TCR_Public/051011.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, October 11, 2005, Vol. 9, No. 241

                          Headlines

A NOVO BROADBAND: Trustee Has Until Oct. 31 to Object to Claims
AES CORP: Senior Credit Facility Commitment Increased to $650 Mil.
ANC RENTAL: Trust Has Until Dec. 15 to Object to Proofs of Claim
ANCHOR GLASS: Inks New Long-Term Agreement with Snapple and Mott's
ANCHOR GLASS: Wants To Reject Campbell Consulting Agreement

ASARCO LLC: Section 341(a) Meeting Rescheduled to Nov. 17
ASARCO LLC: Wants to Sell Surplus Properties in Utah & New Mexico
ASARCO LLC: Court Okays Assumption of Tucson Electric Service Pact
ATKINS NUTRITIONALS: Gets Open-Ended Period to Decide on Leases
BECKMAN COULTER: Inks Pact to Buy All of Diagnostic Systems' Stock

BELLES AND BEAUS: Voluntary Chapter 11 Case Summary
BETHLEHEM STEEL: ISG Wants Right to $1.6MM DOE Refund Distribution
BLOCKBUSTER INC: Says 3rd Quarter Results Comply with Covenants
BONUS STORES: Wants Until Feb. 13 to Remove Civil Actions
BOWATER INC: Expects $35M to $40M Operating Income in 3rd Quarter

BROOKFIELD PROPERTIES: O&Y Shareholders Okay Stock Acquisition
CALPINE CORP: CCFC Unit Prices $300-Mil. Preferred Shares Offering
C2 GLOBAL: Completes $19.2M Sale of Telecom Assets to N. Central
CHAMPION HOME: Moody's Rates New $200 Million Facilities at B1
CHI-CHI'S: Court Permits Asset Sale to BR Acquisitions for $1.8MM

CKE RESTAURANTS: Board Declares $0.04 Common Stock Dividend
COLLEGE PROPERTIES: Brian Mullen Named as Chapter 11 Trustee
COLLINS & AIKMAN: Resolves GECC's Objection to Access Agreement
COLLINS & AIKMAN: Inks Customer Financing Agreement with OEMs
COLLINS & AIKMAN: Proposes Cross-Border Insolvency Protocol

CONSTELLATION BRANDS: Earns $98.1 Million in Second Quarter
DELPHI CORP: Names Robert Dellinger as Chief Financial Officer
DELTA AIR: Brings In BSI LLC as Claims Agent
DELTA AIR: Appoints Domenico De Sole as New Director
DELTA AIR: NYSE to Halt Common Stock Trading on Thursday, Oct. 13

DELTAGEN INC.: Plan Confirmation Hearing Set for November 14
DELTAGEN INC: Administrative Claims Bar Date Set on November 7
DENNIS STREETER: Case Summary & 20 Largest Unsecured Creditors
DIGITAL LIGHTWAVE: Borrows $775,000 From Optel Capital
DOANE PET: Moody's Junks $150 Million Senior Subordinated Notes

DYKESWILL LTD: Trustee Wants Joe Adame as Real Estate Broker
DYKESWILL LTD: Wants Wallace Gallup for Hawaiian Real Estate Work
E*TRADE: Closes $700M Purchase of HARRISdirect from BMO Financial
E*TRADE FINANCIAL: Closes on 3-Year $250 Million Credit Facility
EMPLOYEE ACQUISITION: Involuntary Chapter 11 Case Summary

ENRON CORP: Wants to Sell Centragas & EIDS Equity Interests
ENRON CORP: Wants Court to Bless FERC Settlement Pact
ENRON CORP: Court Nixes AEGON, et al.'s Amended Claims
ENVIRONMENTAL TRUST: Confirmation Hearing Scheduled for Dec. 7
FALCON PRODUCTS: Court Confirms Second Amended Joint Plan

FEDERAL-MOGUL: Inks Agreements to Amend Plan of Reorganization
FEDERAL-MOGUL: In Compliance with $500 Million DIP Credit Facility
FIBERMARK: Fourth Amended Disclosure Hearing Set for Oct. 27
FLYI INC: Names David Asai as New Chief Financial Officer
FLYI INC: Cutting 600 Jobs & Halting Flights to East & West Coasts

GARDEN STATE: Has Until Dec. 6 to File Notices of Removal
GENCORP INC: Posts $29 Million Net Loss in Third Quarter 2005
GLOBAL ENVIRONMENTAL: Unsecured Creditors Want Case Dismissed
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Eight Cert. Classes
GRAPHIC PACKAGING: Moody's Affirms B1 Corporate Family Rating

HAWS & TINGLE: Wants Neligan Tarpley as Bankruptcy Counsel
HAWS & TINGLE: Wants Access to Cash Collateral Until Oct. 21
HOUSE2HOME: $6.4 Million of TJX Companies Claim is Senior Debt
INDUSTRIAL ENTERPRISES: Liquidating 15 Million Power3 Shares
INTERSTATE BAKERIES: 207 Creditors Sell $1.8 Million of Claims

JOE PAULK: Case Summary & 15 Largest Unsecured Creditors
JP MORGAN: Fitch Lifts $24 Million Class G Certs. One Notch to B+
KAISER ALUMINUM: Court Approves Modified UFWA Settlement Agreement
LEHMAN BROTHERS: Poor Performance Cues Fitch to Downgrade Ratings
LAFEYETTE'S EPOXY: Case Summary & 26 Largest Unsecured Creditors

LONG ISLAND PHYSICIAN: PwC Raises Going Concern Doubt in Form 10K
MERCURY INTERACTIVE: Nasdaq Extends Filing Deadline to Nov. 30
MERRILL LYNCH: Fitch Holds Low-B Ratings on Two Cert. Classes
MIRANT CORP: Bankruptcy Court Approves NY-Gen's Consent Order
MIRANT CORP: HVB Risk Management Holds $223 Mil. Unsecured Claim

MIRANT CORP: Creditors Committee Objects to Use of PIRA Forecasts
NATIONAL ENERGY: ET Power Wants Court Nod on CalPX Settlement Pact
NATIONAL ENERGY: Inks Pact Resolving Citibank Claim
OMNI CAPITAL: Foley Bryant Approved as Bankruptcy Counsel
OMNI CAPITAL: Files Schedules of Assets and Liabilities

OWENS CORNING: Plans to Acquire Wolverine Fabricating
OWENS CORNING: Wants to Capitalize Non-Debtor Company in China
PAETEC COMMS: Moody's Withdraws $200 Million Debts' B2 Ratings
POLYONE CORP: Thomas Waltermire Steps Down as President & CEO
PONDEROSA PINE: Files Joint Plan of Reorganization in New Jersey

POP3 MEDIA: Can't File Annual Report on Time Due to Audit Review
QUEEN'S SEAPORT: Wants Continued Access to Cash Collateral
RADNOR HOLDINGS: Paul Ridder Replaces Michael Valenza as CFO
RAYMOND PRYKE: Case Summary & 13 Largest Unsecured Creditors
READING BROADCASTING: Case Summary & 20 Unsecured Creditors

RELIANCE GROUP: Creditors Committee Files First Amended Plan
REVLON INC: Registers Common Stock for $250 Million IPO
RHODES COMPANIES: Moody's Rates Planned $150 Million Loan at B1
RISK MANAGEMENT: Has Until Nov. 4 to Decide on Leases
RISK MANAGEMENT: Removal Period Stretched to April 7

S.S. SEEDING: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: Court Allows Govt. Fund Reallocation
SAINT VINCENTS: K. Falk Wants St. Mary's Closure Order Stayed
SAN BENITO HEALTH: Case Summary & 20 Largest Unsecured Creditors
SATMEX: White & Case Partner Thomas Heather Appointed as Mediator

SAVVIS INC: Has Until Apr. 3 to Regain Nasdaq Compliance
SELF-SUFFICIENCY: Case Summary & 16 Largest Unsecured Creditors
SOLUTIA INC: Expands Therminol Manufacturing in China
SOLUTIA INC: Declares Force Majeure on Certain Nylon Products
SOUPER SALAD: Wants to Employ Padgett Stratemann as Auditor

SOUTHERN UNION: Amends Restated Revolving Credit Agreement
SPIEGEL INC: Alvarez & Marsal Wins 'Turnaround of the Year' Award
SPIKES ENTERPRISES: U.S. Trustee Wants Chapter 11 Case Dismissed
STANDARD PACIFIC: Fitch Rates Sr. Unsecured Debt at BB
STAR GAS: Commodity Price Concerns Prompt Fitch To Junk Ratings

TAJ INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors
TARGA RESOURCES: Moody's Rates $350 Million Sr. Unsec. Notes at B2
TECHNEGLAS INC: Judge Hoffman Confirms Chapter 11 Plan
TENNESSEE VALLEY: Case Summary & 20 Largest Unsecured Creditors
TERAFORCE TECHNOLOGY: Court Okays Locke Liddell as Panel's Counsel

TERAFORCE TECHNOLOGY: Ct. OKs GE Fanuc's Purchase of DNA's Assets
TERAFORCE TECHNOLOGY: Court Okays BKR Cornwell as Tax Accountant
TITAN CRUISE: Cascade Capital Approved as Financial Advisors
TITAN CRUISE: Wants Open Ended Deadline to Decide on Leases
TITAN GLOBAL: Case Summary & 10 Largest Unsecured Creditors

TRUST ADVISORS: Wants to Hire Shipman & Goodwin as Bankr. Counsel
TRUST ADVISORS: Taps Murray L. Becker as Financial Advisor
UAL CORP: Court Grants Open-Ended Deadline to Decide on Leases
UAL CORP: Says Wells Fargo Prevents Sr. Tranche Notes' Purchase
UAL CORP: Court Sets Tentative Claims Resolutions Schedule

USG CORP: Equity Panel Gets Court Nod to Hire Houlihan Lokey
VARIG S.A.: Brazilian Court Refers GCAS Dispute to U.S. Court
VARIG S.A.: Preliminary Injunction Expires on Nov. 11
W.R. GRACE: Battle Over Exclusivity to Continue on Dec. 19
W.R. GRACE: Wants Court to Enforce Stay on N.J. Civil Action

WASTE SERVICES: Intends to Amend Existing Senior Credit Facility
WELLSFORD REAL: Stockholders Meeting Set for Nov. 17
WESTERN WATER: Exclusive Plan Filing Period Stretched to Dec. 20
WORLDCOM INC: Provision of Net Proceeds to Underwriter Defendants
WORLDCOM INC: Louisiana Right-of-Way Claims Hearing on Dec. 6

YU ZHENG ZHENG: Case Summary & 18 Largest Unsecured Creditors

* Thomas Osmun Returns to AlixPartners

* Large Companies with Insolvent Balance Sheets

                          *********

A NOVO BROADBAND: Trustee Has Until Oct. 31 to Object to Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Executive Sounding Board Associates, Inc. -- the Liquidating
Trustee appointed under the confirmed Amended Plan of Liquidation
of A Novo Broadband, Inc. -- a further extension, until Oct. 31,
2005, to object to proofs of claim filed against the Debtor's
estate.

As previously reported in the Troubled Company Reporter, the Court
confirmed the Debtor's Plan on Jan. 8, 2004, and the Plan took
effect on March 18, 2004.

Pursuant to the Plan, Executive Sounding was appointed as the
Liquidating Trustee to supervise the wind-down and dissolution of
the former Debtor as a corporate and business entity.  One of
Executive Sounding's tasks is to file and prosecute objections to
proofs of claim filed against the Debtor's estate.

The Liquidating Trustee has determined that additional claims
remain on the register are objectionable and an extension of the
claims objection period is necessary.

Headquartered in New Castle, Delaware, A Novo Broadband, Inc., was
engaged primarily in the repair and servicing of broadband
equipment for equipment manufacturers and operators of cable and
other broadband systems in North America.  The Company filed for
chapter 11 protection on December 18, 2002 (Bankr. Del. Case No.
02-13708).  Brendan Linehan Shannon, Esq., and M. Blake Cleary,
Esq., at Young, Conaway, Stargatt & Taylor, LLP represent the
Debtor.  When the Company filed for protection from its creditors,
it listed $12,356,533 in total assets and $10,577,977 in total
debts.  The Court confirmed the Debtor's chapter 11 Plan on
Jan. 8, 2004, and the Plan took effect on March 18, 2004.
Executive Sounding Board Associates, Inc., is the Liquidating
Trustee for the Debtor's estate.  James E. Hugget, Esq., at
Harvey, Pennington Ltd., represents the Liquidating Trustee.


AES CORP: Senior Credit Facility Commitment Increased to $650 Mil.
------------------------------------------------------------------
The AES Corporation amended its senior credit facility with:

   * Citicorp USA, Inc., as Administrative Agent;

   * Citibank, N.A., as Collateral Agent;

   * Citigroup Global Markets, Inc., as Lead Arranger and Book
     Runner;

   * Banc Of America Securities LLC, as Lead Arranger and Book
     Runner and as Co-Syndication Agent for the Initial Term Loan
     Facility;

   * Deutsche Bank Securities Inc., as Lead Arranger and Book
     Runner for the Initial Term Loan Facility;

   * Union Bank Of California, N.A., as Co-Syndication Agent for
     the Initial Term Loan Facility and as Lead Arranger and Book
     Runner and as Syndication Agent for the Revolving Credit
     Facility,

   * Lehman Commercial Paper Inc., as Co-Documentation Agent for
     the Initial Term Loan Facility;

   * Ubs Securities LLC, as Co-Documentation Agent for the Initial
     Term Loan Facility;

   * Societe Generale, as Co-Documentation Agent for the Revolving
     Credit Facility;

   * Credit Lyonnaise New York Branch, as Co-Documentation Agent;
     and

   * a consortium of lenders comprised of:

     Revolving Credit Loan Bank                      Commitment
     --------------------------                      ----------
     Bank of America, N.A.                          $60,000,000
     Citicorp USA, Inc.                              60,000,000
     Credit Suisse, Cayman Islands Branch            60,000,000
     Deutsche Bank Trust Company Americas            60,000,000
     JPMorgan Chase Bank, N.A.                       60,000,000
     Lehman Commercial Paper Inc.                    60,000,000
     Union Bank of California, N.A.                  60,000,000
     UBS AG, Stamford Branch                         40,000,000
     CALYON New York Branch                          35,000,000
     Merrill Lynch Capital Corporation               35,000,000
     Societe Generale - New York Branch              35,000,000
     ABN Amro Bank N.V.                              25,000,000
     BNP Paribas                                     25,000,000
     United Overseas Bank Ltd.                       20,000,000
     WestLB AG, New York Branch                      15,000,000
                                                   ------------
     Total                                         $650,000,000
                                                   ============

The amendments increased the size of the revolving credit facility
from $450 million to $650 million.

A full-text copy of Amendment No. 4 is available for free at
http://ResearchArchives.com/t/s?235

A full-text copy of Amendment No. 5 is available for free at
http://ResearchArchives.com/t/s?236

AES Corporation -- http://www.aes.com/-- is a leading global
power company, with 2004 revenues of $9.5 billion.  AES operates
in 27 countries, generating 44,000 megawatts of electricity
through 124 power facilities and delivers electricity through 15
distribution companies.  AES Corp.'s 30,000 people are committed
to operational excellence and meeting the world's growing power
needs.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has upgraded and removed the ratings of AES
Corporation from Rating Watch Positive, where it was initially
placed on Jan. 18, 2005 pending review of the company's year-end
financial results.  Fitch said the Rating Outlook is Stable.

Following the completion of its review, Fitch's upgrade reflects
the significant progress AES had made in retiring parent company
recourse debt and improving liquidity.  In addition, AES has
refinanced several near term debt maturities and extended the
company's debt maturity profile.  The company has successfully
accessed both the debt and equity markets in 2004 and 2003.


ANC RENTAL: Trust Has Until Dec. 15 to Object to Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline for ANC Liquidating Trust, as successor to ANC Rental
Corporation and its debtor-affiliates, to file objections to
proofs of claims to Dec. 15, 2005.

As previously reported, the Debtors have filed 14 omnibus
objections to claims, Joseph Grey, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, relates.  The Debtors have asked the
Court to expunge, reduce, reclassify or settle over 6,700 claims.
About 4,800 claims are still subject to resettlement process.

Mr. Grey states that 2,000 of the remaining claims may be
characterized as personal injury or wrongful death claims.  The
Trust intends to seek leave to file an omnibus objection with
respect to the Personal Injury or Wrongful Death Claims and
compel the claimants to participate in mediation or voluntary
arbitration programs.

The Trust asserts that the requested extension will enable them
to conclude the claims reconciliation process in a timely, cost-
efficient and complete manner.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.  Gazes
& Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANCHOR GLASS: Inks New Long-Term Agreement with Snapple and Mott's
------------------------------------------------------------------
Anchor Glass Container Corporation (Pink Sheets:AGCCQ) entered
into a new long-term agreement with Snapple Beverage Corp. and
Mott's LLP to continue to supply their glass requirements through
the year 2008 for certain items in their product lines including
Snapple, Yoo Hoo, Nantucket Nectars, Mistic and Mott's items.

"Completing this contract is an extremely important step in our
restructuring process," said Mark Burgess, CEO of Anchor.  "We are
excited about continuing our relationship with this very important
customer and look forward to supplying quality glass containers to
Mott's and Snapple for the next several years."

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


ANCHOR GLASS: Wants To Reject Campbell Consulting Agreement
-----------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to reject its
Consulting Services Agreement and General Release dated March 9,
2005, with Darrin J. Campbell.

Pursuant to the Campbell Contract, Mr. Campbell is to provide
consulting services as to business strategy, customer relations
and union relations as reasonably requested by Anchor's Board of
Directors, for a term commencing April 2005, through December 31,
2005.

In exchange, Anchor will pay $350,000 to Campbell in nine
substantially equal monthly installments, commencing April 1,
2005.

Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa,
Florida, tells the Court that Mr. Campbell has not preformed any
services pursuant to the Campbell Contract since the Petition
Date.  The Debtor believes it no longer needs Mr. Campbell's
services.

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


ASARCO LLC: Section 341(a) Meeting Rescheduled to Nov. 17
---------------------------------------------------------
The United States Trustee has rescheduled the statutory meeting of
ASARCO LLC's creditors pursuant to Section 341 of the U.S.
Bankruptcy Code to Nov. 17, 2005, at 10:30 a.m.

The meeting will be held on the 16th floor of the Wilson Plaza
Building located at 606 North Carancahua in Corpus Christi, Texas.

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

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: Wants to Sell Surplus Properties in Utah & New Mexico
-----------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, to sell surplus real estate in Salt Lake County,
Utah, and Deming, New Mexico, free and clear of liens, claims,
encumbrances and interests.  ASARCO also seeks to assume the
executory real estate contracts relating to the surplus real
estate.

                     Salt Lake Property

Western States Lodging and ASARCO, LLC, entered into a Real
Estate Purchase Contract dated July 15, 2005, for the sale of
6.9 acres known as 3422 South 700 West, located in Salt Lake
County for $2,000,000.  ASARCO holds a $5,000 earnest money
deposit from Western States.

While the Utah Transit Authority appraised the property at $2.15
million in July 2005, ASARCO relates that it has had the property
on the market for four years, and has not received a better offer
from a serious buyer.

The closing date for the sale is Oct. 31, 2005.

                         Deming Property

As of July 13, 2005, ABC Mining, LLC, and ASARCO entered into a
Purchase and Sale Agreement for the sale "as is, where is" to ABC
Mining of ASARCO's mill site located on Peru Mill Road, in Town
of Deming, in County of Luna, New Mexico.  The property,
consisting of 200 acres of permitted land for facility operations
and an additional 80 acres of unpermitted land adjacent to the
facility, is to be sold for $500,000, and the buyer has given
ASARCO a $50,000 earnest money contract.  The site value is
estimated at $224,800, using appraisal comparables on Aug. 18,
2005.

ASARCO says the offer from ABC Mining is the best one received
from a serious buyer in eight years of marketing the property.

           $2.5-Mil. Cash Injection to ASARCO's Estate

Jack L. Kinzie, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
tells the Court that the sale of both properties will bring in
$2.5 million for assets that are not necessary to the Debtors'
reorganization, and which is decreasing in value.  Mr. Kinzie
asserts that the net effect of the transactions, if approved,
will be the divestiture of real property that has been on the
market for several years for fair and reasonable prices.

Under Section 363(f) of the Bankruptcy Code, a debtor may sell
property free and clear of any lien, claim or interest if:

   (1) applicable non-bankruptcy law permits sale of the
       property free and clear of that interest;

   (2) the entity consents;

   (3) the interest is a lien and the price at which that
       property is sold is greater than the aggregate value of
       all liens on that property;

   (4) the interest is in bona fide dispute; or

   (5) that entity could be compelled, in a legal or equitable
       proceeding to accept money satisfaction of that interest.

Mr. Kinzie attests that the Debtors satisfy the requirements
because all Encumbrances will to attach to the proceeds from the
sale of assets with the same force and effect as those liens
previously had on the assets, subject to the Debtors' rights and
defenses, if any.

Moreover, the Debtors are not aware of any Encumbrances on the
Surplus Property, Mr. Kinzie says.

Mr. Kinzie further notes that the Real Estate Contracts will
bring valuable consideration into the estate.

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: Court Okays Assumption of Tucson Electric Service Pact
------------------------------------------------------------------
On Aug. 12, 2005, the U.S. Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, issued an order
restraining certain utilities from discontinuing, altering or
refusing service and establishing procedures for determining that
adequate assurance has been provided to utilities.

The Injunction Order provides that any utility company may
request additional assurances of payment in the form of deposits
or other security.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble &
Culbreth, P.C., in Corpus Christi, Texas, informs the Court that
Tucson Electric Power Company provides electrical services to
ASARCO, LLC, pursuant to an Electric Service Agreement dated
July 21, 1999, for ASARCO's Mission Complex operations in Pima
County, Arizona.

Mr. Holzer relates that ASARCO and Tucson Electric have entered
into a Third Amended and Restated Memorandum of Understanding
dated effective Sept. 1, 2005, which amends the payment terms
of the Electrical Service Agreement.  ASARCO is in default under
the Agreement for $25,715.  Mr. Holzer notes that Tucson Electric
timely requested additional adequate assurance from ASARCO.

ASARCO believes that the Electrical Service Agreement reflects
special pricing for electricity that is tied to copper's price.
A pricing arrangement has been and will continue to be a
financial benefit to ASARCO during the term of the contract.

Accordingly, ASARCO sought and obtained the Court's authority to
assume the Electrical Service Agreement with Tucson Electric.

ASARCO and Tucson will follow weekly billing procedures for its
Mission Complex.  In the event payment is not received for the
Mission Account in accordance with the Memorandum of
Understanding, Tucson Electric will have the right to terminate
its service to ASARCO without further Court order.

In addition, the parties agreed that Account No. 6837563881 for
service at ASARCO's office in Tucson will be billed monthly.
ASARCO will deposit with Tucson Electric $20,600 for the Office
Account, representing 2-1/2 times ASARCO's estimated maximum
monthly bill for the Office Account.  Tucson Electric will also
be entitled to an administrative priority claim for all
postpetition electrical services provided.

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).


ATKINS NUTRITIONALS: Gets Open-Ended Period to Decide on Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until the confirmation of a plan of reorganization, the
period within which Atkins Nutritionals, Inc., and its debtor-
affiliates can elect to assume, assume and assign or reject their
unexpired leases on four non-residential real properties.

The Debtors told the Bankruptcy Court that they have been unable
to evaluate the unexpired leases because they have concentrated on
securing debtor-in-possession financing, formulating a plan of
reorganization and disclosure statement and other pressing matters
in their bankruptcy cases.

The Debtors assured the court that the proposed extension will not
prejudice their lessors, as they remain current on their
obligations under the leases.

A list of the four unexpired leases is available for free at
http://researcharchives.com/t/s?175

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


BECKMAN COULTER: Inks Pact to Buy All of Diagnostic Systems' Stock
------------------------------------------------------------------
Beckman Coulter, Inc., (NYSE:BEC) has signed an agreement to
acquire all of the stock of Diagnostic Systems Laboratories
Corporation of Webster, Texas, a leading provider of specialty
immunoassays including proprietary technology for reproductive
endocrinology and cardiovascular risk assessment.  Subject to
customary closing conditions, the acquisition is expected to close
in mid-October.  The acquisition is presently estimated to be
$0.01 dilutive to Beckman Coulter's fourth quarter EPS and $0.06
dilutive in 2006 becoming accretive to earnings in the fourth
quarter of 2006.

"Coupling DSL's expertise and proprietary tests with Beckman
Coulter's industry leading immunoassay platforms should be a
winning combination," said Michael Whelan, group vice president of
Beckman Coulter's immunoassay business.  "DSL is a mature
organization with significant scientific and clinical
collaboration skills.  Together we aim to quickly broaden our
immunoassay menu and strategically advance our already successful
immunoassay franchise."

With 2004 sales of approximately $34 million, DSL competes in the
specialty endocrinology segment of the immunoassay market.  DSL
markets three proprietary reproductive endocrinology tests,
including Inhibin A and B, and anti-Mullerian hormone.  In
addition, DSL holds exclusive rights to PAPP-A, a marker being
evaluated for cardiovascular risk assessment.  Recently growing at
about 15 percent per year, specialty endocrinology makes up about
10 percent of the $5 billion immunoassay market.

"By joining Beckman Coulter and taking advantage of their
established infrastructure, we believe we can boost our position
in specialty immunoassay testing and enable our group to reach its
full potential in the marketplace," said Gopal Savjani, president
and founder of Diagnostic Systems Laboratories.

DSL has a proven history of collaboration with clinical research
leaders to identify new and innovative immunoassays to improve
patient care.  DSL has successfully combined these relationships
with a rapid product development process to quickly deliver novel
tests to the pharmaceutical and life science research community as
well as the traditional clinical laboratory.  DSL provides
products in multiple formats and methodologies to meet a diverse
variety of testing needs.

Beckman Coulter, Inc., headquartered in Fullerton, California, is
a leading provider of instrument systems and complementary
products that simplify and automate processes in biomedical
research and clinical laboratories.

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Moody's Investors Service placed the ratings of Beckman Coulter,
Inc. under review for possible upgrade reflecting double digit
revenue growth and an expansion in free cash flow generated by the
core business.  In particular, the company continues to gain share
in the immunodiagnostic market and will launch several new
products including two new analyzers for its routine chemistry
business.  Moody's anticipates that continued growth in its core
business will lead to higher free cash flow over the next few
years.

These ratings were placed under review for a possible upgrade:

   -- $500 Million Universal Shelf Registration (Senior and
      Subordinate) at (P) Baa3/ (P) Ba1

   -- $240 Million 7.45% Senior Notes due 2008 at Baa3

   -- $235 Million 6.875% Senior Notes due 2011 at Baa3

   -- $100 Million 7.05% Senior Debentures due 2026 at Baa3


BELLES AND BEAUS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Belles and Beaus, Inc.
        282 Highway 314
        Fayetteville, Georgia 30214

Bankruptcy Case No.: 05-13614

Type of Business: The Debtor sells bridal wear and tuxedos.
                  See http://www.belles-beaus.com/

Chapter 11 Petition Date: October 7, 2005

Court: Northern District of Georgia (Newman)

Judge: W. Homer Drake

Debtor's Counsel: John C. Pennington, Esq.
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, Georgia 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


BETHLEHEM STEEL: ISG Wants Right to $1.6MM DOE Refund Distribution
------------------------------------------------------------------
As reported in the Troubled Company Reporter on August 4, 2005,
The Bethlehem Steel Corporation Liquidating Trust asked Judge
Lifland to enforce the terms of the Asset Purchase Agreement and
find that the Refund is an "Excluded Asset" as defined in the APA
to be distributed to the beneficiaries of the Trust.

In connection with the Refund Program, Bethlehem Steel
Corporation duly submitted an application for a refund based on
its refined petroleum purchases made during the program years.
Mr. Kibler asserts that the refund process was delayed and
prolonged because the DOE continued to collect crude oil
overcharges into the 21st century.

In May 2004, the DOE promulgated procedures for the final round of
payments to successful claimants in the Refund Program.  The DOE
Notice was sent to all claimants purchasing a certain amount of
refined petroleum products during the controls period, including
Bethlehem Steel.  The notice informed claimants of the
availability of the final crude oil refund payment and sought
verification of the information contained in the DOE's database
for each claimant.  Claimants were required to confirm by
December 31, 2004, if they should receive the refund or not, for
any reason, including their dissolution.

The DOE Notice published in the Federal Register reflected the
calculation of the final refund amounts.  The published refund to
which Bethlehem Steel is entitled to receive equaled $1.6 million.
According to the Procedures, the DOE was tohave begun distributing
refunds by February 1, 2005.

International Steel Group Inc. advised The Bethlehem Steel
Corporation Liquidating Trust of its position that the Refund was
an Acquired Asset under the APA among Bethlehem, ISG and ISG
Acquisition Inc., dated March 12, 2003, as subsequently amended on
April 22, 2003, and May 6, 2003.  Hence, ISG asserted that the
Refund was an asset transferred to it under the APA.

In response, the Liquidating Trust argued that the Refund was an
Excluded Asset under the APA and that, accordingly, the
Liquidating Trust intended to file the appropriate documentation
with the DOE requesting the Refund.

Subsequently, ISG filed a request with the DOE that ISG be listed
as the beneficiary of the Refund.

On December 22, 2004, the Liquidating Trust sent a Verification of
the information contained in the DOE records seeking to establish
the Liquidating Trust, the successor-in-interest to Bethlehem
Steel, as the entity to which the Refund distribution should be
made.

                           ISG Responds

Philip P. Kalodner, Esq., in Gladwyne, Pennsylvania, argues that
the right to further crude oil refunds was conveyed to
International Steel Group Inc., now known as Mittal Steel USA ISG
Inc., pursuant to the Asset Purchase Agreement because:

   -- the Refund was an asset of Bethlehem Steel Corporation
      and the APA conveyed to ISG all assets of Bethlehem Steel;

   -- the Refund was an "account receivable" of Bethlehem Steel,
      and thus was explicitly conveyed; and

   -- even if the Refund could be categorized merely as a
      "claim," it was not an excluded claim, and was therefore
      part of "all claims" of Bethlehem Steel conveyed to ISG.

Even if the right to the Refund was in the first instance excluded
from the assets conveyed to ISG as an "excluded claim" and was
retained by Bethlehem Steel, the right to further crude oil refund
distributions, and any cash received in the distribution, are part
of the "excess purchase price," which must be conveyed or paid to
ISG pursuant to the APA, Mr. Kalodner says.

Accordingly, ISG asks the Court to:

   (a) deny Bethlehem Steel Liquidating Trust's request;

   (b) declare that ISG has the right to the Refund;

   (c) direct the Liquidating Trust to advise the U.S. Department
       of Energy that the Liquidating Trust has no right to the
       further refunds to be distributed on the Bethlehem
       claim, and that the right is vested in ISG.

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)


BLOCKBUSTER INC: Says 3rd Quarter Results Comply with Covenants
---------------------------------------------------------------
Blockbuster Inc. (NYSE: BBI, BBI.B) reported that its third
quarter reported results would reflect that the Company is in
compliance with its debt covenants for the third quarter.

The Company also disclosed that its domestic same-store rental
revenues for the third quarter of 2005 outperformed the industry,
which according to Rentrak estimates was down 11.7% for the
quarter, including both store-based and online rental revenues.
By contrast, Blockbuster preliminarily estimates domestic same-
store rental revenues for the third quarter of 2005 to be down
approximately 1%, including online rental revenues and after the
impact of the elimination of extended viewing fees, which
accounted for approximately 13% of the Company's third quarter
2004 rental revenues.

Additionally, the Company said it remains committed to growing
the online business, but that it expects to reach its goal of
two million subscribers to BLOCKBUSTER Online(TM) later in 2006
than originally anticipated.

"In the face of a challenging rental industry, we believe we will
continue to outperform the store-based rental industry as a result
of the elimination of extended viewing fees, and we see
significant growth opportunities in the online rental business
that we intend to aggressively pursue," said John Antioco,
Blockbuster Chairman and CEO.

The Company expects to announce its full third quarter results in
early November.

Blockbuster Inc. -- http://www.blockbuster.com/-- is a leading
global provider of in-home movie and game entertainment, with more
than 9,100 stores throughout the Americas, Europe, Asia and
Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug 15, 2005,
Fitch has downgraded Blockbuster Inc. to:

    -- Issuer default rating (IDR) to 'CCC' from 'B+';

    -- Senior secured credit facility to 'CCC' from 'B+' with an
       'R4' recovery rating;

    -- Senior subordinated notes to 'CC' from 'B-' with an 'R6'
       recovery rating.

Fitch said the Rating Outlook remains Negative.

Also, Moody's Investors Service downgraded the long term debt
ratings of Blockbuster Inc. (corporate family to B3 and
subordinated notes to Caa3) and the Speculative Grade Liquidity
Rating to SGL-4.  The outlook is negative.

These ratings are downgraded:

   * Corporate family rating to B3 from B1;
   * Senior secured bank credit facilities to B3 from B1;
   * Senior subordinated notes to Caa3 from B3.
   * Speculative grade liquidity rating to SGL-4 from SGL-3.


BONUS STORES: Wants Until Feb. 13 to Remove Civil Actions
---------------------------------------------------------
William Kaye, the liquidating agent of Bonus Stores, Inc., asks
the U.S. Bankruptcy Court for the District of Delaware to extend
until February 13, 2006, the deadline to remove civil actions.

Mr. Kaye tells the Court that the Debtor is a party to various
actions currently pending in different state courts.  He believes
that an additional time to decide whether any state court actions
remain with the Debtor's estate or removal of those actions is
necessary.

Furthermore, the extension of the removal period will protect the
Debtor's right to remove any of the state court actions and any
additional actions discovered through an investigation and review
of claims asserted against the Debtor's estate.

Headquartered in Columbia, Mississippi, Bonus Stores, Inc.,
operated a chain of over 360 stores in 13 Southeastern states
offering everyday deep discount prices on basic everyday items.
The Company filed for chapter 11 protection on July 25, 2003
(Bankr. Del. Case No. 03-12284).  Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor, LLP represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of more than $100 million.  Bonus Stores, Inc.
(fka Bill's Dollar Stores) declared its First Amended Liquidating
Chapter 11 Plan effective on September 20, 2004.  William Kaye is
the Liquidating Agent under the Debtors' confirmed Plan.  Edward
J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP
represents the Liquidating Agent.


BOWATER INC: Expects $35M to $40M Operating Income in 3rd Quarter
-----------------------------------------------------------------
Bowater Incorporated (NYSE: BOW) expects third quarter operating
income, excluding a gain of approximately $9 million on the sale
of assets, to be in the range of $35 million to $40 million.
Higher transaction prices for the company's paper products were
offset by higher manufacturing and distribution costs, related to
Hurricane Katrina, a stronger Canadian dollar and higher
maintenance expenses. Prices of pulp and lumber in the third
quarter were also lower than the second quarter.

The company also disclosed a program, which is expected to reduce
annual operating costs by $80 million.  This program will be fully
implemented by the end of 2006 and driven by operating and
distribution cost savings.

"The sharp rise in the Canadian dollar and energy prices requires
us to be even more aggressive at reducing costs," said Arnold M.
Nemirow, Chairman, President and Chief Executive Officer.  "We
have been very successful in implementing significant cost
reduction programs in the past, and I expect we will execute this
program in the same manner."

Bowater will release third quarter financial results before the
market opens on Wednesday, Oct. 26, 2005.  A management conference
call will be held to discuss these financial results at 10:00 a.m.
EDT, October 26, 2005.  The conference call number is 800-288-8967
or 612-234-9960 (international).  The call will also be broadcast
via the Internet.  Interested parties may connect to the Bowater
Web site at http://www.bowater.com/then follow the on-screen
instructions for access to the call and related information.  A
replay of the call will be available from 1:30 p.m. EDT on
Wednesday, October 26, through Wednesday, November 2, on the
website or by dialing 800-475-6701 or 320-365-3844 (international)
and using the access code 798866.

Headquartered in Greenville, South Carolina, Bowater Incorporated
is a leading producer of newsprint and coated mechanical papers.
In addition, the company makes uncoated mechanical papers,
bleached kraft pulp and lumber products.  The company has 12 pulp
and paper mills in the United States, Canada and South Korea and
12 North American sawmills that produce softwood lumber.  Bowater
also operates two facilities that convert a mechanical base sheet
to coated products.  Bowater's operations are supported by
approximately 1.4 million acres of timberlands owned or leased in
the United States and Canada and 30 million acres of timber
cutting rights in Canada.  Bowater is one of the world's largest
consumers of recycled newspapers and magazines.  Bowater common
stock is listed on the New York Stock Exchange, the Pacific
Exchange and the London Stock Exchange.  A special class of stock
exchangeable into Bowater common stock is listed on the Toronto
Stock Exchange (TSX: BWX).

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service affirmed Bowater Incorporated's senior
implied, senior unsecured and issuer ratings at Ba3, and
concurrently, also affirmed the speculative grade liquidity rating
as SGL-2 (indicating good liquidity).  Moody's says the outlook
remains negative.

Ratings affirmed:

   -- Bowater Incorporated

      * Outlook: negative
      * Senior Implied: Ba3
      * Senior Unsecured: Ba3
      * Industrial and PC revenue bonds: Ba3
      * Issuer: Ba3
      * Speculative Grade Liquidity Rating: SGL-2

   -- Bowater Canada Finance Corp.

      * Outlook: negative
      * Senior unsecured guaranteed notes: Ba3

As reported in the Troubled Company Reporter on Mar. 30, 2005,
Fitch has rated Bowater's senior unsecured bonds and bank debt
'BB-'.  Fitch says the Rating Outlook is Stable.  Nearly
$2.5 billion of debt is subject to the rating.

As reported in the Troubled Company Reporter on May 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to newsprint producer Bowater Inc.'s $435 million senior
unsecured revolving credit facility due 2007.  All other ratings
were affirmed at 'BB'.  S&P says the outlook is stable.


BROOKFIELD PROPERTIES: O&Y Shareholders Okay Stock Acquisition
--------------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE, TSX) and its
Canadian based subsidiary, BPO Properties Ltd. (BPP: TSX),
reported that its bidding consortium, which includes BPO
Properties, CPP Investment Board and Arca Investments Inc.,
received approval from the shareholders of O&Y Properties
Corporation (OYP:TSX) to proceed with an arrangement whereby a
newly formed company owned by the Consortium will acquire all of
the issued and outstanding shares of O&Y Properties for C$12.72
per share in cash.  Shareholders voted 99.9% in favor of the
Arrangement.

The transaction is conditional on Newco acquiring more than 50% of
the issued and outstanding limited voting units of O&Y REIT, other
than those owned by O&Y Properties, for C$16.25 per limited voting
unit under a takeover bid that expires on Oct. 17, 2005.

Institutional unitholders of O&Y REIT, who collectively hold an
aggregate of 12.6 million limited voting units representing 72% of
the limited voting units required to satisfy the minimum
condition, have agreed to tender their limited voting units to the
offer.

"We, along with our partners, are pleased with the outcome of the
vote by O&Y Properties' shareholders and look forward to a
similarly successful completion of the tendering process for O&Y
REIT unitholders," commented Ric Clark, President and CEO of
Brookfield Properties Corporation.

Listed on both the New York and Toronto Stock Exchanges under
the symbol BPO, Brookfield Properties Corporation --
http://www.brookfieldproperties.com/-- owns, develops and
manages premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating.  S&P said the outlook is stable.


CALPINE CORP: CCFC Unit Prices $300-Mil. Preferred Shares Offering
------------------------------------------------------------------
Calpine Corporation's [NYSE:CPN] indirect subsidiary, CCFC
Preferred Holdings, LLC, has priced its $300 million offering of
6-Year Redeemable Preferred Shares due 2011 at LIBOR plus 950
basis points.  Net proceeds from the offering of the Redeemable
Preferred Shares will be used as permitted by Calpine's existing
bond indentures.  Calpine expects the transaction to close within
the next two weeks.

The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, as amended, and may not be offered in the
United States or any state absent registration or an applicable
exemption from registration requirements.  The Redeemable
Preferred Shares were offered in a private placement in the United
States under Section 4(2) and Regulation D under the Securities
Act of 1933.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


C2 GLOBAL: Completes $19.2M Sale of Telecom Assets to N. Central
----------------------------------------------------------------
C2 Global Technologies Inc. (OTC-BB: COBT.OB) (f/k/a Acceris
Communications Inc.) has completed the sale of its
telecommunications assets and operations to North Central Equity
LLC and its subsidiary, Acceris Management and Acquisition LLC.

The asset sale transaction included substantially all of the
assets of the telecommunications segment with a book value of
approximately US$19.2 million, and the transfer of certain
designated liabilities of the telecommunications segment in the
aggregate amount of approximately US$24.2 million.

"With the transaction of our telecommunications operations
complete, we can fully focus our efforts on realizing value from
our intellectual property, which includes two foundational patents
in Voice over Internet Protocol (VoIP)," said Allan Silber,
Chairman and Chief Executive Officer of C2 Global Technologies.

"We believe that the acquisition of Acceris gives us a solid
platform for further acquisitions in the telecommunications
industry," said Elam Baer, Chief Executive Officer of North
Central Equity LLC.

                 About North Central Equity LLC

North Central Equity LLC is a Minneapolis, Minnesota based
privately owned holding company, established in 2004, with
experience in the telecommunications industry.

                  About C2 Global Technologies

C2 Global Technologies -- http://www.c-2technologies.com/--  
is a broad based communications company serving residential,
small- and medium-sized business and large enterprise customers in
the United States.  A facilities-based carrier, it provides a
range of products including local dial tone and 1+ domestic and
international long distance voice services, as well as fully
managed and fully integrated data and enhanced services.  C2
offers its communications products and services both directly and
through a network of independent agents, primarily via multi-level
marketing and commercial agent programs.  C2 also offers a proven
network convergence solution for voice and data in Voice over
Internet Protocol communications technology and holds two
foundational patents in the VoIP space.

As of June 30, 2005, C2 Global's stockholders' deficit widen to
$77,442,000, compared to a $61,965,000 deficit at Dec. 31, 2004.


CHAMPION HOME: Moody's Rates New $200 Million Facilities at B1
--------------------------------------------------------------
Moody's Investors Services assigned a B1 rating to Champion Home
Builders Co.'s new $200 million credit facilities and affirmed the
corporate family rating of Champion Enterprises, Inc. at B1 as
well as a B3 rating on the company's $89 million senior notes.

Additionally, Moody's changed Champion's outlook to positive from
stable.  The ratings and change in outlook reflect:

   * the company's reduced leverage;

   * improvement in free cash flow and operating margins; and

   * Champion's recent strong revenue growth due to an improving
     product mix and favorable pricing.

Moody's has also affirmed the company's speculative grade
liquidity rating at SGL-2 indicating expected good liquidity for
the coming 12 month period.

Moody's has assigned these ratings to Champion Home Builders Co.:

   * $100 million senior secured term loan facility, due 2012,
     rated B1

   * $40 million senior secured revolving credit facility,
     due 2010, rated B1

   * $60 million senior secured synthetic letter-of-credit back-up
     facility, due 2012, rated B1

Moody's has affirmed these ratings for Champion Enterprises, Inc.:

   * $89 million 7.625% senior notes, due 2009, rated B3

   * $400 million multiple seniority shelf registration,
     rated P(B3)/(P)Caa1/(P)Caa2

   * Corporate Family Rating, rated B1

   * Speculative Grade Liquidity Rating, rated SGL-2

Moody's has withdrawn this rating for Champion Home Builders Co.:

   * $98 million 11.250% senior notes, due 2007

Moody's changed Champion's ratings outlook to positive from
stable.

The new $200 million credit facilities are comprised of:

   * a $100 million term loan;
   * $60 million unfunded letters of credit facility; and
   * $40 million revolving credit facility.

