000%  02/01/09    28
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    56
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    40
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09    10
O'Sullivan Ind.                       10.630%  10/01/08    69
O'Sullivan Ind.                       13.375%  10/15/09     7
Orion Network                         12.500%  01/15/07    35
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
PCA LLC/PCA Fin                       11.875   08/01/09    29
Pegasus Satellite                      9.625%  10/15/05    32
Pegasus Satellite                      9.750%  12/01/06    25
Pegasus Satellite                     12.375%  08/01/06    26
Pegasus Satellite                     12.500%  08/01/07    30
Pen Holdings Inc.                      9.875%  06/15/08    65
Pinnacle Airline                       3.250%  02/15/25    68
Pixelworks Inc.                        1.750%  05/15/24    70
Pliant Corp.                          13.000%  06/01/10    46
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    70
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    40
Primus Telecom                         3.750%  09/15/10    36
Primus Telecom                         5.750%  02/15/07    49
Primus Telecom                         8.000%  01/15/14    65
Primus Telecom                        12.750%  10/15/09    58
Read-Rite Corp.                        6.500%  09/01/04    23
Reliance Group Holdings                9.000%  11/15/00    25
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    53
Solectron Corp.                        0.500%  02/15/34    68
Tekni-Plex Inc.                       12.750%  06/15/10    54
Teligent Inc.                         11.500%  12/01/07     0
Teligent Inc.                         11.500%  03/01/08     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    63
Tropical Sportsw                      11.000%  06/15/08     5
United Air Lines                       6.831%  09/01/08    61
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    20
United Air Lines                       7.762%  10/01/05    50
United Air Lines                       7.811%  10/01/09    71
United Air Lines                       8.030%  07/01/11    65
United Air Lines                       9.000%  12/15/03    15
United Air Lines                       9.020%  04/19/12    40
United Air Lines                       9.125%  01/15/12    13
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.350%  04/07/16    61
United Air Lines                       9.560%  10/19/18    42
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    15
United Air Lines                      11.210%  05/01/14    12
Univ. Health Services                  0.426%  06/23/20    54
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  07/15/08     8
US Air Inc.                           10.610%  06/27/07     5
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    52
Werner Holdings                       10.000%  11/15/07    58
Westpoint Steven                       7.875%  06/16/08     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    70
Winstar Comm Inc.                     12.750%  04/15/10     0
Winstar Comm                          14.000%  10/15/05     0
WMG Holdings                           9.500%  12/15/14    70
World Access Inc.                      4.500%  10/01/02    12
World Access Inc.                     13.250%  01/15/08     6

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***