TCR_Public/051012.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, October 12, 2005, Vol. 9, No. 242

                          Headlines

280 ISLAND: Case Summary & 6 Largest Unsecured Creditors
ADELPHIA COMMS: SEC Sanctions Two Deloitte Accountants for Audit
ADELPHIA COMMS: Files Delinquent 2004 Quarterly Reports with SEC
ADELPHIA COMMS: Delivers 2004 Annual Report to SEC
AKERS BIOSCIENCES: June 30 Balance Sheet Upside-Down by $1.2 Mil.

AFFINION GROUP: Moody's Affirms New $270 Million Notes' B1 Rating
AMES TRUE: S&P Lowers Corporate Credit Rating to CCC+ from B-
AMPHENOL CORP: Acquiring Teradyne Unit for $390 Million in Cash
AMPHENOL CORP: Moody's Affirms Corporate Family Rating at Ba1
ANCHOR GLASS: U.S. Trustee Appoints Diageo to Creditors Committee

ANCHOR GLASS: EPA Alleges Environmental Law Violations
ANCHOR GLASS: Committee Taps Stichter Riedel as Counsel
ASARCO LLC: Wants TRO Issued Against Arizona Retiree Class
ASARCO LLC: Wants to Assume ESM Consulting Contract
BAIS YAAKOV: Case Summary & 20 Largest Unsecured Creditors

BELDEN & BLAKE: J.M. Vanderhider Replaces R.W. Peshek as VP & CFO
CENTRAL WAYNE: Wants Until Nov. 30 to Solicit Plan Acceptances
CHI-CHI'S: Disclosure Statement Hearing Set for Oct. 25
CITATION CORP: Disputes DaimlerChrysler's Right to Set Off Debt
COLLEGE PROPERTIES: Ch. 11 Trustee Hires Osborn Maledon as Counsel

COLLINS & AIKMAN FLOORCOVERINGS: S&P Revises Outlook to Negative
COMDIAL CORP: Wants Excl. Plan Filing Period Stretched to Jan. 20
COMDIAL CORP: Has Until Nov. 22 to File Notices of Removal
CONTINENTAL AIRLINES: Contributes $84 Mil. More to Pension Plans
DANA CORPORATION: Restating 2004 and 2005 Financials

DELPHI CORP: U.S. Trustee to Appoint Committee on Oct. 17
DELPHI CORP: Judge Gonzalez Directs Joint Administration of Cases
DELPHI CORP: Wants GM to Commit to $1 Billion of Business a Month
DELPHI CORP: Chapter 11 Filing Cues S&P to Lower Ratings to D
DELPHI CORP: Fitch Junks Rating on Sr. Secured Bank Lines

DELPHI CORP: NYSE Reviewing Continued Stock Listing Status
DELTA AIR: Wants Court Nod to Sell Non-Core Assets for $10 Million
ENVIRONMENTAL TRUST: Wants Exclusive Period Extended to Dec. 19
FALCON PRODUCTS: Emergence Is Contingent on Pension Termination
FEDDERS CORP: Looks for New Auditors to Replace Deloitte & Touche

FOOD CONCEPT: Case Summary & 20 Largest Unsecured Creditors
FOSTER WHEELER: To Launch New Equity-for-Debt Exchange
GENERAL MOTORS: Moody's Reviews Low-B Ratings & May Downgrade
GENERAL MOTORS: S&P Lowers Corporate Credit Rating to BB- from BB
GTC TELECOM: Squar Milner Raises Going Concern Doubt

HIGH SPRUCE: Case Summary & 16 Largest Unsecured Creditors
INTERNATIONAL PAPER: Completes $80-Mil Buy-Out of Compagnie Shares
INTERNATIONAL RECTIFIER: Revises First Quarter Financial Outlook
INTREPID TECHNOLOGY: Jones Simkins Raises Going Concern Doubt
KAISER ALUMINUM: Wants Stay Enforced Against Insurers

KRONOS ADVANCED: Sherb & Co. Expresses Going Concern Doubt
LEVITZ HOME: Files for Chapter 11 Protection in S.D. New York
LEVITZ HOME: Case Summary & 40 Largest Unsecured Creditors
MIRANT CORP: Court Approves Plan Solicitation Procedures
MOTHERS WORK: S&P Lowers Corporate Credit Rating to B- from B

NORTHWEST AIRLINES: Wants to Employ Ordinary Course Professionals
NORTHWEST AIRLINES: Gets Okay to Maintain Investment Guidelines
OMNI CAPITAL: Wants Access to Wachovia's Cash Collateral
OWENS CORNING: Has Until Year-End to File Plan of Reorganization
OWENS CORNING: Wants to Sell Alabama Property to Tecvox OEM

PONDEROSA PINE: Wants Until January 6 to Remove Civil Actions
PRECISION TOOL: Court Confirms Amended Reorganization Plan
PXRE GROUP: Fitch Maintains Watch Negative after Capital Raising
QUICK MED: Daszkal Bolton Raises Going Concern Doubt
QUIGLEY COMPANY: Files Third Amended Disclosure Statement

RECYCLED PAPERBOARD: Wants to Borrow Money from Ackerman Realty
REFGO GROUP: CEO Takes Leave Following Undisclosed $430 Mil. Deal
REFCO GROUP: Moody's Lowers Sr. Sub. Debt Rating to Caa1 from B3
REFCO GROUP: S&P Lowers Counterparty Credit Rating to B+ from BB-
REMEC INC: Voluntarily Delists Common Stock Trading from NASDAQ

SAINT VINCENTS: 12 Tort Claimants Want to Proceed with Lawsuits
SEDONA CORP: Gets $500K Final Tranche of $1-Mil Loan from W. Rucks
SOUPER SALAD: Plan Confirmation Hearing Set for Oct. 31
SOUPER SALAD: Gets Court Order to Reject Sharpstown Lease
STRATUS SERVICES: Has Until Oct. 14 to Comply with Credit Pact