The facilities are being issued by Champion Home Builders Co. to
be used primarily to finance the company's tender offer and
related consent solicitation for all of the company's 11.25%
Senior Notes due 2007 and to refinance the company's previous
undrawn credit facility.  Moody's notes that prior to the
refinancing, the company had approximately $52 million in letters
of credit issued.  The new facilities will be guaranteed by
Champion Enterprises, Inc. and each existing and subsequently
acquired or organized domestic and, with certain limitations,
foreign subsidiary of the company and secured by substantially all
the assets of Champion Enterprises, Inc., Champion Home Builders
Co., and each other guarantor, subject to certain exceptions.

The B1 rating on the new credit facilities is affected by the
company's relatively high leverage and driven by the uncertainty
in the company's ability to pass on higher input prices to
customers in an increasing interest rate environment.  Moody's
notes that the company's strong recent revenue growth is primarily
attributable to increasing unit prices and not to increasing unit
volumes.  The company's revenues could decline significantly were
the economy, including manufactured housing segment, to soften.
Moody's projects the company's total debt to EBITDA for the LTM
period September 30, 2005 to be approximately 3.1 times.  Interest
coverage ratio for the same period is projected to be around 4
times.

The change in outlook reflects the company's improving credit
profile including, but not limited to, decreasing leverage
relative to the company's past leverage levels and good cash flow
generation.  The positive outlook was primarily driven by the
recent improvement in the company's free cash flow generation, for
LTM period ended June 30, 2005 the company's free cash flow to
total debt as adjusted by Moody's was 13% compared with negative
7.7% FYE 2004.

Additionally, the upgrade in outlook considers the company's
expanding margins and higher sales in dollar terms.  Champion's
second quarter 2005 manufacturing segment margin increased to 8.5%
versus 6.5% in the second quarter of 2004.  The increase
represents the highest segment margin since the third quarter of
1998.  The company's profitability is expected to improve further
as the company is continuing to expand into the modular home
segment.

The ratings and/or outlook could improve if the company sustains
and/or exceeds its current cash flow generation relative to debt
and if there is improvement in unit sales.  Moody's notes that
while the company's free cash flow to debt ratio, as adjusted by
Moody's, is an indicative of a Ba3 rating, the company's weak
track record and industry's volatility calls for a sustainable
improvement before upgrading the rating.  In Moody's opinion the
company is well positioned in its ratings category.  The ratings
and/or outlook could deteriorate if the company is not able to
pass through input price increases thereby lowering its
profitability and cash flow generation.

Moody's also has affirmed Champion's SGL-2 rating.  The rating
considers the company's good liquidity as evidenced by:

   * recent good free cash flow generation,
   * expected revolver availability, and
   * sufficient covenant coverage.

The company's internal cash generation is expected to cover the
company's working capital needs and planned capital expenditures.
The new financing structure will provide Champion with access to a
$40 million revolving credit facility that is expected to remain
mostly undrawn and a $60 million letters of credit facility that
has approximately $52 million letters of credit issued.  The
covenants on the credit facilities are expected to include a
maximum total debt ratio set initially at 4 times with step-down
provisions to 2.75 times and minimum interest coverage covenant
set at 3 times.  Moody's notes that the company's capital
expenditures will also be limited by the covenants.  The SGL-2
rating is negatively impacted by significant seasonal working
capital swings and limited sources of alternative liquidity.

Headquartered in Auburn Hills, Michigan, Champion Enterprises,
Inc. is the manufactured housing industry's leading producer, with
2004 revenues of $1,150 million.


CHI-CHI'S: Court Permits Asset Sale to BR Acquisitions for $1.8MM
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Chi-Chi's, Inc., to :

   a) sell its interest in a parcel of commercial property located
      in Greenfield, Wisconsin, to BR Acquisitions, LLC free and
      clear of all liens, claims, rights interests and
      encumbrances; and

   b) pay brokerage commissions to The Polacheck Company, Inc.,
      and Mid-America Real Estate-WI, LLC, pursuant to the
      Commercial Listing Contract entered into between the Debtor,
      Polacheck, OS Realy, Inc., and Emerald Realty, Inc.

The Court approved the Debtor's request on Oct. 7, 2005.

In June 2005, the Debtor and Polacheck entered into the Listing
Contract for purposes of marketing and selling the commercial
property.

The Debtor originally obtained approval from the Court to sell the
commercial property to WI QSL, LLC for $1.7 million.  But one of
the contingencies in the purchase agreement between the Debtor and
WI was not fulfilled, and WI was permitted to back out of the
asset sale and obtained the return of its deposit.

As a result of Polacheck's renewed marketing efforts, the Debtor
and BR Acquisitions entered into a Sale Agreement on Sept. 13,
2005, calling for the sale of the commercial property to BR
Acquisitions for a total price of $1.8 million.  The Debtor's 25%
interest in the property accounts for $450,000 of the purchase
price, and the Debtor will receive $423,000 of the net sale
proceeds after payment of the applicable brokerage commissions.

Pursuant to the terms of the Listing Contract, Polacheck will
receive a brokerage commission of $108,000 to be split 50% with
Mid-America, BR Acquisitions' broker.  The Court orders that
Polacheck's commission is subject to disgorgement if the Debtor's
pending motion to employ Polacheck as an Ordinary Course
Professional is not authorized in accordance with the procedures
provided for by the Court's Ordinary Course Professional Order
dated Feb. 14, 2004.

A full-text copy of the Sale Agreement is available for free at
http://bankrupt.com/misc/Chi-Chi'sSaleAgreement.pdf

The Court orders that in the event that the current sale of the
property to BR Acquisitions is not consummated, the Debtor is
authorized to sell the property to any purchaser for a sale price
greater than or equal to $1.7 million.

The Court orders that if the Official Committee of Unsecured
Creditors and the U.S. Trustee fail to object to the sale of the
property to BR Acquisitions within 15 days of the Sale Notice sent
to the Committee and the U.S. Trustee, the asset sale can then
close without further action of the Court and its order
authorizing the Debtor's motion will be the final order approving
the asset sale.

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


CKE RESTAURANTS: Board Declares $0.04 Common Stock Dividend
-----------------------------------------------------------
CKE Restaurants, Inc.'s (NYSE: CKR) Board of Directors declared a
third quarter dividend of $0.04 per share of common stock to be
paid on Nov. 28, 2005, to its stockholders of record at the close
of business on Nov. 7, 2005.  The Company had 59,531,941 shares of
common stock issued and outstanding as of Sept. 9, 2005.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
net income for the second quarter of fiscal 2006 increased to
$8.4 million, compared to a net loss of $12.7 million in the prior
year quarter. This year's results include an $11.0 million charge
to purchase stock options from the Company's former Chairman of
the Board of Directors who retired during the quarter.  Prior year
results included $22.3 million of charges primarily related to
legal settlements and early debt extinguishment.

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates some of the most popular U.S. regional brands
in quick-service and fast-casual dining, including the Carl's
Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and Green
Burrito(R) restaurant brands. The CKE system includes more than
3,200 locations in 44 states and in 13 countries. CKE is publicly
traded on the New York Stock Exchange under the symbol "CKR" and
is headquartered in Carpinteria, California.

                         *     *     *

As reported in the Troubled Company Reporter on July 13, 2005,
Standard & Poor's Ratings Services raised its ratings on quick-
service restaurant operator CKE Restaurants Inc.  The corporate
credit and senior secured debt ratings were raised to 'B+' from
'B', and the subordinated debt rating was elevated to 'B-' from
'CCC+'.  The outlook is stable.


COLLEGE PROPERTIES: Brian Mullen Named as Chapter 11 Trustee
------------------------------------------------------------
The Honorable Charles G. Case II approved the request of the U.S.
Trustee for Region 14 to appoint a chapter 11 trustee to take
control of College Properties 1 & 2 Limited Partners'
restructuring.

The U.S. Trustee reports that he consulted with these parties-in-
interest regarding the appointment of Brian Mullen to serve as the
Chapter 11 Trustee:

     (a) Howard Meyers, Esq.
         Attorney for Loren Jessen, trustee, holder of 86%
         interest in the secured claim;

     (b) Cliff Altfeld, Esq.
         Attorney for Equity Security Holders Landis Mitchell,
         Anthony DePetris and Patricia Palmer; and

     (c) John Ryan, Esq.
         Attorney for the Debtor.

Headquartered in Phoenix, Arizona, College Properties 1 & 2
Limited Partners filed for chapter 11 protection on June 3, 2005
(Bankr. D. Ariz. Case No. 05-10095).  John T. Ryan, Esq., of
Phoenix, Arizona, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $1 million to $10 million.


COLLINS & AIKMAN: Resolves GECC's Objection to Access Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the stipulation resolving General Electric Capital
Corporation's objection to the inclusion of Collins & Aikman
Corporation's Hermosillo facility in an exhibit to an Access
Agreement.

The Bankruptcy Court had approved a Customer Financing Agreement
between the Debtors and certain Original Equipment Manufacturer
customers and a related Access Agreement on August 11, 2005, that
gives the Customers the right to access and take control over the
Debtors' facilities for the Customers' sole benefit.

The Stipulation clarifies that none of the Customer Financing
Order, the Customer Agreement, the Access Agreement nor any
related agreement in any way affects the rights of GECC or GE
Mexico with regard to an existing Construction Agency Agreement.
This includes, without limitation, any right GE Mexico has to
prohibit Ford or any other third party from operating the
equipment at the Hermosillo facility without GE Mexico's consent.

                Construction Agency Agreement

Collins & Aikman Automotive Hermosillo, S.A. de C.V., a Mexican
sociedad anonima de capital variable, and GE Capital De Mexico,
S. de R.L. de C.V., a Mexican sociedad de responsabilidad Limitada
de capital variable, are parties to a Construction Agency
Agreement on November 8, 2004, for the construction and operation
of an automotive facility in Hermosillo, Mexico.

Although the Debtors and Ford Motor Company intended that the
Access Agreement would extend to the Hermosillo, Mexico facility,
GECC and GE Mexico did not understand that the Access Agreement
would grant access to Ford with respect to the Hermosillo
facility.

GECC informed the Debtors and Ford that it intended to object to
the inclusion of the Hermosillo facility in an exhibit to the
Access Agreement.  The Debtors and Ford explained that it was
always their understanding that the Hermosillo facility was
supposed to be included on the exhibit to the Access Agreement.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Inks Customer Financing Agreement with OEMs
-------------------------------------------------------------
As reported in the Troubled Company Reporter, Collins & Aikman
Corporation and its debtor affiliates obtained approval from the
U.S. Bankruptcy Court for the Eastern District of Michigan to
enter into a Customer Financing Agreement with certain Original
Equipment Manufacturer customers that provided them with, among
other things, $82.5 million in immediate price increases, $82.5
million in additional financing and a definitive timetable for the
renegotiation of contracts.

Pursuant to the Customer Financing Agreement, the Debtors
established an aggressive schedule for the analysis and
renegotiation of unprofitable contracts with their customers.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
relates that to accomplish this task, the Debtors' senior
management and advisors dedicated extensive resources to the task
of identifying the product lines they manufacture for their
customers and determining the profitability and strategic benefit
of each of those product lines.  This required a detailed and
extensive analysis of numerous contracts.

As a result of their analyses, the Debtors determined that many of
the Contracts under their current terms and conditions were no
longer economical, profitable or beneficial to ongoing
operations.  Mr. Schrock explains that the Contracts contained
unfavorable pricing, payment or raw materials pricing terms and
did not provide any ongoing benefits to the Debtors' estates
sufficient for them to justify continuing to honor their
obligations thereunder.  The terms precluded the Debtors from
generating any profit, or in some cases, sufficient profit
relative to the risks involved, which caused the Debtors to
continue to suffer significant financial losses, Mr. Schrock
says.

To stem the incurrence of those losses, the Debtors negotiated
pricing and payment terms under the Contracts and other benefits
relevant to their relationship with the Customers to a level that
would justify continued performance under the Contracts.  As a
result of the negotiations, the Debtors have reached an agreement
with each of these Customers:

   -- Honda of America Manufacturing Inc.,
   -- Toyota Motor Manufacturing North America Inc.,
   -- Nissan North America Inc.,
   -- DaimlerChrysler Corporation,
   -- General Motors Corporation, and
   -- Ford Motor Company.

Accordingly, the Debtors seek the Court's authority to enter into
the Agreements.

The Debtors believe that the terms of the Agreements will achieve
substantial benefits to their ongoing business operations and
estates.

The basic terms of the Agreements include:

   (a) increases in interim or permanent pricing terms for
       certain or all programs;

   (b) the Customers' commitment not to re-source for a certain
       period;

   (c) continued acceleration of payment terms; and

   (d) certain confidential, customer-specific terms that inure
       to the benefit of the Debtors' estates.

According to Mr. Schrock, much of the Debtors' liquidity problems
are exacerbated by the business model of "Tier 1" suppliers to
the automotive industry, which requires that the supplier advance
certain capital expenditures, launch costs and tooling costs
months, or even years, prior to recovering those costs from the
customer once component parts are ready to ship.  The Customers'
willingness to continue funding capital expenditures, launch
costs and tooling for a certain period could greatly improve the
Debtors' liquidity, Mr. Schrock notes.

"The Agreement a major accomplishment that provides immensely
valuable benefits to the Debtors' estates, the Agreement
demonstrates that the Debtors and the Customer are willing to
work together to try to find a consensual resolution and
reorganize the Debtors' operations," Mr. Schrock says.  "Indeed,
the Agreement is necessary for the Debtors to achieve stability
and have a reasonable prospect of a stable business environment,
which will maximize value for these estates through a plan of
reorganization or sale."

The Debtors also seek permission to file copies of the term
sheets under seal.  Each Term Sheet includes specific pricing
information that, if revealed to the Debtors' competitors, would
give the competitors an advantage in negotiating terms with the
Customer.  In addition, if the Customer's other suppliers knew
the terms of the Agreement, this would provide the suppliers with
a competitive advantage in negotiating contracts with the
Customer.  By harming the Customer, revealing the terms of the
Agreement would also harm the Debtors' relationship with the
Customer, and consequently, the Debtors' reorganization efforts.

                        JPMorgan Responds

Under the final order approving the DIP Financing Agreement, the
stipulated principal amount of the bank debt owing to the
prepetition secured lenders is about $748 million.  That senior
indebtedness is secured by liens and security interests held by
JPMorgan Chase Bank, N.A., as administrative agent for the
prepetition senior secured lenders, on substantially all of the
prepetition assets of the Debtors' estates.  Thus, the
Prepetition Secured Lenders are the predominant creditor
constituency in the Debtors' Chapter 11 cases, Brendan G. Best,
Esq., at Dykema Gossett PLLC, Detroit, Michigan, tells the Court.

JPMorgan's legal and financial advisors have had an opportunity
to review the term sheets entered into by the Debtors and their
principal Original Equipment Manufacturer customers.  Mr. Best
relates that while JPMorgan believes that the Debtors have made
significant progress in their negotiations with the OEMs, there
remains a looming and significant liquidity concern that the
Court should require the Debtors and the OEMs to address through
modification of the Term Sheets, as a condition to the Court's
approval.

Under the Customer Financing Agreement, the OEMs agreed that "the
Customers' respective payment terms will be 'instant net' (net 5
days) or equivalent terms."  In their current form, the Term
Sheets fail to provide for the continuation of these critical
payment terms beyond March 31, 2006.  Thus, absent modification
of the Term Sheets, not later than March 31, 2006, the Debtors
potentially face an increase in their working capital
requirements in an amount estimated by JPMorgan's financial
advisor to be between $150 to $175 million.

Mr. Best notes that it is readily apparent that the Debtors lack
any source to fund a massive increase in working capital.  As a
condition to approval of the Term Sheets, Mr. Best suggests that
the Court should require the OEMs and the Debtors to avert a
potential liquidity crisis by agreeing that the critical "net
5-day" payment terms be continued through the conclusion of the
Debtors' Chapter 11 cases.

In addition, JPMorgan notes that under the "Protocol for Customer
Funding of Capital Expenditure, Launch and Tooling Costs" between
the Debtors and the OEMs, the Debtors are having difficulty
obtaining payments on purchase orders for in-house tooling work
performed by the Debtors for the benefit of the OEMs.  The
Debtors' inability to obtain timely payments for in-house tooling
is having a significant negative impact on the Debtors'
liquidity.

The Debtors have informed JPMorgan that they are attempting to
negotiate an addendum to the Protocol to address the prompt
collection of in-house tooling payments from the OEMs.  The Court
should require the Debtors and the OEMs to reach a satisfactory
addendum to the Protocol as a condition to approval of the
Motions, Mr. Best says.

Absent JPMorgan's consent, Mr. Best argues that the Debtors and
the OEMs do not have the ability to agree to any terms that
interfere with the liens and security interests held by JPMorgan
for the benefit of the Prepetition Secured Lenders.

Accordingly, JPMorgan asks the Court to condition the approval of
the Motions upon the modification of the agreements reached
between the Debtors and the OEMs to:

    (i) require the OEMs to continue to adhere to the previously
        agreed payment terms for component parts of "'net
        instant' (net 5 days) or equivalent terms" throughout the
        duration of the Debtors' Chapter 11 cases; and

   (ii) resolve the liquidity problems associated with the
        collection of in-house tooling payment orders under the
        Protocol.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Proposes Cross-Border Insolvency Protocol
-----------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve a cross-border insolvency protocol to facilitate the
efficient administration of their Chapter 11 cases and the
administrative proceedings of their European units.

As previously reported, the Debtors' European units commenced
administration proceedings before the Companies Court of the High
Court of Justice, Chancery Division in London, England in
accordance with the English Insolvency Law.  The English Court
has appointed, among others, Simon Appell and Alastair Beveridge
at Kroll Talbot Hughes, also known as Kroll Ltd., as joint
administrators of the European Debtors.  In an administration in
England, the administrators act for the debtors as their agent
with a fiduciary duty to creditors and parties-in-interest.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
explains that the Protocol will ensure that the counsel, retained
professionals and management for each of the U.S. Debtors and the
European Debtors work cooperatively and effectively with minimal
friction or duplication of efforts.  The Administrators have
approved the Protocol and have had the Protocol approved by the
English Court.

Although the Protocol has not yet been formally approved, the
Debtors have been acting in accordance with the terms of the
Protocol since it was developed on July 15, 2005.  The Official
Committee of Unsecured Creditors has been kept apprised at all
times regarding the development and terms of the Protocol.

Given the complex nature of the Insolvency Proceedings, Mr.
Carmel asserts that a protocol is required to facilitate the
efficient administration of the Debtors' cases.  There are 38
U.S. Debtors and 24 European Debtors, with a total of 23,000
employees and operations covering nearly a dozen countries.  In
addition, having two parallel proceedings with jurisdictional
issues like intercompany creditors and intercompany, cross-border
debt further substantiates the need for a cross-border protocol.
A protocol will help protect the rights of the Debtors and the
Administrators, as well as the rights of creditors and other
interested parties in the United States, England and other
countries.

The terms of the Protocol are designed to:

  (a) promote the orderly and efficient administration of the
      Insolvency Proceedings;

  (b) harmonize and coordinate activities undertaken and
      information exchanged in connection with the Insolvency
      Proceedings;

  (c) honor the independence and integrity of the US and English
      Courts; and

  (d) promote international cooperation and respect for comity
      among the U.S. and English Courts.

Mr. Carmel says that the Protocol is designed to accomplish these
goals while attempting to harmonize certain potentially
conflicting concepts existing under the Bankruptcy Code and
English Insolvency Law.  Mr. Carmel assures the Court that the
Protocol is the result of lengthy discussion and negotiation
between the Debtors and the Administrators to balance the two
different insolvency regimes while continuing to respect the
independent jurisdiction of each of the Courts, all with a view
toward maximizing the value of the Debtors' estates for the
benefit of their creditors and other parties-in-interest.

A full-text copy of the 15-page Protocol is available for free
at http://bankrupt.com/misc/collins_protocol.pdf

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSTELLATION BRANDS: Earns $98.1 Million in Second Quarter
-----------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) reported net
sales of $1.2 billion for the second quarter of fiscal 2006, up
15% over prior year.

"Strong performance by our U.S. branded wine and imported beers
businesses, together with the addition of Robert Mondavi brands,
resulted in another solid quarter of financial performance,"
stated Richard Sands, Constellation Brands chairman and chief
executive officer.

Net sales for the second quarter of fiscal 2006 included
$110.2 million from sales of brands from the December 2004
acquisition of The Robert Mondavi Corporation and $11.8 million
from sales of Ruffino brands.  In December 2004, the company
purchased a 40 percent interest in Ruffino S.r.l. and on
Feb. 1, 2005, the company began distributing Ruffino's products in
the United States.  Excluding Robert Mondavi and Ruffino brands,
net sales grew three percent.

"While this growth was a little lower than expected, it reflects
tougher trading conditions in the U.K. market, impacting both our
U.K. wholesale and branded business," stated Mr. Sands.  "We are
addressing this by focusing on margin improvements in other areas
of our business."

Operating income, as reported under generally accepted accounting
principles, totaled $174.2 million, for the second quarter of
fiscal 2006, or 14.6 percent of net sales, compared with
$156.2 million or 15.1 percent of net sales for the second quarter
of fiscal 2005.  Reported net income for the second quarter
increased two percent to $82.4 million, while diluted earnings per
share for the second quarter totaled $0.34 compared with $0.35 for
the prior year second quarter.  Second quarter fiscal 2006 diluted
earnings per share were impacted by additional shares outstanding.

Second quarter fiscal 2006 and 2005 reported results include
acquisition-related integration costs, restructuring and related
charges and unusual items.  Net income and diluted earnings per
share, on a comparable basis, exclude these costs, charges and
items.  Second quarter operating income, on a comparable basis,
was $197.0 million or 16.5 percent of net sales, compared with
$158.3 million or 15.3 percent for the prior year period.  Second
quarter net income and diluted earnings per share, on a comparable
basis, increased 20 percent to $98.1 million and 17 percent to
$0.41.

"We are pleased by the excellent operating margin expansion in the
quarter," stated Mr. Sands.  "The margin expansion and solid
bottom line performance were driven by true growth in the right
categories, and demonstrates the benefits of our diversified
product portfolio and geographic markets."

"During the second quarter of our fiscal 2006 the price of
petroleum products moved into uncharted territory, tragic and
senseless terrorist attacks rocked London and Hurricane Katrina
ravaged the U.S. Gulf Coast.  Our hearts go out to those impacted
by these adversities.  While these current events could have
become distractions, Constellation's 8,500 employees around the
world remained focused on delivering results and additional true
growth opportunities to increase shareholder value," stated Mr.
Sands.  "We believe that in turbulent times the best course is
always a steady one."

                             Outlook

Full-year guidance includes these assumptions:

   * Consolidated net sales growth in the mid-teens, including the
     benefit of 10 additional months of Robert Mondavi;

   * Interest expense in the range of $190-$195 million;

   * Tax rate of approximately 33 percent on a reported basis,
     which includes a benefit of three percent as a result of
     adjustments to income tax accruals in connection with the
     completion of various income tax examinations, and 36 percent
     on a comparable basis, which excludes the aforementioned
     three percent benefit;

   * Approximately 240 million weighted average diluted shares.

   * Cash provided by operating activities in the range of $380 to
     $400 million;

   * Capital expenditures to approximate $140 million; and

   * Debt of approximately $2.9 billion at Feb. 28, 2006.

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Moody's Investors Service placed the long-term ratings of
Constellation Brands, Inc. under review for possible downgrade and
lowered the company's speculative grade liquidity rating to SGL-2
from SGL-1.  The review of Constellation's long-term ratings
follows its announcement that it has offered to purchase all of
the outstanding common shares of Vincor International Inc. in a
transaction currently valued at approximately C$1.4 (US$1.2)
billion, including approximately C$305 (US$260) million of assumed
Vincor net debt.

Ratings placed on review for possible downgrade:

   * Ba2 corporate family rating formerly senior implied rating)

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

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

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

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

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

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

Rating lowered:

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

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on beverage alcohol producer and
distributor Constellation Brands Inc. on CreditWatch with negative
implications.


DELPHI CORP: Names Robert Dellinger as Chief Financial Officer
--------------------------------------------------------------
The Board of Directors of Delphi Corp. (NYSE: DPH) named Robert J.
Dellinger as the company's executive vice president and chief
financial officer effective immediately.  Mr. Dellinger, 45, most
recently was the executive vice president and chief financial
officer for Sprint Corp.  He succeeds John D. Sheehan, who was
named Delphi's vice president and chief restructuring officer and
had served as acting CFO since March 4, 2005.  Mr. Sheehan will
retain his responsibilities as chief accounting officer and
controller on an interim basis but his primary focus will be on
leading Delphi's restructuring activities.  Both Messrs. Dellinger
and Sheehan will be members of the Delphi Strategy Board, the
company's top policy-making group.

"Bob's sound financial judgment, international experience and
strength of leadership will be critical as we move ahead with our
global transformation," said Robert S. "Steve" Miller, Delphi's
chairman and chief executive officer.  "John's leadership as
acting CFO has been vital during this transition time and he will
bring the necessary focus to Delphi's restructuring efforts in his
new role."

Prior to joining Sprint in June 2002, Mr. Dellinger was president
and chief executive officer of GE Frankona Re based in Munich,
Germany, with responsibility for General Electric's(GE) Employers
Reinsurance Corporations (ERC) European and Asian operations.  In
his 19-year career at GE, he had diverse financial and operational
experiences in both industrial and financial services.  In March
1997, he was named an officer of GE and executive vice president
and chief financial officer of ERC.  He served as manager of
finance for GE Motors and Industrial Systems from 1995 to 1997 and
was director of finance and business development for GE Plastics
Pacific based in Singapore from 1993 to 1995.  He spent five years
on the GE Corporate Audit Staff and completed the GE Financial
Management Program.

Mr. Dellinger graduated from Ohio Wesleyan University in 1982 with
a bachelor of arts in economics and a minor in accounting.  He
serves on the board of directors of SIRVA, Inc., a NYSE- listed
company.

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.


DELTA AIR: Brings In BSI LLC as Claims Agent
--------------------------------------------
Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that the thousands of
creditors and other parties-in-interest involved in the Debtors'
Chapter 11 cases may impose heavy administrative and other burdens
on the Court and the Office of the Clerk of the Court.

To relieve the Clerk's Office of these burdens, Delta Air Lines
Inc. and its debtor-affiliates asks permission from the U.S.
Bankruptcy Court for the Southern District of New York to engage
Bankruptcy Services LLC as notice agent and claims agent in their
Chapter 11 cases.

According to Mr. Bastian, BSI is one of the country's leading
Chapter 11 administrators with experience in noticing, claims
processing, claims reconciliation and distribution.  BSI has
substantial experience in the matters upon which it is to be
engaged.  BSI has acted or is acting as official notice agent and
claims agent in recent notable cases including Enron
Corp., WorldCom Inc., Global Crossing, Ltd., Adelphia
Communications Corporation and Bethlehem Steel Corp.

BSI, at the request of the Debtors or the Clerk's Office, will:

    (a) prepare and serve required notices in the Debtors' cases,
        including:

        * a notice of the Petition Date and the initial meeting of
          creditors under Section 341(a) of the Bankruptcy Code;

        * a notice of the claims bar date;

        * notices of objections to claims;

        * notices of any hearings on a disclosure statement and
          confirmation of a plan or plans of reorganization; and

        * other miscellaneous notices as the Debtors or the Court
          may deem necessary or appropriate for an orderly
          administration of the Debtors' Chapter 11 Cases;

    (b) after the mailing of a particular notice, file with the
        Clerk's Office a certificate or declaration of service
        that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was mailed
        and the date and manner of mailing;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed;

    (d) maintain official claims registers;

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

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

    (g) maintain an up-to-date mailing list for all entities that
        have filed a proof of claim or proof of interest, which
        list will be available upon request of a party in
        interest or the Clerk's Office;

    (h) provide access to the public for examination of copies of
        the proofs of claim or interest without charge during
        regular business hours;

    (i) record all transfers of claims and provide notice of the
        transfers in accordance with Rule 3001(e) of the Federal
        Rules of Bankruptcy Procedure;

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

    (k) provide temporary employees to process claims, as
        necessary;

    (l) at the close of the Debtors' cases, box and transport all
        original documents in proper format, as provided by the
        Clerk's Office, to the Federal Records Center; and

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

The Debtors propose to pay BSI in accordance with a Fee Schedule.
A full-text copy of that Fee Schedule is available for free at:

            http://bankrupt.com/misc/delta_bsi_fees1.pdf

Ron Jacobs, president of BSI, assures the Court that his firm will
not seek any compensation from the U.S. Government in its capacity
as notice agent and claims agent in the Debtors' cases.

Mr. Jacobs attests that BSI is a disinterested person as that term
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b) of the Bankruptcy Code.

                        *     *     *

The Court approved the application on an interim basis.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Appoints Domenico De Sole as New Director
----------------------------------------------------
Delta Air Lines (NYSE:DAL) reported the election of Domenico De
Sole to its Board of Directors, effective immediately.

"We are delighted that Domenico De Sole is joining Delta's
Board of Directors," said Jerry Grinstein, Delta's Chief
Executive Officer.  "He possesses a wealth of experience that will
be very beneficial to Delta's Board."

Mr. De Sole, 61, served as the President and Chief Executive
Officer of Gucci Group, N.V., and Chairman of the Group's
Management Board from 1995 to 2004, where he played a leading role
in reestablishing the exclusivity and profitability of the
Gucci brand.  He joined Gucci in 1984 as Chief Executive Officer
of Gucci America and in 1994 became Chief Operating Officer of
Gucci Group.  Prior to joining Gucci, Mr. De Sole was a partner
with the law firm Patton, Boggs L.L.P.  Mr. De Sole is a graduate
of the University of Rome with a Law degree and earned a Master's
Degree from Harvard Law School.

Mr. De Sole serves on the Board of Directors of Bausch & Lomb,
Incorporated, The Gap, Inc., TelecomItalia S.p.A. and is a member
of the Harvard Law School Advisory Board.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: NYSE to Halt Common Stock Trading on Thursday, Oct. 13
-----------------------------------------------------------------
Delta Air Lines has been advised by the New York Stock Exchange
(NYSE) that its common stock -- ticker symbol DAL -- and its
8-1/8% Notes due July 1, 2039 -- ticker symbol DNT -- will be
suspended from trading on the NYSE on Thursday, Oct. 13, 2005, and
that the NYSE will submit an application to the Securities and
Exchange Commission to delist these securities.

Delta received written notification from the NYSE on Oct. 4, 2005,
that the average closing price of Delta's common stock fell below
the NYSE's continued listing minimum share price standard of $1.00
over a consecutive 30-trading-day period as of Oct. 3, 2005.  This
condition subjected Delta's securities to the NYSE's suspension
and delisting procedures.

Delta has informed the NYSE that, due to its recent Chapter 11
filing, it does not intend to attempt to cure this deficiency and
will not oppose the suspension and delisting of its common stock
and its 8-1/8% Notes due July 1, 2039.  The Company expects these
securities to be delisted from the NYSE upon approval by the
Securities and Exchange Commission.  Once suspended from trading
on the NYSE, Delta's securities may be quoted in the "over-the-
counter" market.

Delta cannot predict what the ultimate value of its securities may
be or whether security owners should expect any financial recovery
in Delta's Chapter 11 proceedings.  However, in most Chapter 11
cases, owners of equity securities receive little or no recovery
of value from their investment.  As a result, Delta urges that
appropriate caution be exercised with respect to existing and
future investments in Delta's securities.

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


DELTAGEN INC.: Plan Confirmation Hearing Set for November 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
in San Francisco conditionally approved the Disclosure Statement
explaining the Joint Plan of Reorganization of Deltagen, Inc., and
Deltagen Proteomics, Inc.

With a court-approved Disclosure Statement in hand, the Debtors
can now solicit acceptances of its Plan from their creditors.
Ballots accepting or rejecting the Joint Plan must be returned to
the balloting agent designated on the ballots by Nov. 7, 2005.

A combined hearing to consider final approval of the Disclosure
Statement and confirmation of the Joint Plan will be held before
the Hon. Dennis Montali at 9:30 a.m. on Nov. 14, 2005.

Objections to the final approval of the Disclosure Statement or
confirmation of the Joint Plan must be filed with the Bankruptcy
Court by Nov. 7., 2005.  Copies of any objections must be served
by first class mail on:

    Counsel for the Debtors:

       Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC
       Attn: Henry C. Kevane, Esq.
       150 California Street, 15th Floor
       San Francisco, California 94111

    The United States Trustee:

       Office of the U.S. Trustee:
       Attn: Patricia Cutler, Esq.
       250 Montgomery Street, Ste. 1000,
       San Francisco, California 94014

    Counsel for the Official Committee of Unsecured Creditors:

       Cooley Godward, LLP
       Attn: Robert L. Eisenbach III, Esq.
       101 California Street, 5th Floor
       San Francisco, California 94111

                     The Joint Plan

As reported in the Troubled Company Reporter, the Debtors' Joint
Plan effectuates a reorganization of Deltagen and the liquidation
of Deltagen Proteomics.

Following confirmation, Deltagen will emerge from bankruptcy as a
reorganized company and will continue to conduct business as a
tools and service vendor of knockout mouse data and materials.

Deltagen anticipates paying its Creditors in full on or soon after
the Effective Date of the Plan out of existing Cash.  Deltagen's
shareholders will retain their interests in the Reorganized Debtor
unaffected.

The Plan provides for the immediate liquidation of DPI and its
separate assets and the distribution of the net proceeds to DPI's
separate creditors.  DPI will then dissolve under applicable
non-bankruptcy law.  The interests in DPI, which are currently
held solely by Deltagen, will be extinguished.

                     Terms of the Plan

     Creditor Class       Amount of Claims    Projected Recovery
     --------------       ----------------    ------------------
     Priority Employee         $50,000               100%

     Noteholders              $300,000               100%

     Deltagen Unsecured
         Creditors          $8,500,000               100%

     DPI Unsecured
         Creditors             850,000                 2%

     Deltagen Interests                            Unimpaired

     DPI Interests                                 Cancelled

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.


DELTAGEN INC: Administrative Claims Bar Date Set on November 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of California
in San Francisco set Nov. 7, 2005, as the deadline for filing
requests for the allowance and payment of administrative expense
claims arising after June 27, 2003, in connection with Deltagen
Inc.'s bankruptcy case.

The Court also set Nov. 7, 2005, as the deadline for filing
Requests for the allowance and payment of administrative expense
claims arising after May 19, 2004, in connection with Deltagen
Proteomics, Inc.'s bankruptcy case.

Each payment application must be specifically designated as an
Administrative Expense Request and must be filed with:

       The Clerk of the U.S. Bankruptcy Court
       Northern District Of California, San Francisco Division
       235 Pine Street, 19th Floor
       San Francisco, California 94104

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.


DENNIS STREETER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dennis L. Streeter
        215 Lakefront Drive
        Beverly Shores, Indiana 46301

Bankruptcy Case No.: 05-66419

Chapter 11 Petition Date: October 7, 2005

Court: Northern District of Indiana (Hammond)

Judge: J. Philip Klingeberger

Debtor's Counsel: David M. Blaskovich, Esq.
                  Casale, Woodward & Buls, LLP
                  9223 Broadway, Suite A
                  Merrillville, Indiana 46410
                  Tel: (219) 736-2163
                  Fax: (219) 736-9991

Total Assets: $1,619,187

Total Debts:  $5,535,728

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   NITCO Holdings Corp.                          $2,126,777
   c/o Steven W. Handlon
   3207 Willowcreek Road, Suite A
   Portage, IN 46368

   David Lasco                                     $350,000
   c/o Michael W. Back
   One Professional Center, Suite 204
   Crown Point, IN 46307

   Bank One NA                                     $320,529
   Jeffrey C. McDermott
   One Indiana Square, Suite 2800
   Indianapolis, IN 46204-2079

   Wachovia Bank                                   $314,748
   c/o Carmen Piasecki
   205 West Jefferson, Suite 600
   South Bend, IN 46601

   Donald Pesanto MD                               $240,000

   Internal Revenue Service                        $238,550

   Norman Parkhurst                                $208,000

   Citizens Financial Services, FSB                $172,740

   Estate of Charles Yast                          $125,000

   Internal Revenue Service                        $119,562

   Michael Julovich                                 $60,000

   Christian Home Health                            $50,000

   Rayu Nayak                                       $50,000

   MBNA America                                     $48,767

   Edward L. Peters                                 $35,000

   Goodman Ball & Van Bokkelen                      $21,674

   Indiana Department of Revenue                    $20,618

   Weichman and Associates, P.C.                    $15,040

   MBNA America                                     $10,386

   John Laszlo                                      $10,000


DIGITAL LIGHTWAVE: Borrows $775,000 From Optel Capital
------------------------------------------------------
Digital Lightwave, Inc., borrowed $775,000 from Optel Capital,
LLC.  Optel is controlled by the Company's largest stockholder and
current Chairman of the Board, Dr. Bryan Zwan.

The loan:

   * is evidenced by a secured promissory note,
   * bears interest at 10.0% per annum, and
   * is secured by a security interest in substantially all of the
     Company's assets.

Principal and any accrued but unpaid interest under the secured
promissory note is due and payable upon demand by Optel at any
time after December 31, 2005.

The entire unpaid principal amount of the loan, together with
accrued but unpaid interest, will become immediately due and
payable upon demand by Optel at any time on or following the
occurrence of any of these events:

   (a) the sale of all or substantially all of the Company's
       assets or, subject to certain exceptions, any merger or
       consolidation of the Company with or into another
       corporation;

   (b) the inability of the Company to pay its debts as they
       become due;

   (c) the dissolution, termination of existence, or appointment
       of a receiver, trustee or custodian, for all or any
       material part of the property of, assignment for the
       benefit of creditors by, or the commencement of any
       proceeding by the Company under any reorganization,
       bankruptcy, arrangement, dissolution or liquidation law or
       statute of any jurisdiction, now or in the future in
       effect;

   (d) the execution by the Company of a general assignment for
       the benefit of creditors;

   (e) the commencement of any proceeding against the Company
       under any reorganization, bankruptcy, arrangement,
       dissolution or liquidation law or statute of any
       jurisdiction, now or in the future in effect, which is not
       cured by the dismissal thereof within 90 days after the
       date commenced; or

   (f) the appointment of a receiver or trustee to take possession
       of the property or assets of the Company.

A full-text copy of the Promissory Note is available for free at
http://ResearchArchives.com/t/s?23a

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

As of June 30, 2005, Digital Lightwave's equity deficit widened to
$42,616,000 from a $29,146,000 deficit at Dec. 31, 2004.


DOANE PET: Moody's Junks $150 Million Senior Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service concluded its review of Doane Pet Care,
Inc. for possible upgrade that commenced on August 25th by
upgrading Doane's corporate family rating and existing $213
million 10.75% senior unsecured notes to B2 from B3.  In addition,
Moody's assigned a B1 rating to Doane's new proposed senior
secured credit facilities, and a Caa1 rating to its new proposed
senior subordinated notes.

Moody's also upgraded Doane's existing senior secured bank
facilities to B1 from B2, its existing senior subordinated notes
to Caa1 from Caa2, and its existing mandatory redeemable preferred
stock from Ca to Caa3.  Ratings on the existing bank facilities
and preferred stock will be withdrawn when the expected
acquisition transaction closes.  The outlook on the ratings is
stable.

The upgrade and rating assignments are in relation to the pending
acquisition of Doane's parent company -- Doane Pet Care
Enterprises, Inc. -- by Teachers' Private Capital for $840 million
plus $20 million of expenses.  As part of the transaction,
Teachers will contribute sufficient equity capital to moderately
reduce Doane's leverage to more manageable levels.

The refinancing of existing debt will also increase Doane's
financial flexibility and stabilize a precarious capital structure
which includes a significant amount of debt and preferred stock
which otherwise would begin maturing in early 2007.  The ratings
are based upon the expectation that the acquisition by Teachers'
and the planned debt reductions are consummated as proposed.

Ratings assigned are:

   * $65 million 5-year senior secured revolving credit at B1

   * Euro 46.2 million (US$55 million equivalent) 7-year
     Euro-denominated senior secured term loan at B1

   * $100 million 7-year US dollar-denominated senior secured term
     loan at B1

   * $150 million 10-year senior subordinated notes at Caa1

Ratings upgraded are:

   * $35 million senior secured revolving credit facility to B1
     from B2 (to be withdrawn)

   * $195 million term B loan to B1 from B2 (to be withdrawn)

   * $213 million 10.75% senior unsecured notes to B2 from B3

   * $150 million 9.75% senior subordinated notes to Caa1
     from Caa2

   * $114 million mandatory redeemable preferred stock to Caa3
     from Ca (to be withdrawn)

   * Corporate family rating to B2 from B3

Moody's considered Doane's ratings in relation to certain key
rating drivers for the food industry.

   1) Scale and diversification.  Doane is a moderate sized
      manufacturer, concentrating in private label pet food, with
      sales and earnings highly concentrated among a small number
      of products and customers largely in the US but with some
      exposure in Europe.  Sales are particularly concentrated
      with Wal-Mart which accounts for approximately 43% of
      revenues.

   2) Franchise strength and growth potential.  Doane's franchise
      strength is moderate.  While it has a solid position with a
      concentrated customer group, it operates within a rather
      specialized industry niche and remains vulnerable to
      competitive threats from larger more powerful food
      companies.  Internal growth has been solid over the recent
      past, and given its size, additional growth potential
      exists.

   3) Distribution environment and pricing flexibility with
      customers.  The company's use of contracts with its
      customers helps moderate -- but does not eliminate -- the
      impact of commodity cost fluctuations.

   4) Assessment of cost efficiency and profitability.  Doane's
      margins and return on assets are low relative to many
      companies in the food industry.

   5) Financial policy and credit metrics.  Doane's pro forma
      leverage following its acquisition by Teachers' remains
      high, and its coverages modest.

Given capital expansion plans, Moody's does not expect major
improvements in these over the rating horizon.

Doane's ratings are limited by its leverage which -- although
improved following the acquisition by Teachers' -- will remain
high.  Moody's expects Doane to once again begin pursuing
acquisitions and internal growth in the years ahead.  As a result,
Moody's expects free cash flow to remain limited relative to debt,
even with some expected earnings improvement.  As a result,
further leverage improvements are likely to be limited.

The ratings also consider Doane's exposure to:

   * volatile commodity input,
   * packaging, and
   * fuel costs.

While contracts negotiated with customers over the past year
provide a mechanism to pass through a portion of commodity cost
changes (upward and downward), Moody's believes the company still
faces some practical limits on pricing flexibility in the highly
competitive pet food segment.  The company's products compete with
the national brands of some of the nation's largest food and
consumer products companies, which have substantial resources and
financial flexibility.  These companies have higher margins on
their branded products than Doane and may choose not to pass on
cost increases to gain market share.  If private label price
increases outpace branded price increases, narrowing the gap
between branded and private label product prices, private label
volumes can be negatively impacted, as they were during FY04.
And, when commodity input costs fall, Wal-Mart and other large
food retailers are likely to look for price decreases or other
support from their branded and private label suppliers, which may
restrain the extent of Doane's ability to significantly improve
margins and sustain volume growth in a more favorable cost
environment.

Doane's ratings gain material support from:

   * its dominant position in the US private label dry pet food
     market;

   * the large scale of its dry pet food manufacturing operations;

   * its distribution reach; and

   * the strength of its relationship with Wal-Mart.

Doane is the leading manufacturer of private label pet food,
supplying 65% of private label dry volume in the US, and is the
second largest manufacturer of dry pet food in the US, with over
20% volume share of the market.  The company has had a long-
standing relationship with Wal-Mart and Sam's Club, which account
for about 43% of Doane's sales.  Doane's business with Wal-Mart is
supported by closely tied logistics and an infrastructure
positioned to efficiently supply key products, including Wal-
Mart's Ol' Roy dog food, the largest selling pet food brand by
volume in the US.

Doane's ratings also take into account the company's success in
moving contracts with its major customers over the past year to a
form that shares, on average 50%, of commodity cost movements,
which enabled price increases during FY04 and should help reduce
volatility going forward.  In addition, the ratings recognize that
Doane's European operations (about 27% of sales) could be sold
without negative impact on the company's US business platform and
could provide opportunity for debt reduction and de-leveraging if
sold at a high enough multiple of cash flow.

Doane's pro-forma balance sheet will include a significant
component of intangible assets (55%).  Low returns on assets
suggest potential for asset write-downs.  Pro forma debt of $586
million (incorporating Moody's standard analytical adjustments)
represents approximately 5.4X LTM EBITDA.  Free cash flow after
interest expense, taxes and capital spending is estimated at about
$33 million in FY'06 (first full year following the acquisition)
or slightly above 6% of total debt.

Given Moody's expectation that Doane is interested in resuming its
internal and acquisition growth strategy, Moody's expects free
cash flow after acquisitions to remain limited relative to debt,
restraining the company's ability to significantly reduce debt
levels.  Pro forma interest coverage remains modest, with EBITDA
less capex representing 1.7X cash interest expense.  The new
credit facility improves liquidity by reducing pricing, extending
the maturity, and providing reasonable cushion under financial
covenants.

The outlook on Doane's ratings is stable.  This reflects Moody's
anticipation that the company's operating performance will remain
solid, and that it will manage its future growth and financial
policies in such as way as to maintain its leverage at levels
commensurate with its new ratings.  Doane's ratings could be
downgraded if its operating performance falters, or if its future
growth strategy involves significant debt-financed acquisitions
which result in Debt/EBITDA exceeding 5.5X or free cash flow to
debt falling below 4% for several quarters.  Its ratings could
experience upward pressure if:

   * the company continues to strengthen its operating
     performance;

   * gains greater scale and customer diversification; and

   * improves debt protection measures such that Debt/EBITDA can
     be sustained below 4.5X and free cash flow to debt rises
     consistently above 8%.

The B1 rating on the senior secured credit facilities is notched
up from the corporate family rating to reflect their preferential
position in the capital structure.  The facilities have upstream
and downstream guarantees and are secured by substantially all the
domestic assets and stock of the company and its domestic
subsidiaries and by 65% of the stock of its foreign subsidiaries.
Moody's believes there would be sufficient value for full coverage
of outstandings in a distressed scenario.

The B2 rating on the unsecured notes is at the corporate family
rating, reflecting their position in the capital structure,
effectively behind the secured credit facilities, but
contractually ahead of the senior subordinated notes.  The
unsecured notes also have the benefit of upstream guarantees from
Doane's domestic subsidiaries.  Due to change-in-control
provisions in the senior unsecured notes, Doane is required to
publicly tender for these securities at par; however, as the notes
are trading at a material premium given their 10.75% coupon.
Moody's does not expect a significant portion of the notes to be
tendered.  If they are tendered, Doane is required to replace them
with other senior unsecured debt.

The Caa1 rating on the senior subordinated notes is notched down
two levels from the corporate family rating to reflect their
contractual subordination to a large amount of senior debt (the
senior secured credit facilities and senior unsecured notes) and
Moody's expectation that asset coverage of the subordinated notes
would be weak in a distressed scenario, even with realization of a
relatively high value for intangible assets.  The subordinated
notes also benefit from upstream guarantees from Doane's domestic
subsidiaries.

The existing redeemable preferred stock is notched down two levels
from the senior subordinated notes to reflect the most junior debt
position in the capital structure which is lodged at the holding
company and does not benefit from any upstream guarantees.
Ratings on the preferred stock will be withdrawn when acquisition
transaction closes and the preferred is redeemed.

Doane Pet Care, based in Brentwood, Tennessee, is a manufacturer
of private label pet food for the US and European markets.


DYKESWILL LTD: Trustee Wants Joe Adame as Real Estate Broker
------------------------------------------------------------
Ben B. Floyd, the Chapter 11 Trustee appointed in Dykeswill,
Ltd.'s bankruptcy case, asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to employ Joe Adame &
Associates, Inc., as his real estate broker.

The Trustee wants Joe Adame to assist him in marketing and selling
the Debtor's four commercial real property located in Nueces
County, Texas.

Joe Adame will:

     (a) prepare marketing materials or offering packages to be
         used in soliciting prospective purchasers for the
         properties; and

     (b) locate, qualify and furnish potential purchasers of the
         properties to the Trustee.

James Hoenscheidt, agent for Joe Adame, will be the professional
in charge of marketing the property.  Mr. Hoenscheidt discloses
that the Firm will be paid a 6% commission of the gross sale
price.  Should Joe Adame procure a tenant to lease all or part of
the properties, the Firm will be paid 6% of the rents, to be paid
each during the term of the lease.

Mr. Hoenscheidt assures the Court that the Firm does not represent
any interest adverse to the U.S. Trustee, the Chapter 11 Trustee
or Debtors and its estates.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


DYKESWILL LTD: Wants Wallace Gallup for Hawaiian Real Estate Work
-----------------------------------------------------------------
Ben B. Floyd, the Chapter 11 Trustee for Dykeswill, Ltd., asks the
U.S. Bankruptcy Court for the Southern District of Texas for
permission to employ Wallace H. Gallup, Jr., as his Hawaiian real
estate counsel.

Mr. Gallup will review, analyze, advise, and assist the Trustee on
all matters relating to the Debtor's Hawaiian real property.

The Trustee discloses that Mr. Gallup will be paid $200 per hour.

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

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


E*TRADE: Closes $700M Purchase of HARRISdirect from BMO Financial
-----------------------------------------------------------------
E*Trade Financial Corporation (NYSE: ET) completed the acquisition
of the U.S.-based online brokerage operations of Harrisdirect from
BMO Financial Group (TSX, NYSE: BMO), for a purchase price of
$700 million, payable in cash.

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Harrisdirect will distribute, at closing, approximately
$50 million to BMO Financial, resulting in aggregate proceeds of
approximately $750 million (CDN$910 million).

"The close of the Harrisdirect acquisition marks a milestone in
the evolution of E*Trade Financial," said Mitchell H. Caplan,
Chief Executive Officer.  "Harrisdirect customers are highly
valuable, holding a high industry average asset balance.  Our goal
is to leverage each customer relationship across our integrated
platform of investing, cash, and credit to further strengthen our
franchise and accelerate our growth goals."

Harrisdirect has approximately 430,000 active accounts and
US$32 billion in assets under administration.  The business
provides online brokerage services to individual investors as well
as third-party brokerage services to institutional clients.

Established in 1817 as Bank of Montreal, BMO Financial Group is a
highly diversified North American financial services organization.
With total assets of CDN$292 billion as at April 30, 2005, and
more than 33,000 employees, BMO provides a broad range of retail
banking, wealth management and investment banking products and
solutions.  BMO Financial Group serves clients across Canada
through its Canadian retail arm, BMO Bank of Montreal, and through
BMO Nesbitt Burns, one of Canada's leading full-service investment
firms.  In the United States, BMO serves clients through Chicago-
based Harris, an integrated financial services organization that
provides more than 1.5 million personal, business, corporate and
institutional clients with banking, lending, investing, financial
planning, trust administration, portfolio management, family
office and wealth transfer services.

The E*Trade Financial family of companies provide financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E(x)TRADE Securities LLC (Member
NASD/SIPC). Bank and lending products and services are offered by
E(x)TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
E*TRADE Financial Corp. as a result of the announcement that
E*TRADE will purchase BrownCo, a discount on-line broker with
approximately 200,000 active customer accounts, from J.P. Morgan
Chase & Co.  S&P said the outlook on E*TRADE is stable.


E*TRADE FINANCIAL: Closes on 3-Year $250 Million Credit Facility
----------------------------------------------------------------
E*Trade Financial Corporation (NYSE: ET) completed a three-year
$250 million senior secured revolving credit facility.  The
facility will be used for general corporate purposes which may
include the funding of transaction-related expenses and regulatory
capital needs associated with the Company's acquisition of
Harrisdirect and planned acquisition of BrownCo.

"We are pleased to have established a $250 million bank facility,"
said Robert J. Simmons, Chief Financial Officer, E*Trade
Financial.  "This transaction provides the Company with ongoing
access to long-term liquidity and improves our financial
flexibility."

The E*Trade Financial family of companies provide financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E(x)TRADE Securities LLC (Member
NASD/SIPC). Bank and lending products and services are offered by
E(x)TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' rating on
E*TRADE Financial Corp. as a result of the announcement that
E*TRADE will purchase BrownCo, a discount on-line broker with
approximately 200,000 active customer accounts, from J.P. Morgan
Chase & Co.  S&P said the outlook on E*TRADE is stable.


EMPLOYEE ACQUISITION: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Employee Acquisition Company, L.L.C.
                113 North Pat Street
                Lafayette, Louisiana 70533

Involuntary Petition Date: October 7, 2005

Case Number: 05-52875

Chapter: 11

Court: Western District of Louisiana (Lafayette/Opelousas)

Petitioners' Counsel: Robin B. Cheatham, Esq.
                      Adams and Reese, LLP
                      339 Florida Street, 2nd Floor
                      Baton Rouge, Louisiana 70801
                      Tel: (225) 615-8400

    Petitioners                                  Amount of Claim
    -----------                                  ---------------
    John A. Brady, Jr.                                $6,800,141
    P.O. Box 895
    Larose, LA 70373

    Lafourche Telephone Company, LLC                  $6,432,408
    P.O. Box 188
    112 West 10th Street
    Larose, LA 70373


ENRON CORP: Wants to Sell Centragas & EIDS Equity Interests
-----------------------------------------------------------
Reorganized Debtors Enron Corp., Enron Development Corp., Enron
Commercial Finance Ltd., and Enron International Holdings Corp.
seek the U.S. Bankruptcy Court for the Southern District of New
York's authority to sell to Arctas-Paragon Investments LLC:

    (i) an aggregate 50% partnership interest in Centragas -
        Transportadora de Gas de la Region Central de Enron
        Development & Cia., S.C.A., and

   (ii) 100% of the equity interest in Enron International
        Development Services LLC.

Centragas, a non-debtor Colombian partnership, was formed to
develop, own and operate a 359-mile natural gas pipeline
extending from Ballena to Barrancabermeja in Colombia.

On May 12, 1994, Centragas entered into a transportation services
contract with Empresa Colombiana de Petroleos, the state-owned
oil company of Colombia, under which Ecopetrol purported to
assign certain rights to Empresa Colombiana de Gas, a state-owned
gas transportation company in 1998.  Since that time, Ecogas has
acted as Centragas' functional counterparty under the
Transportation Contract.  Centragas currently transports gas
exclusively for Ecopetrol and Ecogas pursuant to the
Transportation Contract.  None of the Debtors have been a party
to the Transportation Contract.

EIDS provides technical services to Centragas pursuant to a
Technical Services Agreement, dated October 13, 1994.

                    Enron Affiliates' Interests

Certain Enron affiliates are limited partners of Centragas, and
hold ownership interests in the partnership:

       Affiliate                          Ownership
       ---------                          ---------
       Enron Colombia Investments           11.485%
        Limited Partnership

       Enron Pipeline Colombia              37.500%
        Limited Partnership

       EDC                                   1.000%

       ECFL                                  0.015%
                                            -------
                                            50.000%

ECILP and EPCLP are non-debtor affiliates of Enron.  EDC is also
the general partner of Centragas.

ECFL owns a 99% limited partnership interest in both ECILP and
EPCLP, and a 100% equity interest in Enron Colombia
Transportation Ltd., the general partner of both ECILP and EPCLP.

EIHC, a Reorganized Debtor, owns 100% of the equity interests in
EIDS, a non-Debtor.

Pursuant to an Equity Purchase Agreement dated July 25, 2005,
each of EDC, ECFL and EIHC is transferring its equity interests
in Centragas and EIDS to Arctas-Paragon.

               Other Parties' Interests in Centragas

Promigas S.A. E.S.P. owns 25% limited partnership interest in
Centragas and provides operations and maintenance services to
Centragas.

On August 31, 2004, consistent with the terms of the Plan,
Enron's indirect 42.92% interest in Promigas was transferred to
Prisma Energy International Inc., a wholly owned non-debtor
subsidiary of Enron.  Accordingly, through Prisma, the
Reorganized Debtors hold a minority interest in Promigas.

Tomen Corporation owns the remaining 25% limited partnership
interest in Centragas.  Tomen is not affiliated with Enron.
Neither Promigas nor Tomen are transferring interests in
Centragas to the Purchaser nor are any of their contractual
relationships with Centragas affected by the EPA.  None of the
Reorganized Debtors are parties to the agreements between
Promigas and Tomen, on the one hand, and Centragas, on the other
hand.  Promigas has indicated its consent to the proposed sale.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Reorganized Debtors anticipate that they will
timely receive Tomen's consent to the proposed sale.  The parties
are finalizing the consent documentation.  The Reorganized
Debtors and Arctas-Paragon will reimburse Tomen and Promigas for
certain expenses incurred in connection with closing.

                     Equity Purchase Agreement

A. Sale of Equity Interests

    In the fall of 2004, Enron began preparations for a marketing
    and bidding process with respect to the Equity Interests,
    including setting up a data room and identifying potential
    purchasers.

    According to Mr. Rosen, the Equity Purchase Agreement
    negotiated with Arctas-Paragon is the best offer for the
    Equity Interests.

    Pursuant to the Equity Purchase Agreement, each of EDC, ECFI
    and EIHC will (i) sell the Equity Interests and (ii) assign
    certain contracts related to the Equity Interests to Arctas-
    Paragon for an aggregate purchase price of $8,663,600.

    Each Seller is allocated a share of the purchase price
    commensurate with their share of the Equity Interests.

B. Assignment of Centragas Agreements

    EDC and ECFL are parties to five prepetition executory
    contracts, primarily in the form of shareholder or partnership
    type agreements:

       (i) the Partners Agreement, dated September 13, 1994, by
           and among EDC and the limited partners of Centragas;

      (ii) the Agreement Among Partners, dated January 23, 1996,
           by and among EDC, EPCLP, ECILP, Enron International,
           Inc., Enron International Development Services, Inc.,
           Enron Pipeline, Colombia G.P., Inc., and Tomen;

     (iii) the Agreement as to the Acknowledgment and Performance
           of Obligations to Restore Loaned Funds, dated Dec. 16,
           2002, by and among the Enron Partners and Centragas;

      (iv) the Escrow Agreement, dated December 16, 2002, by and
           among the Enron Partners, Centragas and JP Morgan Chase
           Bank; and

       (v) the Loan Status Agreement, dated December 16, 2002, by
           and among the Enron Partners, Promigas, Tomen and
           Centragas.

    The Partners Agreement governs Centragas and the disposition
    of the partnership capital of Centragas.  It provides that
    each of the partners of Centragas:

    (1) has the right to withdraw a percentage of available funds
        from Centragas in an amount equal to the partner's
        percentage ownership of the partnership capital and

    (2) must restore any withdrawn funds to Centragas.

    The Agreement Among Partners relates to and governs Tomen's
    acquisition of a 25% interest in Centragas from EPC and makes
    the Partners Agreement applicable to Tomen.

    In accordance with the Partners Agreement, Centragas loaned
    funds to Enron Development Funding Ltd., a Reorganized Debtor,
    and Enron Pipeline Company Argentina S.A.  Subsequently, the
    Enron Partners and Centragas entered into the Acknowledgment
    Agreement, which sets forth the terms of the Enron Partners'
    repayment of the Partner Loans.  In particular, the
    Acknowledgment Agreement provides that Centragas will hold any
    dividends or other distributions that may be or become payable
    to the Enron Partners in escrow and those amounts will be
    applied towards the Partner Loans.  The Enron Partners pledged
    to Centragas the rights to receive the dividends or other
    distributions to secure payment under the Partner Loans.

    In furtherance of the Acknowledgment Agreement, the Enron
    Partners and Centragas entered into the Escrow Agreement,
    which governs management and disbursement of the dividends and
    other distributions back to Centragas.

    In addition, the Enron Partners, Promigas, Tomen and Centragas
    executed the Loan Status Agreement, which provides, inter
    alia, that those parties will refrain from asserting or
    pursuing any claim of breach or default arising from or
    relating to the Partner Loans against any party to the Loan
    Status Agreement or the Acknowledgment Agreement.

    To maximize the value of the Equity Interests, in conjunction
    with confirmation of the Plan, the Reorganized Debtors assumed
    each of the Centragas Agreements.  Except those obligations to
    be assumed by Arctas-Paragon, all cure obligations were
    satisfied in conjunction with the assumption of these
    agreements.

    Because the Centragas Agreements generally govern EDC and
    ECFL's rights and interests in connection with their equity
    interests in Centragas, pursuant to the EPA, those rights and
    interests will be assigned to the Purchaser.  In accordance
    with the Plan, the assignment will be free and clear of all
    liens, claims and encumbrances as of the Effective Date of the
    Plan.

C. Discharge of Prepetition Obligations

    The Plan provides that, as of its Effective Date, the Debtors'
    assets vest free and clear of all liens, claims and
    encumbrances in the Reorganized Debtors.  The Plan also
    provides for the discharge of prepetition obligations and a
    permanent injunction on pursuing prepetition claims.

    Accordingly, the Reorganized Debtors will transfer, convey and
    assign the Equity Interests and the Centragas Agreements to
    the Purchaser free and clear in accordance with the terms of
    the Plan.

    Among the prepetition obligations discharged pursuant to the
    Plan are claims arising from:

    (a) a guaranty agreement, dated December 16, 1994, pursuant to
        which Enron guaranteed, for the benefit of The Bank of New
        York, the performance of EIDS Inc. of its obligations
        under the Technical Services Agreement between Centragas
        and EIDS Inc. and

    (b) an agreement between Enron and Ecopetrol, dated May 12,
        1994, regarding, inter alia, Enron holding an indirect
        voting interest in Centragas.

    According to Mr. Rosen, the Enron Guaranty and the Enron Hold
    Agreement were either executory contracts rejected pursuant to
    the Plan or non-executory agreements giving rise solely to
    prepetition claims.  As of October 6, 2005, no proofs of claim
    have been filed setting forth claims arising under the Enron
    Guaranty or the Enron Hold Agreement nor did Enron schedule
    any claims arising under these agreements.

D. Mutual Release and Indemnification

    The parties, including the affiliate of Arctas-Paragon
    designated to act as the new general partner of Centragas,
    will enter into a Release and Indemnification Agreement.

    The designated general partner and Centragas will
    unconditionally release and forever discharge the Reorganized
    Debtors and their affiliates from any liabilities relating to:

       (i) the Acknowledgment Agreement or the Partners Loan,

      (ii) the Project or

     (iii) impairment or damage to the environment for failure to
           comply with environmental laws.

    The Reorganized Debtors will unconditionally release and
    forever discharge ECILP, Enron Colombia Transportation Ltd.,
    EPCLP and from any and all liabilities, including claims
    arising out of an any business dealings, intercompany accounts
    or other arrangements or transactions with Enron, any Seller
    or any of their affiliates, that existed on or before the
    closing of the proposed transaction.

E. Noteholder Consent Solicitation

    Mr. Rosen relates that a portion of the financing for
    Centragas was obtained through issuance of $172 million of
    10.65% Senior Secured Notes Due 2010 pursuant to an indenture,
    dated December 8, 1994, between Centragas and the Bank of New
    York.  The Indenture requires that Enron hold at least a 25%
    interest in Centragas and at least a 51% direct or indirect
    interest in EDC.  In addition, the Indenture requires EDC to
    remain the general partner of Centragas.

    In conjunction with the sale under the EPA, the Sellers have
    obtained the noteholders' consent to modify the Indenture and
    eliminate the hold requirements.  As is customary, Centragas
    has agreed to pay a consent fee equal to $1.20 per $1,000 of
    the face amount of the bonds payable upon consummation of the
    transaction.

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.
160; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Wants Court to Bless FERC Settlement Pact
-----------------------------------------------------
Reorganized Enron Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement agreement dated Aug. 24, 2005, that provides
for a comprehensive resolution of disputed regulatory proceedings,
bankruptcy and adversary proceedings, appellate proceedings,
litigation and investigations relating to events in the California
and western electricity and natural gas markets.  The parties to
the Settlement are:

    a. the Enron Parties:

          -- Enron Corp.,
          -- Enron Power Marketing, Inc.,
          -- Enron North America Corp.,
          -- Enron Energy Marketing Corp.,
          -- Enron Energy Services Inc.,
          -- Enron Energy Services North America, Inc.,
          -- Enron Capital & Trade Resources International Corp.,
          -- Enron Energy Services, LLC,
          -- Enron Energy Services Operations, Inc.,
          -- Enron Natural Gas Marketing Corp., and
          -- ENA Upstream Company, LLC;

    b. the Federal Energy Regulatory Commission's Office of Market
       Oversight and Investigations -- OMOI;

    c. the California Parties:

          -- Pacific Gas and Electric Company,
          -- Southern California Edison Company,
          -- San Diego Gas & Electric Company,
          -- the California Attorney General,
          -- California Department of Water Resources -- CERS,
          -- California Electricity Oversight Board, and
          -- California Public Utilities Commission; and

    d. the Oregon Attorney General and the Washington Attorney
       General -- the Additional Claimants.

According to Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, in New York, the Settlement will avoid future disputes and
litigation concerning the disputes since the parties have agreed,
subject to certain restrictions and reservations, to release one
another from claims, causes of action, obligations and
liabilities with respect to the matters addressed in the
Settlement.  The Settlement will also result in the resolution of
billions of dollars in claims filed by a number of the Settling
Participants, California Power Exchange Corporation, and the
California Independent System Operator Corporation.

The material terms of the Settlement are:

A. Monetary Consideration

    The Enron Parties will provide monetary consideration,
    including:

       1. the assignment to the California Parties the Enron
          Parties' rights, title and interest in the first
          $25,000,000 of certain undistributed funds relating to
          transactions in the markets of the PX and the ISO
          currently held by the PX in all its accounts or the
          reorganized PX holding funds in trust pursuant to the
          terms of the PX Tariff, ISO Tariff, or a court order;

       2. granting the Settling Claimants an allowed Class 6
          unsecured claim pursuant to the Plan totaling
          $875,000,000 against EPMI, without offset, defense or
          reduction on account of any claim or counterclaim the
          Enron Parties may have against any of the Settling
          Claimants;

       3. collectively granting the California Attorney General,
          the CPUC, the CEOB and the Additional Claimants an
          allowed subordinated Class 380 penalty claim aggregating
          $600,000,000;

       4. assignment of any refunds or rights to refunds that the
          Enron Parties have received or will receive from other
          entities in the refund proceeding conducted before the
          FERC, or the FERC Refund Related Proceedings, excluding
          the California Energy Resources Scheduling division of
          CERS, to the California Parties;

       5. assignment to CERS of the Enron Parties' claim for
          refunds, and related right, title or interest, resulting
          from any mitigation of sales by CERS of imbalance energy
          into the ISO real-time market, as well as any interest,
          surcharges, other charges or payments associated with
          the sales, that may be payable pursuant to FERC's
          May 12, 2004 Order on Requests for Rehearing and
          Clarification and subsequent orders.

B. Non-Monetary Consideration

    The Enron Parties also agreed to provide certain non-monetary
    consideration.  Specifically, the Enron Parties agreed to
    cooperate with the Settling Claimants in the Claimants'
    pursuit of claims against entities other than the Enron
    Parties and their affiliates relating to events in the western
    energy markets or relating to third-party participation in
    alleged Enron financial misconduct during the Settlement
    Period.

    The Enron Parties have also authorized the PX and the ISO to
    provide the California Parties any additional information,
    materials, or data that would otherwise be available to one or
    more of the Enron Parties and that are related to Enron's
    sales and purchases in the ISO and PX markets, provided that
    the California Parties have agreed to maintain the information
    in confidence and not to disclose it to third-parties, with
    certain exceptions.

C. Withdrawals, Releases and Waivers

    All claims against Enron for the Settlement Period by the
    Settling Claimants for refunds, disgorgement of profits, or
    other monetary or non-monetary remedies in the FERC
    Proceedings will be deemed settled and fully discharged.  The
    FERC Proceedings will not be deemed settled or discharged as
    to the Non-Settling Participants.

    The Enron Parties will, without prejudice to any subsequent
    action, withdraw all subpoenas they have served in any of the
    FERC Proceedings against PG&E, SCE, or their employees.  Enron
    and the Settling Claimants will be deemed to reserve and
    retain all claims and defenses they may have against Non-
    Settling Participants.

    The Settling Claimants will sign and file all documentation
    necessary to effectuate withdrawal of their Proofs of Claim.
    Enron will sign any documentation necessary to effect
    withdrawal of Claim No. 8879 in the PG&E bankruptcy case, in a
    form and content acceptable to PG&E.  All Scheduled
    Liabilities relating to any of the Settling Claimants will be
    disallowed in their entirety and each of the Enron Parties
    will release the Settling Claimants from all claims,
    obligations, causes of action, liabilities under specified
    provisions of the Bankruptcy Code.

A full-text copy of the Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?238

The Settlement is subject to certain conditions and to final
approval by the FERC, the Bankruptcy Court and the CPUC.

The Settlement Agreement will clearly benefit the Enron Debtors
and their estates and creditors, Mr. Smith says.  The Enron
Parties believe that the compromise embodied in the Settlement is
fair, equitable and reasonable.

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.
160; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Court Nixes AEGON, et al.'s Amended Claims
------------------------------------------------------
Three entities filed statutory securities and common law fraud
claims against Enron Corp.:

    Claimant                                    Claim No.
    --------                                    ---------
    Principal Capital Management LLC               7602
    Pacific Investment Management Company LLC      8044
    AEGON USA Investment Management, LLC           8133

The Claims alleged misrepresentations and omissions in connection
with the Claimants' purchases of certain senior secured notes
sponsored by Enron and issued by Osprey Trust and Osprey I, Inc.,
of:

    (i) $1.4 billion aggregate principal amount of 8.31% Senior
        Secured Notes due 2003;

   (ii) $750 million aggregate principal amount of 7.79% Senior
        Secured Notes due 2003; and

  (iii) EUR315 million aggregate principal amount of 6.375% Senior
        Secured Notes due 2003.

On February 21, 2003, Enron commenced an adversary proceeding
against, among others, Whitewing Associates, L.P., in connection
with the Osprey Note structure.  Enron later filed an amended
complaint to include the Claimants as defendants.

On February 26, 2004, the parties to the Whitewing Litigation
entered into a settlement agreement, providing, among other
things, Enron's payment of an aggregate $75 million as cash
settlement consideration and an allowed $3.6 billion general
unsecured claim against Enron.  The Court-approved Settlement
also provided that the Fraud Claims asserted by Claimants in
their Original Proofs of Claims were expressly preserved.

Pursuant to the Settlement Agreement and Enron's express
agreement, the Claimants amended the Claims to eliminate all
claims other than the Osprey Fraud Claims, which were realleged
in their entirety.  On April 13, 2004, Principal, PIMCO and Aegon
filed Amended Claim Nos. 24743, 24741 and 24742.

The Debtors objected to the Amended Claims.

Pursuant to a settlement agreement with various third parties,
the Claimants have agreed to withdraw the Amended Claims.

Pursuant to Rule 3006 of the Federal Rules of Bankruptcy
Procedure, the Claimants sought the Court's authority to withdraw
the Amended Claims.

A. Brent Truitt, Esq., at Hennigan, Bennett & Dorman LLP, in New
York, argues that the Claimants should be allowed to withdraw the
Amended Claims without prejudice, based on these factors:

    (i) The Claimants exercised diligence in bringing the Motion
        to Withdraw.  The Claimants reached the Third Party
        Settlement, which obviated the need for continued
        prosecution of the Amended Claims, only within the last
        few months.  Furthermore, since the time the Settlement
        was reached, Enron has not had to take any further court
        action with respect the Amended Claims.

   (ii) There has been no "undue vexatiousness" on the Claimants'
        part.  To the contrary, the Claimants filed the Amended
        Claims to preserve their rights and claims as against
        Enron.  The only action Enron has been required to take in
        court with respect to those claims was the filing of an
        objection back in March, before the Third Party Settlement
        was reached.  Now that they have reached that settlement,
        the Claimants are promptly seeking to withdraw the Amended
        Claims with prejudice, without the need for further
        litigation and without any payment or distribution by
        Enron.

  (iii) The resolution of the Amended Claims has not progressed
        to the extent that would necessitate a great deal of
        effort and expense on Enron's part.  To the contrary, all
        that Enron has had to do up to this point is to prepare
        and file the Objection.

   (iv) There will be no duplicative expense of relitigation, as
        there will be no relitigation -- the Claimants are seeking
        to withdraw their claims with prejudice.

    (v) The Claimants' explanation for the need to withdraw the
        Amended Claims warrants the Court's authorizing
        them to do so.  Their settlement with third parties
        requires them to do so and they no longer intend to
        continue to prosecute the claims.

                        *     *     *

The Court gave the Claimants authority to withdraw the amended
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)


ENVIRONMENTAL TRUST: Confirmation Hearing Scheduled for Dec. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on Dec. 7, 2005, at 2:00 p.m. to discuss
the merits of The Environmental Trust, Inc.'s Liquidating Plan of
Reorganization.

The Court approved the Debtor's Amended Disclosure Statement on
Sept. 22, and the plan was sent to creditors for a vote.

As previously reported, the Debtor's Plan provides for its
liquidation by selling some assets for distribution to creditors.
Most of the Debtor's assets are not saleable due to their
environmentally sensitive habitat or condition.  These assets,
comprised of 90 parcels of protected habitat, will be offered to
claimants (subject to environmental protections) together with a
pro rata share of an Endowment Fund.  If the claimants reject the
non-saleable assets, they will be turned over to the State of
California.

The entities which will get first priority to acquire the habitats
are direct permitees or developers.

Funds A & B will be established for distribution to creditors.
Fund A will hold 75% of cash proceeds while Fund B will hold the
remaining 25% of cash proceeds.

Pursuant to the terms of the Plan,

             * administrative claims;
             * priority tax claims;
             * secured tax claims;
             * priority wage claims and
             * secured claims

will be paid in full.

Endowment-related claim holders will be given interests on the
Debtor's properties and pro rata shares of an endowment fund.  For
any deficiency, claimants will be given pro rata shares of Fund B.

General Unsecured creditors owed $550,225 will be paid pro rata
from Fund A.

Headquartered in San Diego, Calif., The Environmental Trust, Inc.,
filed for chapter 11 protection on Mar. 23, 2005 (Bankr. S.D.
Calif. Case No. 05-02321).  Michael D. Breslauer, Esq., at Solomon
Ward Seidenwurm & Smith, LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed $1
million to $10 million in assets and $10 million to $50 million in
debts.


FALCON PRODUCTS: Court Confirms Second Amended Joint Plan
---------------------------------------------------------
The Honorable Barry S. Schermer of the U.S. Bankruptcy Court for
the Eastern District of Missouri confirmed Falcon Products, Inc.,
and its debtor-affiliates' Second Amended Joint Plan of
Reorganization on Oct. 6, 2005.  The Plan, filed by the Debtors,
is co-proposed by OCM Principal Opportunities Fund II, LP, and
Whippoorwill Associates, Inc.

Judge Schermer determined that the Plan met the 13 standards for
confirmation required under Section 1129(a) of the Bankruptcy
Code.

                  Business Consolidation

The Reorganized Debtors' profitability is dependent on the success
of its consolidation plan.  The plan is designed to increase their
responsiveness to customers, add value through reduced costs and
reliability, improve efficiency and financial performance.  These
steps include:

   a) consolidation and reduction of administrative overhead
      along with elimination of redundancies and inefficiencies
      throughout the entire company;

   b) alignment of sales, marketing and customer service
      functions with the manufacturing and product development
      functions in order to improve responsiveness and quality;

   c) continued growth of the Debtors' international design and
      sourcing capabilities;

   d) creation of partnership network with high quality suppliers
      who provide superior value;

   e) improvement of customer service by exceeding expectations
      in product quality and designs, and improving the
      timeliness of deliveries in order to provide maximum value
      and satisfaction;

   f) consolidation of product lines by eliminating low-margin,
      low-volume wood chairs, conference tables, metal stack
      chairs and other product lines;

   g) downsizing of facilities in the United States and
      relocation of support services, accounting, field service,
      and customer service functions to Tennessee;  production
      will be concentrated in the Morristown and Newport
      facilities;

   h) outsourcing product and reducing material costs;

   i) process improvement in plants and improvement in support
      functions;

   j) implementing a pricing strategy which will maximize
      profitability in the future; a tiered-pricing based on
      standards will be introduced to customers;

   k) quality improvements; and

   l) disposition of subsidiaries and other assets:

      -- transition of employees to the Morristown facility;
      -- downsizing the St. Louis headquarters;
      -- sale of the Phillocraft product lines;
      -- closure of the Epic offices in Florida; and
      -- sale of Sellers & Josephson, Inc., the Mimon facility in
         the Czech Republic and excess inventory.

                         Plan Structure

Under the Plan, these claims will be fully paid in cash:

      -- allowed administrative claims;
      -- allowed administrative tax claims;
      -- DIP facility; and
      -- priority claims.

General unsecured creditors and noteholders won't get anything
under the Plan.  However, these creditors will be given the right
to purchase shares of the New Common Stock of Reorganized Falcon.

A portion of the New Common Stock of Reorganized Falcon will be
issued to the Term B Secured Lenders in exchange for their
$45.7 million claims, subject to dilution by the Rights Offering
and the Management Incentive Plan.  The Rights Offering is
expected to infuse $30 million in cash into Reorganized Falcon.

OCM POF II, OCM POF III, OCM POF III-A, Whipporwill and Dalton
will lend $20 million to the Reorganized Debtors pursuant to the
Term B secured loan.

Proceeds from the Rights Offering and the Term B secured loan will
be used to pay down $25 million of what's owed to the Term A
secured lenders.  The $45 million balance will be reinstated in
accordance with the Amended Term A Loan Agreement.

The $37.8 million DIP loan will be paid by $20 million from the
proceeds of the Rights Offering and the Term B secured loan, and
then will be refinanced and replaced by an exit facility of at
least $45 million.

Shareholders won't get anything under the Plan.

The Debtors will emerge as a private company and the New Common
Stock to be issued will be restricted securities that are not
publicly traded and will have limited liquidity.

                         Asset Sale

Separately, the Company disclosed that it has completed the sale
of the assets of its Sellers & Josephson wallcoverings subsidiary.
The sale was approved by the Bankruptcy Court at a hearing on
Sept. 28, 2005.

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


FEDERAL-MOGUL: Inks Agreements to Amend Plan of Reorganization
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 28, 2005,
Federal-Mogul Corporation (OTCBB:FDMLQ) and various of its
constituencies in the Chapter 11 proceedings have reached
agreement with the United Kingdom Administrators of Federal-
Mogul's UK affiliates.  The result of the agreement will allow
Federal-Mogul to retain the businesses and other assets of its UK
affiliates in exchange for monetary amounts and reserves that will
be used by the Administrators to provide a distribution to UK
creditors.

In conjunction with the U.K. Settlement Agreement, at the omnibus
hearing dated September 29, 2005, the Debtors delivered to the
Bankruptcy Court two agreements that reflect the terms of
amendments that will be made to the Third Amended Joint Plan of
Reorganization:

   1. A Term Sheet entered into by Federal-Mogul, the other
      Plan Proponents and High River Limited Partnership; and

   2. A Letter Agreement between Carl Icahn and the Official
      Committee of Unsecured Creditors relating to the Term Sheet
      and certain corporate governance in the reorganized
      Federal-Mogul.

                          The Term Sheet

The Term Sheet provides that the Asbestos Trust to be created
under the Plan and Section 524(g) of the Bankruptcy Code will:

   a. obligate itself to make a payment to the reorganized
      Federal-Mogul, or pay a portion of the stock in the
      reorganized Federal-Mogul to be issued to the Trust, for
      the agreed amounts that will be used by the Administrators
      as distributions on account of the U.K. asbestos personal
      injury claims pursuant to the U.K. Settlement Agreement;
      and

   b. grant an option for the purchase of the remaining stock of
      the reorganized Federal-Mogul that will be issued to the
      Asbestos Trust under the Plan.

The Asbestos Trust will issue to Federal-Mogul a $125 million
note that matures 10 business days after the Effective Date of
the Debtors' Plan.

On the Maturity Date, in exchange for the Note, the Trust will
pay 13.88% of the Trust's distribution of stock obtained from
Federal-Mogul pursuant to the Plan -- the distribution being
50.1% of the reorganized Federal-Mogul stock -- in complete
satisfaction of the Note; provided, however, that:

   -- 32% of the 13.88% of the stock will be held in escrow by
      Federal-Mogul; and

   -- after resolution of claims filed by (i) Chester Street
      Insurance Holdings Limited, (ii) Chester Street Employers
      Association Limited, (iii) QBE Insurance Company (UK)
      Limited, (iv) all or any shipyard companies insured by the
      entities, and (v) any employee or employees of those
      insured shipyard companies and (vi) the Financial Services
      Compensation Scheme from a EUR22,000,000 reserve
      established under the U.K. Settlement Agreement, if any
      amount is returned to Federal-Mogul pursuant to the U.K.
      Settlement Agreement, Federal-Mogul will return an
      equivalent amount of the escrowed stock to the Trust.

Mr. Icahn will be granted a call on the remaining stock held by
the Asbestos Trust.  The Call will expire on the 60th day after
the Effective Date, provided however that if the schemes of
arrangement or company voluntary arrangements are not yet
approved then the Call Period will be extended to the earlier of
July 31, 2006, or the Effective Date of the Schemes or CVAs.

In the event Mr. Icahn exercises the Call option, upon resolution
of the Chester Street claims, the Federal-Mogul stock held in
escrow will be offered to Mr. Icahn for cash consideration on the
same terms as the Call stock.  If Mr. Icahn, on the other hand,
declines, then the Asbestos Trust can sell the stock in the
market, subject to regulatory and contractual compliance.

At the expiration of the Call Period and in the event that Mr.
Icahn does not exercise the Call, Mr. Icahn will provide the
Asbestos Trust with a $100 million term facility secured by the
remaining shares of common stock of Federal-Mogul held by the
Asbestos Trust.  The common stock will have a quarterly interest
payable at LIBOR plus 100 bps (not to exceed 5.5%) that matures
four years from the Effective Date.

If Mr. Icahn exercises the Call then he will pay to the Asbestos
Trust $775 million consisting of:

   * $375 million in cash; and

   * $400 million note payable in equal quarterly installments
     beginning in year three maturing 7 years from the date of
     issuance with interest payable quarterly at LIBOR plus 100
     bps (not to exceed 5.5%).

The Icahn Note will be issued by High River or American Real
Estate Partners LP, and the Asbestos Trust will be entitled to
receive from time to time, at its request, information to assure
itself of High River's or AREP's ability to satisfy the Icahn
Note.

In the event that Mr. Icahn exercises the Call and the claims of
Cooper Industries, Inc., against Federal-Mogul and its affiliates
have not been settled, released and resolved pursuant to the Plan
then the indemnification obligations of the Asbestos Trust
relating to the Cooper Claims will be secured by the Icahn Note.
All proceeds, including interest received from the Icahn Note
will be paid to Federal-Mogul until any amounts paid by Federal-
Mogul or any of its affiliates on account of the Cooper Claims
are repaid in full.

Until the Cooper Payments are repaid in full, after 45 days, they
will accrue interest at 15%.  If at any time all incurred Cooper
Payments have been repaid in full, but the Cooper Claims have not
been fully satisfied, a portion of  the proceeds, including
interest, received from the Icahn Note will be paid to the
Asbestos Trust subject to an appropriate reserve for expected
future Cooper Payments.

The obligations under the Term Sheet will take effect on the
Effective Date of Federal-Mogul's Third Amended Plan.

A full-text copy of the Term Sheet is available at no charge at:

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

                      The Letter Agreement

The Creditors Committee informed Mr. Icahn of their willingness
to execute the Term Sheet on the condition that Mr. Icahn and his
affiliates support the amendments to the Third Amended Joint Plan
of Reorganization and related Plan Documents.  Mr. Icahn agreed.

The terms of the Letter Agreement provides that:

   a. The Creditors Committee will designate Neil Subin as one of
      the initial members of the reorganized Federal Mogul's
      board of directors.  Mr. Icahn's exercise of the Call
      option under the Term Sheet will be deemed his and his
      affiliates' agreement to vote all of their common equity
      interests in Reorganized Federal Mogul in favor of Mr.
      Subin at all shareholders' meetings so that Mr. Subin
      remains a director during the period from and after the
      Effective Date until at least the second anniversary of the
      Effective Date.  If at any time during the Term Reorganized
      Federal Mogul's directors are to be elected by written
      consent in lieu of a meeting of shareholders, Mr. Icahn and
      his affiliates will deliver their consents in favor of Mr.
      Subin;

   b. Federal-Mogul will be a mandatory reporting company under
      Section 12 of the Securities Exchange Act of 1934, as
      amended.  If Mr. Icahn exercises the Call option, he and
      his affiliates will not support any action that will cause
      Reorganized Federal-Mogul not to continue, during the Term,
      to be a mandatory reporting company under the Securities
      Exchange Act, with respect to the Class A stock to be
      issued pursuant to the Plan;

   c. Should Mr. Icahn exercises the Call and, thereafter, it is
      proposed that Reorganized Federal-Mogul would engage,
      during the Term, in any transaction other than in the
      ordinary course or of a de minimis nature to Federal-Mogul
      with Mr. Icahn or one of his affiliates, Mr. Icahn agrees
      that as a prerequisite to the consummation of any Icahn
      Transaction, Federal-Mogul will obtain an opinion from an
      investment banking firm of national repute to the effect
      that the transaction is fair, from a financial point of
      view, to Federal-Mogul and its common equity holders.

      If requested by Mr. Subin, in his capacity as a director,
      Federal-Mogul will select an investment banking firm from
      among a list of five firms furnished to Federal-Mogul by
      Mr. Subin.  If none of those firms is acceptable to
      Federal-Mogul then, in that event, Federal-Mogul and Mr.
      Subin will each select an investment banking firm and that
      firm will select a third investment banking firm for the
      purpose of delivering the Opinion; and

   d. During the Term, if Mr. Icahn and his affiliates will sell
      or otherwise dispose of more than an aggregate of 40% of
      the aggregate common equity interests of his and his
      affiliates in Reorganized Federal-Mogul immediately after
      exercising the Call, other than through public open
      market sales, then that kind of sale or disposition will
      not be consummated until Mr. Icahn have caused the
      purchaser to afford each of Reorganized Federal Mogul's
      minority common equity holders the right to sell or dispose
      of their common equity interests to that purchaser on the
      same terms and conditions, including price and proportion
      of ownership, as would have been negotiated by Mr. Icahn
      and his affiliates with that purchaser.

A full-text copy of the Letter Agreement is available at no
charge at http://bankrupt.com/misc/LetterAgreement.pdf

              Agreements Draw Debtors Closer to Exit

The agreements represent one of the most significant steps toward
emergence from Chapter 11 in the U.S. and Administration in the
U.K., Federal-Mogul Chairman President and Chief Executive
Officer Jose Maria Alapont said in a press release issued on
September 30.  "We are pleased with the support and collaboration
in the recent months from Mr. Icahn, our Plan Proponents and
stakeholders.  We will welcome Mr. Icahn's potential increased
stake in the emerging and reorganized Company," he said.

Mr. Icahn said in a statement that he was "extremely pleased by
the settlement agreement among the parties and was gratified that
he was able to lend assistance to the settlement process."  He
further stated that he looked forward to the company's early
emergence from Chapter 11, "especially at a time when it appeared
that other companies in the auto parts industry were moving in
the opposite direction."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 94;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: In Compliance with $500 Million DIP Credit Facility
------------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates disclose in a
regulatory filing with the Securities and Exchange Commission that
they are in compliance with all debt covenants under their
$500,000,000 DIP credit facility.

The Debtors report that as of June 30, 2005, they have drawn
$386,900,000, including $24,100,000 in letters of credit, from
the facility.

The DIP credit facility expires in December 2005.  The Debtors
intend to renegotiate the DIP credit facility upon expiration.

The Debtors expect to be in compliance of the loan terms through
the expiration of the DIP credit facility.