TECHNEST: Going Concern Outlook Improves After Markland Purchase
TERAFORCE TECHNOLOGY: Can Walk Away From Three Unexpired Contracts
TIMCO AVIATION: 98% of Senior Noteholders Tender Outstanding Bonds
TITAN CRUISE: Wants to Reject Patriot Charter Agreement
TOMMY HILFIGER: Moody's Lowers Corporate Family Rating to Ba2

TOWER AUTOMOTIVE: Wants to Disclose HIPAA-Protected Information
TOWER AUTOMOTIVE: Wants Official Retirees Committee Appointed
TOWER AUTOMOTIVE: Taps Foley & Lardner as Labor Counsel
TOWER AUTOMOTIVE: Court Rules Federal Must Pay Defense Costs
TUBE CITY: Moody's Revises Corporate Family Rating to B1

UAL CORP: Details $3 Billion All-Debt Exit Financing Package
UAL CORP: Wants Court to Bless Credit Card Processing Pact
UAL CORP: Court Directs October Pension Payment to Pilots
UNISYS CORP: Low Earnings Forecast Cues Fitch to Downgrade Ratings
US AIRWAYS: To Repurchase 7.7 Million Government Warrants

USG CORP: Gets Court OK to Challenge & Pay Off Taxes in Ill. Court
VILLAS AT HACIENDA: Court Grants Access to HUD Cash Collateral
VILLAS AT HACIENDA: Lenox Wants $16 Million Claim Payment ASAP
VISION AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
VISPHOR CORP: Inks Agreement to Buy Sunaptic for $3.2 Million

VISPHOR CORP: Raising C$5.5M in Private Equity Deal to Fund Merger
WELCH PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
WINDSWEPT ENVIRONMENTAL: Borrows $1.35 Million More from Laurus
WODO LLC: Can Borrow $5 Million to Fund WULA Settlement Agreement
WORLDCOM INC: Bankr. Court Approves N.Y. Fund Claims Settlement

WORLDCOM INC: DJP&A Wants to Withdraw as Counsel to Next Factors
YOUTHSTREAM MEDIA: June 30 Balance Sheet Upside-Down by $79.28-Mil

* Upcoming Meetings, Conferences and Seminars

                          *********

280 ISLAND: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 280 Island Avenue, LLC
        429 West Plumb Lane
        Reno, Nevada 89509

Bankruptcy Case No.: 05-53856

Chapter 11 Petition Date: October 11, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
KL & J Management Co.            Management Fees       $875,000
429 West Plumb Lane
Reno, NV 89509
Attn: Kevin Johnson
President

Kromer, Grady & Cheryl           Litigation            $421,000
Trustees, Kromer Family Trust
c/o Walsh Baker & Rosevear
9468 Double R Boulevard, Suite A
Reno, NV 89521

Granwest Exchange Corp.          Litigation            $279,000
c/o Walsh, Baker & Rosevear
9468 Doubld R Boulevard, Suite A
Reno, NV 89521
Attn: William Baker, Esq.

J & L Windows, Inc.              Goods/Services         $25,000
350 Greg Street
Sparks, NV 89431

Banks Construction Company       Goods/Services         $10,000
5690 Riggins Court, Suite B
Reno, NV 89502

Dragan Andjelkovich              Judgment                $5,000
c/o Treva J. Hearne, Esq.
910 Parr Boulevard
Reno, NV 89512


ADELPHIA COMMS: SEC Sanctions Two Deloitte Accountants for Audit
----------------------------------------------------------------
The U.S. Securities and Exchange Commission issued orders
instituting administrative proceedings against two Deloitte &
Touche LLP professionals in connection with their audit of
Adelphia Communications Corp.:

   (a) Gregory M. Dearlove, CPA; and
   (b) William E. Caswell, CPA

Mr. Dearlove served as the engagement partner on Deloitte's audit
of the financial statements contained in ACOM's 2000 Form 10-K.  
Mr. Caswell served as audit director.

The Commission alleges that Mr. Dearlove engaged in improper
professional conduct because he should have known that his
failure to plan, conduct and supervise an audit that conformed to
Generally Accepted Auditing Standards, and his approval of and
signature on an unqualified audit report that ACOM filed with its
2000 Form 10-K, would contribute to the Company's violations of
the Securities Exchange Act of 1934.

The Commission instituted public administrative and cease-and-
desist proceedings against Mr. Dearlove to:

   1.  determine whether the allegations set forth by the
       Division of Enforcement and the Office of Chief Accountant
       are true;

   2.  afford Mr. Dearlove the opportunity to establish any
       defenses;

   3.  determine whether remedial action is appropriate;

   4.  determine whether Mr. Dearlove should be ordered to cease
       and desist from causing violations of and any future
       violations of the securities laws; and

   5.  determine whether Mr. Dearlove should be ordered to pay
       disgorgement.

The Commission alleges that Mr. Caswell failed to:

   -- ensure that ACOM's disclosure of its liabilities was
      sufficient;

   -- object to ACOM's netting of related-party payables and
      receivables; and

   -- ensure adequate disclosure of ACOM's related-party
      transactions.

The Commission also finds that Mr. Caswell engaged in improper
professional conduct due to his failure to comply with GAAS and
to require ACOM to comply with Generally Accepted Accounting
Principle.

Accordingly, the SEC denied Mr. Caswell the privilege of
appearing or practicing before it as an accountant, but permitted
him to apply for reinstatement after two years.

Pursuant to the Order, Mr. Caswell undertakes to continue to
provide cooperation to the Commission and its staff in its
investigation and litigation related to the Adelphia matters.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Files Delinquent 2004 Quarterly Reports with SEC
----------------------------------------------------------------
Adelphia Communications Corp. filed quarterly reports on Form
10-Q for the quarters ended March 31, 2004, June 30, 2004, and
Sept. 30, 2004, with the Securities and Exchange Commission on
Oct. 7, 2005.