The DIP credit facility charges interest at either the alternate
base rate plus 1-1/4 percentage points or the London Inter-Bank
Offered Rate plus 2-1/4 percentage points.  The ABR is the
greater of either the bank's base rate or the federal funds rate
plus 1/2 percentage point.

The commitment available under the DIP credit facility is
mandatorily reduced by a portion of proceeds received from future
asset or business divestitures.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 94;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIBERMARK: Fourth Amended Disclosure Hearing Set for Oct. 27
------------------------------------------------------------
Fibermark Inc.'s third proposed Disclosure Statement explaining
its third proposed Amended Plan was approved by the U.S.
Bankruptcy Court for the District of Vermont on Sept. 19, 2005.
The revised Disclosure Statement and Plan reflected the findings
of Harvey R. Miller, the Court-appointed examiner in the Debtor's
case.

After the unsealing of the Examiner's report, a settlement of
issues identified in the report was reached among Fibermark and
its top three bondholders:

           * AIG Global Investment Corp.,
           * Post Advisory Group, LLC, and
           * Silver Point Capital, L.P.

The key provisions of the revised Plan include:

  (1) To settle potential causes of action by unsecured creditors
      against AIG and Post and litigation rights held by
      FiberMark against AIG and Post, bondholders and all other
      unsecured creditors-excluding the top three bondholders-
      will receive an all-cash payment estimated to provide a 70%
      recovery of claim amounts, which was the estimated recovery
      under FiberMark's initial plan of reorganization and
      compares favorably with the 54% estimated recovery levels
      under the plan filed in August.  Alternatively, unsecured
      creditors interested in receiving an equity position in the
      reorganized company may elect a distribution that includes
      new common stock along with a partial cash payment, which
      would provide an estimated 62% recovery of claim amounts.
      Under both options, the recovery estimates assume that the
      current value of the allowed claims remains unchanged.
      AIG and Post will contribute to the funding of the
      cash payments 8% of unsecured claims, not to exceed
      $4.2 million.  For unsecured creditors receiving the
      all-cash payment, a portion of the cash will be provided by
      Silver Point, which will effectively purchase the stock
      otherwise allocable to those creditors.

  (2) Silver Point will purchase the claims of AIG and Post for
      a negotiated amount.  As a result of the purchase, AIG and
      Post will have no ownership interest in the reorganized
      company.

  (3) AIG, Post and Silver Point have agreed to vote in favor of
      the company's revised Plan.

  (4) The potential causes of action held by unsecured creditors
      against AIG and Post and litigation rights held by
      FiberMark against AIG and Post will be released and
      extinguished under the revised Plan.  As a result, the Plan
      will contain no mechanism for litigating any such causes of
      action.  However, the Plan does not abridge the rights of
      persons who hold individual causes of action, as defined in
      the Plan.

  (5) AIG, Post and Silver Point will split the cost of the
      examiner's investigation three ways, subject to a cap
      totaling $1.75 million.

The settlement relates to the treatment of unsecured claims under
the company's Plan of Reorganization.  Shares held by current
stockholders will be cancelled, as detailed in the initial plan.

A full-text copy of the Revised Plan is available for free at
http://ResearchArchives.com/t/s?1e8

The Court required the Debtor to incorporate the terms of the
settlement in a revised plan and disclosure statement.  On
Sept. 23, Fibermark filed its fourth proposed Disclosure Statement
and Plan.

The Court will convene a hearing on Oct. 27, 2005, at 10:30 a.m.
to consider the adequacy of information in Fibermark's Disclosure
Statement as required by 11 U.S.C. Section 1125.  Objections to
the Disclosure Statement, if any, must be filed by 5 p.m. of
Oct. 17.

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J. f,
Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.


FLYI INC: Names David Asai as New Chief Financial Officer
---------------------------------------------------------
Low-fare airline Independence Air (Nasdaq: FLYI) appointed David
Asai to the position of Chief Financial Officer, effective
immediately.

Mr. Asai has been with Independence Air (and Atlantic Coast
Airlines) for more than seven years, serving as its Vice
President, Controller and Assistant Secretary since January 1998.
He has been actively involved in leading the finance activities at
the company and led the company's Sarbanes-Oxley internal control
compliance effort last year.  Before joining the company, Mr. Asai
served as Vice President, Controller and Chief Accounting Officer
of Reno Air.  Prior to that, he was Vice President Finance and
Chief Financial Officer of Spirit Airlines.  Mr. Asai is a
Certified Public Accountant.

"I have worked closely with David for many years and am confident
he is the right person to take over responsibility as the CFO,"
Independence Air Chairman and CEO Kerry Skeen said.  "His strong
accounting and finance background make him the ideal candidate for
the job."

Richard Surratt, the company's current Chief Financial Officer,
has resigned in order to pursue other opportunities.  Mr. Surratt
has agreed to remain with the company until Oct. 28, 2005, in
order to ensure a smooth transition.

Mr. Skeen continued, "I would like to thank Richard for his
contributions to the company over the past six years.  He has been
a valuable part of our team and we wish him the best in his
pursuit of new challenges and opportunities."

Independence Air offers low fares every day with comfortable
leather seats and Tender Loving Service(SM).

                       Financial Woes

In its Form 8-K filed with the SEC on Aug. 11, 2005, the carrier
reported a net loss of $98.5 million for second quarter 2005,
compared to second quarter 2004 net loss of $27.1 million.

Revenue fell 24% to $117.5 million, and the Company's unrestricted
cash was down to $66 million, from $107 million at the start of
the quarter and $169 million at the end of 2004.

At June 30, 2005, FLYi, Inc.'s balance sheet showed a $29,383,000
stockholders' deficit, compared to $167,134,000 of positive equity
at Dec. 31, 2004.

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi Inc. (CC/Watch Neg/--) to negative from
developing.

"The revision in CreditWatch status follows FLYi's second-quarter
10-Q filing, which continued to indicate substantial doubt about
the airline's ability to continue as a going concern," said
Standard & Poor's credit analyst Betsy Snyder.

The company disclosed in its second-quarter 10-Q report with the
SEC that it has engaged advisers and is making contingency plans
for a potential Chapter 11 bankruptcy filing.

Headquartered in Dulles, Va., FLYi Inc. -- http://www.flyi.com--  
is the parent of Independence Air Inc., a small airline based at
Washington Dulles International Airport.  Independence Air offers
low fares every day to a total of 45 destinations across America
with comfortable leather seats and Tender Loving Service(SM).


FLYI INC: Cutting 600 Jobs & Halting Flights to East & West Coasts
------------------------------------------------------------------
FlYi Inc., the parent company of Independence Air Inc., has
disclosed that it will cut its labor force by 18%, or about 600 of
its 3,400 employees by the end of October and cut flight services
as part of its efforts to cut costs and prevent a bankruptcy
filing, according to published reports.

The Company said that it is gradually discontinuing its service to
its western destinations, including San Diego, Los Angeles, San
Francisco, Seattle and Las Vegas.  All flight services to the West
Coast would be completely discontinued by Dec. 1, 2005.

The East Coast destinations the airline would cut include its
services to Cleveland, Louisville and Indianapolis, but it will
retain its flights to Pittsburgh, New York, Chicago and Charlotte.

At June 30, 2005, FLYi, Inc.'s balance sheet showed a $29,383,000
stockholders' deficit, compared to $167,134,000 of positive equity
at Dec. 31, 2004.

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi Inc. (CC/Watch Neg/--) to negative from
developing.

Headquartered in Dulles, Va., FLYi Inc. -- http://www.flyi.com--  
is the parent of Independence Air Inc., a small airline based at
Washington Dulles International Airport.  Independence Air offers
low fares every day to a total of 45 destinations across America
with comfortable leather seats and Tender Loving Service(SM).


GARDEN STATE: Has Until Dec. 6 to File Notices of Removal
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until Dec. 6, 2005, the time within which Garden State MRI
Corporation an extension, can file notices of removal of pre-
petition civil actions pursuant to Bankruptcy Rule 9006(b)(1).

The Debtor explained that prior to the Petition Date, it was
involved in litigation against Dr. Golestaneh and his related
entities in the Superior Court of New Jersey, Chancery Division
for Cumberland County, Docket No. C-13-05.

The Debtor gives the Court four reasons in support of the
extension:

  1) the extension is necessary in order to protect its estate's
     right to remove the State Court Litigation and any
     additional actions discovered through an investigation and
     review of asserted claims against its estate;

  2) it has been in constant negotiations with secured creditors
     and potential financing sources, which if successful, would
     potentially lead to a resolution of the State Court
     Litigation;

  3) the extension will assure that it does not forfeit valuable
     rights under 28 U.S.C. Section 1452; and

  4) the extension will not prejudice the rights of Dr. Golestaneh
     and his related entities or other adversaries and
     it will not prejudice any non-Debtor party to a proceeding
     that Debtor seeks to remove from pursuing remand under
     28 U.S.C. section 1452(b).

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GENCORP INC: Posts $29 Million Net Loss in Third Quarter 2005
-------------------------------------------------------------
GenCorp Inc. (NYSE: GY) reported results for the third quarter
ended Aug. 31, 2005.

Sales from continuing operations for the third quarter 2005
totaled $134 million, 16% above the $116 million in the third
quarter 2004.  Sales for the first nine months of 2005 were $421
million compared to $350 million for the first nine months of
2004, an increase of 20%.  Sales in 2005 reflect growth in the
Company's Aerospace and Defense business.

The Company's net loss for the third quarter 2005 was $29 million
compared to a net loss of $47 million for the third quarter 2004.
The net loss for the first nine months of 2005 was $54 million
compared to a net loss of $378 million for the first nine months
of 2004.  The loss in 2004 included a one-time charge of $261
million associated with the disposition of the GDX Automotive
segment and a $33 million tax provision to reflect the uncertainty
of realizing deferred tax benefits, given historical losses.  The
loss in the third quarter 2005 includes a one-time charge of $28
million associated with the anticipated disposition of the Fine
Chemicals business.

The third quarter and nine-month periods in 2005 and 2004 reflect
the Company's decision to classify its GDX Automotive and Fine
Chemicals segments as discontinued operations.  The GDX Automotive
sale was completed on August 31, 2004.

                         Asset Sale

In July 2005, the Company disclosed its plan to sell the Fine
Chemicals business to American Pacific Corporation for
$119 million, consisting of:

    * $100 million of cash,
    * seller note of $19 million, and
    * the assumption by the buyer of certain liabilities.

American Pacific Corporation and the Company recently agreed to
amend the purchase agreement to modify the sale price and payment
terms related to the Fine Chemicals sale.

The revised purchase price will consist of:

    * $89 million of cash payable at closing,

    * seller note of $25 million delivered at closing,

    * a contingent payment of up to $5 million if the Fine
      Chemicals business achieves specified earning targets in the
      Twelve month period ending September 30, 2006, and

    * the assumption by the buyer of certain liabilities.

The Company has recorded a loss of $28 million in the third
quarter based on the difference between current estimated cash
proceeds to be received on disposition less the carrying value of
net assets being sold and related transaction selling costs.  The
Company continues to expect the transaction to close in October
2005.

"The sale of Fine Chemicals allows us to focus our attention and
our capital on our two core segments:  Aerospace and Defense and
Real Estate.  Both segments continue to make good progress toward
the Company's strategic goals," said Terry Hall, chairman,
president and chief executive officer.

"The increase in Aerojet's sales both in the third quarter and in
the year to date period supports our strategic objective to
strengthen our position as a critical supplier of propulsion
technologies to our customers.  Aerojet's nine month sales were up
$62 million over 2004 and contract backlog exceeded $935 million
at August 31, 2005. With the recent completion of the Rocketdyne
Propulsion Unit purchase by United Technologies, U.S. industry
consolidation within the solid and liquid propulsion markets in
which we compete is essentially complete with Aerojet firmly
established as one of two major suppliers in each of those
markets.

"In our Real Estate segment, the rezoning applications for the Rio
Del Oro, Glenborough and Westborough projects are moving through
the administrative process of the City of Rancho Cordova and
Sacramento County.  The schedule for the final approvals of all
three projects remains on track with our previous guidance,"
concluded Mr. Hall.

                      Decrease in Debt

Total debt decreased to $424 million at Aug. 31, 2005, from
$577 million at November 30, 2004.  Total debt less cash increased
from $308 million at November 30, 2004 to $421 million as of
Aug. 31, 2005.  The $113 million increase resulted from:

    * costs associated with the recapitalization transactions
      completed in the first quarter of 2005,

    * working capital requirements due to the timing of payables
      and receivables and associated with the growth in Aerojet's
      business volume,

    * Atlas V inventory increases relating to deliveries scheduled
      for later in 2005,

    * capital expenditure requirements,

    * non-recurring investment in the Fine Chemicals business, and

    * cash interest expense.

The Company believes that with its existing cash combined with the
anticipated proceeds from sale of the Fine Chemicals business, and
$70 million of borrowings available under its credit facilities,
it will have sufficient funds to meet the operating plan for the
next twelve months.

GenCorp Inc. -- http://www.GenCorp.com/-- is a leading
technology-based manufacturer of aerospace and defense products
and systems with a real estate business segment that includes
activities related to the development, sale and leasing of the
Company's real estate assets.

                       *     *     *

The Company's 2-1/4% Convertible Subordinated Debentures due 2024
carry Moody's Investors Services' Caa2 rating.


GLOBAL ENVIRONMENTAL: Unsecured Creditors Want Case Dismissed
-------------------------------------------------------------
Mildred Rostolder dba North American Transfer Company, Anthony
Liberatore, Elizabeth Liberatore, Mark Liberatore, and Michael
Liberatore ask the U.S. Bankruptcy Court for the Eastern District
of Louisiana to dismiss the chapter 11 proceeding of Global
Environmental Energy Corporation.

The petitioners hold a $1,980,000 unsecured claim from a
litigation judgment against Global Environmental.

According to these unsecured creditors, the Debtor fails to meet
the requirements for proper venue of its bankruptcy filing as it
doesn't have its principal place of business or principal assets
in the United States.

Laura E.F. Thompson, Esq., Dominic Gianna, Esq., and Barry H.
Grodsky, T.A., at Middleberg Riddle & Gianna, contend that the
chapter 11 filed in an improper district violates Rule 1014(a)(2)
of the Bankruptcy Procedures.  Against this backdrop, the
attorneys urge the Court to dismiss the case.

The Court will convene a hearing on Oct. 26, 2005, at 9:00 a.m. to
consider the unsecured creditors' request.

Headquartered in New Orleans, Lousiana, Global Environmental
Energy Corporation aka Life Energy and Technology Holdings, Inc.,
aka Heath Pak, Inc., manufactures the Biosphere Process 'TM'
System, an autonomous multifuel micro-power electricity generation
system.  The Debtor also sells and leases waste management systems
to government entities and corporate clients worldwide.  The
Company filed for chapter 11 protection on May 19, 2005 (Bankr.
E.D. La. Case No. 05-14201).  Douglas S. Draper, Esq., at Heller,
Draper, Hayden, Patrick & Horn, LLC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10 million to $50 million in assets and
debts.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s,
mortgage pass-through certificates, series 2000-C3:

     -- $79.1 million class A-1 at 'AAA';
     -- $851.4 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $54.0 million class B at 'AA+';
     -- $57.1 million class C at 'A+';
     -- $12.1 million class D at 'A';
     -- $35.1 million class E at 'BBB';
     -- $19.1 million class F at 'BBB-';
     -- $8.0 million class G at 'BBB-';
     -- $9.9 million class H at 'BB+';
     -- $25.5 million class J at 'BB';
     -- $4.5 million class K at 'BB-';
     -- $9.6 million class L at 'B+';
     -- $15.9 million class M at 'B';
     -- $3.2 million class N at 'B-';
     -- $3.2 million class O at 'CCC';
     -- $12.8 million class S-MAC-1 at 'A-';
     -- $9.0 million class S-MAC-2 at 'BBB';
     -- $5.5 million class S-MAC-3 at 'BB+';
     -- $14.4 million class S-MAC-4 at 'BB'.

Fitch does not rate classes P and S-AM.  Classes S-MAC-1, S-MAC-2,
S-MAC-3, and S-MAC-4 represent the interest in the trust fund
corresponding to the junior portion of the MacArthur Center loan.

The rating affirmations reflect overall stable performance of the
transaction.  Although 19 loans (14.52%) have fully defeased,
Fitch loans of concern have increased to 9.5% of the transaction.
As of the September 2005 distribution date, the pool's collateral
balance has decreased 5.81% to $1.20 billion from $1.27 billion at
issuance.

Currently, there are five specially serviced loans (0.75%) in this
transaction.  The largest specially serviced loan (0.27%) consists
of 11 apartment buildings located around the Quad Cities in
Illinois and Iowa and is 90+ days delinquent.  The special
servicer is in the process of initiating a foreclosure action.
Based on current appraisal values, a significant loss is expected
upon liquidation.

The second largest specially serviced loan (0.18%) is a
multifamily property located in Beaumont, TX.  This loan is 30
days delinquent and the special servicer anticipates foreclosing
on this property in early October.  Current appraisal values
indicate a small loss upon liquidation.

Fitch reviewed the transaction's three credit assessed loans and
their underlying collateral.  The Fitch stressed debt service
coverage ratio is calculated using servicer provided net operating
income less required reserves divided by debt service payments
based on the current balance using a Fitch stressed refinance
constant.  Due to their stable performance, the loans retain their
investment grade credit assessments.

The Arizona Mills loan (11.26%) is secured by a 1.23 million
square feet regional mall and is located in Tempe, AZ.  The year-
end 2004 DSCR for the loan was 1.65 times (x) versus 1.72x as of
YE 2003 and 1.58x at issuance.  Occupancy as of YE 2004 is 96.5%
compared to 96.0% as of YE 2003 and 98.0% at issuance.

The MacArthur Center loan (7.7%) is secured by 528,846 sf in a
942,662 sf regional mall in Norfolk, VA.  The property is the
dominant upscale mall serving the Hampton Roads MSA.  The YE 2004
DSCR for the A note of this loan is 1.81x compared to 1.92x at
issuance.  Occupancy as of January 2005 is 100% compared to 92% at
issuance.

The AmeriSuites loan (2.4%) is secured by eight limited service,
cross-collateralized, cross-defaulted hotels located in eight
states.  The DSCR as of YE 2004 for the A note of this loan is
1.88x compared to 1.67x as of YE 2003 and 1.75x at issuance.  As
of YE 2004, the occupancy is 70%, compared to 78% as of YE 2003,
and 69.3% at issuance.  While occupancy has decreased since
issuance, increased room revenues and higher income from food and
beverage and telephone have all attributed to an increase in the
property's net cash flow in comparison to 2003.


GRAPHIC PACKAGING: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service changed the outlook on Graphic Packaging
International, Inc.'s ratings to negative from stable, and
affirmed the company's Corporate Family Rating at B1.  At the same
time, Moody's lowered Graphic's Speculative Grade Liquidity Rating
to SGL-3 from SGL-2.

The change in the outlook to negative is based on Moody's
expectation that pressure on Graphic's operating earnings and cash
flow, which continue to be impacted by steady gross margin
deterioration due to higher prices for chemical based inputs,
fiber, and energy, will continue over the intermediate term.
These inflationary pressures coupled with a delay in an ability to
raise prices to certain contracted customers significantly impact
margins.

Ratings actions are:

Ratings Affirmed:

   * Corporate Family Rating at B1
   * Senior Secured Term Loan and Revolving Credit Facility at B1
   * Senior Unsecured Notes at B2
   * Senior Subordinated Notes at B3

Ratings Lowered:

   * Speculative Grade Liquidity Rating to SGL-3 from SGL-2

Outlook: To negative from stable

In December of 2004, Moody's stated that the company's inability
to improve credit metrics or deterioration in liquidity, due in
part to poor pricing, increased competition, or increasing input
costs could negatively impact the outlook and/or ratings.
Specifically, if the company failed to reduce leverage (as
measured by debt to EBITDA) below 5.0x over the next 12 to 18
months, then the ratings could go down.

For the twelve months ended June 30, 2005, Graphic's leverage
remained high with EBITDA coverage of total debt of approximately
6.6x, although interest coverage was reasonable on an EBITDA basis
at 2.0x.  Over the next 12 months, if it is not evident that the
company is making progress towards achieving a leverage ratio of
5.0x on an adjusted basis, and retained cash flow to total debt
around 8% on an adjusted basis, the ratings are likely to go down.

The downgrade of the Speculative Grade Liquidity Rating to SGL-3
from SGL-2 follows Graphic's announcement that the company will
seek an amendment to its $1.6 billion credit agreement in order to
avoid any potential violations due to inflationary pressures and
an inability to pass through all cost increases, and reflects
Moody's expectation of lower cash flow over the next 12 months.
The bank covenants step down in the fourth quarter of 2005 and
will require some modification since operating performance or
margins will deteriorate.  Although the company is likely to
receive covenant relief from its lenders, anticipated lower free
cash flow will mean that the SGL rating is not likely to be
upgraded back to the SGL-2 level over the near term.

Over the next twelve months, Moody's expects the company to
generate modest free cash flow, which includes:

   * cash interest expense of approximately $145 million;
   * estimated capital expenditures of about $100 million; and
   * other cash charges.

Due to the expected deterioration of margins, the company is more
likely to rely on its bank revolver for working capital needs.  As
of June 30, 2005, the company had approximately $35.8 million
outstanding on its $325 million revolving credit facility with
undrawn availability of about $275 million after $14 million of
LC's and covenant limits.

Moody's views alternate sources of liquidity available to the
company as limited.  All assets are encumbered with the bank
facility having a priority claim to all tangible and intangible
assets of the company.

Graphic's B1 corporate family rating reflects the company's
leading position in folding consumer cartons and coated unbleached
kraft paperboard, in addition to extensive customer relationships,
continued focus on cost improvements, and adequate liquidity.
However, the ratings also incorporate:

   * Graphic's high leverage,
   * increased competition, and
   * higher input costs.

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


HAWS & TINGLE: Wants Neligan Tarpley as Bankruptcy Counsel
----------------------------------------------------------
Haws & Tingle, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, for permission to
employ Neligan Tarpley Andrews & Foley LLP, as its bankruptcy
counsel.

Neligan Tarpley will:

   (a) advise the Debtor of its rights, powers, and duties as
       debtor and debtor-in-possession;

   (b) take all necessary actions to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of actions commenced
       against the Debtor, the negotiation of disputes in which
       the Debtor is involved and the preparation of objections to
       claims filed against the estate;

   (c) prepare on behalf of the Debtor, as debtor-in-possession,
       all necessary motions, applications, answers, orders,
       reports, and papers in connection with the administration
       of the estate;

   (d) draft, negotiate and prosecute on behalf of the Debtor a
       liquidating plan of reorganization, the related disclosure
       statement, and any revisions or amendments, relating to the
       said documents, and all related materials;

   (e) perform all other necessary legal services in connection
       with the Debtor's case and any other bankruptcy related
       representation that the Debtor requires; and

   (f) handle all litigation, discovery and other matters for the
       Debtor arising in connection with its bankruptcy case.

Mark Edward Andrews, Esq., a partner at Neligan Tarpley Andrews &
Foley LLP, discloses that as of the bankruptcy filing, the Firm is
holding a $19,410.49 retainer.  The hourly rates of professionals
engaged are:

   Professional             Designation        Hourly Rate
   ------------             -----------        -----------
   Mark E. Andrews, Esq.    Partner                $375
   Omar J. Alaniz, Esq.     Associate              $150
   Kathy Gradick            Legal Assistant        $115

The Debtor believes that Neligan Tarpley Andrews & Foley LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million to $50 million.


HAWS & TINGLE: Wants Access to Cash Collateral Until Oct. 21
------------------------------------------------------------
Haws & Tingle, Ltd., asks the Honorable Harlin DeWayne Hale of the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, for authority to use its lenders' cash collateral
through Oct. 21, 2005.

                        Prepetition Debt

The Debtor owes Summit National Bank approximately $1.4 million.
Summit has a lien on a building, which is currently under a sale
contract.  In addition, Summit has liens on accounts receivable
and general intangibles and certain life insurance policies.  The
Debtor says that the sale of the building will clear the debt owed
to Summit.

Zurich American Insurance Company claims to be a secured creditor
and has claims in excess of $2 million.  Because Zurich filed a
Form UCC-1 with the Secretary of State on July 26, 2005 (less than
90 days before the chapter 11 filing) to perfect its security
interest, the Debtor says the purported lien is subject to
avoidance as a preference.  The Debtor takes the position that
Zurich is not secured at this time, subject to further
investigation.

The Debtor owes Orix approximately $250,000.  Orix filed liens on
a crane, which is tentatively sold, subject to Court approval.
The Debtor says the sale of the crane will satisfy Orix's lien.

The Debtor asserts that its use of cash collateral is minimal and
necessary to fund operations.  The Debtor also asserts that Summit
and Orix are oversecured.  The equipment and building materials in
Fort Worth provide ample collateral to offset Zurich's purported
unperfected lien.

The Debtor will use the cash collateral to fund its winding down
operations, payroll, and other operating expenses that are
necessary to maintain the value of the estate.

A full-text copy of Haws & Tingle's budget is available for free
at http://bankrupt.com/misc/Haws&TingleBudget.pdf

Headquartered in Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  Mark
Edward Andrews, Esq., and Omar J. Alaniz, Esq., at Neligan Tarpley
Andrews & Foley LLP represent the Debtor.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


HOUSE2HOME: $6.4 Million of TJX Companies Claim is Senior Debt
--------------------------------------------------------------
House2Home, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for Central District of California, Santa Ana
Division, to approve the stipulation recognizing approximately
$6,350,000 of TJX Companies, Inc.'s claim as an allowed senior
debt claim under Class 4 of their confirmed Joint Chapter 11 Plan
of Liquidation.

The Stipulation is the product of negotiations between TJX
Companies and U.S. Bank National Association, successor to State
Street Bank and Trust Company of California, N.A.  U.S. Bank
succeeded State Street Bank as trustee to Notes issued by
Homebase, Inc., under an Indenture dated Nov. 10, 1997.

                      TJX Companies' Claims

The Debtors' plan of liquidation, confirmed in June 2003,
classifies approximately $19,102,749 of TJX Companies' Claims as
an allowed general unsecured claim.

In Nov. 2003, TJX Companies filed a notice asserting that it holds
approximately $43,024,715 in claims, plus additional contingent
and unliquidated sums, against the Debtors' estate.  TJX Companies
argued that its claim is a senior debt and should be treated as
Class 4 claim under the plan.

In conjunction with the filing of notice, TJX Companies commenced
a civil action (Civil Action No. 03-5237 BLS) against U.S. Bank in
the Commonwealth of Massachusetts, Suffolk Superior Court.  U.S.
Bank responded to the complaint by denying that TJX Companies'
senior debt claim constitutes a senior debt under the indenture.

                        The Settlement

Following a round of negotiations, TJX Companies has agreed to be
paid $6,350,000 in full and complete satisfaction of its senior
debt claims.  TJX Companies will receive the settlement amount in
addition to its previously allowed $19,102,749 general unsecured
clam.

The Estate Manager will pay TJX Companies' senior debt claim out
of cash otherwise distributable to holders of allowed Class 6
claims.

Upon receipt of the settlement amount, TJX Companies agrees to
withdraw the Commonwealth of Massachusetts civil action.

House2Home, Inc., stores offer an expansive selection of specialty
home decor merchandise across four broad product categories --
outdoor living, indoor living, home decor and accessories, and
seasonal goods.  The Company filed for chapter 11 protection on
November 7, 2001, (Bankr. C.D. Calif. Case No. 01-19244).  Oscar
Garza, Esq., at Gibson, Dunn & Crutcher represents the Debtor in
this liquidating proceeding.  When the Debtor filed for protection
from its creditors, it listed $181,244,162 in assets and
$192,961,553 in liabilities.


INDUSTRIAL ENTERPRISES: Liquidating 15 Million Power3 Shares
------------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB:ILNP) disclosed
that its management has decided to sell and/or dividend the
Company's full stake in Power3 Medical Products, Inc. (OTC:PWRM).
Industrial Enterprises of America currently owns 15 million shares
of Power3 Medical's stock obtained in consideration for the sale
of intellectual property to PWRM in May of 2004.  The Company
plans to initiate transactions to begin liquidating all of its
holdings in Power3 Medical in full accordance with SEC rules and
regulations.

Industrial Enterprises management made this decision after
requesting that Power3's transfer agent remove the transfer
restrictions from the Power3 stock held by the Company.  Power3's
transfer agent informed Industrial Enterprises that it could only
remove the legend after receiving an opinion from Power3's
counsel, Sichenzia Ross Friedman Ference LLP.  Sichenzia Ross
Friedman Ference has since refused to issue the opinion and has
not provided a reason for the refusal.  Litigation between the two
companies had already ensued over another matter and has not been
settled at this point.

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. --  http://www.TheOtherGas.com/-- is one of the
largest worldwide providers of refrigerant gases, specializing in
converting the hydroflurocarbon gases, R134a and R152a, into
branded and private label refrigerant and propellant products.
The Company's main product, the "gas duster" is used in a variety
of industries including consumer electronics, medical, and the
automotive aftermarket.

                         *     *     *

                      Going Concern Doubt

Beckstead and Watts, LLP, had expressed substantial doubt about
Industrial Enterprises' ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended June 30, 2005.  The auditors point to the Company's
sustained net losses and stockholders' deficit.

At March 31, 2005, Industrial Enterprises' total liabilities
exceed its total assets by $1,681,900.


INTERSTATE BAKERIES: 207 Creditors Sell $1.8 Million of Claims
--------------------------------------------------------------
From September 1 to September 30, 2005, the Clerk of the
Bankruptcy Court recorded 207 claim transfers to:

(a) 3V Capital Master Fund Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Sparks Belting Company                  $57,732

(b) Argo Partners

           Creditor                           Claim Amount
           --------                           ------------
           Earle M. Jorgensen                      $10,126
           E T Oakes Corporation                     1,040
           Excellent Consulting                      2,079
           Fleischmann's Vinegar                     2,997
           Flooring & Concrete Technology            2,031
           Immediate Family Medical Care               964
           Island Environmental Services, Inc.       1,013
           Laranda Farms, Inc.                       1,120
           Middle East Baking Co.                   14,017
           Middle J. Enterprise, Inc., d/b/a Sitka   2,593
           Pepsi Cola of Havre                         724
           Pepsi Cola7 Up Co. Sprng                  3,055
           Pepsi of Pocatello d/b/a Old Faithful     1,351
           Rental Uniform Service                    1,042
           Stanion Wholesale Electric Co.            6,392
           Tab Label Co.                             1,400
           Tierra Environmental & Industrial         5,275
           Vincent Electric Motor Co.               14,524


(c) 3V Capital Master Fund Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Burford Corp.                          $116,921
           SCI Commercial Center                   308,313

(d) Contrarian Funds, LLC

           Creditor                           Claim Amount
           --------                           ------------
           FreundBaking                            $32,911
           Jenco, Inc.                              26,072
           Jenco, LLC                              222,410

(e) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           AAA Automotive Towing & Recovery SE        $575
           Acme Doors, Inc.                             95
           Advanced Cleaning System                    250
           Allen's Auto Service                        275
           Alonzo's Lawn Maintenance                    50
           Ambucare Clinic                             134
           Amedure's Cleaning Svc                      164
           Ark La Tex Glass, Inc.                      261
           Auburn Trader                               210
           Avenel Truck & Equipment                    231
           B & K Overhead Door                         773
           Bauer Auto Parts, Inc.                      200
           Bear Heating Air Conditioning & Refrig.     175
           Best Engine Parts                           364
           Bill Smith                                  160
           Bleu Water of Baltimore                     171
           Blue Hills Towing Co., Inc.                 823
           Bob Clark                                   185
           Bob Hearod Ideal Cleaning                   806
           Burk's Beverage LP                          511
           Brandt Truck Line, Inc.                     181
           Bruce Perry d/b/a Perry's Lawn Care         300
           Buetow Lighting                             106
           C&B Auto Parts, Inc.                        670
           Carolina Yard Pro LLC                       320
           Central Valley Business Sys., Inc.           90
           Champion Lawn Care                          873
           Chazen Engineering & Land Surveying PC   73,450
           City Wide Sewer & Drain Service             299
           Clawson's Air Conditioning & Furnace        643
           Climate Control                             278
           Clyde Stewart & Son Excavating              850
           Columbus Automatic Sprayer Co.              155
           Comfort Inn Great Falls                     360
           Complete Comfort                            164
           Complete Scale Service                      705
           Conders Service Center                      536
           Consolidated Trash Service                   58
           Continental Courier System, Inc.            647
           Continental Fire & Safety Services L        106
           Crowell & Moring LLP                      6,194
           D & D Floor Care                            280
           D & J Locksmith                              60
           D&D Sunoco, Inc.                            284
           Day's Inn Glendive                          567
           Dei Monti, Inc.                             392
           Del Van Auto Glass, Inc.                    967
           Dooley Glass Service                        267
           Dura Freight, Inc.                           68
           Economy Pest Control                        192
           EMS, Inc.                                   150
           Energy Savers of Georgia, Inc.              529
           Fillingham Roofing & Sheet Metal            387
           Fish Window Cleaning                        129
           Fleetwash                                   505
           FM George Safe & Lock Company               182
           Gabbard Towing                              474
           General Air                                  97
           General Energy Corp.                        587
           Geoffrey Mann                               108
           George O. Pasquel Co.                       651
           Gould Center Automotive                     460
           Greener Pastures Lawn                       195
           Hart's Pest Control                         120
           Hauk's Alignment                            217
           HCI-Metromedic                              203
           Helman's Service                            150
           Hot Fire & Safety Equipment                 181
           HPI Cuda                                    161
           Hy-Vee 1610                                 750
           Jeff Champagne Electric                     533
           JJB D00035_54S041                           175
           Jo Jack's Landscaping & Mowing, Inc.        104
           Jolley Towing & Recovery                    341
           Judith Pennefather                           50
           Kay's Vending & Catering                    172
           Kenny Riechers K & R Towing                 195
           Kim A. Wattam                               310
           Kingscape Landscape                         319
           Kirk Welding Supply, Inc.                   351
           K-Tech Supply                                62
           LaClepe Cab                                 120
           Lane Fire & Safety                          205
           Lazerpipes Services, Inc.                   255
           LMK Service                                 600
           Logic Computer Products                     289
           Los Castillos Auto Detailing                171
           Maddox Hockey, Inc.                         981
           M & B Auto Radiator Works                   832
           M & D Supply, Inc.                          113
           Marx Bros Fire Extinguisher                 607
           Maurer's Textile Rental Svc., Inc.          247
           Mechanical Fire & Ice, Inc.                 228
           Metro Beverage of Phila                     295
           M H Sales Co.                               177
           Michele Walenciak                           100
           Mikki Crane                                 160
           Moses Ndiritu d/b/a Neat Cleaning Svc.      396
           Muscle Shoals Electric Board                527
           Music Mountain                              184
           Nancy Leon                                  336
           North Coast Couriers, Inc.                  214
           OPIS                                        125
           PCBC of Pittsburgh                          410
           Performance Driveline & Clutch              392
           Precision Crank Shaft Service, Inc.         369
           Prismatic Promotions                        208
           Process Division, Inc.                      798
           PSI Environmental Systems, Inc. 0182         61
           PSI Environmental Systems, Inc. 0183         81
           PSI Environmental Systems, Inc. 0202        105
           PSI Environmental Systems, Inc. 0210        229
           R & R Engine Machine                      3,674
           Randy Scott Corporation                     349
           Ray Dennison Chevrolet                      821
           Ray Skillman Shadeland Kia                  832
           Reuland Electric                            983
           Richie's Tire Service, Inc.                 201
           Rivcomm LLC                                 398
           Roger's Safe & Lock LLC                     166
           Rosemary Farm                               246
           Safety Roofing Systems, Inc.                175
           Sampson Dairy Foods, Inc.                   368
           Santee Elec. Supply Co.                      64
           Secondi, Inc.                               242
           Seltzer & Rydholm                           337
           Semedo's Cleaning, Inc.                     840
           Serv A Rack, Inc.                           150
           Shroyer's Towing, Inc.                       50
           Smith Systems Driver                        998
           Source Tech                               1,233
           Southern Refrigeration Company              116
           Stacy Woods                                 180
           Star Ice & Fuel, Inc.                       797
           Stepping Stones                             630
           Sterling Pest Control                     3,512
           Steve Venable                               554
           Stoops-Freightliner-Lima                    142
           Thayer Industries, Inc.                     569
           The Calk Company, Inc.                      106
           The Key People Company Building             214
           The Pros Janitorial                         270
           The Scoh Group, Inc.                        105
           Town & Country Advertising                   62
           Tracey Freightliner of Albany, Inc.         134
           Trimark Central Billing                     104
           Troiano Waste Service, Inc.                 146
           Truck Parts Specialists                     447
           USA Town & Country Hauling                  118
           Vogel Heating & Cooling Co.                 811
           VOL Coffee Service                          683
           Wahler Coding-Heating, Inc.                 102
           Waterloo Cedar Falls Courier                598
           West Nashville Wrecker                    1,117
           White Oak Ice Company LLC                   420
           William Green                               124
           WJBZ FM 963 Radio                           200
           WM Klinge G. Son, Inc.                      271
           Woodward Wash on Wheels                     255
           Workman Cleaning Co.                      1,125
           Yates Overhead Door, Inc.                   784

(f) Fair Harbor Capital, LLC

           Creditor                           Claim Amount
           --------                           ------------
           A J Carpenter                            $1,944
           AL Doggett, Inc.                          1,050
           Astbury Environmental Engineering         1,641
           Betty Zielenski Super Coupls of So        1,625
           Examinetics, Inc.                         4,524
           Heartland Inn                             1,096
           Moline Dispatch Publishing Co. Lic        1,208

(g) Longacre Master Fund, Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           National Starch and Chemical Company   $406,357
           Renfro Industries, Inc.                 114,617
           Securitas Holdings, Inc.                150,779

(h) Madison Investment Trust-Series 17

           Creditor                           Claim Amount
           --------                           ------------
           Allstate Maintenance                     $2,400
           Barry's AC Heating, LLC                   2,014
           Bus Service Incorporated                  1,976
           Fergan's Auto Parts                       3,587
           Hampel Oil Distributors                  14,977
           Indiana Corrugated                       35,187
           Parts Distribution Service                3,123
           Ramona Bakery                            15,845
           Rowe's Body Shop                          3,222
           Unifirst Corporation                     35,090

(i) Sierra Liquidity Fund

           Creditor                           Claim Amount
           --------                           ------------
           Brenda Langley                          $12,500
           Sara Moore                               10,500

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)


JOE PAULK: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Joe Paulk Company
        P.O. Box 248
        Russellville, Arkansas 72811

Bankruptcy Case No.: 05-24812

Type of Business: The Debtor is a distributor of products for
                  the correctional commissary industry and
                  convenience stores.

Chapter 11 Petition Date: October 7, 2005

Court: Eastern District of Arkansas (Little Rock)

Judge: Richard D. Taylor

Debtor's Counsel: Timothy W. Murdoch, Esq.
                  Laws & Murdoch, P.A.
                  P.O. Box 3000
                  Russellville, Arkansas 72811
                  Tel: (479) 968-1168
                  Fax: (479) 968-5590

Total Assets: $1,757,300

Total Debts:  $1,416,238

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Najim Jamell                  Loan to corporation       $260,000
1205 North Ithica
Russellville, AR 72801

Martin and Kayla Jennen       Loan to corporation        $55,791
208 Craigwood Circle
Russellville, AR 72801

Navajo Manufacturing Company  Trade debt                 $16,046
5330 Fox Street
Denver, CO 80216-1630

NVE Pharmaceuticals, Inc.     Trade debt                  $7,932

U.S. Treasury                 Withholding                 $5,785

Arkansas Dept. of Finance     Tax withholding             $4,797

Citicorp Vendor Finance Inc.  Trade debt                  $4,356

Airosol Company, Inc.         Trade debt                  $3,496

Del Pharmaceuticals, Inc.     Trade debt                  $2,149

Bristol-Myers Products        Trade debt                  $1,875

Kenray Associates             Trade debt                  $1,542

Sun-Fun Products, Inc.        Trade debt                  $1,428

K&K Veterinary Supply, Inc.   Trade debt                  $1,425

Orincipal Life Insurance Co.  401-K withholding           $1,367
                              and matching

AFLAC                         Payroll withholding            $37


JP MORGAN: Fitch Lifts $24 Million Class G Certs. One Notch to B+
-----------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1999-C7:

     -- $52.1 million class D to 'AA-' from 'A+';
     -- $12.0 million class E to 'A' from 'A-';
     -- $38.1 million class F to 'BBB-' from 'BB+';
     -- $26.0 million class G to 'B+' from 'B';
     -- $4.0 million class H to 'B' from 'B-'.

Fitch affirms these classes:

     -- $16.1 million class A-1 'AAA';
     -- $357.0 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $40.1 million class B 'AAA';
     -- $40.1 million class C 'AAA'.

The $24.0 million class NR certificates are not rated by Fitch.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.  As of the September 2005
distribution date, the pool's aggregate principal balance has been
reduced by 24% to $609.4 million from $801.4 million at issuance.
In addition, the largest loan in the pool (8.3%) has defeased.

One asset (1.3%) is currently specially serviced and real estate
owned.  The REO is secured by an office property in Jackson,
Mississippi.  The special servicer is working on stabilizing the
property before marketing it for sale.  Losses are expected.
There have been no realized losses in the pool to date.


KAISER ALUMINUM: Court Approves Modified UFWA Settlement Agreement
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 30, 2005,
Kaiser Aluminum & Chemical Corporation and the United Steelworkers
commenced discussions regarding certain aspects of their amended
agreement to modify retiree benefits and collective bargaining
agreements that needed modification.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that USW raised concerns that,
pursuant to the existing terms of the First Amended 1113/1114
Agreement, the Voluntary Employee Beneficiary Association might
have insufficient liquidity on the Debtors' emergence from
bankruptcy to pay then-existing benefits to its beneficiaries.

The Debtors asked the U.S. Bankruptcy Court for the District of
Delaware to approve the modifications to the First Amended
1113/1114 Agreement.

The modifications will have minimal economic effect on the
Debtors or on Reorganized KAC, Ms. Newmarch assures Judge
Fitzgerald.  Reorganized KAC will only be required to make
advances if the VEBA experiences liquidity problems and will be
entitled to reimbursement for the full amount of any advances,
with interest, Ms. Newmarch explains.

*    *    *

Judge Fitzgerald approves the Settlement Agreement.  The Court
overrules all objections filed and not withdrawn.

Judge Fitzgerald emphasizes that nothing in her order will affect
any insurers' rights, if any, to assert a contribution,
subrogation, reimbursement or indemnification claim against the
Underwriters and those insurers' rights to object to any
channeling injunctions in any plan of reorganization in connection
with confirmation of that plan are preserved.

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)


LEHMAN BROTHERS: Poor Performance Cues Fitch to Downgrade Ratings
-----------------------------------------------------------------
Fitch Ratings downgrades Lehman Brothers floating-rate commercial
mortgage trust 2002-LLF C3:

     -- $25.3 million class L to 'BB+' from 'BBB-';
     -- $25.1 million class M to 'B+' from 'BB-'.

Fitch upgrades these classes:

     -- $25.1 million class H to 'AAA' from 'A';
     -- $25.1 million class J to 'AA+' from 'BBB+';
     -- $20 million class K to 'A' from 'BBB'.

In addition, Fitch affirms these classes:

     -- $4.9 million class G at 'AAA';
     -- Interest-only (IO) classes X-2 and X-FLP at 'AAA'.

Classes A, X-1, X-FLWPB, X-FLWT, X-FLH, X-XSWPB, B, C, D, E, and F
have paid in full.

The downgrades to classes L and M are due to the lack of
substantial improvement in leasing activity and net cash flow
performance at both the Michigan Industrial Portfolio and the
Boulder Portfolio since Fitch's last review.  The upgrades are due
to the recent repayment of the Printer's Square loan and scheduled
amortization, which have resulted in increased credit enhancements
to the classes.  As of the September 2005 distribution date, the
pool's outstanding principal balance has been reduced 87.9% to
$125.6 million from $1.3 billion at issuance.  Sixteen loans have
paid off since issuance.

The Michigan Industrial Portfolio (68.4%) is secured by 25
industrial properties containing 5.2 million square feet in the
Grand Rapids, Michigan, submarket. Overall portfolio occupancy as
of July 2005 was 63.8%, compared to 62.6% as of Dec. 31, 2004 and
81% at issuance.

Year to date June, 30, 2005, the Fitch adjusted normalized net
cash flow decreased 36.5% since issuance, reflecting the declines
in occupancy.  The Fitch stressed debt service coverage ratio for
the trust mortgage balance as of YTD June 30, 2005 was 0.87 times
(x) compared to year-end 2004 at 0.74x and 1.35x at issuance.

Affiliates of Kojaian Management Co., one of the largest
industrial owners in the submarket, own and manage the properties
and are actively marketing the vacant space.  Although Fitch
remains concerned with the loan performance, the loan is
amortizing on a 30-year schedule and benefits from a low loan per
square foot of less than $17.

The Boulder Portfolio (31.6%) consists of three office properties
located in Boulder, Colorado. Occupancy for the portfolio as of
June 2005 was 68.1%, compared to 66.7% as of Dec. 31, 2004 and
95.4% at issuance.  As of YE 2004, the Fitch adjusted NCF declined
14.4% since issuance, reflecting the decline in occupancy.  The
DSCR as of YE 2004 for the trust mortgage balance was 1.20x
compared to 1.40x at issuance.

The servicer is holding a $1.2 million lease rollover reserve as
of September 2005.  Although Fitch remains concerned with the loan
performance, the loan remains current with a maturity of March
2006.  The borrower, an affiliate of Investcorp, is actively
marketing the vacant space.

As part of its review, Fitch analyzed the performance of the two
remaining loans and the underlying collateral.  DSCRs were
calculated based on a Fitch adjusted NCF and a stressed debt
service constant.  For the Michigan Industrial and Boulder
Portfolio loans, an all-in DSCR was also calculated in order to
fully reflect the entire stress on the loan.


LAFEYETTE'S EPOXY: Case Summary & 26 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lafeyette's Epoxy Floor Coatings, Inc.
        a/k/a Lafeyette's Seamless Epoxy Floor Coatings
        a/k/a Lafeyyette Floor Systems, LLC
        5342 Elmwood Avenue, Suite E
        Indianapolis, IN 46203

Bankruptcy Case No.: 05-23889

Chapter 11 Petition Date: October 7, 2005

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Deborah Caruso, Esq.
                  Dale & Eke
                  9100 Keystone Xing Suite 400
                  Indianapolis, Indiana 46240-2159
                  Tel: (317) 844-7400

Total Assets: Not Provided

Total Debts:  $100,000 to $500,000

Debtor's 26 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Betty M. Welch                                   $80,452
   c/o Eric N. Allen
   Allen Wellman McNew
   Five Courthouse Plaza, Box 455
   Greenfield, IN 46140

   Beaver Ready Mix                                 $48,204
   16101 River Avenue
   Noblesville, IN 46062

   Job Site Supply                                  $28,773
   624 South Missouri Street
   Indianapolis, IN 46225

   Litteton & Sons                                   $9,446

   Mid-West Concrete                                 $6,917

   CRF Solutions                                     $6,600

   VanSickle                                         $5,861

   Rainbow                                           $4,427

   Best Buy                                          $4,064

   D. Grant Concrete                                 $3,500

   RCS                                               $3,489

   General Polymers                                  $3,169

   Litgen Concrete Cutting                           $1,785

   GMAC                                              $1,603

   Tyson                                             $1,223

   Swanson Excavating                                $1,050

   Vectren                                             $672

   MICCS                                               $600

   Sprint/Nextel                                       $588

   SBC                                                 $289

   Indianapolis Star                                   $271

   Crider & Crider                                     $225

   Ace Checking Cashing                                $210

   American Express                                    $123

   Don Griffin                                          $20

   Midwest Toxicology                                   $13


LONG ISLAND PHYSICIAN: PwC Raises Going Concern Doubt in Form 10K
-----------------------------------------------------------------
Pricewaterhousecoopers, LLP, expressed substantial doubt about
Long Island Physician Holdings Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the years ended Dec. 31, 2004 and 2003.

The auditing firm points to the Company's substantial working
capital deficit, cumulative losses since inception and the
continuing decline in enrollment for the health plans offered by
its sole operating subsidiary MDNY Healthcare, Inc.

                Losses and Enrollment Decline

The Company incurred a $908,572 for the year ended Dec. 31, 2004
on $135,209,066 of revenues compared to a $1,010,000 net profit in
2003.  Management attributes the negative result in 2004 primarily
to a 14% enrollment drop during the year.

MDNY Healthcare recorded 40,447 enrollments in 2004 compared to
47,029 enrollments in 2003.  MDNY is focusing on six areas to
achieve profitability, expansion and enrollment growth in 2005:

     -- Applying for an Article 42 accident and health company
        license to allow MDNY to develop new products and benefit
        plan designs and match increased cost sharing provisions
        that certain of MDNY's competitors have marketed to their
        customers.

     -- Achieving administrative efficiencies by, among other
        things, increased use of automation and electronic
        transmission.

     -- Marketing to brokers in Nassau and Suffolk Counties, New
        York to increase name recognition and promote enrollment
        growth.

     -- Expanding into Queens County, New York, where MDNY has an
        established provider network.

     -- Expanding marketing of MDNY's self-insured products.

     -- Pursuing potential partnerships investments in and
        acquisitions of MDNY

                   Accumulated Deficit

Long Island Physician's balance sheet showed $35,230,000 of assets
at Dec. 31, 2004, and liabilities totaling $33,083,000.  At
Dec. 31, 2004, the Company had a $10,540,765 accumulated deficit.

The Company had negative working capital of approximately
$17.2 million at Dec. 31, 2004.

               Diocese of Rockville Non-Renewal

The Catholic Health Services of Long Island, Inc. and the Diocese
of Rockville Centre has notified MDNY Healthcare that they will
not renew their current subscriber contracts with MDNY upon
expiration effective January 1, 2006 and 2005 respectively.

MDNY Healthcare subject to the New York Women's Health and
Wellness Act, which, as of January 1, 2003, obligates MDNY to
provide contraceptive drugs and devices to its members.  The
family planning program is in conflict with the ethical policies
of the Diocese of Rockville Centre, to which CHSLI and Catholic
Healthcare Network of Long Island, Inc., are affiliated.

Because of the ethical conflict, MDNY and CHNLI executed the Stock
Purchase Agreement so as to allow CHNLI to exit as an MDNY
shareholder.  CHNLI had owned the remaining 33% of the stock in
MDNY.  CHNLI's departure resulted in the loss of approximately
3,800 members.

                About Long Island Physician

Long Island Physician Holdings Corporation was formed in 1994 by
physicians residing and practicing in New York State.  The Company
conducts no operating activities of its own.  Long Island
Physician Holdings' principal asset is a 67% equity interest in
MDNY Healthcare, Inc. -- http://www.mdny.com/-- an independent
practice association-model health maintenance organization, that
currently operates in Nassau and Suffolk counties, New York.  The
financial statements of MDNY are consolidated into the audited
financial statements of Long Island Physician Holdings.


MERCURY INTERACTIVE: Nasdaq Extends Filing Deadline to Nov. 30
--------------------------------------------------------------
The NASDAQ Listing Qualifications Panel, subject to certain
conditions, has granted Mercury Interactive Corporation an
extension of time until Nov. 30, 2005, in which to:

   -- file its Forms 10-Q for the periods ended June 30, 2005 and
      Sept. 30, 2005;

   -- file all required restated and other financial statements
      for previous periods; and

   -- otherwise meet all necessary listing standards of the NASDAQ
      National Market.

However, there can be no assurance that the Company will be able
to make the required filings by Nov. 30, 2005, or that NASDAQ will
grant any additional extension if necessary. During the extension
period, the Company's common stock will continue to be listed on
the NASDAQ National Market under the trading symbol: MERQE.

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.

                       *     *     *

                   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.


MERRILL LYNCH: Fitch Holds Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s commercial mortgage pass-
through certificates, series 1996-C2 are upgraded by Fitch
Ratings:

     -- $56.9 million class D to 'AAA' from 'AA';
     -- $28.5 million class E to 'AA+' from 'A+'.

In addition, Fitch affirms six classes:

     -- $104.3 million class A-3 at 'AAA';
     -- $68.3 million class B at 'AAA';
     -- $62.6 million class C at 'AAA';
     -- interest only class IO at 'AAA';
     -- $62.6 million class F at 'BB+';
     -- $39.8 million class G at 'B-'.

Fitch does not rate the $22.0 million class H. Classes A-1 and A-2
have been paid in full.

The upgrades reflect improved credit enhancement levels due to
loan payoffs and amortization.  As of the September 2005
distribution date, the pool's aggregate certificate balance has
decreased 59% to $445.0 million from $1.1 billion at issuance.
There are currently 123 loans remaining in the pool of the
original 300 at issuance.

Currently, six loans (5.43%) are in special servicing.  The
largest specially serviced asset (1.40%) is a real estate owned
limited service hotel located in Portland, OR.  The property is
currently under contract for sale. Fitch expects a significant
loss upon liquidation of the asset.

The second largest specially serviced asset (1.37%) is an REO
limited service hotel in Seattle, WA.  The special servicer has
taken title to the property and is preparing to list the property
for sale.  Fitch expects a loss upon liquidation of the property
based on the most recent appraised value.

Fitch continues to monitor the Shilo portfolio of loans within
this transaction.  The loans are current and performing under a
modification agreement.  Recent operating data reported by the
master servicer shows several properties have a negative cash
flow.

Fitch analyzed each loan in the pool and assumed stressed default
probabilities and loss severities for loans of concern, including
liquidation scenarios of current specially serviced loans and
certain Fitch Loans of Concern.  The required credit enhancement
that resulted from this remodeling of the pool warranted the
upgrades to classes D and E.


MIRANT CORP: Bankruptcy Court Approves NY-Gen's Consent Order
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas:

    a. approved a Remediation Consent Order entered into between
       Mirant NY-Gen, LLC, a Mirant Corporation affiliate, and the
       New York State Department of Environmental Conservation;
       and

    b. permit Mirant Corporation, its debtor-affiliates and NY-Gen
       to enter into a related Reimbursement Consent Order that
       will govern certain penalties and cost reimbursements to
       the DEC, and an environmental audit.

Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
relates that the Consent Orders are products of the discussions
between Mirant NY-Gen and the DEC to resolve the environmental
concerns discovered at the Company's electric power generation
station in Hillburn, New York.

A full-text copy of the Reimbursement Consent Order or the
Implementation Consent Decree dated September 15, 2005, between
Mirant NY-Gen and the New York State Department of Environmental
Conservation that will govern certain penalties and cost
reimbursements to the DEC, and an environmental audit, is
available at http://ResearchArchives.com/t/s?23e

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


MIRANT CORP: HVB Risk Management Holds $223 Mil. Unsecured Claim
----------------------------------------------------------------
On October 11, 2001, Mirant Americas Energy Marketing, LP,
entered into a swap agreement with each of HVB Risk Management
Products, Inc., and Scarlett Resource Merchants LLC.

The Scarlett Swap and the HVB RMP Swap were memorialized by these
agreements dated October 11, 2001:

    (1) the ISDA Master Agreement,
    (2) the Schedule to the Master Agreement, and
    (3) the Amended and Restated Confirmation.

Mirant Corp. guaranteed MAEM's obligations under the two Swaps.

By the Assignment and Novation Agreement dated January 30, 2003,
Scarlett assigned its rights and obligations under the Scarlett
Swap, including the Scarlett Contracts and the Scarlett Guaranty,
to HVB RMP.  Upon the assignment, the Original Guarantees were
merged into, and upon that merger the Original Guarantees were
cancelled and replaced by, one master guaranty.

On September 2, 2003, HVB RMP assigned to Bayerische Hypo und
Vereinsbank all of its rights, title and interest in and to the
amounts payable to it with respect to:

    (i) the HVB RMP Swap Master Agreement, including the HVB RMP
        Schedule, the HVB RMP Confirmation and the Scarlett
        Confirmation; and

    (2) the Master Guaranty.

                Prepetition Payments under the Swaps

On October 15, 2002, MAEM paid $28,751,179 to Scarlett and
received a $3,751,179 payment from HVB RMP pursuant to the Swaps.

Under the Scarlett Confirmation, either MAEM or Mirant Corp. was
required to indemnify Scarlett for all reasonable third-party
out-of-pocket expenses and additional costs, excluding lost
profit or margin or expenses associated with closing the
transaction.

On January 6, 2003, an additional $893,387 was paid as a result
of additional cost attributable to the downgrade.

               Swaps Termination and Motion to Reject

On August 26, 2003, HVB RMP sent a notice of termination to MAEM.
In the termination letter, HVB asserted that the HVB RMP
Contracts and the Scarlett Contracts were "safe harbor" contracts
under Section 560 of the Bankruptcy Code.

To ensure that the Swaps were terminated, on October 2, 2003, the
Debtors filed a motion to reject executory contracts with
Scarlett Resource Merchants LLC and HVB Risk Management Products,
Inc.

On July 7, 2004, the Bankruptcy Court authorized the rejection of
the Contracts.

                        The Proofs of Claim

On December 15, 2003, HVB filed:

    * Claim No. 6045 for $222,913,568 against MAEM, arising from
      the termination of the Swaps; and

    * Claim No. 6046 for $222,913,568 against Mirant Corp. based
      on the Master Guaranty.

The Debtors objected to the HVB Claims, seeking the reduction of
the MAEM Claim and the disallowance of the Mirant Corp. Claim as
fraudulent transfers.

                          Tolling Agreement

Subsequently, HVB and the Debtors agreed to toll the statues of
limitations for certain claims, causes of action, proceedings or
counterclaims that might be asserted by and between HVB and the
Debtors under various provisions of the Bankruptcy Code and any
applicable provisions of non-bankruptcy law.

On August 2, 2005, the Bankruptcy Court stayed the Debtors'
Objection.

HVB has made informal and formal objections to the Debtors'
Disclosure Statement.

After engaging in discussions regarding modifications to the Plan
and Disclosure Statement and various related matters, HVB and the
Debtors agreed to enter into a Stipulation to avoid the cost and
expense of unnecessary motion practice and litigation.

The general terms of the Stipulation are:

    a. HVB will have an allowed claim against MAEM for
       $222,913,568, plus accrued interest at the non-default
       imputed contract rate commencing as of Mirant's and MAEM's
       Petition Date;

    b. HVB's Claims will be deemed Allowed Unsecured Claims
       against the Mirant Debtors as Class 3 Unsecured Claims and
       treated in accordance with the Amended Plan;

    c. HVB will not receive any distribution based on the Mirant
       Corp. Claim under the Amended Plan;

    d. The Debtors will withdraw their Objection, without
       prejudice;

    e. HVB will withdraw the Disclosure Statement Objections,
       without prejudice, and will support the Amended Disclosure
       Statement and confirmation of the Amended Plan.  In
       addition, HVB will not oppose the substantive consolidation
       of the Debtors;

    f. If the Debtors are substantially consolidated, no holder of
       a claim similar to the Claims will receive treatment more
       favorable than the treatment afforded to the Claims.  To
       the extent another holder receives more favorable
       treatment, HVB will also receive more favorable treatment;
       and

    g. The Tolling Stipulation is terminated and rendered void and
       all statutes of limitation tolled under the Tolling
       Stipulation are deemed to have expired on the Effective
       Date.

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


MIRANT CORP: Creditors Committee Objects to Use of PIRA Forecasts
-----------------------------------------------------------------
In behalf of the Official Committee of Unsecured Creditors
appointed in Mirant Corporation and its debtor-affiliates' chapter
11 cases, Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New
York, points out that there are a number of aspects of the U.S.
Bankruptcy Court for the Northern District of Texas' ruling and
its implementation by the VIC that the Mirant Committee disagrees
with and would like the Court to "clarify" or "reconsider."  The
Mirant Committee believes that:

    -- the Court's instruction to use a 12% to 16.6% cost of
       equity is too low and not supported by the record;

    -- the 2006 multiples should not be included in the CompCo
       analysis given the lack of management projections, or at
       the very least, should be given a lower weighting;

    -- the manner in which the NRG multiple is being calculated is
       not correct;

    -- it is improper to add NOL value to the CompCo analysis
       because it leads to a double counting and thus grossly
       overstates the NOL value applicable to Mirant; and

    -- Blackstone's cash flow assumptions for the Philippines are
       incorrect and overstated because they are based on an
       artificial 2% escalator as opposed to the known actual
       contract rates for these facilities.

As reported in the Troubled Company Reporter on July 7, 2005,
Judge Lynn reached certain conclusions regarding modifications
necessary to the Debtors' 2005 Business Plan and the report of The
Blackstone Group, to be used in determining the enterprise value
of Mirant, after a 23-day hearing in Fort Worth, Texas.

The Wall Street Journal summarizes the different valuations of the
parties, in a previous report:

       $8 billion   -- Creditors' committee, led by Citigroup
       $9 billion   -- Company
      $13 billion++ -- shareholder group

As of September 6, 2005, the Mirant Committee has not filed a
motion for reconsideration on these and a number of other issues
because the Court clearly indicated that it would not entertain
those motions, Mr. Silverstein says.

Mr. Silverstein notes that as has been confirmed by all three
members of the VIC, PIRA has not issued a new long-term coal
price forecast since October 2004, and it would be inappropriate
and inconsistent with the Court's directive to somehow "deem" the
October 2004 forecast to be a "new long-term forecast" simply
because PIRA recently issued a new short-term forecast.  "In
fact, by this same reasoning, the VIC should be using the long-
term gas price forecasts issued by EVA in August 2004 because EVA
also issued a short-term update earlier this year."

The Mirant Committee says it understands that the Court has
already rejected the argument in connection with EVA, thus, there
is no reason that the PIRA forecasts should be treated any
different.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL ENERGY: ET Power Wants Court Nod on CalPX Settlement Pact
------------------------------------------------------------------
California Power Exchange Corporation is a public utility that
provided various auction markets for the trading of electricity
in California under rate schedules and tariffs approved by the
Federal Energy Regulatory Commission.  In 2000, due to the
then-ongoing California energy crisis, Pacific Gas & Electric
Company could not meet its obligations to CalPX.  By the end of
January 2001, CalPX had suspended trading in its markets and on
March 9, 2001, CalPX filed for protection under Chapter 11 of the
Bankruptcy Code.

In response to the California energy crisis, the FERC adopted a
number of remedies to address flaws it found in the California
markets and the governing rules.  These actions led to the FERC's
termination of CalPX's rate schedules effective April 30, 2001.

After CalPX closed its markets, the FERC permitted CalPX to
charge "wind-up" rates to its former customers, which included
NEGT Energy Trading-Power, L.P., to fund its remaining
activities.

However, on July 9, 2004, the United States Court of Appeals for
the District of Columbia Circuit held that the "wind-up" rates
were a form of retroactive ratemaking, and that the method that
FERC had used to allocate the "windup" rates was unreasonable and
violated federal law.

                       Settlement Agreement

In light of the ruling of the D.C. Circuit and CalPX's resulting
inability to fund its wind-up activities through involuntary
charges imposed upon its former customers, the parties commenced
FERC-mediated settlement negotiations to attempt to arrive at a
consensual funding solution to allow CalPX to continue its
wind-up activities on an orderly basis.

The negotiations culminated into a settlement agreement among the
parties.

Generally, the Settlement Agreement allocates among the numerous
CalPX participants what the Settlement Agreement defines as:

   (a) Historical Costs -- payments made for all expenses from
       December 5, 2001 through December 31, 2004; and

   (b) Going-Forward Costs -- costs associated with certain
       "necessary functions" of CalPX after December 31, 2004.

The "necessary functions" related to the Going-Forward Costs are,
inter alia:

     (i) managing funds and assets held by CalPX;

    (ii) maintaining CalPX's books and records, and performing
         ordinary business tasks to maintain corporate
         compliance; and

   (iii) participating in litigation, with the advice and
         approval of CalPX Board.

CalPX and ET Power will mutually release each other from any
claims either may have against the other.

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, relates that CalPX's wind-up costs allocated
to ET Power under the Settlement Agreement, to the extent not
secured by amount owed to ET Power that are being held by CalPX,
would constitute general unsecured, prepetition claims against ET
Power.  While CalPX contends that the wind-up cost claims are
entitled to administrative priority, nothing in the Settlement
Agreement or in a related letter agreement is prejudicial to ET
Power's position with respect to this issue, Mr. Shaffer says.

                          Letter Agreement

In connection with the Settlement Agreement, CalPX and ET Power
also entered into the Letter Agreement, subject to the Court's
and the FERC's approval.  Pursuant to the Letter Agreement, inter
alia:

     (i) ET Power agrees to reserve $150,000 in its reserve for
         disputed claims on account of potential wind-up costs
         owed by ET Power;

    (ii) the parties agree that establishment of the Reserve
         will be without prejudice to the rights of any party
         with regard to the validity or priority of any claim;
         and

   (iii) ET Power agrees not to pursue an objection of, or seek
         the estimation of, any claim by CalPX until at least
         December 31, 2005.

Mr. Shaffer points out that the Settlement Agreement provides a
fair method for allocating wind-up costs without the need for
costly and protracted litigation, thereby enabling ET Power to
maximize recoveries and expedite distributions to its creditors.
In addition, the Letter Agreement avoids premature litigation of
claims asserted by CalPX in ET Power's bankruptcy case.  Overall,
ET Power believes that the Agreements offer the most effective
and equitable solution for resolving a complicated issue
confronting the estate.

Accordingly, ET Power asks the Court to approve the Agreements.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NATIONAL ENERGY: Inks Pact Resolving Citibank Claim
---------------------------------------------------
Prior to the Petition Date, NEGT Energy Trading - Power, L.P.,
was party to agreements providing for the sale and purchase of
gas and electricity with La Paloma Generating Company, LLC, and
Lake Road Generating, L.P.  Dennis J. Shaffer, Esq., at
Whiteford, Taylor & Preston, LLP, in Baltimore, Maryland, informs
the U.S. Bankruptcy Court for the Western District of Missouri
that the Agreements were terminated in May 2003 and ET Power
agreed to make termination payments to the Project Companies.

Citibank, N.A., is the security agent under various loan
agreements between certain lenders and investors, and the Project
Companies.  Mr. Shaffer explains that Citibank, as security agent
for the Lenders, was granted a security interest in substantially
all of the Project Companies' assets.  The Project Companies'
rights under the Agreements were assigned to Citibank.

Citibank filed Claim No. 322 against ET Power in an undetermined
amount to preserve the bank's rights under the Agreements and
arising out of their termination.

Subsequently, in an effort to amicably settle all matters related
to the Claim, ET Power and Citibank entered into a stipulation
and agreed that:

    (i) the Claim will be allowed as a general unsecured claim
        against ET Power for $5,500,000; and

   (ii) the Allowed Claim will be treated as an Allowed Class 6
        General Unsecured Claim against ET Power for all purposes,
        including distributions, in accordance with the ET and
        Quantum Debtors' Plan.

Mr. Shaffer asserts that the Stipulation, which is the result of
arm's-length negotiations between the parties, fairly resolves
the Claim, without the need for costly litigation, which could
potentially delay distributions to creditors.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OMNI CAPITAL: Foley Bryant Approved as Bankruptcy Counsel
---------------------------------------------------------
Omni Capital Limited Partnership sought and obtained permission
from the U.S. Bankruptcy Court for the Western District of
Kentucky for permission to employ Foley Bryant & Holloway, PLLC as
its general bankruptcy counsel.

Foley Bryant will:

   1) advise the Debtor of its powers and duties as a debtor in
      its bankruptcy proceeding;

   2) advise and consult the Debtor concerning questions arising
      in the conduct of the administration of its estate and
      concerning its rights and remedies with regard to the
      estate's assets and the claims of secured, preferred and
      unsecured creditors and other parties in interest;

   3) assist in the preparation of pleadings, motions, notices
      and that are required for the orderly administration of
      the Debtor's estate;

   4) consult and advise the Debtor in connection with the
      operation and management of its business and properties;
      and

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

Wm. Stephen Reisz, Esq., a Member of Foley Bryant, is the lead
attorney for the Debtor.  Mr. Reisz disclosed that his Firm
received a $6,000 retainer.  Mr. Reisz charges $200 per hour for
his services.

Foley Bryant assured the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership filed for chapter 11 protection on Sept. 9, 2005
(Bankr. W.D. Ky. Case No. 05-36490).  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million.


OMNI CAPITAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Omni Capital Limited Partnership delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Western
District of Kentucky, disclosing:


     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property              $11,000,000
  B. Personal Property             $578,450
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $5,802,771
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                           $1,621,800
     Unsecured Nonpriority
     Claims
                                -----------      ----------
     Total                      $11,578,450      $7,424,571

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership filed for chapter 11 protection on Sept. 9, 2005
(Bankr. W.D. Ky. Case No. 05-36490).  William Stephen Reisz, Esq.,
at Foley Bryant & Holloway, PLLC 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 and estimated debts of $1 million to $10 million.


OWENS CORNING: Plans to Acquire Wolverine Fabricating
-----------------------------------------------------
Owens Corning has reached a tentative agreement to acquire
Wolverine Fabricating, Inc., a producer of side walls and other
products for the RV industry.  Terms were not disclosed.

"This acquisition is a strategic addition to the Owens Corning
Fabwel business," said Chuck Jerasa, general manager - Owens
Corning Fabwel. "The new combined product offering better serves
our customers while extending our geographic reach to the West
Coast of the U.S. The addition of Wolverine will allow us to
expand our product offering and improve our market share within
the RV industry.  We are very excited about this opportunity and
look forward to working with Wolverine and its employees as we
increase our participation in the growing RV and cargo trailer
industries."

Located in Riverside, California, Wolverine produces exterior side
walls, fold-down ramp doors, motor home basement doors and full
interior walls for the RV industry.

Steve Thomas, president - Wolverine, will remain as a key part of
the Owens Corning Fabwel management team. "The leadership position
of Owens Corning Fabwel in the RV side-wall market carries
Wolverine far beyond its own capability alone," said Thomas.
"This is a great opportunity for Wolverine to grow with a strong
Owens Corning brand in the industry."

For the past 33 years, Owens Corning Fabwel has been the leading
manufacturer and fabricator of RV components and side walls,
providing integrated solutions for recreational vehicles, marine
and transportation businesses worldwide.  The company is a
fabricator of fiberglass, aluminum and steel products for supply
to the RV and cargo trailer industries.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 117;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Wants to Capitalize Non-Debtor Company in China
--------------------------------------------------------------
Owens Corning has been developing a market in China for its
products since 1995 and continues to evaluate and analyze the
market in China for new opportunities.  As of October 5, 2005,
Owens Corning (China) Investment Company Ltd. -- Owens Corning's
indirect, wholly owned, non-debtor subsidiary in China -- has
established a series of non-debtor subsidiaries under the laws of
the People's Republic of China to manufacture, market, distribute
and sell the Company's products.

The Chinese non-debtor subsidiaries include:

    Subsidiary                   Date Est.          Purpose
    ----------                   ---------    -------------------
    Owens Corning (Guangzhou)      1994       Manufacture and sell
    Fiberglas Co. Ltd.                        fiberglass
                                              insulation products

    Owens Corning (Shanghai)       1996       Manufacture and sell
    Fiberglas Co. Ltd.                        fiberglass
                                              insulation products

    Owens Corning (Anshan)         1996       Market, distribute
    Fiberglas Co., Ltd.                       and sell fiberglass
                                              insulation products

    Owens Corning (Nanjing)        1996       Manufacture and sell
    Foamular Board Co., Ltd.                  foam insulation
                                              products

    Owens Corning (Shanghai)       2002       Manufacture, sell
    Composites Co., Ltd.                      and distribute
                                              muffler products to
                                              be used for various
                                              automobile platforms
                                              to tier-one
                                              automotive product
                                              suppliers in China

    Owens Corning (Tianjin)        2004       Develop, manufacture
    Building Materials Co.,                   and sell building
    Ltd.                                      materials, including
                                              fiberglass
                                              insulation products

    Owens Corning (Jiangyin)       2004       Develop and
    Building Materials Co.,                   manufacture building
    Ltd.                                      materials and
                                              provide related
                                              technical services

    Owens Corning (Shanghai)       2003       Provide, trade and
    International Trading Co.,                business consulting
    Ltd.                                      services in the
                                              Waigaoquia free
                                              trade zone in
                                              Shanghai

Despite its successes and growth in the Chinese markets, certain
of Owens Corning's operations have been limited by various
restrictions on foreign owned entities imposed by the Ministry of
Commerce of the People's Republic of China.  Among other things,
these restrictions limited the ability of the foreign owned
entities to import commodities and third parties' products for
sale in China, or sell to Chinese customers goods containing a
preponderance of third party's products.  Those restrictions have
largely been lifted, after the People's Republic of China's entry
into the World Trade Organization in 2001.

Accordingly, Owens Corning has concluded that it can best take
advantage of the increasingly permissive foreign investment and
trading climate in China by establishing a new "trading company"
in accordance with the Management of Commercial Enterprises With
Foreign Investment regulations promulgated on April 16, 2004, as
MOFCOM Order [2004] No. 8.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the U.S. Bankruptcy Court for the District of
Delaware that unlike Owens Corning's existing affiliates in China,
TradeCo. would have the corporate authorization, permits and
licenses required to:

    -- toll-manufacture products;

    -- import affiliates' or third parties' products for
       distribution and sale in China;

    -- export third parties' products for sale;

    -- act as a commission sales agent; and

    -- undertake related commercial activities, in full compliance
       with Chinese law.

Ms. Stickles points out that to comply with the requirements
regarding "paid-in capital" and provide adequate working capital
for its operations, TradeCo. must be capitalized with $1.5
million, with 15% of the amount required promptly on formation
and the balance due within two years thereafter.  The funds would
be loaned by Owens Corning to Owens Corning China, and then
contributed by Owens Corning China to TradeCo.

Subject to certain assumptions regarding the overall Chinese
economy, the Debtors' internal business plan anticipates that
TradeCo. will be profitable and increase Owens Corning's sales
and profits.

The Debtors ask the Court to authorize:

     (i) them to lend to Owens Corning China $1,500,000; and

    (ii) Owens Corning China to capitalize TradeCo. with the
         loan amount, in one or more capital contributions.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 117;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PAETEC COMMS: Moody's Withdraws $200 Million Debts' B2 Ratings
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Paetec
Communications, Inc.  Due to unfavorable market conditions, the
company recently decided not to proceed with its initial public
offering and concurrent proposed $40 million 5-year senior secured
revolving credit facility and $160 million 6-year term loan
facility.

Moody's has withdrawn these ratings:

   * Corporate Family Rating -- B2

   * $40 million Senior Secured Revolving Credit Facility due 2010
     -- B2

   * $160 million Senior Secured Term Loan due 2011 -- B2

   * Speculative Grade Liquidity -- SGL-1

Paetec, headquartered in Fairport, New York, is a competitive
local exchange carrier and generated revenues of approximately
$414 million in 2004.


POLYONE CORP: Thomas Waltermire Steps Down as President & CEO
-------------------------------------------------------------
PolyOne Corporation (NYSE: POL) disclosed that Thomas A.
Waltermire has stepped down as the company's president, chief
executive officer and director, effective immediately.

The board has asked William F. Patient, non-executive chairman of
the board, to serve as interim chief executive officer until a
permanent successor is named.

Mr. Waltermire stated, "As the company enters the next phase of
its strategic evolution, the Board and I agree that the time is
right for new leadership.  I take pride in our many
accomplishments, starting with the creation of PolyOne, and I wish
my colleagues the best of luck in the future."

Mr. Patient added, "The board understands Tom's difficult but
reasoned decision that now is an appropriate time for a change in
leadership.  During his tenure, we have made significant progress
on many fronts, including improvement of our core businesses,
divestiture of our non-core assets, achievement of our targeted
cost structure and investment in our people.  We believe that
PolyOne is positioned for future growth and profitability.

"As PolyOne's leader since its formation five years ago, Tom has
played a vital role in the Company's transformation.  On behalf of
the entire board, I would like to thank him for his many years of
dedicated service," Mr. Patient added.

PolyOne will begin its search for a permanent chairman and chief
executive immediately.  The board has retained the global
executive search firm, Russell Reynolds Associates, to conduct the
search.  The Company anticipates completing the process by early
2006.

During the decade of the 1990s, Mr. Patient helped to transform
The Geon Company, one of PolyOne's predecessor companies, into an
industry leader in polymers.  He retired in 1999 as chairman and
chief executive officer.  He joined PolyOne's Board of Directors
as non-executive chairman in November 2003.

Mr. Waltermire became chairman and chief executive officer of
PolyOne in September 2000, with the consolidation of The Geon
Company and M.A. Hanna Corporation.  His title became president
and CEO in November 2003, when Mr. Patient joined PolyOne's board
as non-executive chairman.  Prior to PolyOne, Mr. Waltermire
served in a variety of positions with The Geon Company, beginning
in 1993 and culminating in his being named chairman and CEO in May
1999.  He began his career with The BF Goodrich Company.

Headquartered in northeast Ohio, PolyOne Corporation --
http://www.polyone.com/-- is a leading global compounding and
North American distribution company with continuing operations in
thermoplastic compounds, specialty polymer formulations, color and
additive systems, and thermoplastic resin distribution.  PolyOne,
with 2004 annual revenues of approximately $2.2 billion, has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America and South
America.

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Fitch Ratings has affirmed PolyOne Corporation's credit ratings at
'BB-' for the senior secured credit facility rating and 'B' for
the senior unsecured debt.  Fitch said the rating outlook is
stable.


PONDEROSA PINE: Files Joint Plan of Reorganization in New Jersey
----------------------------------------------------------------
Ponderosa Pine Energy, Inc., and its debtor-affiliates delivered a
Joint Plan of Reorganization and accompanying Disclosure Statement
to the U.S. Bankruptcy Court for the District of New Jersey on
Oct. 7, 2005.

                      Terms of the Plan

Under the Plan, these claims are unimpaired:

      * administrative expense claims,

      * priority non-tax claims,

      * claims of Chase Manhattan Bank, N.A., nka JP Morgan Chase
        Bank, on account of a Construction and Term Loan
        Agreement dated December 16, 1994,

      * general unsecured claims,

      * secured claims, and

     * equity interests.

Priority Tax claims will receive from the Reorganized Debtors,
equal quarterly cash payments in arrears over a period not
exceeding six years.  The initial distribution will be made on:

        * the Effective Date; or
        * a claim becomes allowed; or
        * a date agreed by both parties.

KBC Bank N.V.'s secured claim is impaired.  The Debtors' Plan
didn't state how's KBC's claim will be paid.

                        Plan Funding

The Reorganized Debtors will make payments in accordance with the
terms of the Plan from existing cash balances, cash generated from
operations, net proceeds from causes of action and an exit loan
from an undisclosed lender.

Delta Power will make a capital contribution of not less than
$1,000,000.  The contribution may be in cash or forgiveness of
administrative claims.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


POP3 MEDIA: Can't File Annual Report on Time Due to Audit Review
----------------------------------------------------------------
Pop3 Media Corporation, fka ViaStar Holdings, Inc., informed the
Securities and Exchange Commission that it could not timely file
its annual report on Form 10-KSB for the fiscal year ended
June 30, 2005, because its independent auditor had not been able
to complete its review of the financial statements in time for the
filing deadline.

                  Amended Quarterly Report

The Company delivered its amended quarterly report on Form 10-
QSB/A for the three-months ended March 31, 2005, to the Securities
and Exchange Commission on Sept. 14, 2005.

For the quarter ended March 31, 2005, Pop3 Media incurred a
$7,101,776 net loss, compared to a $1,023,458 net loss for the
same period ended March 31, 2004.  The increased loss is
attributed to the Company's decision to write off approximately
$6,466,860 of the retail distribution agreements it acquired from
Level X Media Corporation in 2003.  The Company impaired its
distribution agreements in June 2005 upon the recommendation of
its independent  registered  accountant and legal counsel.

At March 31, 2005, the Company's balance sheet showed $9,374,411
of assets and liabilities totaling $2,618,212.

                     Going Concern Doubt

Pop3 Media has accumulated a $13,852,323 loss since inception.
Recurring losses coupled with the risks associated with raising
capital through the issuance of equity or debt securities, creates
uncertainty as to the Company's ability to continue as a going
concern.

Armando Ibarra, CPA, expressed substantial doubt about Pop3
Media's ability to continue as a going concern after it audited
the Company's consolidated  balance sheets as of June 30, 2003 and
December 31, 2002, and the related consolidated statements of
operations, cash flows and stockholders' equity for the six months
ended June 30, 2003 and 2002.  Mr. Ibarra pointed to the Company's
recurring losses.

Pop3 Media -- http://www.pop3media.com/--  is engaged in the
development, production and distribution of entertainment related
media for film, television, music and publishing interests.  The
Company distributes its products to over 20,000 retail outlets
nationwide and globally.   The Company's portfolio currently
includes ownership of ViaStar Distribution Group, A.V.O. Studios,
Moving Pictures International, ViaStar Records, Quadra Records,
Light of the Spirit Records, and ViaStar Classical, ViaStar Artist
Management group and Masterdisk Corporation.


QUEEN'S SEAPORT: Wants Continued Access to Cash Collateral
----------------------------------------------------------
Queen's Seaport Development, Inc., asks the Honorable Vincent P.
Zurzolo of the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, for continued access until
Feb. 12, 2006, to cash collateral securing repayment of
prepetition debts owed to BAR-K, Inc., as loan servicing agent for
R.E. Loans, LLC, and Bruce Horowitz Family Partnership, as
successor in interest to Gold Mountain Financial Institution, Inc.

This is the company's third cash collateral request.  The Court
granted the Debtor's initial request to use the cash collateral
for a 16-week period through July 9, 2005, and granted a second
16-week extension through Oct. 29, 2005.

The Debtor's indebtedness to Gold Mountain stems from a loan for
$24,500,000.  The Debtor granted Gold Mountain a lien and security
interest on some tide and submerged lands located within the City
of Long Beach and some personal property.

The parties stipulate that the Debtor can continue using the cash
collateral and will make three interest payments:

   -- $190,000 due on Nov. 13, 2005;
   -- $190,000 due on Dec. 18, 2005;
   -- $190,000 due on Jan. 15, 2005.

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

The Debtor will use the cash collateral to fund its operations,
payroll, and other operating expenses that are necessary to
maintain the value of the estate.

A full-text copy of Queen's Seaport's 16-week budget is available
for free at http://ResearchArchives.com/t/s?23d

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005 (Bankr.
C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg, Esq., at
Jeffer Mangles Butler & Marmaro LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


RADNOR HOLDINGS: Paul Ridder Replaces Michael Valenza as CFO
------------------------------------------------------------
Radnor Holdings Corporation launched its strategic supply chain
management initiative.  Michael V. Valenza, the former Chief
Financial Officer of the Company, will lead the initiative and
will be responsible for all aspects of supply chain management.
Paul D. Ridder, the former Corporate Controller, has been
appointed the Chief Financial Officer of the Company.

"As a result of rapid growth and new product introductions, supply
chain management has become a primary focus of our Company. The
initiative will coordinate purchasing, forecasting and logistics,
products planning, and customer service.  Measuring our
performance and providing leadership, as well as training, in
these key areas will be the cornerstone to our success as we
continue to grow our business.  We are excited about our future
and grateful for Michael's and Paul's leadership to our
organization," said Michael T. Kennedy, Radnor's Chairman and
Chief Executive Officer.

Mr. Valenza has been with the Company for thirteen years and has
significant experience in the areas of forecasting, purchasing and
logistics.  Prior to joining Radnor, Mr. Valenza served in several
positions with Arthur Andersen LLP, most recently as a Manager in
the Enterprise Group.  Mr. Valenza earned a B.S. and M.A. in
Accounting from Utah State University.

Mr. Ridder has been with the Company for nine years and has served
as Manager of Financial Reporting and most recently as Vice
President and Corporate Controller.  Prior to joining Radnor, Mr.
Ridder held various positions at PricewaterhouseCoopers LLP.  Mr.
Ridder received his B.S. in Business Administration from Bucknell
University and earned his MBA from Villanova University.

In addition, Michael P. Feehan will become Corporate Controller of
the Company.  Mr. Feehan joined the Company in 2004 as Director of
Finance.  Prior to joining Radnor, Mr. Feehan held various
positions at Arthur Andersen LLP and KPMG LLP, most recently as an
Audit Manager.  Mr. Feehan received a B.S. in Business
Administration from the University of Notre Dame and is currently
pursuing his MBA from Villanova University.

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

At July 1, 2005, Radnor Holdings' balance sheet shows an
$18,940,000 equity deficit, compared to a $770,000 deficit at
Dec. 31, 2004.


RAYMOND PRYKE: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Raymond & Rosemarie Jane Pryke
        a/k/a Raymongd S.G. Pryke
        d/b/a Apple Valley News
        d/b/a Adelanto Bulletin
        26745 Roundup Way
        Apple Valley, California 92308

Bankruptcy Case No.: 05-22000

Type of Business: The Debtors previously filed for chapter 11
                  protection on Feb. 17, 2005 (Bankr. C.D. Calif.
                  Case No. 05-11439) (Jury, J.).  That case was
                  dismissed on Apr. 27, 2005.

Chapter 11 Petition Date: October 7, 2005

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: Lazaro E. Fernandez, Esq.
                  3403 Tenth Street, Suite 714
                  Riverside, California 92501
                  Tel: (951) 684-4474

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nancy Bohl, et al.            Litigation              $4,000,000
36442 Wildwood Canyon Road
Yucapia, CA 92399

Juniper Riviera City Water    Pryke share of C.O.       $200,000
District
P.O. Box 386
Apple Valley, CA 92307

Bank of America               Credit card                $40,000
P.O. Box 21848                purchases
Greensboro, NC 27420-1848

Reid & Hellyer                Legal fees                 $22,443
3880 Lemon Street
P.O. Box 1300
Riverside, CA 92502-1300

Anna Hafeli                   Personal loan              $10,000

Juniper Riviera City Water    Stand-by charges            $6,900
District                      being disputed

Home Depot                    Business purchases          $6,300

Band of America                                           $2,500

Lowes                                                     $2,100

Home Depot                    Business purchases          $2,100

Don and Darla Ferrarese                                     $410

Steven Piesner                Rent for the County           $250
                              Legal Reporter

Don Carlo                                                   $200


READING BROADCASTING: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Reading Broadcasting, Inc.
        1729 North 11th Street
        Reading, Pennsylvania 19604

Bankruptcy Case No.: 05-26563

Type of Business: The Debtor operates a full-power
                  television station, WTVE, Channel 51.
                  See http://www.wtve.com/

Chapter 11 Petition Date: October 7, 2005

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Frederick L. Reigle, Esq.
                  Frederick L. Reigle, P.C.
                  3506 Perkiomen Avenue, Suite A
                  Reading, Pennsylvania 19606
                  Tel: (610) 779-4550

Total Assets: $1,541,679

Total Debts:  $3,845,424

Debtor's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Montgomery McCracken Walker &   Trade debt              $590,482
Rhoads
c/o Frank A. Mayer, III, Esq.
123 South Broad Street
Philadelphia, PA 19109

SWOB, Inc.                      Bank loan               $252,953
1505 Lorraine
Reading, PA 19602

Helene Associates LP            Bank loan               $135,450
1505 Lorraine
Reading, PA 19602

The Cohen Group, LP             Bank loan               $105,000

George A. Mattmiller, Jr.       Trade debt               $45,078

Robert H. Clymer                Bank loan                $32,250

FCC Regulatory                  Trade debt               $20,025

John and Mary Linton            Bank loan                $19,350

James P. and Dama Linton        Bank loan                $19,350

George A. Mattmiller, Jr.       Trade debt               $13,500

Capital One FSB                 Bank loan                $13,454

William R. Maslo                Trade debt               $13,250

Jack A. Linton                  Bank loan                $12,900

Darcie Brauner                  Bank loan                $12,900

SOT, Inc.                       Trade debt               $12,243

ATT                             Trade debt                $3,163

David S. Nichols                Trade debt                $2,500

Eyewitness Kids News LLC        Trade debt                $1,300

Riverside Key and Lock Shop     Trade debt                  $276

Network Music, Inc.             Trade debt                  $146


RELIANCE GROUP: Creditors Committee Files First Amended Plan
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Reliance Group Holdings, Inc.'s Chapter 11 proceedings filed a
First Amended Plan of Reorganization and Disclosure Statement
on Sept. 21, 2005.