The filings, ACOM Chief Financial Officer Vanessa A. Wittman
says, reflect the Company's continued efforts to again be
current in its periodic reporting obligations under the
Securities Exchange Act of 1934.

ACOM ceased compliance with those obligations as a result of the
alleged improper actions of certain members of the John J. Rigas
family who held all of the senior executive positions at ACOM and
constituted five of the nine members of the Company's board of
directors in the period prior to the commencement of the Chapter
11 bankruptcy proceedings.

Snapshots of ACOM's financials during the three quarterly periods
show stable revenues and continuing losses:

   March 31, 2004                              
   --------------
   Revenue                                     $1,007,330,000
   Net Income (Loss)                           (1,354,572,000)
   Assets                                      13,481,133,000
   Liabilities                                 21,048,073,000
   Equity (Deficit)                            (7,658,223,000)

   June 30, 2004                              
   -------------
   Revenue                                     $1,036,470,000
   Net Income (Loss)                             (169,217,000)
   Assets                                      13,308,093,000
   Liabilities                                 21,046,337,000
   Equity (Deficit)                            (7,824,402,000)

   September 30, 2004                              
   ------------------
   Revenue                                     $1,041,366,000
   Net Income (Loss)                             (260,797,000)
   Assets                                      13,140,561,000
   Liabilities                                 21,143,321,000
   Equity (Deficit)                            (8,084,328,000)

Copies of ACOM's Quarterly Filings are available for free at:

   Quarter Ending          URL
   --------------          ---
   March 31, 2004          http://ResearchArchives.com/t/s?242
   June 30, 2004           http://ResearchArchives.com/t/s?243
   September 30, 2004      http://ResearchArchives.com/t/s?244   

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Delivers 2004 Annual Report to SEC
--------------------------------------------------
Adelphia Communications Corp. delivered its annual report for the
year ending Dec. 31, 2004, on Form 10-K to the U.S. Securities and
Exchange Commission on October 6, 2005.

Pursuant to its results of operations for the year ended
Dec. 31, 2004, ACOM's revenue, as compared to 2003, increased
by $574 million or 16%.  The consolidation of the Rigas
Co-Borrowing Entities accounted for the $194 million, or 5%.

ACOM reported a $1.91 billion net loss for the year ending
December 31, 2004.  At December 31, 2004, ACOM's balance sheet
shows $13.10 billion in total assets and a $21.23 billion in total
debts.  At December 31, 2004, ACOM's equity deficit widened to
$8.19 billion from a $6.27 billion deficit at December 31, 2003.

The financial, statistical and operating data in the Annual
Report includes information with respect to Adelphia and its
subsidiaries that are consolidated for financial reporting
purposes as well as certain entities owned or controlled by
members of the Rigas Family.  Effective January 1, 2004, ACOM
began consolidating certain cable television entities that were
owned by the Rigas Family and their subsidiaries that are subject
to co-borrowing arrangements with the Company.

ACOM cautions that its periodic and other reports filed with or
furnished to the SEC prior to May 24, 2002, must not be relied
upon.

The Annual Report, ACOM says, reflects its continued efforts to
again be current in its periodic reporting obligations under the
Securities Exchange Act of 1934.

ACOM ceased to be in compliance with those obligations as a
result of the improper actions of certain members of the John J.
Rigas family who held all of the senior executive positions at
Adelphia and constituted five of the nine members of Adelphia's
board of directors before the company filed for bankruptcy in
2002.

A full-text copy of the Company's 2004 Annual Report is available
without charge at http://ResearchArchives.com/t/s?241

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AKERS BIOSCIENCES: June 30 Balance Sheet Upside-Down by $1.2 Mil.
-----------------------------------------------------------------
Akers Biosciences Inc. (LSE: AKR) reported its interim results for
the half year ended June 30, 2005.

Revenues for the half-year ended June 30, 2005, were $1,042,117,
compared with $855,417 during the same period in 2004.  These
revenues reflect initial sales into the Company's first
established customer base, with significant growth potential.

The loss for the period was $1,154,326, compared to $1,775,769 in
the corresponding period of the preceding year.

Research and development expenses decreased to $399,157 in the
first half of 2005 from the $451,212 in the first half of 2004.  
The most significant objective of the Company's Research and
Development department is coordination and follow-up with the FDA,
while several tests undergo the approval process.

Sales and general administrative expenses increased to $1,606,797
during the current period from $1,260,397 in the similar period of
the preceding year. This increase reflects, for the most part, an
increased level of sales and marketing activity to support the
Company's product launch plans.

"The second quarter of 2005 saw a distinct uplift in sales, due
largely to our flagship PIFA Heparin/PH4 rapid test product," Ray
Akers, Chief Executive Officer of Akers Biosciences, said.  "As of
today, our test for heparin/PF-4 antibodies is being used in
approximately 140 hospitals in the United States, and that number
continues to grow by 5-10 hospitals each week.  We gained further
momentum through the receipt of other product approvals and the
establishment of important distribution and business
relationships, and have begun to translate this momentum into
product sales.  This is the first time in the Company's history
that we have an established customer base and one that is rapidly
expanding.  In addition, we have begun to establish a presence in
UK and European markets and are in our most attractive position to
date.'

                           Funding

On March 11, 2005, the Company completed a placement of
$2,500,000, of principal amount of promissory notes to an
investment group.  The entire amount of these notes (principal and
interest) has subsequently been converted into stock.

After these new issuance and the transactions, the Company has
50,712,063 Common Shares in issue.

                 Current Trading and Outlook

The Company has successfully obtained FDA approvals for key
products, allied itself with major pharmaceutical firms, and
secured broad distribution channels with blue-chip medical
products companies.  A substantial portion of the sales achieved
in the first half of the year occurred in the last two months of
the period, and this positive trend for sales growth is expected
to continue with a significant amount of revenue anticipated to
occur in the fourth quarter as a consequence of additional sales
and distribution partners as well as the expanding hospital
customer base.