According to Arnold Gulkowitz, Esq., at Orrick, Herrington &
Sutcliffe, in New York City, the First Amended Plan provides the
estimated claim amount for these Classes:

     Class                                    Estimated Amount
     -----                                    ----------------
     Class 2 Secured Claims                               $0
     Class 3a Senior Bondholder Claims          $320,700,869
     Class 3b Subordinated Bondholder Claims    $190,307,317
     Class 5 Subordinated Claims                   Uncertain

Assuming that neither significant litigation nor objections are
filed with respect to the Plan and assuming the Plan is confirmed
by November 30, 2005, the Creditors' Committee estimates that
unpaid Professional Compensation and Reimbursement Claims as of
the Effective Date should approximate $2,000,000.

                       Class 3 Claims

Under the First Amended Plan, holders of claims in Classes 3a,
3b, and 3c will be deemed to assign any D&O Litigation Claims and
Creditor Litigation Claims they may have to RGH, on the Effective
Date.  To the extent the Holders "opt-out" of assigning their D&O
Litigation Claims and Creditor Litigation Claims to the Debtor,
the Holders will not be entitled to receive certain distributions
pursuant to the Plan.

Holders of Class 3a and 3b Claims will separately indicate
whether they wish to elect to opt out of assigning their D&O
Litigation Claims and Creditor Litigation Claims to the Debtor
and return duly completed election forms to the appropriate
Record Holder.  The elections must be received by the Record
Holder in sufficient time for the Record Holder to deliver,
electronically, the securities to the account established for
that purpose, by the October 28, 2005 Voting Deadline.

Mr. Gulkowitz notes that any Holder of a Claim or Claims in Class
3c that executes a Ballot, but does not indicate on the Ballot
that the Holder elects to opt out of assigning its D&O Litigation
Claims and Creditor Litigation Claims to the Debtor, and any
Holder of a Claim or Claims in Class 3a or 3b whose Record Holder
fails to deliver the securities to the account established for
that purpose, will be deemed to have consented to the assignment
of its D&O Litigation Claims and Creditor Litigation Claims, if
any, to the Debtor, as of the Effective Date.

Furthermore, subject to, and upon the occurrence of, the
Securities Class Action Settlement, Holders of Class 3a and Class
3b Claims that are not Opt-Out Claimants and who could be class
members in the Securities Class Action, including any members who
request exclusion from the class, release the current and former
directors, officers and employees of the Debtor and Reliance
Financial Services Corporation from and any all claims asserted
in the Securities Class Action.

Mr. Gulkowitz asserts that Holders of Class 3a and 3b Claims that
do not want to participate in the Securities Class Action
Settlement, and would, therefore, wish to retain the claims
asserted in the Securities Class Action, should consider their
decision not to be an Opt-Out Claimant.

                      No Solicitation

The Creditors' Committee will not solicit votes on the Plan from
holders of Classified Priority Claims, Secured Claims,
Subordinated Claims and Equity Interests because these
Claimholders are either Unimpaired or deemed to reject the Plan.
Ballots will not be transmitted to them, Mr. Gulkowitz says.

                     Voting Procedures

After reviewing the Disclosure Statement, each Voting Party is
instructed to:

   * vote using the enclosed form of ballot;

   * check the box to accept or reject the Plan;

   * check the box to opt out of assigning D&O Litigation Claims
     and Creditor Litigation Claims to RGH; and

   * return the Ballot in the pre-addressed envelope.

Voting Parties must allow ample time for the Ballot to be
received by the Record Holder and processed on a Master Ballot.
Ballots must be sent to the Voting Agent:

              Bankruptcy Services LLC
              c/o Financial Balloting Group
              757 Third Avenue
              New York, New York
              10017-2072
              Attention: Reliance Group Holdings

The Voting Agent must receive Ballots and Master Ballots by
October 28, 2005 by 4:00 p.m. (Prevailing Eastern time).

               Substitution of Contract Party

In accordance with the First Amended Plan's provisions for
assumption and rejection of executory contracts, the Liquidating
Trust will be substituted for RGH and the Creditors' Committee.
The Liquidating Trust will perform and succeed to all of RGH's
and the Creditors' Committee's rights and obligations under the
Assumed Contracts, including the RGH/RFSC Settlement Term Sheet,
the PA Settlement Agreement, the Senior Secured Credit Agreement,
the Tax Sharing Agreement and the D&O Settlement Agreement.

Additionally, the Liquidating Trust will be substituted as a
party for the Bank Committee and will perform and succeed to all
of the Bank Committee's rights and obligations under the PA
Settlement Agreement, except to the extent the rights and
obligations have been, or are to be, performed or succeeded to by
Reorganized RFSC.

                          Releases

Subject to the occurrence of the "effective date," as that term
is used in the D&O Settlement, the release by RGH will include,
but will not be limited to, the release of the current and former
directors, officers and employees of RGH and RFSC, to the extent
provided for in the D&O Settlement, of the D&O Litigation Claims
and the Creditor Litigation Claims assigned to RGH pursuant to
the Plan.

Nothing in the First Amended Plan is intended to affect the
continued prosecution of any former or pending actions being
prosecuted by the Liquidator, other than to give effect to the
Mutual Release attached to the D&O Settlement Agreement, or to
affect the capacity of the Liquidator to prosecute any other
claims or causes of action in the future other than those held by
the Liquidator as a result of being a creditor of RGH.

A full-text copy of the Creditors' Committee's First Amended Plan
of Reorganization for RGH is available for free at
http://ResearchArchives.com/t/s?23b

A full-text copy of the First Amended Disclosure Statement
accompanying the Plan is available for free at
http://ResearchArchives.com/t/s?23c

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 82; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REVLON INC: Registers Common Stock for $250 Million IPO
-------------------------------------------------------
Revlon, Inc., filed a Registration Statement with the Securities
and Exchange Commission for the sale of its Class A shares of
common stock.  The aggregate initial public offering price of all
securities that may be offered pursuant to the Prospectus filed
with the SEC will not exceed $250 million.

The net proceeds will be used for general corporate purposes,
including the repayment of outstanding debt, for working capital
or capital expenditures.

Revlon is currently authorized to issue:

   * 900 million shares of Revlon Class A common stock, par value
     $.01 per share,

   * 200 million shares of its Class B common stock, or Revlon
     Class B common stock, par value $.01 per share; and

   * 20 million shares of preferred stock, par value $.01 per

As of June 30, 2005, Revlon had outstanding:

   -- 340,175,694 shares of Revlon Class A common stock; and
   -- 31,250,000 shares of Revlon Class B common stock;

all of which are currently owned by MacAndrews & Forbes.

The holders of Revlon Class A common stock and Revlon Class B
common stock are entitled to receive dividends and other
distributions as may be declared by Revlon's board of directors
out of assets or funds legally available for that purpose,

The Company's common shares trade at the New York Stock Exchange
under the symbol "REV".  The Company's common shares trade between
$2.94 and $3.10 this month.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?239

Revlon Inc. is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/ Corporate and
investor relations information can be accessed at
http://www.revloninc.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

As of June 30, 2005, Revlon's equity deficit widened to
$1.1 billion from a $1.02 billion deficit at Dec. 31, 2004.


RHODES COMPANIES: Moody's Rates Planned $150 Million Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to The
Rhodes Companies, LLC, including a B1 Corporate Family Rating, a
Ba3 rating on the proposed $450 million senior secured first lien
term loan, and a B1 rating on the proposed $150 million senior
secured second lien term loan.  The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that:

   1) the company will maintain generally level collateral
      coverage through 2007 before beginning gradually to reduce
      debt/total net value in 2008 and beyond; and

   2) the estimated $280+ million of cash on hand after the close
      of the transaction will be used largely for seasonal working
      capital needs and for future land purchases which will be
      added to the collateral package.

The ratings reflect:

   * the company's aggressive pro forma adjusted debt leverage (as
     measured by adjusted debt/capitalization and adjusted
     debt/EBITDA);

   * relatively small size and scale;

   * limited geographic reach and product diversity;

   * some prior indications of speculative excess in the Las Vegas
     housing market; and

   * the cyclical nature of the homebuilding and land development
     industries.

At the same time, the ratings recognize:

   * the significant collateral in the structure (as represented
     by the Cushman & Wakefield asset appraisal of $1.6 billion);

   * the ongoing strength of the Las Vegas housing market;

   * the company's reasonably strong historical track record; and

   * the considerable infrastructure spending completed to date in
     the Rhodes Homes master planned communities.

These ratings were assigned:

   * B1 Corporate Family Rating

   * Ba3 rating on the $450 million five-year senior secured first
     lien term loan

   * B1 rating on the $150 million six-year senior secured second
     lien term loan

All of Rhodes Homes' debt is guaranteed by substantially all the
company's material operating subsidiaries, except entities that
hold unentitled land.

Pro forma for the takedown of $600 million of first and second
lien term loans, repayment of $211 million of existing debt,
addition of $275 million to the company's cash balances, payment
of a $100 million dividend to the owners, and funding of $13.5
million of transaction fees and expenses, the debt leverage
metrics as of year-end 2005 are expected to be approximately:

   * 85% debt/capitalization,
   * 5.9x debt/EBITDA,
   * 28.5% first lien debt/total net value, and
   * 38.3% total debt/total net value.

Adjusted debt metrics as of the same date, after adding $89.5
million to the consolidated debt totals for specific performance
options that the company has in its Tuscany master planned
community, would be approximately:

   * 86% debt/capitalization,
   * 6.7x debt/EBITDA,
   * 34.2% first lien debt/total net value, and
   * 44% total debt/total net value.

The debt/cap and debt/EBITDA metrics, by which traditional
homebuilders are measured, are aggressive for the rating.  The
debt/net value calculations, by which land developers are
measured, are reasonably strong for the rating.

Founded in 1992, Rhodes Homes conducts land development and
homebuilding operations in two master planned communities and one
planned area development in Las Vegas and is building a base for
developing a Las Vegas bedroom community in Kingman, Arizona.
This geographic concentration, plus the company's relatively
limited product and price point diversity as well as its overall
small relative size, make the company more susceptible to a
cyclical industry downturn and/or regional downturn than its much
larger competitors.

The Las Vegas housing market has experienced very rapid price
appreciation in recent years, most significantly in the past two
years.  As a result, speculative buying and flipping have
increased, leading to an increase in the number of resales on the
market that are competing with new home sales and causing at least
one homebuilder (Pulte) to have to give back some of its 2004
price increases in order to drive cancellation rates back down to
more normal levels.  Rhodes Homes was affected by the fallout from
the Pulte action, saw its own cancellation rates soar, and had
fewer deliveries and lower revenues and EBITDA in 2004 as compared
to 2003.  The company has since instituted stiffer underwriting
and down payment requirements and has seen a strong recovery in
year-to-date 2005 results.

On the plus side, Rhodes Homes' land and home inventory was valued
by Cushman & Wakefield in September 2005 at a Total Net Value of
approximately $1.6 billion.  As a result, substantial collateral
protection for both the first and second lien term loans.

Las Vegas has consistently been one of the strongest residential
housing markets in the country with lot supply being constrained
by the timing of land sales by the Bureau of Land Management,
which is the dominant land owner in the area.

The company's two largest master planned communities, Rhodes Ranch
and Tuscany, have been under development since the mid-1990's.  To
date, the company has invested approximately $335 million in land,
infrastructure buildup, and amenities.

Rhodes Homes' pre-transaction metrics were very strong for the
ratings, with:

   * interest coverage rising from 4x to 11x;

   * debt/capitalization falling from 77% to 62%;

   * debt/EBITDA declining from 3.8x to 3.4x; and

   * gross margins soaring from 37% to 49% over the three-year
     period 2002-2004.

The $450 million senior secured first lien term loan will mature
in 2010 and will benefit from a first lien on substantially all
the property of The Rhodes Companies, LLC and its co-borrowers,
excepting entities that hold unentitled land.  In addition, there
will be a 100% excess cash flow sweep in place until half of the
total debt outstanding at closing is repaid and total debt/total
net value falls below 30% (i.e., when the "trigger date" is
reached), at which point the excess cash flow sweep drops down to
a 50% rate.  A tight restricted payments basket, which permits
distributions to pay the taxes of the owners plus up to an
additional $2.5 million per year until the trigger date is reached
(after which distributions can be up to half of excess cash flow),
offers additional protection.

The $150 million senior secured second lien term loan will mature
in 2011 and benefit from a second lien on substantially all of the
property of The Rhodes Companies, LLC and its co-borrowers,
excepting entities that hold unentitled land.  In addition, there
will be additional financial covenants, governing both loans, in
the form of first lien debt and total debt/total net value tests
and a Cash EBITDA/Cash Interest coverage test.  These additional
covenants are still being negotiated.

Going forward, the ratings and outlook would be strengthened by:

   * a significant build-up in the company's equity base;
   * successful diversification into other markets; and/or
   * a permanent reduction in the company's debt leverage metrics.

The ratings and outlook would be stressed by:

   * a misstep in the company's expansion process;

   * a significant increase in debt leverage; or

   * use of the $280+ million current cash balances for anything
     other than seasonal working capital needs and additional land
     purchases that would be added to the collateral package.

Headquartered in Las Vegas, Nevada, The Rhodes Companies, LLC and
its co-borrowers (Heritage Land Company, LLC and Rhodes Ranch
General Partnership) comprise the largest private community
developer and homebuilder in Las Vegas.  Projected revenues and
EBITDA for the year that will end December 31, 2005 are $262
million and $103 million, respectively.


RISK MANAGEMENT: Has Until Nov. 4 to Decide on Leases
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, extended until Nov. 4, 2005, the period within
which Risk Management Alternatives, Inc., and its debtor-
affiliates can elect to assume, assume and assign, or reject 20
unexpired non-residential real property leases.

The Debtors told the Bankruptcy Court that they have been unable
to sufficiently review the importance of these leases to their
reorganization because they have focused their time on operating
their businesses and negotiating a sale of substantially all of
their assets to NCO Group, Inc.

Matthew A. Salerno, Esq., at McDonald Hopkins Co., LPA, related
that the leases are essential assets of the Debtors' estates and
integral to the continued operation of their businesses in the
face of an impending sale.  Mr. Salerno explains that the
extension will give the Debtors more time to make an intelligent
decision as to which of these leases to assume or reject.

The Debtors assured the Bankruptcy Court that the requested
extension will not prejudice any of their lessors because they are
current and will continue to pay all postpetition rent.

A list of the Debtor's unexpired non-residential real property
leases is available for free at:

              http://researcharchives.com/t/s?11c

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


RISK MANAGEMENT: Removal Period Stretched to April 7
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
extended to Apr. 7, 2006, the period in which Risk Management
Alternatives, Inc., and its debtor-affiliates' can remove
prepetition civil actions pending in various state and federal
courts.

The Debtors told the Court that during the early stages of their
chapter 11 cases, they were unable to have an opportunity to
evaluate the actions and determine which they will seek to remove.
The Debtors said that following their filings, they focused their
energy and resources on:

    * streamlining their business operations; and

    * maintaining their relationships with their vendors and
      customers.

Most recently, the Debtors said, they have been focused on
negotiating and preparing for a sale of substantially all of their
assets.

The Debtors told the Court that the extension will afford them
sufficient opportunity to make fully informed decisions concerning
the removal of each action.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


S.S. SEEDING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S.S. Seeding, Inc.
        22704 Melia Road
        Gretna, Nebraska 68028

Bankruptcy Case No.: 05-84160

Type of Business: The Debtor is a seeding, farming, and
                  erosion control sub-contractor.

Chapter 11 Petition Date: October 4, 2005

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Howard T. Duncan, Esq.
                  Howard T. Duncan, P.C., L.L.O.
                  1910 South 72nd Street, Suite 304
                  Omaha, Nebraska 68124-1734
                  Tel: (402) 391-4904
                  Fax: (402) 391-0088

Total Assets: $768,705

Total Debts:  $1,529,980

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of Bennington            Machinery, fixtures,      $620,000
12212 North 156th Street      equipment & supplies
Bennington, NE 68007          Value of security:
                              $451,705

John Deere Credit             Machinery, fixtures,      $187,711
P.O. Box 6600                 equipment & supplies
Johnston, IA 501316600        Value of security:
                              $451,705

Burlington Employees Credit   Machinery, fixtures,      $104,938
Union                         equipment & supplies
4302 Gibson Road              Value of security:
Omaha, NE 68107               $451,705

Wiles Bros Fertilizer Inc.                               $95,000

John Deere Credit             Multiple accounts          $72,148

Metro Health Service FCU      Machinery, fixtures,       $58,684
                              equipment & supplies
                              Value of security:
                              $451,705

Stock Seed Farms Inc.                                    $40,000

Central Valley Ag                                        $38,844

Farm Plan                                                $36,390

Precision Agronomy LLC                                   $12,773

Great American Insurance Group                            $8,677

Monke Bros Fertilizer                                     $6,700

Crocker Huck Kasher Dewitt                                $6,466

Chase AgriCredit System                                   $6,181

Johnson Farm Equipment                                    $5,659

Roger Gerdes                                              $5,000

Allied Insurance                                          $3,973

McClymont Inplement Inc.                                  $3,891

Thomas Kunc and Black LLP                                 $3,000

HCI Distribution                                          $2,258


SAINT VINCENTS: Court Allows Govt. Fund Reallocation
----------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York granted Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates request to:

   (a) modify an application for a government grant to obtain
       $700,000, which sum was originally earmarked for employee
       retraining and to which, as a result of the closing of St.
       Mary's Hospital in Brooklyn, New York, the Debtors would
       not otherwise be entitled;

   (b) transfer $700,000 to the League/1199 SEIU Training and
       Upgrading Fund and the Registered Nurse Training and
       Upgrading Fund, to facilitate the retraining of union
       employees from St. Mary's; and

   (c) cooperate in the reallocation of $600,000 of the grant to
       institutions other than St. Mary's to support training of
       former St. Mary's employees who are currently enrolled in
       nursing, radiology, physician assistant, and social work
       programs.

As reported in the Troubled Company Reporter, the Community Health
Care Conversion Demonstration Project grants are available to
support workforce retraining, primary care expansion and other
initiatives, which will enable hospitals and their community-
based partners to transition to a managed care environment

Due to the closure of St. Mary's the Debtors had asked for the re-
allocation of the funds to other hospitals who will be responsible
of funding the participation of former St. Mary's employees
currently enrolled in nursing and other programs.

                          Clarifications

At the behest of the New York State Department of Health, the
Debtors provided these clarifications in connection with the
proposed transfer.

   (a) Before the DOH reallocates any portion of the funds
       awarded to St. Mary's Hospital of Brooklyn, New York, by
       the Community Health Care Conversion Demonstration Project
       the DOH has to have approval from the League/1199 SEIU
       Training and Upgrading Fund and the Registered Nurse
       Training and Upgrading Fund of the reallocation, and
       receive documentation from the Hospital that it incurred
       infrastructure spending prior to St. Mary's closure and
       during the applicable contract period for the CHCCDP
       Grant;

   (b) The reallocation of the grant funds is subject to the
       DOH's review of the reallocation request and supporting
       documentation in conformance with the terms, conditions
       and operational protocols of the CHCCDP;

   (c) With respect to the Debtors' intent to cooperate
       with the DOH and others in the hope that $600,000 of the
       CHCCDP Grant can be allocated to other hospitals, the
       Debtors understand that:

       -- funds are allocated to institutions that provide
          training and are not directly allocated to individual
          employees;

       -- as a result, the funds will not necessarily follow the
          former St. Mary's Hospital employees; and

       -- any reallocation of the $600,000 will be made in
          conformance with the terms, conditions and operational
          protocols of the CHCCDP;

   (d) Unless the grant is reallocated as the Debtors intend
       to request, those funds will be "forfeited."  That, with
       respect to the $700,000, the process will ensure that an
       equal amount of value will be directed to the former
       employees of St. Mary's.  The Debtors do not suggest that
       the funds would not be utilized to support the CHCCDP
       program generally; and

   (e) Any of the St. Mary's CHCCDP Grant that they do not use
       will be reallocated to other hospitals in conformance with
       the terms, conditions and operational protocols of CHCCDP.

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


SAINT VINCENTS: K. Falk Wants St. Mary's Closure Order Stayed
-------------------------------------------------------------
Kenneth Falk asks the U.S. Bankruptcy Court for the Southern
District of New York to stay its previous order approving the
closure of St. Mary's Hospital of Brooklyn, New York, until the
hearing of an Order to Show Cause dated September 23, 2005.

As reported in the Troubled Company Reporter St. Mary's approved
closure plan calls for the phased closing of all services at the
facility by October 4, with the exception of the outpatient family
health center located at the hospital, which will transition
patients over 60-90 days to one of the other family health
centers.

As approved by DOH, the hospital will immediately curtail
admissions to St. Mary's, stop scheduling surgeries and begin the
process of compressing and closing inpatient departments.

                   Mr. Falk's Objection

The death rate in Brownsville, Brooklyn, is 31% higher than all of
New York, yet St. Mary's and Brookdale are the only two hospitals
in that community, Mr. Falk explained in a handwritten letter,
dated Sept. 28, 2005.

"The rate of deaths for infants was 12.2 deaths per 1000 births.
More will die," he says.

Mr. Falk has attached to the Stay Request an assortment of maps,
correspondence and newspaper articles relating to the closure of
St. Mary's Hospital.

Among the correspondence is a letter, dated September 30, 2005,
from Khidmah Corporation to the Court expressing an interest and
an ability "to purchase St. Mary's Hospital in its entirety" for
$25 million.

In the September 30 Letter, Lateef Sadiq, president of Khidmah,
said the company has a $3 million housing project on 1515-27 St.
Johns place.  Mr. Sadiq said Khidmah has funds to purchase St.
Mary's Hospital.  He promised to show financial proof if the
Court allots Khidmah time to contact its bankers.

Mr. Sadiq said he has communicated with members of the Brooklyn
Safety Net, Gerard Connelly, CEO of St. Mary's Hospital and
Eugene Colon, legal advisor of St. Vincent's Hospital.  He even
signed a confidentiality letter in July, but St. Vincent's never
contacted him.

                         Debtors Respond

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the unverified "offer" by Khidmah merely seeks
to bootstrap onto the failed Brooklyn Safety Net proposal.

Mr. Troop reiterates that the BSN proposal was not in the best
interest of the Debtors' estates because, among other reasons:

   (a) there was significant risk that the New York State
       Department of Health would not approve a license to BSN
       for the continued operation of St. Mary's; and

   (b) BSN did not appear to fully apprehend the operational
       requirements of owning and operating an acute care
       facility, including the cost and provision of malpractice
       insurance and receivables financing.

According to Mr. Troop, SVCMC could not be expected to bear these
costs without, at a minimum, BSN funding St. Mary's $500,000-a-
week losses.

On the other hand, SVCMC would need to obtain a purchase price
for St. Mary's Hospital of at least $65 million to offset the
likely base economic benefits to the estates from proceeding with
the proposed closure of the Hospital and the sale of its campus.

Mr. Troop says closing the Hospital would result to gross
proceeds of:

   -- $25 million from the sale of the St. Mary's campus based
      on current negotiations with a financially capable
      developer;

   -- $25 million in present value based on the $3 million per
      year income stream to be received by SVCMC from the
      behavioral health outpatient clinics to be retained and
      operated by SVCMC after St. Mary's closure; and

   -- $15 million in realizable value from the $20 million in
      accounts receivable.

Mr. Troop explains that while the Khidmah Letter could be
construed as reducing the execution risk that BSN could actually
raise $25 million, it does not address fundamental problems with
the BSN proposal, that is, BSN has not demonstrated the ability
to obtain regulatory approval to operate a hospital and the BSN
proposal is at least $20 million too low for SVCMC, consistent
with its fiduciary duties to creditors, to accept.

Mr. Troop notes that Khidmah failed to provide that it has a
license to run or has experience running a hospital.

Accordingly, the Debtors did not pursue Khidmah; they pursued
possible transactions with other entities that could continue
operations of the Hospital with some certainty.

Nevertheless, the Debtors' investment bankers, Cain Brothers &
Company, LLC, have contacted Lateef Sadiq, the president of
Khidmah, to coordinate the execution of a nondisclosure agreement
and access to the Debtors' "virtual" data room so that Khidmah
may participate in the auction for the St. Mary's campus, Mr.
Troop informs the Court.

In the event Khidmah is the highest and best bidder for the St.
Mary's campus, it will be free, subject to regulatory approval,
to seek to re-open the hospital, according to Mr. Troop.

Mr. Troop maintains that nothing raised by the Stay Request
justifies a change of course.  Thus, it should be denied.

Mr. Troop also notes that the Debtors have reviewed the docket of
their chapter 11 cases and cannot locate an order to show cause
filed.  Presumably, Mr. Troop says, the "order to show cause" to
which the Stay Request refers is the unsigned and undated
Reconsideration Request, which has already been denied.

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)


SAN BENITO HEALTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: San Benito Health Care I L.L.C.
        dba Dolly Vinsant Memorial Hospital
        P.O. Box 42
        San Benito, Texas 78586

Bankruptcy Case No.: 05-11412

Type of Business: The Debtor operates a hospital located in
                  San Benito, Texas.

Chapter 11 Petition Date: October 7, 2005

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Richard S. Hoffman, Esq.
                  Andarza & Hoffman, PC
                  500 West 16th Street, Suite 103
                  Austin, Texas 78701
                  Tel: (956) 544-2345
                  Fax: (512) 322-9802

Total Assets: $4,200,000

Total Debts:  $2,029,986

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hibernia National Bank        Business expenses         $794,883
P.O. Box 1911
San Benito, TX

GE Capital Health Care        Medical supplies          $168,511
P.O. Box 641419
Pittsburg, PA

M Power Retail Energy         Utilities                  $79,274
P.O. Box 203811
Houston, TX

Pharmasource Healthcare       Medical supplies           $77,984
4936 Blazer Parkway
Dublin, OH

Regions Leasing               Business expense           $72,946
P.O. Box 1203
Montgomery, AL

Emergency Care Specialist     Medical supplies           $70,500
500 West Cypress Creek
Fort Lauderdale, FL

Travcorps Cross Country       Staffing expense           $65,245
Staffing
c/o Paul Wilson
323 West Cano
Edinburg, TX 78539

San Benito ISD                Property taxes             $53,170
P.O. Box 651109
Salt Lake City, UT

Tony Yzaguirre Jr. - TA       Taxes                      $41,985
964 East Harrison
Brownsville, TX

Texas Hospital Insurance      Business expense           $41,880
P.O. Box 14626
Austin, TX

Valley Nuclear Inc.           Medical supplies           $38,152
1101 Pamela Dr.
Mission, TX

Blue Cross and Blue Shield    Business expense           $32,154
P.O. Box 1186
Chicago, IL

Ownes Minor Inc.              Medical supplies           $31,284
P.O. Box 84142
Dallas, TX

Medical Capital Reco          Medical expenses           $29,318
P.O. Box 6457
Austin, TX

Transhealth LLC               Medical supplies           $25,996
5121 Maryland Way, Suite 301
Brentwood, TN

American Investigation                                   $25,427
275 Kings Highway, Suite 108
Brownsville, TX

Alcon Laboratories            Medical expenses           $23,944
P.O. Box 954425
Dallas, TX

South Star Ambulance          Medical supplies           $23,300
P.O. Box 1677
Weslaco, TX

SBC                           Utilities                  $21,778
PO Box 930170
Dallas, TX 75393-0170

Clinical Pathology Lab        Medical equipment          $18,679
P.O. Box 141669
Austin, TX


SATMEX: White & Case Partner Thomas Heather Appointed as Mediator
-----------------------------------------------------------------
White & Case partner Thomas S. Heather has been appointed by
Mexico's Communications Ministry to serve as mediator in the
complex restructuring of Satmex, the Mexican satellite company, in
order to accelerate the insolvency process.  The matter is
considered to be one of the first major Mexico-US cross-border
insolvency cases.

"Satmex has until October 31 to present a draft restructuring plan
in the New York court.  Failing to meet the deadline without some
show of advancement could result in the case being reheard before
Judge Robert Drain of US Bankruptcy Court of the Southern District
of New York where creditors had filed an involuntary Chapter 11
proceeding, but was then dismissed," Mr. Heather said.  "Such
litigation could be costly in many ways to all parties involved,
so my job is to help move the process forward as efficiently as
possible with a plan that works for everyone."

Mr. Heather, who is based in White & Case's Mexico City office,
has more than 20 years experience in the areas of restructurings,
mergers and acquisitions, banking, securities and corporate
governance.  A co-founder and immediate past chair of the Mexican
Mediation Institute, Heather chairs the Financial Law Section of
the Mexican Bar Association and is a member of the Board of the
Mexican Institute of Corporate Governance. In addition, Heather
has been at the forefront of significant alternative dispute
resolution and trade-related initiatives. He participated in the
NAFTA negotiations with respect to the Financial Services Chapter,
and has been selected on several occasions as an arbitrator by the
ICC Court of International Arbitration in Paris. He has served on
several boards of leading corporations and financial institutions
and has lectured extensively in Mexico and in the US. The Mexican
magazine Lawyers World (El Mundo del Abogado) named him one of
"Mexico's Top 100 Lawyers-2005."

Mr. Heather's first task will be to oversee the proof of claims
process to make sure all the creditors' claims have been properly
identified and are valid.  Mr. Heather will also oversee Satmex's
financial reporting as agreed upon by the company and its
creditors, who are mostly US-based investors.  Mexican law does
not require companies undergoing reorganization to make any
information available to creditors, which is unacceptable to
Satmex's US investors.

The Mexican government is a shareholder of Satmex, a creditor of a
Satmex holding company, a regulator of the satellite industry as
well as the owner of the satellite concession that is the key to
Satmex's business.  Both the creditors and Satmex's shareholders
have been frustrated by the lack of progress in the restructuring
talks, which is why the Ministry made the bold move of appointing
an experienced insolvency lawyer with significant cross-border
experience to jumpstart the negotiations.

Court documents indicate that one reason for the breakdown in
talks has been the Mexican government desire to include the
menoscabo, a conditional indebtedness incurred by Satmex's parent
on behalf of the Mexican government which allowed the new owners
of SatMex to leverage their investment in a previously debt-free
company.

"All issues related to the complex bankruptcy must be analyzed
carefully from each stakeholders' point of view.  This will be no
easy task given that there is a parallel US proceeding in New
York, SatMex has several concessions to deal with and the company
itself is vital to keeping Mexico operating effectively due to
SatMex's communications purpose.  Resolving the matter is also
compounded by the fact that creditors hold both private and
publicly placed debt in the US capital markets and the bankruptcy
involves a number of complex issues in multiple jurisdictions
involving different agencies even within Mexico," Mr. Heather
said.

                        About White & Case

White & Case recently was involved in another milestone bankruptcy
in Mexico, representing paper conglomerate Corporacion Durango,
S.A. de C.V. in its restructuring of more than $800 million of
unsecured debt, marking the largest reorganization to date under
Mexico's new bankruptcy act.

With more than 150 restructuring and bankruptcy lawyers in 25
countries, White & Case has long been recognized as a leader in
complex cross-border insolvencies and workouts such as the Satmex
matter.  The Firm is serving as key advisors and litigators in
some of the most high-profile restructurings, including Asia Pulp
& Paper, SK Global, United Pan-Europe Communications and Mirant,
generally regarded as one the of most complex Chapter 11 cases in
recent years with pre-petition litigation that includes more than
200 matters with a total value exceeding $20 billion.

White & Case LLP is a leading global law firm with nearly 1,900
lawyers in 38 offices in 25 countries.  Our clients value both the
breadth of our network and depth of our US, English and local law
capabilities in each of our offices and rely on us for their
complex cross-border commercial and financial transactions and for
international arbitration and litigation.  Whether in established
or emerging markets, the hallmark of White & Case is our complete
dedication to the business priorities and legal needs of our
clients.

                        About Satmex

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V. --
http://www.satmex.com/-- is the leading provider of fixed
satellite services in Mexico and is expanding its services to
become a leading provider of fixed satellite services throughout
Latin America.  Satmex provides transponder capacity to customers
for distribution of network and cable television programming and
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice and
video applications, as well as satellite internet services.  The
Debtor is an affiliate of Loral Space & Communications Ltd., which
filed for chapter 11 protection on July 15, 2003 (Bankr. S.D.N.Y.
Case No. 03-41710).  Some holders of prepetition debt securities
filed an involuntary chapter 11 petition against the Debtor on May
25, 2005 (Bankr. S.D.N.Y. Case No. 05-13862).  The Debtor, through
Sergio Autrey Maza, the Foreign Representative, Chief Executive
Officer and Chairman of the Board of Directors of Satmex filed an
ancillary proceeding on Aug. 4, 2005 (S.D.N.Y. Case No. 05-16103).
Matthew Scott Barr, Esq., Luc A. Despins, Esq., Paul D. Malek,
Esq., and Jeffrey K. Milton, Esq., at Milbank, Tweed, Hadley &
McCloy LLP represent the Debtor.  When the Debtor filed an
ancillary proceeding, it listed $900,000,000 in assets and
$688,000,000 in debts.


SAVVIS INC: Has Until Apr. 3 to Regain Nasdaq Compliance
--------------------------------------------------------
SAVVIS, Inc. (NASDAQ:SVVS) received a letter from The Nasdaq Stock
Market advising that the company has 180 days, until April 3,
2006, to regain compliance with The Nasdaq SmallCap Market's $1.00
minimum bid price rule.

The grace period is extendable by another 180 days, to Oct. 2,
2006, if SAVVIS meets certain other listing requirements.  If the
company does not regain compliance within the allotted period,
Nasdaq will send the company a notice that it is subject to a
delisting from Nasdaq, which SAVVIS would be able to appeal to a
Nasdaq Listing Qualifications Panel.

SAVVIS received the notification because the bid price of SAVVIS'
common stock closed below $1.00 per share for 30 consecutive
business days.  Under NASD Marketplace Rules, $1.00 per share is
the minimum required for continued listing.  If, at any time
during the grace period, the bid price of the company's common
stock closes at $1.00 per share or more for at least ten
consecutive business days, Nasdaq will notify the company that it
complies with the Rule.  SAVVIS has existing stockholder
authorization for both a one-for-fifteen and a one-for-twenty
reverse split of its outstanding common stock.

SAVVIS, Inc. (NASDAQ:SVVS) -- http://www.savvis.net/-- is a
global IT utility services provider that focuses exclusively on IT
solutions for businesses. With an IT services platform that
extends to 47 countries, SAVVIS has over 5,000 enterprise
customers and leads the industry in delivering secure, reliable,
and scalable hosting, network, and application services. These
solutions enable customers to focus on their core business while
SAVVIS ensures the quality of their IT systems and operations.
SAVVIS' strategic approach combines virtualization technology, a
global network and 24 data centers, and automated management and
provisioning systems.

At June 30, 2005, SAVVIS Inc.'s balance sheet showed a
$106,176,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


SELF-SUFFICIENCY: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Self-Sufficiency Through Housing & Economic Development
        aka SHED
        3939 North Freeway
        Houston, Texas 77022

Bankruptcy Case No.: 05-46900

Type of Business: The Debtor provides low-income housing.

Chapter 11 Petition Date: October 4, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Pete W. Weston, Esq.
                  Law Offices of Pete W. Weston
                  3100 Weslayan, Suite 250
                  Houston, Texas 77027
                  Tel: (713) 623-4242
                  Fax: (713) 623-2042

Total Assets: $4,384,700

Total Debts:  $2,542,971

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Harris County                    Judgment               $266,000
1310 Prairie, Suite 880
Houston, TX 77002

Evans & Kosut, PC                Legal services          $44,500
616 FM 1960 West, Suite 400
Houston, TX 77090

Wells Fargo                      Credit line             $44,100
Business Line
P.O. Box 348750
Sacramento, CA 95834

Chase Small Business             Credit line             $32,500

Reliant Energy                   Trade debt              $20,500

City of Houston                  Water and sewer         $11,300

Home Depot Commercial            Trade debt              $10,300

CitiCorp Credit Services, Inc.   Trade debt              $10,000

Citi Bank                                                 $9,100

Chase                            Trade debt               $7,732

Unicare Life & Health            Trade debt               $3,398

Bank of America                  Trade debt               $2,089

Office Depot                     Trade debt               $1,300

Republic Waste Services          Trade debt                 $800

Capital One, F.S.B.              Trade debt                 $351

United Collection Bureau, Inc.   Trade debt                   $1


SOLUTIA INC: Expands Therminol Manufacturing in China
-----------------------------------------------------
Solutia Therminol Co. Ltd., a subsidiary of Solutia Inc. (OTC
Bulletin Board: SOLUQ), has officially opened a new Therminol(R)
heat transfer fluid manufacturing facility in Suzhou, China, in a
joint venture with Jiangsu Suhua Group Co., Ltd.

More than doubling the production capacity of Solutia's original
manufacturing plant, the new facility will support China's rapidly
growing market for heat transfer fluids.  "This facility will
enable Solutia to meet the needs of our current and future
customers in China by ensuring that production capacity is aligned
with market demand," said Dale Kline, global business director for
Specialty Fluids.

Since 1995, Solutia has become China's leading provider of
products and services related to heat transfer fluids.  "We are
extremely pleased with the reception Therminol has received in
China.  This expansion represents a key component of our global
strategy and our long-term commitment to serve our Chinese
customers, partners and employees," Kline said.

For its expansion, Solutia selected Suzhou as a location that is
well positioned to meet customers' current and emerging heat
transfer fluid product, customer service and technical service
needs.  "Our ability to provide locally produced products and
services to the same exacting standards as our other worldwide
manufacturing facilities sets Solutia apart," said Sam Yiu,
general manager of Solutia Therminol Co. Ltd. "Our expanded
production capacity will enhance customers' confidence that they
are buying the best high temperature heat transfer fluids in the
world."

Demand for Therminol heat transfer fluids has increased steadily
in China since production started there 10 years ago.
Construction on the newly opened facility began in 2003.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Declares Force Majeure on Certain Nylon Products
-------------------------------------------------------------
Solutia Inc. (OTCBB: SOLUQ) declared force majeure for certain
products within its Integrated Nylon Division.

Hurricane Rita has caused raw material and utility supply
limitations, and some of Solutia's suppliers have declared force
majeure.  The hurricane and supply limitations have impacted
manufacturing operations throughout Solutia's Integrated Nylon
Division.  As a result of the supply limitations, Solutia is
allocating available supply of certain products during the force
majeure period.

Solutia has contacted customers and is actively managing the
situation to mitigate the effects of this interruption in supply
on its operations and customer deliveries.  However, the duration
of the force majeure period and the potential financial impact of
this situation on the company are unknown at this time.

In order to alleviate the potential financial impact of this
situation on its liquidity, Solutia will retain a portion of its
net proceeds from the sale of Astaris LLC, its 50/50 joint venture
with FMC Corporation, rather than using all of these proceeds to
partially pay down the term loan portion of its debtor-in-
possession financing.  As a result, Solutia anticipates it will be
able to maintain liquidity consistent with levels experienced thus
far during 2005.  Closing of the Astaris sale is subject to
various conditions and contingencies, including regulatory and
Bankruptcy Court approval, all of which are expected to be
satisfied by mid November.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


SOUPER SALAD: Wants to Employ Padgett Stratemann as Auditor
-----------------------------------------------------------
Souper Salad Inc. asks the U.S. Bankruptcy Court for the District
of Arizona for permission to employ Padgett, Stratemann & Co.,
LLP, as its auditor.

The Debtor wants Padgett Stratemann to provide audit services in
connection with the company's 401(k) Plan.  As approved by the
Court, the Debtor was permitted to honor all prepetition
employee's obligations and continue past practices under the
Debtor's 401(k) Plan in order to retain employees and preserve
employee morale.

Padgett Stratemann will be paid $7,500 fee for its services, plus
out of pocket expenses.  The audit services to be provided by the
firm are appropriate for proper continuation of the Debtor's
401(k) Plan.

David R. Waddell, at Marcum & Kleigman, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in San Antonio, Texas, Souper Salad Inc. --
http://www.soupersalad.com/-- operates an all-you-care-to-eat
soup and salad bar restaurant chain.  The Debtor filed for chapter
11 protection (Bankr. D. Ariz. Case No. 05-10160) on June 6, 2005.
Daniel Collins, Esq., at Collins, May, Potenza, Baran & Gillespie,
P.C., and Mark W. Wege, Esq., at Bracewell Giuliani, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $16,115,715 in assets and
$50,383,179 in debts.


SOUTHERN UNION: Amends Restated Revolving Credit Agreement
----------------------------------------------------------
Southern Union Company entered into a Fourth Amended and Restated
Revolving Credit Agreement with:

   Commitment      Lender
   ----------      ------
   $36,000,000     JPMORGAN CHASE BANK, N.A.,
                      for itself and as Administrative Agent
   $36,000,000     Wachovia Bank, N.A.
   $35,000,000     Bank of America, N.A.
                      for itself and as Syndication Agent
   $25,000,000     UFJ Bank Limited, New York Branch
   $20,000,000     KBC Bank, N.V.
   $20,000,000     Wells Fargo Bank, NA
   $20,000,000     Calyon New York Branch
   $20,000,000     Merrill Lynch Bank USA
   $20,000,000     Sovereign Bank
   $20,000,000     LaSalle Bank N.A.
   $20,000,000     The Bank of Tokyo-Mitsubishi, Ltd.
   $19,000,000     UMB Bank, N.A.
   $15,000,000     Bayerische Landesbank, Cayman Islands Branch
   $15,000,000     Credit Suisse, Cayman Islands Branch
   $15,000,000     PNC Bank, National Association
   $15,000,000     Sumitomo Mitsui Banking Corporation
   $15,000,000     Mizuho Corporate Bank (USA)
   $12,000,000     Bank of China, New York Branch
   $12,000,000     Royal Bank of Canada
    $5,000,000     Bank of Communications, New York Branch
    $5,000,000     Chinatrust Commercial Bank, New York Branch
  ------------
  $400,000,000
  ============
                           Amendments

The Agreement extends the maturity of the existing credit facility
by one year to May 28, 2010, and modified the pricing grid linking
the cost of borrowings to the company's credit rating.

Currently, Moody's Investor Service, Inc., rates the Company's
senior unsecured debt at Baa3.  If the company's credit rating
rises to BB+, the interest rate will fall by 25 basis points.

As full-text copy of the Fourth Amended to the Credit Agreement is
available for free at http://ResearchArchives.com/t/s?237

Southern Union Company -- http://www.southernunionco.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50 percent interest in and
operates the CrossCountry Energy pipelines, which include 100
percent of Transwestern Pipeline Company and 50 percent of Citrus
Corp.  Citrus Corp. owns 100 percent of the Florida Gas
Transmission pipeline system.  Southern Union's pipeline interests
operate approximately 18,000 miles of interstate pipelines that
transport natural gas from the San Juan, Anadarko and Permian
Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas
and the Panhandle regions of Texas and Oklahoma to major markets
in the Southeast, West, Midwest and Great Lakes region.
Through its local distribution companies, Missouri Gas Energy, PG
Energy and New England Gas Company, Southern Union also serves
approximately one million natural gas end-user customers in
Missouri, Pennsylvania, Rhode Island and Massachusetts.