At June 30, 2005, Akers Biosciences' balance sheet showed a
$1,221,838 stockholders' deficit, compared to a $980,024 deficit
at June 30, 2004.


AFFINION GROUP: Moody's Affirms New $270 Million Notes' B1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on the proposed
$960 million senior secured credit facility and B3 rating on the
proposed $270 million senior unsecured notes of Affinion Group,
Inc.  The credit facility and senior unsecured notes were upsized
in connection with a change in financing mix for the company's
proposed acquisition.  Concurrently Moody's withdrew the ratings
on the proposed senior subordinated notes offering (rated Caa1 on
September 21, 2005) which was cancelled.  The senior subordinated
notes were replaced in the proposed capital structure by a $384
million senior subordinated bridge facility (not rated by
Moody's).

On July 26, 2005, Affinion (formerly Affinity Acquisition, Inc.),
an affiliate of Apollo Management V, L.P., entered into a purchase
agreement with Cendant Corporation.  Pursuant to the agreement,
Affinion will purchase all the equity interests in Affinion Group,
LLC (formerly Cendant Marketing Group, LLC) and all the share
capital of Affinion International Holdings Limited (formerly
Cendant International Holdings Limited) for an aggregate purchase
price of approximately $1.8 billion.

Proceeds from a $860 million term loan, $270 million of senior
notes and a $384 million senior subordinated bridge facility are
expected to be used to fund the cash portion of the acquisition
cost, including related transaction fees.  The senior notes are
expected to be issued in a private placement pursuant to Rule 144A
of the Securities Act.  The senior subordinated bridge facility
will mature on the first anniversary of the closing of the
acquisition.  Any bridge loans which have not been refinanced by
that date, will automatically be converted into an unsecured
senior subordinated term loan due eight and a half years from the
closing of the acquisition.

The ratings reflect:

   * high leverage levels,
   * significant customer churn rates,
   * moderate revenue concentration, and
   * legal and regulatory risks.

The ratings also consider the company's leading market position,
long term relationships with leading affinity partners and
recurring revenue base.

Moody's affirmed these ratings:

   * $100 million (downsized from $125 million) senior secured
     revolving credit facility due 2011, B1

   * $860 million (upsized from $760 million) senior secured term
     loan B due 2012, B1

   * $270 million (upsized from $250 million) senior unsecured
     notes (guaranteed) due 2013, B3

   * Corporate family (formerly senior implied) rating, B2

   * Speculative grade liquidity rating, SGL-2

Moody's withdrew this rating:

   * $500 million senior subordinated notes (guaranteed)
     due 2015, Caa1

The ratings outlook is stable.

The company offers its membership, insurance and package
enhancement services through a network of over 4,500 affinity
partners.  The company has moderate customer concentration with
end customers obtained through the company's top ten affinity
partners accounting for over 50% of revenues in the LTM period
ending June 30, 2005.  These affinity partners, which are
concentrated in the financial institutions industry, tend to be
much larger and have greater financial resources than the company.
Affinity partners can generally terminate new marketing agreements
with limited notice and cease or reduce marketing the company's
services at any time.  Competition from affinity partners and
other competitors could result in pricing pressure and loss of
business.  However, these risks are mitigated by company's long
standing relationships with the major affinity partners and
marketing expertise developed through the execution of over 46,000
marketing programs over the last 10 years.

Churn rates are a key industry risk in the membership business.
Increases in churn rates could have a significant impact on cash
flow generation because new members are expensive to acquire.
Churn rates in the company's insurance business are significantly
lower than in its membership business.

The company has shifted its business strategy in recent years to
focus on profitability.  Over the last 3 years, the company has
increased prices significantly in its membership programs.  A
majority of new members are now signed up to monthly billing
programs, which generally have higher annualized fees than annual
billing programs.  The company has also increased its marketing
focus on the internet and direct mail channels, which tend to
generate greater profitability over the membership life.

A significant decline in the member base has followed the
company's strategy of pursuing more profitable members.  Total
members in the company's membership programs have declined from
over 19 million in 2002 to approximately 12.7 million as of June
30, 2005.  Total revenues, adjusted to eliminate revenue streams
monetized during 2004, have been relatively flat over the last few
years ($1.3-$1.4 billion range) reflecting declining membership
counts at higher average revenues per member.

However EBITDA (as adjusted to eliminate the impact of monetized
revenue streams, to expense insurance marketing costs consistent
with the company's new accounting policy, to eliminate certain
non-recurring charges and reflect estimated stand-alone costs of
the company) grew from approximately $170 million in 2002 to over
$250 million in the LTM period ended June 30, 2005.  EBITDA has
benefited from a restructuring of the company's businesses
initiated in early 2004, which streamlined the organizational
structure and eliminated redundant functions.  Although the
company has been successful in increasing adjusted EBITDA, the
ratings reflect the risk that increasing price points may lead to
higher than expected churn levels or slower than expected new
member sign ups.

The company is subject to significant legal and regulatory risks.
The company markets its products and services through various
distribution channels, including direct mail, online and
telemarketing.  These channels are subject to increasing
regulation by federal, state and international regulatory
agencies, which may limit the ability of the company to market its
products to new and existing customers.  

The company is involved in a number of legal proceedings and
governmental inquiries.  In July 2005, the Attorneys General from
California and Connecticut filed suit against the company, and the
Attorney General of Maine filed a notice of its intention to sue,
alleging that the company used deceptive marketing practices in
connection with the offering of its membership services.  The
complaints seek restitution, civil penalties and orders
permanently barring the company from engaging in the alleged
practices.  The company is in settlement discussions with all
three states.  These states along with certain other jurisdictions
investigated these practices as part of a multi-state
investigation and the company may face similar suits from other
jurisdictions.

In early 2005, the Company settled a case with the Florida
Attorney General for approximately $0.4 million.  The company is
also a party to a number of lawsuits which were brought against
the company or its affiliates, each of which alleges to be a class
action in nature and each of which alleges that the company
violated certain federal or state consumer protection statutes.
The company is indemnified by Cendant for a portion of the cost of
defending and settling these legal contingencies.

The ratings benefit from:

   * a predictable revenue stream from a diverse customer base
     (over 70 million customers);

   * the company's leading market position;

   * minimal capital expenditure requirements;

   * significant tax benefits from the transaction; and

   * potential cost savings from further streamlining of
     operations.

The stable ratings outlook anticipates relatively flat revenues
and modestly improving profitability in the intermediate term as
the company continues to implement its strategy of increasing
average revenue per member and focusing on more profitable member
acquisition channels.  Moody's expects continuing declines in the
member base as this strategy is implemented.  Moody's expects Debt
to EBITDA (which reflects Moody's standard adjustments, includes
the preferred stock of the company's parent as a Basket C hybrid
and excludes certain non-recurring items) of about 6.4x at
December 31, 2005, declining to about 5.8x by December 31, 2006.

Free cash flow in 2005 will be negatively impacted by the
continuing shift in new member enrollments to monthly memberships,
since the membership fees are collected over the course of the
year instead of at the beginning of the billing term with an
annual billing.  Since the proportion of new monthly enrollments
to total enrollments is expected to level out in 2006, free cash
flow should more closely match profitability levels in 2006.
Moody's expects free cash flow to debt of 5%-7% in 2006.

The ratings could be upgraded if the execution of the company's
business strategy results in strong profitability growth such that
sustainable debt to EBITDA declines to less than 5x and free cash
flow to debt increases to over 8%.

The ratings could be downgraded if the company loses significant
affinity partner relationships or experiences greater than
expected churn rates such that debt to EBITDA levels increase to
over 7x and free cash flow to debt declines below 5%.  A
significant legal judgment against the company which impairs the
company's liquidity could also pressure the rating.

The SGL-2 speculative grade liquidity rating reflects a good
liquidity profile characterized by significant expected
availability under the proposed $100 million revolving credit
facility and ample cushion anticipated under bank covenants.

Cash balances upon the closing of the acquisition are expected to
be modest.  Cash flow from operations over the next twelve months
may be weak due to the timing of additional discretionary
restructuring payments and the cash flow impact of the shift in
new member enrollments towards monthly memberships which the
company believes will be substantially complete by the end of
2005.  As a result, the company may need to rely on its revolver,
particularly during the next few quarters.

Absent any further acquisitions, Moody's expects the company to
have at least $60 million of availability under the $100 million
revolver during each of the next four quarters.  The credit
facility is expected to allow the company to complete business
acquisitions if pro forma covenant compliance is maintained and a
minimum liquidity threshold is maintained.  Recurring cash needs
in the next twelve months include term loan amortization
(approximately $9 million) and capital expenditure requirements
(approximately $25-$30 million).  The credit facility is expected
to have an excess cash flow sweep, initially set at 50%, subject
to a step down if the company achieves a specified decline in its
leverage ratio.

The company's bank facility is expected to contain financial
covenants that set a maximum level of net leverage and a minimum
level of cash interest coverage.  Moody's expects the company to
have ample cushion against these covenants over the next four
quarters.  As to alternate liquidity, substantially all of the
company's assets are pledged under the company's secured credit
facility and the company has few, if any, non-core assets that
could be sold.

The B1 rating assigned to the senior secured credit facility,
notched one level above the corporate family rating, reflects
strong enterprise value coverage in the event of default and loss
absorption support from the senior notes, senior subordinated
bridge facility and the equity base.  The credit facility is
secured by a first priority security interest in substantially all
the assets of the company and its domestic subsidiaries and is
guaranteed by substantially all of the company's domestic
subsidiaries.

The B3 rating assigned to the proposed senior unsecured notes,
notched one level below the corporate family rating, reflects the
effective subordination of these notes to borrowings under the
senior secured credit facility.  The senior notes will be pari
passu in right of payment with all of the company's existing and
future senior unsecured indebtedness and senior in right of
payment to all future subordinated indebtedness.  The senior notes
are supported by guarantees on a senior basis by substantially all
of the company's domestic subsidiaries.

Headquartered in Norwalk, Connecticut, Affinion is a leading
direct marketer of value-added membership, insurance and package
enhancement programs and services to consumers.  Net revenue on an
unadjusted basis for LTM period ending June 30, 2005 was $1.47
billion.


AMES TRUE: S&P Lowers Corporate Credit Rating to CCC+ from B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ames
True Temper Inc., a manufacturer of non-powered lawn and garden
tools and accessories, including its corporate credit rating to
'CCC+' from 'B-'.
     
The outlook remains negative.  The Camp Hill, Pennsylvania-based
company had about $302 million of debt outstanding (excluding
operating leases) as of June 25, 2005.
     
The downgrade reflects:

   * Ames' tight covenants on its senior secured credit facility;

   * weaker-than-expected operating performance; and

   * expectations for a further weakening of credit protection
     measures following the company's recently lowered earnings
     guidance and EBITDA estimates.

"Specifically, we are concerned about Ames' narrow cushion on its
bank loan financial covenants and the company's ability to be in
compliance with its fiscal 2006 first quarter financial
covenants," said Standard & Poor's credit analyst Mark Salierno.

S&P also believes that the continued escalation of raw material,
transportation, and other energy-related costs, combined with soft
demand from the past summer season, has further weakened the
company's business and financial risk profiles.


AMPHENOL CORP: Acquiring Teradyne Unit for $390 Million in Cash
---------------------------------------------------------------
Amphenol Corporation (NYSE-APH) reached an agreement to acquire
the Connection Systems division of Teradyne, Inc. (NYSE-TER) for
approximately $390 million in cash (subject to a post closing
working capital adjustment).  The sale is subject to regulatory
approval and customary closing conditions and is expected to close
in the fourth quarter.