SPIEGEL INC: Alvarez & Marsal Wins 'Turnaround of the Year' Award
-----------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, has been
recognized by the Turnaround Management Association with the
"Large Company Turnaround of the Year" award for its restructuring
of Spiegel, Inc.  William C. Kosturos, CTP, managing director and
co-head of the firm's West region, will be honored at the TMA
Annual Convention, October 18-21, at the Chicago Hilton & Towers.

"We are proud to be recognized by our industry peers for the
turnaround of Spiegel, Inc.," said Mr. Kosturos. "The success of
this restructuring is a testament to the talented team we brought
to the engagement, the value we were able to derive from the
business and the strong working relationships we developed with
company management, the creditors' committee and others who played
a key role in the process."

Founded in 1865 as a home furnishings business, Spiegel expanded
into mail order catalogs and became a pioneer in extending credit
to customers.  But by early 2003, high customer credit card
default rates, plummeting sales and costly overhead had created a
financial crisis of enormous scope and complexity.  The company,
whose merchant operations included Spiegel Catalog, Newport News
and Eddie Bauer, had breached loan covenants, ceased filing
financial statements and was under investigation by multiple U.S.
government authorities.  Alvarez & Marsal was named to lead the
restructuring effort, serving as CEO/CRO and other interim
management roles.

On March 17, 2003, Spiegel filed for bankruptcy protection after
its credit card trust went into default, triggering an immediate
liquidity crisis.  A&M began executing a plan that established a
new credit card program, reduced overhead, closed underperforming
stores, improved merchandising and revamped back-end operations.
Spiegel Catalog and Newport News were sold to investor groups and
a standalone business was created around Eddie Bauer.  Toward the
conclusion of the case, the bankruptcy court judge heralded the
case as "almost a perfect poster child of what Chapter 11 is
designed to be."  Not only was the retailer back in the black, but
it had also built a substantial cash reserve, enabling the company
to progress through the bankruptcy without utilizing its debtor-
in-possession financing.

On the heels of greatly improved comp store sales and earnings
performance, Eddie Bauer Holdings exited bankruptcy in June of
2005.   Spiegel's unsecured creditors recovered in excess of 90%
of claims, receiving 100% of Eddie Bauer Holdings equity and the
remainder in cash.  Over the course of the case, Spiegel's cash
balance had grown from $35 million to $327 million and when
combined with exit financing and other settlements, the resulting
cash payout to creditors was in excess of $730 million.

This marks the second win for Alvarez & Marsal in the "Large
Company Turnaround" category from the TMA. Alvarez & Marsal was
recognized for its work on Warnaco in 2003. The criteria to
qualify for the "Large Company Turnaround" category is $300
million USD or greater. The TMA recognizes industry leaders who
are outstanding examples of how using a unique set of skills in
operations, management, and finance can turn around a company once
thought to be unsalvageable.

                     About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a
leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Employing a
unique hands-on approach, the firm works closely with clients to
improve performance, identify and resolve problems and unlock
value for stakeholders. Founded in 1983, Alvarez & Marsal draws on
a strong operational heritage in providing services including
turnaround management consulting, crisis and interim management,
performance improvement, creditor advisory, financial advisory,
dispute analysis and forensics, tax advisory, real estate advisory
and business consulting.  A network of seasoned professionals in
locations across the US, Europe, Asia and Latin America, enables
the firm to deliver on its proven reputation for leadership,
problem solving and value creation.

                         About Spiegel

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.


SPIKES ENTERPRISES: U.S. Trustee Wants Chapter 11 Case Dismissed
----------------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Northern District of Georgia to dismiss
Spikes Enterprises, Inc.'s chapter 11 case.

The Justice Department official says that the Debtor has not
fulfilled its duties as debtor-in-possession.  Specifically, the
Debtor:

    (1) has not filed monthly reports;
    (2) has not filed a plan of reorganization; and
    (3) has not paid quarterly fees.

The U.S. Trustee offers the Court an alternative equally
acceptable to her: convert to a chapter 7 liquidation.

Headquartered in Fayetteville, Georgia, Spikes Enterprises is a
Kentucky Fried Chicken franchisee.  The Company filed for chapter
11 protection on June 6, 2005 (Bankr. N.D. Ga. Case No. 05-17180).
Paul Reece Marr, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million to $10 million and
estimated debts between $500,000 to $1 million.


STANDARD PACIFIC: Fitch Rates Sr. Unsecured Debt at BB
------------------------------------------------------
Fitch Ratings initiates ratings on Standard Pacific Corp.
(NYSE:SPF).  Fitch assigns a 'BB' rating to the senior unsecured
debt.  The rating applies to approximately $1.1 billion in
outstanding senior notes and Standard Pacific's revolving credit
agreement.  A rating of 'B+' has been assigned to the company's
outstanding $150 million senior subordinated notes.  The Issuer
Default Rating is 'BB'. The Rating Outlook is Positive.

Ratings for Standard Pacific are based on the company's successful
execution of its business model, relatively conservative land
policies, and geographic and product line diversity.  The company
has been an active consolidator in the homebuilding industry,
which has contributed to the above-average growth during the past
four years, but has kept debt levels a bit higher than its peers
in recent years.  Management has also exhibited an ability to
quickly and successfully integrate its acquisitions.  In any case,
now that the company has reached current scale there may be
somewhat less use of acquisitions going forward and acquisitions
may be smaller relative to Standard Pacific's current size.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest the company's aggressive yet controlled growth strategy,
and Standard Pacific's capitalization, size, and still heavy
(although diminished) exposure to California markets.

The company's EBITDA, EBIT, and FFO to interest ratios tend to be
somewhat below the average public homebuilder, as does inventory
turnover.  Standard Pacific's leverage is somewhat higher and
debt-to-EBITDA ratio is slightly below the averages of its peers.
However, the company's margins are substantially above the average
of other public builders.

Although the company has certainly benefited from the generally
strong housing market of recent years, a degree of profit
enhancement is also attributed to purchasing, design, and
engineering, access to capital, and other scale economies that
have been captured by the large national and regional public
homebuilders in relation to non-public builders.

These economies, the company's presale operating strategy, and a
return on equity and assets orientation provide the framework to
soften the margin impact of declining market conditions in
comparison to previous cycles.  Standard Pacific's ratio of sales
value of backlog to debt during the past few years has ranged
between 1.6 times (x) to 2.1x and is currently 2.1x - a
comfortable cushion.

Standard Pacific employs conservative land and construction
strategies.  The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.  The company extensively uses a combination of lot
options and joint ventures.

The use of nonspecific performance rolling options gives Standard
Pacific the ability to renegotiate price/terms or void the option,
which limits downside risk in market downturns and provides the
opportunity to hold land with minimal investment.  At present
25.4% of its lots are controlled through options and 16.7% are
controlled in JVs.  A high percentage of its homes are pre-sold,
especially in California.

Fitch views Standard Pacific's partnerships and JVs to be
strategically and financially material to the company's
operations.  However, the manageable leverage levels and the
supply of land in attractive markets held in the partnerships
mitigate this risk to some extent.  The company's unconsolidated
homebuilding and land development JV leverage was 47.0% at the end
of second-quarter 2005.  Standard Pacific's homebuilding leverage
was 44.9%.  Adjusting for off-balance-sheet commitments, Standard
Pacific's adjusted homebuilding debt to adjusted capital was
50.9%.

Standard Pacific has pursued growth opportunities within and
adjacent to existing markets.  The company has also diversified
geographically during the past few years by expanding into some of
the largest homebuilding markets in the United States.  Since
1998, it has expanded through acquisition into Arizona, Colorado,
Florida, and the Carolinas.  Each of the acquisitions included
substantial strategic lot inventories as well as experienced
management teams.  As a result of these acquisitions, Standard
Pacific's non-California divisions represented over 60% of homes
delivered in 2004, compared to just over 20% of deliveries in
1997.

Standard Pacific renewed its revolving line of credit on Aug. 31,
2005.  The term was extended four years to Aug. 31, 2009; the
facility increased from $600 million to $925 million.  The
facility includes an accordion feature allowing the company to
increase the commitment to $1.1 billion.  As of June 30, 2005, the
company had $150 million in debt outstanding on its revolving
credit facility and $65.4 million in letters of credit
outstanding.  As of second-quarter end, Standard Pacific had $7.1
million in cash and equivalents and $384.6 million available under
the $600 million revolving credit facility, adjusting for letters
of credit.

The company has purchased modest to moderate amounts of stock in
the past and has repurchased $6.9 million of common stock so far
in 2005.  As of June 30, 2005, $44.3 million was authorized for
future share repurchase.


STAR GAS: Commodity Price Concerns Prompt Fitch To Junk Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded Star Gas Partners, L.P.'s
$265 million principal amount of 10.25% senior unsecured notes due
2013 (co-issued with its special purpose financing subsidiary Star
Gas Finance Company) to 'CCC' from 'B-'.  The Rating Outlook is
Negative.

The securities are removed from Rating Watch Negative where they
were placed on Feb. 9, 2005, following reports of deterioration of
Star Gas' heating oil business.

Today's rating action primarily reflects Fitch's concern that high
prices for home heating oil entering the winter heating season
will put additional strain on the company's already weak financial
profile and inhibit ongoing efforts to improve operating results.

Current spot prices of approximately $2.00 per gallon are about
40% higher than this time last year.  As a result, already high
levels of customer attrition, price-induced conservation, and
margin compression could worsen.

Fitch is also concerned with the adequacy of Star Gas' liquidity
provided under its $260 million secured revolving credit facility
to manage its supply and collateral requirements.  Higher
commodity prices increase working capital needs and heighten the
likelihood that the company will draw from the remaining proceeds
from the sale of its propane operations to buy heating oil and not
apply the cash proceeds to debt reduction.  Based on the company's
June 30, 2005 Form 10Q, $93.2 million remained available to
repurchase Star Gas senior notes.

The company has disclosed it is evaluating its near-term and
short-term liquidity position with external financial advisers.
Fitch is not cognizant of any specific findings or recommendations
based on these evaluations nor the implications to creditors.
Fitch will continue to monitor operating and financial results as
they are disclosed by the company.  A continuation of current
operating trends could lead to further negative rating actions.


TAJ INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Taj Investments, Inc.
        dba Executive Inn
        fka Best Value Inn
        3222 Airways Boulevard
        Memphis, Tennessee 38116

Bankruptcy Case No.: 05-36257

Type of Business: The Debtor operates a hotel located in
                  Memphis, Tennessee.

Chapter 11 Petition Date: October 5, 2005

Court: Western District of Tennessee (Memphis)

Judge: William Houston Brown

Debtor's Counsel: Ellen B. Vergos, Esq.
                  Martin, Tate, Morrow & Marston, P.C.
                  6410 Poplar Avenue, Suite 1000
                  International Place, Tower II
                  Memphis, Tennessee 38119-4843
                  Tel: (901) 522-9000
                  Fax: (901) 527-3746

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
BLX Capital, LLC                 123 room hotel,      $1,347,926
645 Madison Avenue               rents leases,
19th floor                       receivables
New York, NY 10022               3222 Airways Blvd.,
                                 Memphis, TN
                                 Value of security:
                                 $1,250,000

Business Loan Center, LLC        123 room hotel       $1,207,000
645 Madison Avenue               3222 Airways Blvd.,
19th floor                       Memphis TN, rents,
New York, NY 10022               leases & receivables
                                 Value of security:
                                 $1,250,000

Bob Patterson, Trustee           County property        $111,816
P.O. Box 2751                    taxes
Memphis, TN 381012751

City of Memphis                                         $104,059

City of Memphis                  Personal property       $28,505
                                 taxes penalties
                                 interest

Bob Patterson, Trustee                                   $20,996

Memphis Light Gas and Water      Utilities                $8,949

ASSA ABLOY Hospitatlity Inc.     Locks                    $5,173

Xspedius                                                    $902

Waste Connections of Tennessee   Trash pickup               $729

Time Warner Cable                                           $651

Computel                         Computer services          $232


TARGA RESOURCES: Moody's Rates $350 Million Sr. Unsec. Notes at B2
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Targa
Resources, Inc., a provider of midstream natural gas and natural
gas liquids services.  Moody's assigned a Ba3 corporate family
rating to Targa, a Ba3 rating to its proposed $2.4 billion senior
secured credit facilities (consisting of a $1.15 billion senior
secured term loan facility, a $700 million asset sale bridge loan
facility, a $250 million revolving credit facility, and a $300
million synthetic letter of credit facility), and a B2 rating to
its proposed $350 million of senior unsecured notes (consisting of
senior unsecured floating rate notes and senior unsecured fixed
rate notes in amounts to be determined).

Proceeds from the proposed offerings, combined with $315 million
of expected equity contributions from Targa's private equity
sponsor, will be used primarily to fund the acquisition of Dynegy
Midstream Services, Limited Partnership from Dynegy, Inc. for
$2.35 billion.  The acquisition is expected to close at the end of
October 2005 (all comments below pertain to Targa pro forma for
the DMS transaction).  The rating outlook is stable.

The ratings are restrained by:

   1) very high leverage;

   2) the company's limited operating history;

   3) the integration risks associated with the DMS transaction,
      which is a significant transformation for the company;

   4) risks associated with the natural gas gathering and
      processing business in general including risks associated
      with commodity price changes, volume declines in areas where
      the company operates, and competition from other companies
      in the business, several of which have significant financial
      resources;

   5) concerns about the damage inflicted by recent hurricanes on
      the company's assets and potentially medium- and long-term
      financial performance despite what appears to be adequate
      insurance; and

   6) execution risk associated with the company's proposed sale
      of the North Texas assets.

The ratings are supported by:

   1) the company's size and scale, which makes it one of the
      largest integrated companies in the midstream sector;

   2) expected de-leveraging over the near-term based on the
      proposed sale of the North Texas assets;

   3) expected de-leveraging over the medium-term based on free
      cash flow which is supported by the company's contract
      profile and hedging positions that help mitigate the risks
      of potential changes in commodity prices, in addition to
      relatively low levels of maintenance capital expenditures;

   4) the company's seasoned management team which has a
      successful track record in the midstream sector; and

   5) the company's position in attractive areas of oil and gas
      production where drilling activity is active.

The stable outlook reflects Moody's expectation of a successful
integration of the DMS acquisition and execution of the company's
plans to sell the North Texas assets for net proceeds of at least
$700 million.  Should Targa be unable to or, for any reason,
decide not to sell the North Texas assets by June 30, 2006, the
ratings will likely be lowered.  Also, financial performance below
expectations or other distrations that prevent the company from
reducing Debt/Adjusted EBITDA to less than 5.0x by the end of 2006
could have negative rating implications.  Conversely, financial
performance above expectations combined with the achievement of
the company's de-leveraging plans could have positive ratings
implications.

Targa was formed in 2004 and began substantive operations with an
acquisition of midstream natural gas assets from ConocoPhillips in
April 2004.  With the acquisition of DMS, Targa will become a
large-scale, integrated midstream energy company with:

   * 12,090 miles of owned and operated natural gas and natural
     gas liquids pipelines;

   * significant natural gas gathering systems;

   * 21 natural gas processing plants (15 of which are
     company-operated);

   * 12 terminals;

   * net NGL fractionation capacity of 299 Mbbls per day; and

   * NGL storage capacity of 122 Mmbbls.

This is a transforming deal for Targa and given the size of the
transaction and the nature of the business, there are significant
integration risks including:

   * potential difficulties with systems integration;

   * strains on internal controls; and

   * the effects of DMS being part of a smaller entity with high
     growth expectations and a need to prove itself.

After the DMS acquisition, Targa will have two divisions:

1) Natural Gas Gathering and Processing; and
2) NGL Logistics and Marketing.

The Natural Gas Gathering and Processing division consists of the
company's gathering systems and processing plants and constitutes
approximately 70-75% of the company's total gross margin.  The NGL
Logistics and Marketing division consists of the company's natural
gas fractionation, storage and terminalling, refinery services,
wholesale propane marketing, and NGL distribution and marketing
businesses and constitutes the remaining 25-30% of the company's
total gross margin.

A significant part of Targa's post-closing de-leveraging plan
depends on the sale of the North Texas assets.  The North Texas
assets consist of two wholly owned natural gas processing plants
(Chico and Shackelford) and an associated gathering system located
in the Fort Worth Basin.  Even though these assets are
attractively positioned, the company does not have other
infrastructure in the area and believes that the assets' growth
potential would offer significant value to third parties and
therefore command a high multiple.

Targa expects that the sale of these assets will generate proceeds
above those required to repay the $700 million asset sale bridge
loan facility.  The terms of the senior secured credit facilities
require that 100% of the first $700 million of sale proceeds be
used to pay off the asset sale bridge loan facility.  After that,
50% of sales proceeds between $700 million and $850 million and
25% above $850 million will be required to repay the term loan
facility.  Sales proceeds not required to be used for mandatory
repayment will be available as an permitted distribution to equity
holders.  Given the high likelihood of a sale in light of the
attractive nature of the assets, Moody's factored in the sale of
the assets and associated debt repayment in arriving at Targa's
Ba3 corporate family rating.

Several of DMS' facilities were severely damaged as a result of
the recent hurricanes.  Three of DMS' facilities in the region
were damaged as a result of Hurricane Katrina including:

   * the Yscloskey processing plant (ownership interest, 25.6%);

   * the VESCO complex (ownership interest, 22.9%); and

   * the non-operated Toca processing plant (ownership interest,
     11.6%).

Based on the latest information available, it will likely be
several months before the plants return to service.  Preliminary
assessments of the effects of Hurricane Rita indicate some
flooding and wind damage to DMS' Barracuda and Stingray processing
plants (all wholly owned) in southern Louisiana and potentially to
DMS' gathering systems in the Gulf of Mexico.  Dynegy carries
business interruption insurance that will transfer to Targa upon
closing of the transaction.  Dynegy will retain the deductible
with respect to business interruption insurance which consists of
a waiting period of 30 days for onshore facilities.

Even though Targa will have what appears to be adequate insurance
coverage, Moody's has some concerns about the potentially medium-
and long-term effects of the hurricane damage as some of the inlet
volumes lost may never be restored or may potentially be diverted
elsewhere if repairs at the facilities take a long time.  However,
Moody's observes that the income generated by the facilities (on a
net basis) relative to the overall company is modest and that the
negative effects from the hurricanes, at least in the near-term,
have led to a higher commodity price environment which is
benefiting the company elsewhere.

DMS has several significant commercial contracts with Chevron, its
largest customer.  On the gathering and processing side of the
business, Chevron has dedicated substantially all of its natural
gas production, on a life-of-field basis, in the Permian Basin and
Gulf of Mexico to DMS (these volumes constitute approximately 25-
30% of DMS' natural gas gathered for processing).  In September
2006, each party has the right to renegotiate the pricing
provisions of these contracts if they no longer reflect current
market conditions.  Accordingly, there is a risk of potential
margin erosion if the pricing provisions in these contracts are
revised downward.  While this is a risk, Moody's notes that the
company receives the benefit of having a meaningful portion of its
business coming from dedicated areas and that pricing provisions
are renegotiated at market rates.

In addition to DMS' contracts with Chevron for gathering and
processing, DMS also has contracts with Chevron to provide
refinery services (NGL logistics, feedstock supply, and marketing
activities) for several refineries and a contract to sell NGLs to
Chevron Phillips Chemical (CPC).  The refinery services contracts
may be terminated or re-negotiated in September 2006 and yearly
thereafter and the contracts with CPC may be terminated in
September 2008 and yearly thereafter with two years' advance
notice.  Given the established relationships that DMS has with
Chevron (also considering that most, if not all, of the employees
providing these services currently will become Targa employees as
a result of the acquisition) and the difficulties associated with
switching to other service providers, it is unlikely these
contracts will be terminated.

Like all midstream natural gas companies, Targa's financial
performance can be expected to fluctuate with commodity prices.
Price cycles account for much of the industry's relatively poor
performance in 2002 as well as the significant upswing in recent
periods.  These cycles can be fleeting and hard to predict over
even short periods.  Although Targa's performance is affected by
the prices of natural gas, NGLs, and the spreads between them, its
contract profile and hedging program help to reduce volatility.

Pro forma for the DMS acquisition and the sale of the North Texas
assets, approximately 50-55% of the company's total gross margin
and 80% of the company's gathering and processing gross margin is
priced under percentage-of-proceeds contracts.  The margin earned
under these contracts fluctuates with the prices of natural gas
and NGLs.  In order to protect its margin under such contracts,
Targa has hedged approximately 70-85% of its equity natural gas
and NGL volumes through 2009 (excluding volumes associated with
the North Texas assets).  Previously, hedging NGL price exposure
required the use of "dirty" or "proxy" hedges using crude oil
contracts based on the correlations between the prices of crude
oil and NGLs; however, Targa has arranged to hedge the specific
components of its NGL production which provides better price
protection.

Approximately 5-6% of the company's gathering and processing gross
margin comes from keep-whole contracts, which expose the company
to the risk of negative frac spreads (the spread between natural
gas and NGLs) which it is largely able to mitigate by bypassing
processing.  Another 8-10% of the company's gathering and
processing gross margin comes from hybrid contracts that operate
like a percent-of-liquids contract in times of favorable
processing economics and a fee-based contract in times of
unfavorable processing economics.  The rest of the company's
gathering and processing gross margin comes from fee-based
contracts that involve little or no commodity price risk.

Aside from its gathering and processing business, the company's
NGL logistics and marketing business varies with commodity prices
as many of those contracts price based on margin and also volumes
are affected by the amount of gas processed which is dependent on
frac spreads.  Thus, as frac spreads tighten or turn negative,
Targa's straddle plants and other plants owned by third parties
process less gas, reducing volumes feeding into its fractionation
facilities and also reduce the volumes available for marketing.

Overall, Moody's believes that the company's exposure to commodity
prices is manageable.  The company's contract profile and hedging
positions improve predictability and provides for a tighter range
of expected financial performance.

Pro forma for the DMS acquisition and the sale of the North Texas
assets, Targa's Adjusted EBITDA was approximately $281 million for
the LTM period ended June 30, 2005.  Relative to pro forma debt of
$1.5 billion (which assumes the asset sale bridge loan facility is
paid off), Targa's Debt/Adjusted EBITDA was approximately 5.3x,
which is elevated for the company's rating category.  Pro forma
assuming the sale of the North Texas assets does not occur,
Debt/Adjusted EBITDA was approximately 6.3x for the same period,
which is out of range for the company's rating category.

Looking ahead to 2006, Moody's expects that Targa will generate
pro forma Adjusted EBITDA (excluding the North Texas assets) in
the $300 million to $325 million range, assuming supportive
commodity prices and a positive frac spread, which should
translate into Debt/Adjusted EBITDA in the 4.5x-5.0x range by the
end of 2006 which is somewhat elevated relative to Ba3-rated
peers.  Our expectations for Targa's Debt/Adjusted EBITDA on a
longer term basis is in the 4.0x-4.5x range.

Targa's Adjusted EBITDA/Interest, pro forma for the DMS
acquisition and the sale of the North Texas assets, was
approximately 2.5x for the LTM period ended June 30, 2005 and is
expected be in the 2.5x to 3.0x range next year, which is somewhat
low for the company's rating category.  As of June 30, 2005,
Targa's Debt/Book Capitalization was approximately 77% on a pro
forma basis (assuming the sale of the North Texas assets for $700
million), which is on the high end for Ba-rated peers.

At closing, which is prior to the planned sale of the North Texas
assets, Targa's pro forma Debt/Book Capitalization is expected to
be approximately 83% (excluding any unrealized losses recognized
in earnings or through accumulated OCI associated with the hedges
put in place in connection with the DMS acquisition), which
reflects the fact that approximately 87% of the purchase price of
the DMS acquisition is being financed with debt.

The senior secured credit facilities are not notched up from the
corporate family rating because they constitute the preponderance
of the company's debt structure.  The senior unsecured notes are
double-notched down from the corporate family rating to reflect
Moody's expectations of a much lower recovery in the event of
default.  Including the entire $250 million revolving credit
facility (currently expected to be undrawn at closing) but
excluding the $300 million synthetic letter of credit facility,
Targa's secured debt is expected to be approximately $2.1 billion
(86% of total debt) prior to the sale of the North Texas sale and
$1.4 billion (80% of total debt) after the sale.

There is no structural subordination currently as there is no debt
outstanding at any of Targa's operating subsidiaries.  Both the
notes and the senior secured credit facilities are guaranteed by
Targa's material operating subsidiaries with the exception of
Versado Gas Processors, L.L.C. (ownership interest, 63%) and Cedar
Bayou Fractionators, L.P. (ownership interest, 88%).

The ratings are subject to Moody's review of final documentation.

In summary, these ratings have been assigned to Targa with a
stable outlook:

   1) Proposed $1.15 billion senior secured term loan facility,
      rated Ba3

   2) Proposed $700 million asset sale bridge loan facility,
      rated Ba3

   3) Proposed $250 million revolving credit facility, rated Ba3

   4) Proposed $300 million synthetic letter of credit facility,
      rated Ba3

   5) Proposed $350 million of senior unsecured floating rate
      notes and senior unsecured fixed rate notes (in amounts to
      be determined), both due 2013, rated B2

   6) Corporate family rating, Ba3

Targa Resources, Inc. is headquartered in Houston, Texas.


TECHNEGLAS INC: Judge Hoffman Confirms Chapter 11 Plan
------------------------------------------------------
The Honorable John E. Hoffman Jr. of the U.S. Bankruptcy Court for
the Southern District of Ohio confirmed on Friday, the First
Amended Joint Plan of Reorganization filed by Techneglas, Inc.,
and its debtor-affiliates.  Judge Hoffman put his stamp of
approval on the Amended Disclosure Statement on Aug. 25, 2005.

Judge Hoffman determined that the Plan met the 13 standards for
confirmation required under Section 1129(a) of the Bankruptcy
Code.

                      About the Plan

The Amended Joint Plan consists of five components.

The first component provides Techneglas with the option of:

   a) creating a single Post Confirmation Entity for liquidating
      through prosecution, settlement or other disposition,
      Claims, Causes of Action, receivables, rights to payment of
      Techneglas, and other non-real estate assets; or

   b) liquidating its non-real estate assets directly through
      Reorganized Techneglas.  The Post Confirmation Entity or
      Reorganized Techneglas will fund distributions to all
      Techneglas Non-NEG Creditors.

The second component provides for the establishment of NEG
Distribution NewCo, which will be created in the discretion of
Techneglas as an ongoing business, wholly owned by NEG, created on
the Effective Date that will:

   a) receive the Distribution Assets, and

   b) except as otherwise provided in the Plan, receive all of
      the assets that remain in the Reorganized Techneglas or
      Post Confirmation Entity, including any residual assets
      from the Real Estate Entity, following distributions to
      Techneglas Non-NEG Creditors; provided, however, in the
      event that there are no assets that are Distribution
      Assets, all assets that would otherwise be distributed to
      NEG Distribution NewCo will be distributed to NEG.

The third component is the creation of a Real Estate Entity, to
which Techneglas will transfer, for use and disposition, real
estate assets that have not been sold as of the Effective Date and
that may potentially be subject to environmental liability and
certain other assets sufficient to manage that real estate pending
its sale.

The fourth and fifth components are the continuation of the
businesses of NEG Ohio and NEG America, as Reorganized NEG Ohio
and Reorganized NEG America, which will fund distributions to
all NEG Ohio Creditors and NEG America Creditors, respectively.

                Treatment of Claims and Interests
                      for Techneglas Inc.

Secured Claims, Other Priority Claims and Union Priority Claims
will be paid in full after the Effective Date.  PBGC Claims will
be paid after the Effective Date, a distribution of Cash amounting
to 100% of $34,530,000 minus any amounts received by the PBCG or
contributed to the Hourly Plan pursuant to any Court order entered
prior to the Distribution Date.

Other Unsecured Claims will be paid:

   1) 63.5% of the amount of their Allowed Claims; plus

   2) 3.5% of the Allowed Claim, if the Plan is confirmed
      prior to Sept. 15, 2005, or if there is a Court order
      entered prior to Sept. 15, 2005, in the Techneglas
      chapter 11 case that has not been stayed, authorizing the
      contribution of $17 million into the Hourly Plan or the
      payment of that amount to the PBGC; plus

   3) if the total amount of Other Unsecured Claim Allowed Claims
      is less than $23,630,000; the difference between
      $23,630,000 and the total amount of Other Unsecured Claim
      Allowed Claims, multiplied by the percentage of the dollar
      amount of Other Unsecured Allowed Claims held by Third
      Party Claimants, multiplied by 63.5% if the condition of
      subparagraph (2) has not been satisfied, and 67% if that
      condition has been satisfied.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TENNESSEE VALLEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tennessee Valley Press, Inc.
        11 East Moulton Street
        Decatur, Alabama 35601

Bankruptcy Case No.: 05-85657

Type of Business: The Debtor is a printing company.

Chapter 11 Petition Date: October 7, 2005

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Cynthia R. Slate-Cook, Esq.
                  Slate, Cook & Waters
                  P.O. Box 1344
                  Decatur, Alabama 35602
                  Tel: (256) 353-7912

Total Assets: $155,400

Total Debts:  $1,126,581

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Johnson Partnership           Capital loan              $325,000
P.O. Box 1115
Decatur, AL 35602

IRS/Special Procedures        941 taxes                 $200,000
801 Tom Martin Drive
Room 126
Birmingham, AL 35202

Athens Paper                  Open account               $99,500
9312 A. Madison Boulevard
Madison, AL 35758

Heritage Bank                 Douctech machinery         $45,000
                              ten years old; not
                              working and in
                              several pieces; to
                              be surrendered to
                              Heritage Bank
                              Value of security:
                              $500

State of Alabama              Taxes                      $30,000
Department of Revenue

Tarpon Paper                  Open account               $26,612

Southtrust Bank Card          Open account               $20,943

Enovation                     Open account               $16,853

MBNA American Quantum         Open account               $15,906

Vaughn Printing               Open account               $14,867

MBNA America                  Open account               $12,000

Academy Looseleaf             Open account               $11,860

Overnite Transport            Judgment                   $11,268

Overnite Transportation       Open account               $11,000

Academy Looseleaf & Binder    Lawsuit/colelction          $9,600

Chase                         Open account                $8,568

First USA Bank                Open account                $8,302

Kodak Polchrome Graphics      Open account                $8,067

Gibbons & Furman              Legal fees                  $7,700

Lamination Services           Open account                $7,602


TERAFORCE TECHNOLOGY: Court Okays Locke Liddell as Panel's Counsel
------------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, gave the Official
Committee of Unsecured Creditors appointed in Teraforce Technology
Corporation and its debtor-affiliate, DNA Computing Solutions,
Inc.'s chapter 11 cases authority to retain Locke Liddell & Sapp
LLP as its counsel effective Aug. 10, 2005.

As reported in the Troubled Company Reporter on Sept. 8, 2005, the
Committee and Locke Liddell have agreed that the Firm will receive
90% of its normal hourly rates, adjusted from time to time, as
approved by the Court.  Doug Skierski, Esq., a Locke Liddell
associate, discloses that he charges $300 per hour for his
services.

Court documents do not disclose the current hourly rates for other
professionals.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, 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.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TERAFORCE TECHNOLOGY: Ct. OKs GE Fanuc's Purchase of DNA's Assets
-----------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, gave Teraforce
Technology Corporation and its debtor-affiliate, DNA Computing
Solutions, Inc., permission to sell substantially all of DNA
Computing's assets free and clear of liens, claims, interest, and
encumbrance to GE Fanuc Embedded Systems Inc. for $2,895,000.

The Court also approved the asset purchase agreement between the
parties.  GE Fanuc's purchase is subject to the indemnity escrow
of $300,000.

As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, DNA Computing's assets are generally composed of:

    (a) intellectual property and technology, including patents,
        marks, copyrights, etc.;

    (b) inventory;

    (c) equipment;

    (d) rights  under  the Assumed Contracts;

    (e) rights under non-disclosure, non-compete, confidentiality
        or non-solicitation agreements, and Debtors' rights under
        warranties and other documents from third-party sellers or
        providers of services;

    (f) documents and permits; and

    (g) all rights, claims, and causes of action against third
        parties relating to any of the assets.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, 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.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TERAFORCE TECHNOLOGY: Court Okays BKR Cornwell as Tax Accountant
----------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, gave Teraforce
Technology Corporation and its debtor-affiliate, DNA Computing
Solutions, Inc., authority to employ BKR Cornwell Jackson as their
tax accountants.

As reported in the Troubled Company Reporter on Sept. 9, 2005, BKR
Cornwell will prepare and file the Debtors' corporate tax returns
for tax year 2004.

The Debtors tell the Court that BKR Cornwell will be paid $8,950
for its services.  The Debtor discloses that $4,500 was paid
prior to the commencement of services and $4,450 will be payable
after the completion of the tax services.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, 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.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TITAN CRUISE: Cascade Capital Approved as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Titan Cruise Lines and its debtor-affiliate permission to employ
Cascade Capital Group as their financial advisors and investment
bankers.

Cascade Capital will assist the Debtors in evaluating their
business operations and in considering asset dispositions, and in
negotiating and proposing a plan of reorganization.  If a sale of
the Debtors' assets is necessary, Cascade Capital will assist them
with the due diligence process and participate in negotiations for
that proposed sale.

Cascade Capital will also provide all other financial advisory and
investment banking services to the Debtors that are appropriate
and necessary in their chapter 11 cases.

Mark Calvert, C.P.A., a Managing Director of Cascade Capital,
disclosed that his Firm received a $60,000 retainer.

Mr. Calvert reports that Cascade Capital will be paid with:

   1) a Monthly Fee of $10,000 per month;

   2) a Success Fee equal to:

      a) 1% of Enterprise Value, which is the projected EBITDA
         over a 5-year period with a terminal value based upon a
         growth rate the same as the first five years, and to be
         paid only if the Debtors become operationally successful
         or they sustain break even for a period of not less than
         three consecutive months;

      b) 3% of the Enterprise Value if the Debtors are
         successfully reorganized through a chapter 11 plan; and

   3) 2% of the Purchase Price if the Debtors are sold or merged.

Cascade Capital does not represent any interest materially adverse
to the Debtors or their estates.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TITAN CRUISE: Wants Open Ended Deadline to Decide on Leases
-----------------------------------------------------------
Titan Cruise Lines and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Middle District of Florida for an
extension, until the confirmation date of a plan of
reorganization, the period within which they can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors believe that they do not have significant leases
subject to Section 365(d)(4) of the Bankruptcy Code but they are
filing a request to extend their lease decision period out of an
abundance of caution on their part.

The Debtors relate that they do not have the funds to incur large
administrative expenses and they do not wish to assume any leases
or create large administrative claims until the time they have the
funds available to develop a concrete plan of reorganization.

The requested extension is in the best interest of their estates
and their creditors and other parties-in-interest.

The Court will convene a heating at 9:00 a.m., on Oct. 18, 2005,
to consider the Debtor's request.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TITAN GLOBAL: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Titan Global 19, LLC
        P.O. Box 71
        Panama City, Florida 32401

Bankruptcy Case No.: 05-50819

Chapter 11 Petition Date: October 7, 2005

Court: Northern District of Florida (Panama City)

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, Florida 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867

Total Assets: $3,800,000

Total Debts:  $2,406,284

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Emily Dowdy                   Loan                      $341,916
436 McKenzie Avenue
Panama City, FL 32401

Joseph Sergo                  Loan                      $341,916
436 McKenzie Avenue
Panama City, FL 32401

Donna C. Click                Loan                      $154,000
c/o H.L. Perry
2612 West 15th Street
Panama City, FL 32401

Sunshine Kitchens, Inc.       Goods/materials            $22,500
                              purchased

A/C Service of the Panhandle  Services rendered          $12,000
Inc.

Steel City Inc.               Services rendered           $7,300

Custom Glass & Fabricators    Goods/materials             $7,264
                              purchased

Otis Elevator                 Goods/materials             $6,288
                              purchased

Padgett Plumbing              Services rendered           $2,500

Disposal Depot                Services rendered           $1,600


TRUST ADVISORS: Wants to Hire Shipman & Goodwin as Bankr. Counsel
-----------------------------------------------------------------
Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to employ
Shipman & Goodwin LLP as its general bankruptcy counsel.

Shipman & Goodwin will:

   1) advise the Debtor of its rights, powers and duties as a
      Debtor and debtor-in-possession in the continued management
      and operation of its business and property, including the
      management and control of funds in the trust;

   2) advise and assist the Debtor in the negotiation and
      documentation of debt restructuring and its related
      transactions;

   3) advise the Debtor concerning the actions that it might to
      collect and recover property for the benefit of its estates;

   4) prepare on behalf of the Debtor certain necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules and other documents;

   5) counsel the Debtor in connection with the formulation,
      negotiation and promulgation of a plan of reorganization and
      its related documents; and

   6) perform all other legal services to the Debtor that are
      necessary or appropriate in the administration of its
      chapter 11 case.

Ira H. Goldman, Esq., a Partner of Shipman & Goodwin, is one of
the lead attorneys for the Debtor.

Shipman & Goodwin intends to apply with the Court for compensation
for services rendered and reimbursement of expenses incurred post-
petition in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules and the Local Rules of
Bankruptcy Procedures.

Shipman & Goodwin had not yet submitted its retainer amount and
hourly rate of its professionals to the Debtor when the Debtor
filed its request with the Court to employ the Firm as its general
bankruptcy counsel.

Shipman & Goodwin assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and was created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353).
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of more than $100 million.


TRUST ADVISORS: Taps Murray L. Becker as Financial Advisor
----------------------------------------------------------
Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to employ
Murray L. Becker, a Fellow of the Society of Actuaries (FSA) as
its financial advisor and consultant.

Mr. Becker will:

   1) evaluate the Debtor's current investment policy and action
      plan for restoring the Debtor's Plus Fund's assets to book
      value, including underlying support to determine the
      reasonableness of the assumptions used to develop the action
      plan;

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

   3) render expert testimony, as requested by the Debtor from
      time to time, regarding stable value investment issues, the
      feasibility of a plan of reorganization and other related
      matters;

   4) assist the Debtor in complying with the reporting
      requirements of the Office of the U.S. Trustee; and

   5) perform all other financial advisory and consulting services
      as requested by the Debtor from time to time.

Mr. Becker disclosed that he charges $400 per hour for his
services and his advisory and consulting fee is $10,000.

Mr. Becker assures the Court that he does not represent any
interest materially adverse to the Debtor or its estate

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company 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. and Ira H.
Goldman, Esq., at Shipman & Goodwin LLP represent 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.


UAL CORP: Court Grants Open-Ended Deadline to Decide on Leases
--------------------------------------------------------------
The Hon. Eugene Wedoff extends the period within which UAL
Corporation and its debtor-affiliates may assume or reject
unexpired leases through the date wherein a Plan of Reorganization
is confirmed.

By Oct. 21, 2005, the Debtors will file a request to assume
these unexpired leases:

Location                                   Contract
--------                                   --------
Austin Bergstrom Airport       Airport Use & Lease Agreement
Austin Bergstrom Airport       Lease Agreement
Cleveland Airport              Agreement & Lease
Columbus Municipal Airport     Signatory Airline Operating
                               Agreement & Lease
Wayne County Detroit Airport   Airport Use Agreement
McCarran International Airport Lease
Oakland International Airport  Space/Use Permit
Oakland International Airport  Airline Operating Agreement
Portland Airport               Facility Lease
Portland Airport               Amended Facility Lease
Portland Airport               Above-Ground Storage Tank
                               Use Agreement
Portland Airport               Permit 101647 Allocation Agreement
SW Florida Int'l Airport       Fuel System Agreement
John Wayne Airport             Certified Passenger Airline Lease
John Wayne Airport             Club Room Lease
John Wayne Airport             Perimeter Fence License
Tucson Int'l Airport           Airport Use Agreement
Tucson Int'l Airport           License Agreement
Tucson Int'l Airport           Lift Device Use Agreement

The Debtors also have until Oct. 21, 2005, to file a request to
reject their unexpired lease for Terminal and Cargo Space with the
Southwest Florida International Airport.

The Debtors' request to assume and reject the unexpired leases
will be heard by Nov. 18, 2005.

The Debtors agree to conditionally assume any Municipal Bond
Lease relating to the adversary proceeding they commenced against
the City and County of Denver, Colorado, and the California
Statewide Communities Development Authority Special Facilities
Lease Bonds with respect to the San Francisco Municipal Bonds.
The order does not prejudice any rights or claims of parties
involved in the Municipal Bond Litigation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Says Wells Fargo Prevents Sr. Tranche Notes' Purchase
---------------------------------------------------------------
On July 28, 2005, UAL Corporation and its debtor-affiliates
purchased the Junior Tranches of the 1997-1 EETC from
Kreditanstalt fur Wiederaufbau.  Completion of the transaction
gave the Debtors the right to purchase the Senior Tranche with 10
days' written notice.

In August 2005, the Debtors notified Wells Fargo Bank -- as
Trustee of the Pass Through Trust Agreement -- that they intended
to purchase the Senior Tranche.  To consummate the purchase, the
Debtors stood ready to deposit the purchase price into an account
designated by Wells Fargo.  Judge Wedoff authorized the Debtors
to purchase the Senior Tranche on August 8, 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, relates that although the Debtors were ready to pay the
purchase price, Wells Fargo prevented consummation of the
transaction.  Specifically, Wells Fargo refused to designate an
account into which the Debtors could deposit their payment.

Wells Fargo argued that the Debtors' proposed purchase price was
insufficient.  Wells Fargo claimed that the Debtors used an
incorrect interest rate to calculate the purchase price and
related interest.  Wells Fargo alleged that a New York statutory
judgment rate of 9% should apply, rather than the applicable
Senior Tranche interest rate of LIBOR plus 22 basis points.  Mr.
Sprayregen notes that the interest rate discrepancy would inflate
the purchase price by around $65,000,000.

Against this backdrop, the Debtors ask the Court to:

   (1) declare that, as rightful owner of all Junior Tranches in
       the 1997-1 EETC Transaction, they have the right to
       purchase the Senior Tranche, and that the purchase price,
       calculated in accordance with the Transactional Documents,
       is $292,225,804.  They ask the Court to declare that Wells
       Fargo, as Trustee, is obligated to provide an account for
       the Debtors to deposit the purchase price, and that each
       Senior Tranche Holder, by its acceptance of the purchase
       price, agrees to sell the Debtors their Senior Tranche
       Certificates.  The Debtors should also be declared
       rightful owner of the Senior Tranche Certificates upon
       acceptance of the purchase Price.

   (2) order specific performance of the Pass Through Trust
       Agreement to effectuate the Debtors' purchase of the
       Senior Tranche.  The Debtors ask the Court to direct Wells
       Fargo to designate an account in which to deposit the
       purchase price.  Wells Fargo should be compelled to treat
       the Debtors as the sole owner of the Senior Tranche
       Certificates.

   (3) compel turnover of property of the Debtors' estate.
       Specifically, the Debtors ask the Court to order Wells
       Fargo to deliver the right, title and interest of each
       Senior Tranche Certificate.

   (4) issue a mandatory injunction ordering Wells Fargo to
       designate an account for the Debtors to deposit the
       purchase price.  Wells Fargo should treat the Debtors as
       the sole owner of the Senior Tranche and comply with its
       obligations pursuant to the buyout procedure of the Pass
       Through Trust Agreement.

               Wells Fargo Wants Complaint Dismissed

Wells Fargo Bank serves as Pass Through Trustee for the Class A
Certificates, Class B Certificates, Class C Certificates and
Class D Certificates.  The Pass Through Trust Agreement was
entered into in December of 1997 as part of the 1997-1 Enhanced
Equipment Trust Certificates, to finance 14 aircraft.

According to Franklin H. Top, III, Esq., at Chapman and Cutler,
in Chicago, Illinois, an Intercreditor Agreement governs the
rights of each Class of Certificates and details the payment
waterfall under different scenarios.  As per the Intercreditor
Agreement, a "Triggering Event" occurred when the Debtors filed
for bankruptcy.  The Triggering Event required the Debtors to
first pay amounts outstanding to the Liquidity Provider, then pay
the Trusts, which would pass the payments to the holders of the
Class A, Class B, Class C and Class D Certificates, in that
order.