"We are extremely pleased to add TCS to the Amphenol family," said
Martin H. Loeffler, Amphenol's Chairman and CEO.  "TCS has
enormous technological capabilities and is the leader in the
development of high-speed, high-density board level interconnect
products.  The addition of TCS is entirely complementary to
Amphenol's product offering and will significantly enhance our
already strong position in the communication and information
technology markets.  We will now provide a complete and integrated
interconnect solution to these markets, similar to what we have
successfully achieved in other markets.  In addition, we are
excited about the possibilities created by the combination of
Amphenol's strong operating discipline and TCS's industry leading
technology, and we look forward to working in partnership with
TCS's experienced management team.  We plan to finance the
acquisition through an increase in our revolving credit facility.  
Consistent with our acquisition strategy and assuming a
continuation of current economic conditions, we expect the TCS
acquisition to be accretive to earnings per share in the first
year post acquisition."

Headquartered in Nashua, New Hampshire, Teradyne Connection
Systems supplies high-speed, high-density, printed circuit board
interconnect products.  TCS has annual sales of approximately $380
million and sells its products primarily to the data
communications, storage and server markets, wireless
infrastructure markets and industrial markets.  TCS has facilities
in North America, Europe and Asia and employs approximately 2,250
people worldwide.

Amphenol Corporation is one of the world's leading producers of
electronic and fiber optic connectors, cable and interconnect
systems.  Amphenol products are engineered and manufactured in the
Americas, Europe and Asia and sold by a worldwide sales and
marketing organization.  The primary end markets for the Company's
products are communication systems for the converging technologies
of voice, video and data communications, industrial/automotive and
military/aerospace applications.

                        *     *     *

As reported in the Troubled Company Reporter on June 8, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
bank loan ratings on Wallingford, Connecticut-based Amphenol Corp
to 'BBB-' from 'BB+' to reflect sustained improvements in the
company's financial profile, as demonstrated by reduced financial
leverage, improved cash flow adequacy, and expected moderate
financial policies, along with a history of relatively consistent,
strong operating performance.  S&P said the outlook is stable.


AMPHENOL CORP: Moody's Affirms Corporate Family Rating at Ba1
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
on Amphenol Corporation.  The ratings outlook is stable.  The
affirmation follows Amphenol's announcement that it is acquiring
the Connection Systems division of Teradyne Incorporated (not
rated) for about $390 million, representing about 1.0x TCS's 2005
sales of $380 million and about 7.8x TCS's estimated annual EBITDA
of $50 million.  Amphenol plans to finance the transaction with
its existing unsecured revolving credit facility (not rated),
which may be expanded with consent of the lenders from $750
million to $1 billion.

The Ba1 corporate family rating is supported by Amphenol's
financial profile, which remains well positioned within the Ba1
category, even though the transaction would moderately increase
leverage and lower interest coverage.  Pro forma for the
transaction, for the twelve months ended June 30, 2005 Amphenol's
adjusted total debt to EBITDA would rise to about 2.7x (2.2x
unadjusted) from 1.7x (1.4x unadjusted).  Pro forma adjusted
EBITDA interest coverage is expected to be about 8.6x, down from
about 13.7x.  Amphenol expects the acquisition to be accretive to
earnings and cash flow in the first year following the
transaction.

The Ba1 corporate family rating also is supported by Amphenol's
business position and history of stable cash generation and
healthy operating profit margins.  The acquisition of TCS will add
about $380 million in annual revenue and enhance Amphenol's
position in communication and information technology markets with
complementary products and leadership positions in backplane and
backplane interconnect systems.  Amphenol expects that it will be
able to expand on TCS's profitability through materials sourcing
efficiencies and pricing and cost disciplines.

The stable outlook reflects Moody's expectation that Amphenol will
adjust its financial policy to place greater emphasis on debt
reduction, while scaling back share repurchase activity, and not
undertake another large acquisition in the near term.  The outlook
or rating may be pressured, if Amphenol is unable to maintain
current levels of operating profitability and substantial free
cash flow or engages in further acquisitions or other actions that
further increase financial leverage or otherwise weaken the credit
profile.

Headquartered in Wallingford, Connecticut, Amphenol Corporation
manufactures and markets:

   * electrical, electronic, fiber optic connectors;
   * interconnect systems; and
   * coaxial and flat-ribbon cable.

Pro forma for the acquisition of TCS, revenue for the twelve
months ended June 30, 2005 amounted to $2.0 billion.


ANCHOR GLASS: U.S. Trustee Appoints Diageo to Creditors Committee
-----------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21, has
appointed Diageo North America, Inc., to the Official Committee of
Unsecured Creditors in Anchor Glass Container Corporation's
Chapter 11 case.

The Creditors Committee is now composed of eight members:

   1. Stephen Schreiber
      Assistant Chief Counsel
      Pension Benefit Guaranty Corporation
      1200 K Street, NW
      Washington, DC 20005
      Tel No.: 202-326-4020 Ext. 3759
      Fax No.: 202-326-4112

   2. Scott Douglas Porter
      General Counsel and Secretary
      OCI Chemical Corporation
      Two Corporate Drive, Suite 400
      Shelton, CT 06484
      Tel No.: 203-225-3106
      Fax No.: 203-225-3194

   3. David Mohr
      Temple-Inland Corporate Services
      1300 South MoPac Expressway
      Austin, TX 78746
      Tel No.: 512-434-3929
      Fax No.: 512-434-8051

   4. Elizabeth Dunning
      Chief Financial Officer
      Packaging Dimensions, Inc.
      2300 Raddant Road
      Aurora, IL 60504
      Tel No.: 708-367-4019
      Fax No.: 708-235-0903

   5. Richard Walker, Jr.
      VP, Corporate Counsel and Secretary
      South Jersey Gas Company
      1 South Jersey Plaza
      Folsom, NJ 08307
      Tel No.: 609-567-4000 Ext. 4250
      Fax No.: 609-561-7130

   6. Wally Evans
      President
      Special Shapes Refractory Co., Inc.
      1100 Industrial Boulevard
      Bessemer, AL 35022
      Tel No.: 205-424-5653
      Fax No.: 205-424-3290

   7. Frank H. Markle
      Counsel
      UGI Energy Services, Inc.
      1100 Berkshire Boulevard #305
      Wyomissing, PA 19610
      Tel No.: 610-373-7999
      Fax No.: 610-374-4288

   8. David Kirchoff
      Vice President
      Diageo North America, Inc.
      801 Main Avenue
      Norwalk, CT 06851
      Tel No.: (203)229-8216

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. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: EPA Alleges Environmental Law Violations
------------------------------------------------------
The U.S. Environmental Protection Agency Region 5 has cited Anchor
Glass Container Corp. for alleged clean-air violations at the
company's container glass manufacturing plant at 200 W. Belleview
Dr., Lawrenceburg, Ind.  EPA proposed a $96,901 penalty.

EPA alleges that Anchor Glass failed to use its baghouses to
control emissions of particulate matter at the plant as required
by the company's state operating permit.  EPA also alleges that
the company failed to comply with a number of other requirements
in its state-operating permit.

EPA and the Indiana Department of Environmental Management
discovered the alleged violations during a November 2004
inspection.

Anchor Glass has 30 days from receipt of the complaint to file an
answer and request a hearing.  The company may request an informal
conference with EPA at any time to discuss resolving the
allegations.  Inhaling high concentrations of particulates can
affect children, the elderly and people with heart and lung
diseases the most.

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.
10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Committee Taps Stichter Riedel as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asks the Hon. Alexander L. Paskay of the
U.S. Bankruptcy Court for the Middle District of Florida for
authority to retain Stichter, Riedel, Blain & Prosser, PA, as its
counsel, nunc pro tunc to Aug. 26, 2005.

As the Creditors' Committee's counsel, Stichter Riedel will:

   (a) provide legal advise with respect to the Committee's
       duties and powers in the Debtor's Chapter 11 case;

   (b) assist in the Committee's investigation of the Debtor's
       acts, conduct, assets, liabilities and financial
       condition, the disposition of assets, and any other matter
       relevant to the case or to the formulation of a Plan of
       Reorganization;

   (c) participate in the formulation of a plan of
       reorganization;

   (d) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtor's affairs and the
       causes of insolvency;

   (e) assist and advise the Committee with regard to its
       communications with the general creditor body regarding
       its recommendations on any proposed plan of
       reorganization;

   (f) assist the Committee in requesting the appointment of a
       trustee or examiner, should the action become necessary;

   (g) review and analyze all applications, orders, financial
       information, budgets, statements of operations and
       schedules and statement of financial affairs filed with
       the Court or provided to the Committee, and advise the
       Committee as to their propriety;

   (h) confer with the Debtor's management counsel;

   (i) attend the meetings of the Committee;

   (j) prepare and file appropriate pleadings on behalf of the
       Committee; and

   (k) perform other legal services as may be required and in
       the interest of the creditors, including, but not limited
       to, the commencement and pursuit of adversary proceedings
       as may be authorized.

The Creditors Committee relates that Stichter Riedel will
specifically take complete responsibility for investigating and
pursuing creditors' claims against Wachovia Capital Finance
Corporation.  Moreover, the firm will lead in responding to the
Debtor's request to pay utility companies' prepetition claim and
deposit requests.

Also, Stichter Riedel conducted the Section 341 meeting and has
taken the lead in discussions with the United States Trustee
regarding various issues and has been primarily responsible for
interfacing with the Debtor's counsel as to the general status of
the case.

The Creditors Committee emphasizes that on any issue where its
other counsel has taken the lead, Stichter Riedel will provide
any necessary support, and vice versa.  The firm will respond to
creditor inquiries directed to it.

Stichter Riedel will be paid in accordance with its customary
hourly rate for certain professionals:

               Professional          Hourly Rates
               ------------          ------------
               Partners               $250 - $350
               Associates             $135 - $210
               Paraprofessionals             $100

The firm will also be reimbursed for all necessary out-of-pocket
expenses and charges incurred in connection with its retention.

Harley E. Riedel, Esq., an attorney at Stichter Riedel, assures
Judge Paskay that the firm currently represents no interest
adverse to the Creditors Committee, the Debtor, or any other
party-in-interest in the Debtor's bankruptcy.

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. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Wants TRO Issued Against Arizona Retiree Class
----------------------------------------------------------
In 2003, ASARCO, LLC, Silver Bell Mining, L.L.C., and
Encycle/Texas, Inc., initiated a class action civil suit No.
03-1297 in the United States District Court for the District of
Arizona, Phoenix Division, seeking a declaratory judgment to
determine rights under certain retiree health and benefit plans.

The defendant unions filed counterclaims seeking declaratory
relief and monetary damages from ASARCO, Encycle/Texas, and
Silver Bell in connection with the same retiree plans.  The
retirees asserting the Retiree Claims in the Arizona Litigation
are all retirees of ASARCO.

ASARCO indirectly owns 75% of Silver Bell Mining.

The defendant unions consist of:

   * United Steelworkers of America AFL-CIO/CLC, represented by
     Edward C. Yarter;

   * Local 518 International Brotherhood of Electrical Workers,
     represented by Ben Barcela;

   * Local 570 International Brotherhood of Electrical Workers,
     represented by Tony Ramos;

   * Local 583 International Brotherhood of Electrical Workers,
     represented by Bernard Zornacki;

   * Local 602 International Brotherhood of Electrical Workers,
     represented by Gonzalo Frias; and

   * International Chemical Workers Union, Council of the
     United Food and Commercial Workers International Union,
     AFL-CIO/CLC.