Mr. Top recounts that at all relevant times, the Debtors have
held the Class D Certificates.  On July 28, 2005, the Debtors
purport to have purchased the Class B and Class C Certificates.
On August 2, 2005, the Debtors sent a Purchase Notice to Wells
Fargo alleging the right to purchase the Class A Certificates.
The Debtors accuse Wells Fargo of preventing completion of the
transaction.  Mr. Top finds it ironic that the Debtors, after
defaulting on the Equipment Notes and Indentures, want to enforce
a provision of the transactional documents.

"The Debtors' action against Wells Fargo violates the terms of
the Pass Through Trust Agreement," Mr. Top asserts.

Specifically, Mr. Top notes that:

   * The Pass Through Trust Agreement contains a No Action
     Provision, which limits costly and expensive litigation and
     ensures that security holders are treated in accordance with
     their ratable interest in the Trust.

   * The Debtors are required to advise Wells Fargo of the
     alleged defaults under the Pass Through Trust Agreement and
     ask Wells Fargo to bring an action against the Class A Pass
     Through Trust.  The Debtors may only bring an action if
     Wells Fargo refuses to do so on their behalf within 60 days.

   * The Debtors failed to purchase the Class A Certificates in
     compliance with the Pass Through Trust Agreement.  The
     Debtors were required to purchase the Class A Certificates
     while simultaneously purchasing the Class B and Class C
     Certificates.  Mr. Top speculates that the Debtors "overpaid
     for the B and C Certificates and are now trying to
     shortchange the holders of the Class A Certificates."

The Debtors' failure to make these purchases simultaneously is
fatal to the ability to purchase the Class A Certificates, Mr.
Top asserts.  The Debtors' bankruptcy filing initiated a
Triggering Event, which required payments on Class A Certificates
prior to payments on subordinate Certificates.  The Debtors'
purchase of the Class B and Class C certificates represents
payments in violation of the distributive scheme of the Trust.

Mr. Top points out that the simultaneous purchase requirement
reflects the intent of the Trust.  Wells Fargo need not surrender
the Class A Certificates if the purchaser does not comply with
the Pass Through Trust Agreement.  Since the Debtors did not
comply with the simultaneous purchase provision, the Class B
Certificateholders' option to purchase the Class A Certificates
has expired.  The Court cannot order the Class A
Certificateholders to turn over their notes.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Court Sets Tentative Claims Resolutions Schedule
----------------------------------------------------------
As previously reported, more than 40,000 claims asserting over
$3,600,000,000,000 against UAL Corporation and its debtor-
affiliates estates have been filed.

The Debtors have eliminated more than 25,000 claims, reducing the
face amount on the claims register to approximately
$45,000,000,000.  The Debtors continue to resolve outstanding
claims to maximize distributions and to minimize the reserve for
disputed claims.

                         URPBPA Responds

Frank Cummings, Esq., at LeBoeuf, Lamb, Greene & MacRae, in
Washington, D.C., asserts that the Pension Benefit Guaranty
Corporation is violating the allocation scheme and recovery ratio
of the Employee Retirement Income Security Act by assigning 45%
of its claims against the Debtors back to the Debtors.

Members of the United Retired Pilots Benefit Protection
Association are entitled to assert a claim against the Debtors
for the PBGC's 45% reassignment, Mr. Cummings explains.

               Debtors' Stand on the PBGC Claim

James J. Mazza, Jr., Esq., at Kirkland & Ellis, in Chicago,
Illinois, notes that the Pension Benefit Guaranty Corporation
wants an extra month to litigate the unfunded liability claim.
However, the Debtors' proposed four-month allocation is "more
than adequate time to resolve the issue prior to confirmation."

Under the proposed schedule, Mr. Mazza notes that the Debtors
will not have to hold back a disproportionate and unnecessary
amount of distributions in a disputed claim reserve, which could
impact the trading price of the Debtors' securities.  Although
there are no objections to the PBGC claim yet, the Official
Committee of Unsecured Creditors has been conducting analysis and
has retained an expert to provide valuation assistance.  The
actuarial calculation of PBGC's claim may be complex.  However,
the proper discount rate has been litigated in several previous
bankruptcy cases.

Mr. Mazza maintains that the Court's determination of the PBGC
Claim before exit will provide parties with some certainty
regarding a disputed claim reserve, even if an appeal is filed.
The scheduling of a trial on PBGC's claim at or before
confirmation increases the chances for a consensual resolution.

                          *     *     *

Judge Wedoff sets this schedule for:

(1) The Pension Benefit Guaranty Corporation Claim:

            Date          Event
            ----          -----
     September 23, 2005   PBGC Claim Objection Deadline

     October 14, 2005     Deadline to reply in support of PBGC
                          Claim

     October 18, 2005     Deadline to file pretrial statement

     October 21, 2005     PBGC Claim pretrial conference

    Any party that does not object to allowance of the PBGC Claim
    by the PBGC Claim Objection Deadline will be deemed to have
    forever waived any alleged right to object to the allowance
    of the Claim.  If no objections are filed with respect to the
    PBGC Claim prior to the PBGC Claim Objection Deadline, then
    the PBGC Claim will be allowed, and any purported third-party
    reservation to object to the allowance will be extinguished.

(2) The 9/11 Claims:

            Date          Event
            ----          -----
     October 7, 2005      9/11 Claims Objection Deadline

     October 28, 2005     Reply deadline for 9/11 Claimants to
                          support 9/11 Claims

     November 18, 2005    9/11 Claims pretrial conference

    Any objection to 9/11 Claims should contain any legal
    arguments that 9/11 Claims may not be asserted against the
    Debtors' estates as a matter of law.  Any replies in support
    of 9/11 Claims should include any legal argument opposing
    the position.

"All dates set forth in this Order are tentative and subject to
change," Judge Wedoff states.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Equity Panel Gets Court Nod to Hire Houlihan Lokey
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
the Statutory Committee of Equity Security Holders appointed in
USG Corporation and its debtor-affiliates' chapter 11 cases to
employ Houlihan Lokey Howard & Zukin Capital as its financial
advisor, nunc pro tunc to May 18, 2005.  Judge Fitzgerald rules
that the Retention Order will be reviewed monthly to determine
whether the Equity Committee still require a financial advisor's
service and to assess what benefits are provided to the Equity
Committee.

Houlihan Lokey Capital has been providing critical services to the
Equity Committee, including:

   -- the review of operating and financial information and
      the conduct of general due diligence on the Debtors'
      business and case matters;

   -- meeting with the Debtors' management, advisors and other
      professionals involved in the cases;

   -- participating in meetings with the Equity Committee; and

   -- responding to multiple inquiries from equity holders.

Under an Engagement Letter executed between the parties, Houlihan
Lokey will, among others:

   (1) evaluate the Debtors on a current and ongoing basis;

   (2) assess the Debtors' value and debt capacity;

   (3) evaluate any capital market transactions, including
       financing or merger and acquisition transactions;

   (4) assist in the development and negotiation of potential
       plan of reorganization structures and securities;

   (5) assist the Equity Committee in its evaluation of various
       asbestos issues in the Debtors' cases;

   (6) attend meetings and provide periodic updates and reports
       and respond to inquiries from the Equity Committee members
       and other equity holders, as appropriate; and

   (7) confer with the Debtors' financial and other
       professionals, and those representing other statutory
       committees.

Houlihan Lokey will be paid a $100,000 fixed monthly fee, and an
additional transaction fee equal to:

   * $250,000 plus the Transaction Fee in the case of a
      consensual transaction;

   * the lesser of $4.5 million and the sum of 0.15% times
     "Equity Holder Recoveries", minus 50% times the first nine
     installments of monthly fees plus 100% times all monthly
     fees in the case of a Litigation Result Transaction;

   * $1 million, if a Legislative Result Transaction occurs
     within one year of the Agreement's effective date;

   * $1.5 million, if the transaction date occurs one year but
     within 18 months of the Agreement's effectivity;

   * $2 million, if the transaction date occurs beyond 18 months
     but within two years of the Agreement's effective date; and

   * a Transaction Fee payable on a Litigation Result
     Transaction, if the transaction date occurs beyond two years
     of the Agreement's effectivity.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARIG S.A.: Brazilian Court Refers GCAS Dispute to U.S. Court
-------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York, at the request of Vicente Cervo and
Eduardo Zerwes, the Foreign Representatives appointed in the
reorganization proceedings of VARIG S.A. and its debtor-
affiliates, directs GE Commercial Aviation Services, LLC, and
JPMorgan Chase Bank to show cause before the U.S. Court in New
York, on Oct., 2005, why an order should not be issued compelling
them to deliver certain property of the Foreign Debtors' estate,
or the proceeds of the property, to the Foreign Representatives.

The Bankruptcy Court had previously denied the Debtors' request to
direct GE Commercial Aviation Services, LLC, to turn over the
Debtors' receivables in its possession.  Judge Drain said he
recognizes the jurisdiction of the Brazilian courts to decide
issues involving VARIG and GE Commercial Aviation Services, LLC,
regarding the Judicial Recovery Plan.

As reported in the Troubled Company Reporter, Mr. Cervo and Mr.
Zerwes alleged that GE Commercial wrongfully instructed JPMorgan
Chase Bank, N.A., to distribute funds out of the Foreign Debtors'
JPMorgan account as accelerated payment of a prepetition debt.

GE Commercial had served a notice on JPMorgan declaring a default
-- as a result of the Foreign Debtors' bankruptcy in Brazil and
the Section 304 Proceedings.  In accordance with the instructions
in the Default Notice, yet without notice to the Foreign Debtors,
JPMorgan wired $5,076,961 to GE Commercial.  The total amount
disbursed by JPMorgan constituted the proceeds of the Foreign
Debtors' accounts receivable

                        GECAS Defends Case

The Foreign Debtors' submitted their request before the 8th
Corporate Court of the District of Rio de Janeiro following Judge
Drains' denial.

Joao Luiz Aguiar de Medeiros and Luiz Fernando Valente de Paiva,
counsel to GECAS in Rio Janeiro, tell the Brazilian Court that
VARIG omitted a relevant fact.  The debt VARIG assumed was
already due when they entered into a settlement agreement with
the Lessors.  The Lessors only agreed to grant a new time limit
to pay it off and to pardon part of the debt if VARIG complied
with certain obligations and if they abstained from committing
certain acts -- it being certain that any failure to comply with
the obligations would make the debt immediately and fully due and
payable.

Mr. Aguiar argues that GECAS and the Lessors' exercise of their
contractual rights does not violate any material Brazilian law or
infringe any procedure rules and principles of the Code of Civil
Procedure or the New Bankruptcy Law of Brazil.

Mr. Aguiar explains that under the Settlement Agreement, the
Lessors agreed to reschedule the debt in monthly payments
beginning in March 2004 and terminating in December 2009.  If and
only if there were no occurrence of an event of default and VARIG
and Rio Sul paid $83,000,000 of the total debt within a certain
time, the Lessors would pardon the remaining $38,471,000.

"The Lessors granted VARIG and Rio Sul a clear, effective and
unquestionable commercial benefit, which today could amount to
approximately BRL90,000,000," Mr. Aguiar says.

Mr. Aguiar notes that VARIG granted the Lessors a real guarantee
for a portion of the debt, a guarantee that is constituted and
governed by the laws of New York.  The guarantee includes a bank
account held by VARIG with JPMorgan Chase Bank.

Mr. Aguiar also points out that VARIG notified the International
Air Transport Association of the terms of the Settlement
Agreement and a related Security Agreement that VARIG granted the
Lessors and GECAS, all rights to withhold, in an event of
default, payments owed by IATA or by its ticketing system,
reports, currency remittance and compensation in VARIG's name in
relation to the sale of airfares and correlated services effected
in France and the United Kingdom.

VARIG agreed that in the event of default, the Lessors could,
without the need for notice of any type to the Lessees, declare
early call-in of the debt.

GECAS also questions the jurisdiction of the Brazilian Court to
act on the issue, considering that the governing law of the
Agreement is New York law.

                 Brazilian Court Sides with VARIG

Judge Luiz Roberto Ayoub of the 8th Corporate Court of the
District of Rio de Janeiro, Brazil, directs GECAS to abstain from
transferring the amounts derived from the liquidation of the
VARIG group's receivables generated by the BSP/IATA system and to
return the amounts transferred as of the Petition Date.

"I feel that I must grant the request submitted by VARIG in its
entirety," says Judge Ayoub in his six-page decision.

Judge Ayoub explains that the provisions of article 50 of Law no.
11.101/2005 render GECAS' actions abusive.  Under article 50,
"all the credits existing on the date of the request, even if not
yet due, are subject to the Judicial Recovery."  Thus, it is not
conceivable that, after the Judicial Recovery was authorized, any
creditor could -- no matter what its reason may be -- take
possession of funds earmarked for the company's recovery,
according to Judge Ayoub.  The conclusion to accelerate the
debt's payment date does not have the power to affect funds
constituted after the recovery process has commenced.

Judge Ayoub says accelerating the debt frustrates VARIG's
restructuring plan.  The legal purpose of guaranteeing the
protection of the debtor and its property, starting on the filing
date of the request for judicial recovery, is clear and enough
reason to recognize that GECAS abused a right when it took
possession of funds earmarked for the company's recovery plan.

Judge Ayoub further notes that that the issue is of the public
interest, insofar as the principle of preservation of the
business is the basis for the entire system initiated by Law no.
11.101/05, which went into effect as of June 9, 2005.  In
addition, Judge Ayoub says the transcript of the hearing held in
the U.S. Court shows that the Bankruptcy Court of the Southern
District of New York recognizes the jurisdiction of the Brazilian
courts to decide issues involving VARIG and GECAS regarding the
Judicial Recovery Plan.  Judge Ayoub maintains that under Section
552(a) and (b) of the U.S. Bankruptcy Code, "property generated
after the request for restructuring was filed must be free from
any lien so that the debtor can use it to effectively
reorganize."

Due to identical reasons for justifying the concern for
protecting the debtor and the debtor's estate, Judge Ayoub says
the Brazilian legislation grants the same treatment as the U.S.
legislation, aimed at making the company's recovery feasible.

Judge Ayoub orders that notification of the requests and the
decision be given to Judge Drain of the U.S. Bankruptcy Court,
which has jurisdiction to enforce the decision.

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)


VARIG S.A.: Preliminary Injunction Expires on Nov. 11
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs that all persons subject to the jurisdiction of the U.S.
Court are enjoined and restrained from commencing or continuing
any action to collect a prepetition debt against VARIG S.A. and
its debtor-affiliates without obtaining relief from the Court.

The Hon. Robert Drain rules that the Preliminary Injunction will
expire at the end of the day on November 11, 2005.  The Court will
convene a hearing on November 9 to consider whether to continue
the terms of the Preliminary Injunction.  Objections to the
continuation of the Preliminary Injunction are due November 4.

As reported in the Troubled Company Reporter, Varig obtained a
preliminary injunction from the Bankruptcy Court enjoining and
restraining U.S. creditors from seizing  its U.S. assets or
repossessing aircraft landing in United States airports.

The Court directs the Foreign Debtors to provide to their aircraft
lessors, and to any other creditors upon written request:

   (a) cash flow projections showing the Foreign Debtors' actual
       sources and uses of funds during the past three-month
       period, and estimated future sources and uses of funds
       through the 180-day period as provided in Section 6 of the
       NBRL, together with any assumptions underlying the
       projections;

   (b) updated cash flow projections approximately every 30 days
       showing actual sources and uses of funds on a trailing
       three-month basis and any adjustments made to estimated
       future sources and uses of funds or assumptions set forth
       in the most recent prior projections and assumptions; and

   (c) a fleet plan, to be updated periodically, indicating which
       aircraft are expected to be operational and in use each
       month by the Foreign Debtors.

The Foreign Debtors are also directed to develop a contingency
plan for the reasonable and orderly process of removing aircraft
from commercial service.

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)


W.R. GRACE: Battle Over Exclusivity to Continue on Dec. 19
----------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware ruled in open court at an August 29, 2005, hearing that
the periods within which W.R. Grace & Co. and its debtor-
affiliates have the exclusive right to file a plan and to solicit
acceptances for that plan are extended until December 19, 2005,
the next omnibus hearing in the case.

The Official Committee of Asbestos Personal Injury Claimants, the
Official Representative of Future Asbestos Personal Injury
Claimants and the Official Committee of Asbestos Property Damage
Claimants have taken potshots at the Debtors' attempt to extend
the periods within which they have the exclusive right to:

    (a) file a Chapter 11 plan of reorganization through and
        including Nov. 23, 2005; and

    (b) solicit acceptances for that plan through and including
        Jan. 23, 2006.

David T. Austern, the legal representative for future asbestos
claimants, said that since the only plan on file is the
Debtors' patently unconfirmable plan, real negotiations will not
proceed until the playing field is finally made level by the
termination of exclusivity.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Peace, P.A., in
Wilmington, Delaware, speaking for the Asbestos Property Damage
Committe, said that the Debtors cannot point to one significant
financing or business contract that would be jeopardized by
terminating exclusivity speaks volumes about the marketplace's
perception of the Debtors' exclusivity.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 95; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Wants Court to Enforce Stay on N.J. Civil Action
------------------------------------------------------------
On June 1, 2005, the New Jersey Department of Environmental
Protection brought a civil action against W.R. Grace & Co., W.R.
Grace & Co-Conn., and two Grace employees, in the Superior Court
of New Jersey, in Mercer County.  The DEP seeks to recover more
than $800 million on account of environmental claims.

                    Grace Filed "False Report"

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young Jones &
Weintraub, P.C., in Wilmington, Delaware, informs Judge
Fitzgerald that the New Jersey State Action charges Grace with
violating two state statutes:

   (1) the Industrial Site Recovery Act, N.J.S.A. 13:lk8 et
       seq.; and

   (2) the New Jersey Spill and Compensation Act, N.J.S.A.
       58:10 23.116 et seq.

The New Jersey Action alleges that Grace, which operated an
industrial plant in Hamilton Township, New Jersey, together with
Grace's former employees, Robert J. Bettacchi and Jay H. Burrill,
failed to disclose in a June 5, 1995, report to the DEP certain
material facts concerning the risks of processing asbestos-
contaminated vermiculite.  The New Jersey Action also alleges
that the Grace Defendants has continued to withhold the correct
information that should have been included in the report and has
failed to correct the misinformation provided there.

Allegations against Messrs. Bettacchi and Burrill track verbatim
those raised against the Debtors themselves, because Messrs.
Bettachi and Burrill were acting on Grace's behalf in their
capacities as Vice President and Environmental Coordinator when
they made the representations that New Jersey now asserts were
"false and misleading."

As a result of filing the allegedly false report, the New Jersey
Action seeks to assess liability against each Grace defendant for
$25,000 under the ISRA and $50,000 under the Spill Act.

In addition, the New Jersey Action alleges that the Defendants
have committed a separate violation of the ISRA and the Spill Act
for "each day Defendants failed to correct the false information"
set forth in the Report.  Therefore, the DEP asserts that the
Defendants' refusal to concede the falsity of the Report equates
to a $75,000 liability for every day from June 5, 1995, until the
present day, for a total amount of civil penalties that exceeds
$800 million and presumably grows each day.

As stated in a notice filed with the New Jersey Superior Court on
September 19, 2005, the Grace Defendants have removed the New
Jersey Action to the United States District Court of New Jersey.
The Defendants also intend to further seek the transfer of the
Action to the District Court of Delaware so that the Bankruptcy
Court may assume jurisdiction over it and decide on the case in
the course of the Debtors' bankruptcy.

Mr. O'Neill relates that the separate prosecution of the New
Jersey Action will inevitably threaten the orderly administration
of the Grace estate.

               New Jersey Action Violates Sec. 362

The Debtors ask Judge Fitzgerald to find that the continued
prosecution of the New Jersey Action would violate the automatic
stay.  Section 362(a) of the Bankruptcy Code prohibits the
commencement or continuation of any judicial proceeding against a
debtor to recover on claims that arose before the Petition Date.

Mr. O'Neill tells Judge Fitzgerald that because the $800 million
that New Jersey seeks to recover from the defendants is not
proportional to any safety or welfare interest that the State may
have in the Action, the Action should be recognized for being "a
sizable financial claim on the bankruptcy estate, which should be
dealt with on the same terms that the Bankruptcy Code provides
for all other creditors."

As the Third Circuit of Appeals has recognized, "[i]n addition to
providing the debtor with a 'breathing spell,' the [automatic]
stay is intended to replace an unfair race to the courthouse with
an orderly liquidation procedure designed to treat all creditors
equally."

The magnitude of the fines in the New Jersey Action and its lack
of proportion to any real harm to the public health and welfare
demonstrates that its underlying purpose is to put money in the
State's coffers, not to enforce any conceivable regulatory
interest, Mr. O'Neill notes.  The New Jersey Action does not seek
to protect the "general safety and welfare" by requiring the
debtors to clean up the environment or repay the government for
damages caused.

"Because the extravagant size of the claimed liability bears no
proportional relationship to the State's interest in the 'general
safety or welfare,' the DEP's interest extends 'principally' to
the State's 'interest in the debtors' property' and should
therefore be declared subject to the automatic stay," Mr. O'Neill
says.

Mr. O'Neill adds that the New Jersey Action does not constitute a
"police power" action under the Bankruptcy Code.  The Bankruptcy
Code provides that automatic stay will not apply to actions "by a
governmental unit to enforce such government unit's police or
regulatory power, including the enforcement of a judgment other
than a money judgment."

               Request for Section 105 Injunction

Alternatively, if the Bankruptcy Court determines that the New
Jersey Action is not subject to the automatic stay, the Debtors
seek a preliminary and permanent injunction staying the
prosecution of the New Jersey Action under the general equitable
powers provided by Section 105 of the Bankruptcy Code.

Mr. O'Neill contends that the New Jersey Action clearly and
unduly interferes with the bankruptcy and threatens the estate's
assets.  Given the potential size of the New Jersey Action, the
Debtors and the creditors simply could not agree on a
reorganization plan that did not account for the threat of the
massive additional liability hovering outside the bankruptcy
case.

In addition, the Debtors would also suffer irreparable harm if
they were forced to litigate the New Jersey Action outside the
confines of the bankruptcy process.

The Debtors want the responsible New Jersey DEP officials
enjoined from prosecuting the New Jersey Action until the time
that the Bankruptcy Court assumes jurisdiction over the removed
and transferred action, or if the action is not brought before
the Bankruptcy Court, until the Debtors emerge from bankruptcy.

             Complaint vs. Officers Should be Stayed

Mr. O'Neill relates that the Debtors' by-laws require that Grace
indemnify, to the fullest extent allowed under applicable law,
each person who was, is made, or is threatened to be made a party
to or is involved in any action by reason of his employment with
Grace.  Thus, the financial burdens of the entire New Jersey
litigation fall squarely on the Debtors and, by extension, all
creditors of the estate.

Therefore, the Debtors also ask Judge Fitzgerald to rule that the
New Jersey Action is stayed against Messrs. Bettacchi and Burrill
because the claims against these individuals cannot be separated
from the claims against Grace.  The DEP has filed suit based on
the Individual Defendants' conduct as Grace's employees.

The Debtors argue that the lawsuit against Messrs. Bettacchi and
Burrill to recover civil penalties for alleged submissions of
false statements is a "transparent attempt to circumvent the
protections of the automatic stay."

Mr. O'Neill contends that there is a substantial identity of
interest between Grace and its employees, and the stay against
Grace should be extended to the action against its co-defendants.
Moreover, it is plain that Grace is the real party defendant.
Any judgment against Grace's employees might be imputed against
the Debtors in subsequent litigation, thus, Grace has a direct
interest in the outcome of New Jersey's action against the
individual Grace officers.  The action against Messrs. Bettacchi
and Burrill is in fact an action against the Debtors.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WASTE SERVICES: Intends to Amend Existing Senior Credit Facility
----------------------------------------------------------------
Waste Services, Inc. (Nasdaq: WSII) intends to seek an amendment
to its existing senior credit facility in order to secure more
favorable terms, including lower interest cost and greater
flexibility and liquidity, in light of its improved financial
performance over the past year.

The company says it will disclose the terms of any amendment if
and when it has been completed.

Waste Services, Inc. is a multi-regional integrated solid waste
services company that provides collection, transfer, disposal and
recycling services in the United States and Canada. The company's
web site is http://www.wasteservicesinc.com/

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2005,
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.


WELLSFORD REAL: Stockholders Meeting Set for Nov. 17
----------------------------------------------------
Wellsford Real Properties, Inc. (AMEX:WRP) said that its annual
stockholder meeting will be held on Nov. 17, 2005 at 9:30AM.  The
board of directors of the Company has fixed the close of business
on Oct. 11, 2005, as the record date for determining the
stockholders entitled to receive notice of and to vote at the
stockholder meeting.

One of the purposes of this meeting is to consider and vote
regarding the previously announced plan of liquidation and
dissolution of Wellsford Real.

As reported in the Troubled Company Reporter on May 23, 2005, the
Company's Board of Directors approved a Plan of Liquidation and
a 1-for-100 Reverse Stock Split and a 100-for-1 Forward Stock
Split of its common shares.

Under the Plan, the Company intends to sell its assets, to pay or
provide for its liabilities, and to distribute its remaining cash
to its stockholders.  The Board currently estimates that
stockholders could receive $18.00 to $20.50 per share in total
distributions over the liquidation period including an initial
distribution of $12.00 to $14.00 per share within 30 days after
the later of the closing of the sale of the Palomino Park rental
apartments and stockholder approval of the Plan.  The estimated
time frame for payment of these proceeds will be described in the
proxy statement to be filed.

A Stock Split would reduce the number of record holders of the
Company's common stock to below 300, thereby making the Company
eligible for:

     (i) deregistration under the Securities Exchange Act of 1934,
         as amended, and

    (ii) the de-listing of its common stock from the American
         Stock Exchange.

Accomplishing these objectives would relieve the Company of the
costs associated with complying with the various reporting and
governance requirements of the Securities and Exchange Commission
and American Stock Exchange.  This action also would save the
Company significant expenses associated with Sarbanes-Oxley Act
reporting requirements.  It is anticipated that only stockholders
owning 99 or fewer pre-split common shares of the Company would
receive $20.50 per pre-split share in cash for their shares.
Currently, the Company has 6,467,639 common shares outstanding and
it is anticipated that approximately 4,000 common shares will be
purchased by the Company in order to complete the Stock Split.

WRP is a real estate merchant banking firm headquartered in New
York City which acquires, develops, finances and operates real
properties, constructs for-sale single family home and condominium
developments and organizes and invests in private and public real
estate companies.


WESTERN WATER: Exclusive Plan Filing Period Stretched to Dec. 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended Western Water Company's period until Dec. 20, 2005,
within which it alone can file a chapter 11 plan.  The Court also
gave the Debtor until Feb. 20, 2006, to solicit acceptances of
that plan from its creditors.

The Debtor explained that it is in the best interest of its estate
and creditors to wait until the sale transaction for the Cherry
Creek Project and its other assets is approved and completed
before it files a chapter 11 plan.

The Cherry Creek assets, consisting of real property and water
rights in the Cherry Creek basin, Colorado, is the Debtor's most
valuable asset.  The assets are recorded at approximately $12.5
million in the Debtor's books but the Debtor says it is worth
substantially more than its book value.

The Debtor has already obtained authorization to retain real
estate brokers to market the Cherry Creek Project and it has a
pending request with the Court to approve the sale of
substantially all of its assets, including the Cherry Creek
assets.  The hearing to approve that sale request is tentatively
scheduled on Sept. 26, 2005.

The sale of the Cherry Creek assets, together with the Debtor's
other remaining assets, will provide the needed funding to pay
creditors under its proposed plan.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $10 Million and $50 Million.


WORLDCOM INC: Provision of Net Proceeds to Underwriter Defendants
-----------------------------------------------------------------
As previously reported, Judge Denise Cote of the United States
District Court for the Southern District of New York approved
settlements between WorldCom investors and these defendants:

   (1) 17 Underwriter Defendants,
   (2) WorldCom's former auditor Arthur Andersen LLP,
   (3) former WorldCom chief financial officer Bernard J. Ebbers,
   (4) former WorldCom chief financial officer Scott D. Sullivan,
   (5) former WorldCom officer Buford Yates,
   (6) former WorldCom officer David Myers, and
   (7) 12 Director Defendants.

A full-text copy of Judge Cote's 91-page Opinion and Order is
available for free at http://ResearchArchives.com/t/s?23f

                    Plans of Allocation

Judge Cote rules that subject to the provisions of the
Supplemental Plan of Allocation, the net proceeds of the
settlements with the Underwriter Defendants will be distributed
only to Class Members who purchased WorldCom bonds issued in the
May 2000 and May 2001 bond offerings, as:

                                  May 2000         May 2001
  Underwriter Defendant           Purchasers       Purchasers
  ---------------------           ----------       ----------
  Bank of America Securities          14%              86%
  and Fleet Securities

  Lehman Brothers, Inc.              100%               --
  Credit Suisse First Boston
  Goldman, Sachs & Co.
  UBS Warburg LLC

  ABN AMRO, Inc.                       --             100%
  Mitsubishi Securities, Int'l.
  BNP Paribas Securities Corp.
  Mizuho International
  WestLB AG
  Caboto Holding SIM S.p.A

  Deutsche Bank                        4%              96%

  J.P. Morgan Chase                   23%              77%

  Utendahl Capital                     --             100%

  Blaylock Partners                   43%              57%

Judge Cote further rules that the amounts paid for the benefit of
the Class in the Director Defendants, Andersen, Ebbers and
Sullivan Settlements will be allocated to members of the Class as:

   (a) 4.774% for purchasers of debt securities in May 2000;

   (b) 15.226% for purchasers of debt securities in May 2001; and

   (c) 80% for Class Members who, during the Class Period,
       purchased WorldCom stock or other publicly traded
       securities.

                    Attorneys' Fees and Costs

The District Court directs that $10,736,948 may be distributed to
Lead Counsel of the WorldCom Securities Litigation from the
Settlement Fund, as reimbursement of litigation expenses.

The Reimbursement Amount will be allocated by the Lead Counsel as:

   (a) $5,389,994 for the Lead Counsel's expenses in connection
       with the prosecution of the Litigation;

   (b) $2,365,301 to a litigation fund to which Lead Counsel and
       certain of the assisting firms had contributed;

   (c) $11,064 for the Lead Plaintiff's expenses; and

   (d) $2,970,589 for The Garden City Group for the services it
       rendered as Notice Administrator and Notice and Claims
       Administrator

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


WORLDCOM INC: Louisiana Right-of-Way Claims Hearing on Dec. 6
-------------------------------------------------------------
On October 5, 1994, William Kimball, H.M. Kimball, Jr., and
Elizabeth Kimball Lewis, together with XCL, Ltd., Katherine
McClelland Sibille, The Sibille Co., Inc., Lutcher Moore Land &
Royalty Company, L.M. Holding Associates, LP, Colonial Sugars,
Inc., and David Odom filed two separate class action petitions
against WorldCom Inc., and its debtor-affiliates in the 18th
Judicial District Court, West Baton Rouge Parish, Louisiana:

   (1) State of Louisiana, XCL, Ltd., William Kimball, et al.,
       individually and as representatives of a class of those
       similarly situated v. WilTel, Inc. and WilTel
       Communications; and

   (2) State of Louisiana, William Kimball, et al., individually
       and as representatives of a class of those similarly
       situated v. Sprint Communications Company, et al.

The Louisiana Suits were consolidated for pre-trial management,
administration and discovery on July 3, 1996.

The defendants in the Louisiana Suits included Sprint
Communications and the predecessors of MCI WorldCom Network
Services, Inc.

The Louisiana Plaintiffs alleged that:

   (1) they represented a class of persons who own or owned
       property on which Sprint and MWNS placed
       telecommunications facilities;

   (2) the telecommunications facilities were located within
       servitudes granted by their predecessors-in-title to other
       entities, like railroads, which have tracks running
       through the property; and

   (3) the language granting the servitudes was not broad enough
       to include the placement of the telecommunications
       facilities, thus, the telecommunications facilities were
       improperly located on their land.

On November 18, 2000, the Parties to the Louisiana Suits reached
an agreement in principle for the settlement of the claims.

The terms of the Settlement, which the Parties executed in 2001,
are:

   (a) The Settlement Class does not include landowners who opt
       out during the notification and approval process;

   (b) Pecuniary benefits were offered to the class members based
       on two categories:

         * Fully Qualifying Landowner Benefits who are entitled
           to payment of a determinable amount per linear foot;
           and

         * Partially Qualifying Landowner Benefits who are
           entitled to a set amount per linear foot.

   (c) In exchange for the pecuniary benefits, class members will
       release any and all of their claims against Sprint and
       MWNS arising out of the presence of the telecommunications
       facilities on their property or servient estate, and will
       formally recognize and grant servitudes and rights of way
       for the telecommunications facilities.

   (d) A claims procedure will be administered by an independent
       third party claims administrator.  The claims
       administration process included the retention of a mapping
       company and an abstract company to search the tax assessor
       records of the parishes through which the
       telecommunications cables pass and to identify potential
       class members who own land under or adjacent to the cable
       side of the rights of way in which the telecommunications
       cables lie.

In September 2001, the Louisiana State Court approved the Class
Action Settlement Agreement.

On May 29, 2002, the Louisiana Court approved the form of a notice
and the procedure of distribution of the Notice of the Class
Action Settlement Agreement.  The Notice was distributed to over
8,000 landowners.  Pursuant to the notice, members of the
Settlement Class were given the option of (i) submitting claims
for Fully Qualifying Landowner Benefits or Partially Qualifying
Landowner Benefits; (ii) taking no action; or (iii) opting out of
the Settlement Class.  Only 38 landowners submitted forms opting
out of the Settlement Class.

As of the Petition Date, the Louisiana Suits were stayed as to
MWNS.  However, it went forward with respect to Sprint.  The
Louisiana Court granted final approval to Sprint's Settlement
Agreement on December 5, 2002.

The Louisiana First Circuit Court of Appeal subsequently issued a
decision, reversing the approval on the ground that the class
members were not given adequate notice about MWNS's bankruptcy
filing, which could have an effect on how the settlement was
implemented with respect to the remaining parties.

                 The Louisiana Right-of-Way Claims

After the Petition Date, numerous Louisiana landowners filed
timely proofs of claims asserting right-of-way claims or claims
based on the Settlement Agreement.  To resolve the proofs of claim
and the underlying right-of-way causes of action, the
Claimants and MWNS agreed to go forward with the Settlement
Agreement with respect to MWNS as a prepetition contract.

Accordingly, on May 18, 2005, William Kimball, H.M. Kimball, Jr.,
Elizabeth Kimball Lewis and the Debtors executed a Settlement
Implementation Agreement, providing that:

   (a) Benefits paid to members of the Settlement Class who
       submit valid Settlement Claims will be paid as either
       allowed Class 4 convenience claims or allowed Class 6
       general unsecured claims;

   (b) All attorneys fees and expenses awarded to class counsel
       will be paid as allowed Class 6 general unsecured claims;

   (c) All fees and expenses of the Claims Administrator will be
       paid in cash as administrative expenses of the Debtors'
       bankruptcy estate; and

   (d) Benefits paid to members of the Settlement Class will be
       calculated to take into account the absence of Sprint from
       the  Settlement.

Accordingly, the Kimballs ask the Court to:

   (a) certify a settlement class of Louisiana landowners with
       potential claims based on the presence of the Debtors'
       fiber optic cables in the rights of way on or adjoining
       the landowners' property;

   (b) designate representatives of the settlement class;

   (c) appoint these professionals as counsel to the settlement
       class:

         (1) Victor J. Marcello and Donald T. Carmouche of
             Talbot, Carmouche & Marcello;

         (2) Michael R. Mangham of Mangham & Fuqua;

         (3) Patrick W. Pendley;

         (4) Allen J. Myles of Myles&Myles; and

         (5) William E. Steffes of Steffes, Vingiello & McKenzie;

   (d) preliminarily approve the settlement;

   (e) authorize the Parties to provide the class members with
       appropriate notice; and

   (f) grant final approval of the settlement after an
       appropriate hearing.

William E. Steffes, Esq., at Steffes, VIngiello & McKenzie, LLC,
in Baton Rogue, Louisiana, asserts that the Court should certify
the Settlement Class because the Class satisfies the requisites of
Rule 23(a) of the Federal Rules of Civil Procedure, including
numerosity, commonality, typicality and adequacy of
representation.

Mr. Steffes also asserts that the Settlement Class satisfies the
Civil Rule 23(b)(3) requirements by eliminating individual issues
that would otherwise predominate over the common issues and render
the class action an inferior means of adjudication.

The Parties believe that the Court should designate the Louisiana
Plaintiffs as class representatives and the Plaintiffs' counsel as
Class Counsel because they have diligently advanced the interests
of the Settlement Class for more than 10 years, from the filing of
the Louisiana Suits in 1994.

Mr. Steffes asserts that the Kimballs' request is warranted for
these reasons:

   (1) The Settlement Agreement was negotiated by the Parties in
       the Louisiana Suits at arm's-length with the assistance of
       an impartial third-party mediator providing no
       preferential treatment for the class representatives.  The
       Implementation Agreement likewise was negotiated at arm's-
       length by counsel for the Debtors and the Kimballs.

   (2) Under the settlement terms, no preference is given to any
       single class member over the class as a whole.

   (3) Extensive discovery has taken place over the years by both
       sides.

   (4) The advantages offered by the settlement are further
       demonstrated by comparison with the costs and risks of
       litigating the class certification issue.  A settlement
       agreement is particularly favorable when it avoids the
       cost of litigating class status which is often a complex
       litigation within itself.

   (5) The overwhelming majority of the class members remained in
       the Settlement Class because they saw it as providing
       generous payments to class members with valid claims in
       exchange for formal recognition of a servitude for
       telecommunications facilities that have no or little
       impact on a landowner's use of the property at issue.

   (6) The Implementation Agreement benefits the members of the
       Settlement Class by entitling them to be paid on the same
       terms as the Debtors' other creditors in the same
       position.

   (7) The Implementation Agreement and proposed notice address
       the concerns raised by the Louisiana appellate court in
       its reversal of the approval of the settlement with
       respect to Sprint.

The Kimballs propose that a notice will be provided in accordance
with the Louisiana appellate court's ruling with respect to
Sprint.  The Proposed Notice will inform the Class Members that
only MWNS -- and not Sprint -- is involved in the implementation
of the portion of the settlement.

                          *     *     *

Judge Gonzalez rules that the Settlement Class is preliminarily
certified for settlement purposes pursuant to Civil Rule 23 and
Rule 7023 of the Federal Rules of Civil Procedure.

The Settlement Class will comprise of all persons possessing or
claiming to possess, for some period of time within the
Compensation Period, a Servient Estate or a full ownership
interest in the Covered Property, except:

   (a) Sprint and its affiliates and directors or officers;

   (b) MWNS and its affiliates and directors or officers;

   (c) the United States of America;

   (d) any parishes, municipalities, State Governments, foreign
      governments, or other public entities;

   (e) any railroad or any person controlled by, under the
       control of, or under common control with any railroad;

   (f) any utility that granted rights for use of Right-of-Way to
       any of the Settlement Class Defendants for purposes of
       that particular Right-of-Way, or any person controlled by,
       under the control of, or under common control with any
       utility with respect to such Right-of-Way; and

   (g) any person or entity that has previously granted a
       servitude to any of the Settlement Class Defendants
       granting permission to install Telecommunications
        Facilities on Right-of-Way.

The Court appoints William Kimball, H.M. Kimball Jr., and
Elizabeth Kimball Lewis as representatives of the Settlement
Class.  The Court also appoints Claimants' Counsel as counsel for
the Settlement Class.

The Court will hold a final fairness hearing on December 6, 2005,
to determine whether to grant final certification of the
Settlement Class and final approval of the Settlement.

The Court directs the Parties to provide notice to members of the
Settlement Class by mailing to them the Class Action Settlement
Implementation Notice to the extent practical and by supplementing
the notice with two publications of the Class Action Settlement
Implementation Notice.

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)


YU ZHENG ZHENG: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Yu Zheng Zheng & Jiao Ying Wu
        d/b/a Hong Kong Seafood Supermarket
        f/d/b/a China Garden Super Buffet
        f/d/b/a China Garden Restaurant
        f/d/b/a No. 1 Grand Buffet
        101 Claridge Road East
        Mobile, Alabama 36608

Bankruptcy Case No.: 05-15892

Type of Business: The Debtor operates an eat-in and carry-out
                  Chinese restaurant and supermarket.

Chapter 11 Petition Date: October 7, 2005

Court: Southern District of Alabama (Mobile)

Debtors' Counsel: Lionel C. Williams, Esq.
                  118 North Royal Street, Suite 604
                  Mobile, Alabama 36602-3610
                  Tel: (251) 433-5703

Total Assets: $1,138,432

Total Debts:  $1,603,511

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fa Le Ni                                                $434,600
3173 Sheridan Drive
Amherst, NY 14226

ABN AMRO Mortgage                                        $32,500
4242 North Harlem Avenue
Norridge, IL 60706-1204

Marilyn E. Wood               Tax debt                   $29,167
Revenue Commissioner

Citi Cards                                               $21,788

MBNA America Bank, N.A.                                  $14,670

Discover Platinum                                        $14,576

Lamar Advertising                                        $14,075

Chase Customer Service                                   $11,120

Citi Cards                                               $10,050

Chase Customer Service                                    $9,670

Discover Platinum                                         $8,500

Arctic Seafood, Inc.                                      $8,033

MBNA America Bank, N.A.                                   $6,830

Citi Cards                                                $5,846

Advanta                                                   $5,000

Mobile Register                                             $971

Yun Da Chen                                                   $1

Ni Feng Restaurant, Inc.                                      $1


* Thomas Osmun Returns to AlixPartners
--------------------------------------
AlixPartners, the international corporate restructuring,
turnaround, performance improvement, and financial advisory firm,
announced that Thomas Osmun has rejoined the firm as a Director in
its New York office.

Mr. Osmun specializes in providing strategic, financial, and
operational advice to financially challenged companies, and he has
a wide range of industry experience, including health care,
transportation, retail, and technology.  Prior to rejoining
AlixPartners, he was a Managing Director at Conway DelGenio Gries
& Co., LLC, New York, a financial advisory firm specializing in
restructuring, crisis and turnaround management, and merger and
acquisition services.

"I am excited to be back with AlixPartners," Mr. Osmun said.  "It
is truly a pioneer organization, having spearheaded so much of the
corporate turnaround industry."

Mr. Osmun holds a bachelor's degree in business administration
from Bucknell University, and a master's degree in business
administration from the Fuqua School of Business at Duke
University.

                        About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is internationally
recognized for its hands-on, results-oriented approach to solving
operational and financial challenges for large and middle market
companies globally.  Since 1981, the firm has become the "industry
standard" for performance improvement aimed at producing bottom-
line results quickly and helping clients achieve a more positive
outcome during times of transition.  The firm has over 450
employees in its Chicago, Dallas, Detroit, Dsseldorf, London, Los
Angeles, Milan, Munich, New York, San Francisco, and Tokyo
offices.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (463)       1,456       85
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Columbia Laborat        CBRX        (12)          18       11
Coley Pharma            COLY         (5)          71       30
Compass Minerals        CMP         (81)         667      129
Crown Media HL-A        CRWN        (34)       1,289     (130)
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Immersion Corp.         IMMR        (11)          46       30
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
Nexstar Broadc - A      NXST        (51)         684       27
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Quality Distrubu        QLTY        (26)         380       18
Qwest Communication     Q        (2,663)      24,070    1,248
RBC Bearings Inc.       ROLL         (5)         247      125
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
Rural Cellular-A        RCCC       (465)       1,376       30
Ruth's Chris Stk        RUTH        (49)         110     (22)
SBA Comm. Corp.-A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (16)          17      (23)
TRX Inc.                TRXI         (9)          62      (27)
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (48)         447      (96)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.-A       WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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