                   The Automatic Stay at Issue

On Aug. 18, 2005, ASARCO filed a bankruptcy notice in the
Arizona Litigation, informing all parties involved that further
actions were automatically stayed as of the Petition Date.  James
R. Prince, Esq., at Baker Bott, LLP, in Dallas, Texas, relates
that the following day, counsel for one of the Unions stated
their unwillingness to acknowledge the applicability of the
automatic stay to the Arizona Litigation and threatened to
continue to litigate claims against ASARCO and the other
plaintiffs.

Recognizing that it could be perceived as "unfair for ASARCO to
continue pursuing its claims in the Arizona Litigation while the
Defendants are stayed from pursuing their counterclaims," ASARCO
offered to dismiss its claims in the Arizona Litigation,
effectively agreeing to a self-imposed stay, Mr. Prince notes.

As of Sept. 19, 2005, the Defendants in the Arizona Litigation
accepted ASARCO's gesture, but responded by insisting that the
automatic stay does not affect the Retiree Claims.  The Arizona
Litigation was previously set for trial on Sept. 13, 2005.

During an Aug. 23, 2005, status conference, the Arizona Court
extended the deadlines for the proposed pretrial order, the
pretrial conference, and the firm trial date.  The Arizona Court
further ordered "as to all parties that the matter is stayed,
without prejudice, and the entire action will be dismissed on
Oct. 21, 2005, unless a notice is filed with the Court that
the bankruptcy stay has been lifted or a motion to lift the stay
has not yet been ruled on by the Bankruptcy Court."

Mr. Prince states that the Defendants continue to insist that
their claims in the Arizona Litigation are not subject to the
automatic stay.

Mr. Prince argues that the automatic stay applies to the Retiree
Claims because they constitute actions that are "against the
debtor" or that seek "to recover a claim against the debtor"
within the meaning of Section 362(a)(1) of the Bankruptcy Code.  
In addition, the Retiree Claims also seek to "obtain possession
of property of the estate or of property from the estate or to
exercise control over property of the estate" within the meaning
of Section 362(a)(3), by virtue of the effort to take a judgment
against a debtor's assets.

Moreover, ASARCO has innumerable cases pending against it in
various state and federal venues, including environmental and
toxic tort suits, and thousands of asbestos-related lawsuits
throughout the country.

Against this backdrop, ASARCO seeks:

   -- a declaration that Section 362(a) has automatically stayed
      the commencement, prosecution, and continuation of the
      Retiree Claims in the Arizona Litigation;

   -- an injunction prohibiting the commencement or continued
      prosecution of any Retiree Claim against ASARCO, Silver
      Bell, and Encycle/Texas during the pendency of the
      Chapter 11 cases to permit the Debtors to attempt to
      reorganize in an orderly fashion; and

   -- issuance of a temporary restraining order to prohibit and
      restrain the Defendants, and any other claimants who may
      hold Retiree Claims, from commencing, prosecuting, or
      enforcing claims against the Debtors until the date that
      the Court rules on the Debtors' request.

Mr. Prince asserts that a temporary restraining order is needed
because of the upcoming deadlines in the Arizona Litigation,
particularly the expiration of the stay on Oct. 21, 2005.

ASARCO will seek to deal with the retiree health and benefit
plans that are the subject of the Arizona Litigation and the
Retiree Claims according to the framework established by Section
1114.

        Prosecution of Retiree Claims Impairs the Debtors

Mr. Prince believes that in the absence of a declaration and
injunction prohibiting the prosecution of the Retiree Claims, it
is likely that the Defendants will seek to continue prosecution
of the Retiree Claims in the Arizona Court.

Mr. Prince explains that the prosecution of the Retiree Claims
would result in irreparable harm to the Debtors because:

   (a) there is risk that shared assets will be diminished, to
       the detriment of the creditor body as a whole;

   (b) ASARCO will be hindered in dealing with its retiree
       benefits as part of the reorganization process in the
       Bankruptcy Court pursuant to the framework established
       by Section 1114 of the Bankruptcy Code;

   (c) if not enjoined, the Retiree Claims will likely impact
       the ability of ASARCO to assist and participate in
       reorganization by diverting personnel and financial
       resources and affecting the Debtors' ability to secure
       the necessary funding for a plan of reorganization; and

   (d) ASARCO will be required to assist in the handling and
       defense of certain of those claims.

"The likelihood of irreparable harm to ASARCO and its creditors
in the absence of injunctive relief far outweighs any harm to the
Defendants asserting the Retiree Claims," Mr. Prince tells Judge
Schmidt.

Mr. Prince adds that the proposed injunction will likely to
benefit all retirees by helping to pave the way for a
reorganization plan.  If ASARCO's efforts to confirm and
consummate its contemplated plan succeeds, the Defendants will
have benefited from the injunction.

Furthermore, Mr. Prince avers that the injunctive relief will
serve the public interest by promoting compliance with the
congressional purposes underlying the automatic stay and
furthering ASARCO's successful reorganization by preserving the
status quo for a limited period of time, to permit ASARCO to deal
with its retiree health and benefit plans and to allow the Court
to consider confirmation of a reorganization plan.

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 Assume ESM Consulting Contract
---------------------------------------------------
ESM Consulting Engineers, LLC, provides professional surveying
services to ASARCO, LLC, in conjunction with a proposed re-
development of the ASARCO site in Ruston, Washington, pursuant
to a Contract Agreement entered on March 1, 2005.

James R. Prince, Esq., at Baker Botts, L.L.P., in Dallas, Texas
tells the U.S. Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, that the parties have already
invested six months in the project, and expect that the work will
take one to two more months to complete.

ESM Consulting has issued a preliminary survey with several
discrepancies regarding property ownership, Mr. Prince notes.

To date, ASARCO has received offers from four entities for the
purchase of the Property.  To maximize the Property's value,
ASARCO intend to select one of the bidders to become a "stalking
horse" in bidding procedures subject for Court approval.

"An accurate property boundary survey is essential so that ASARCO
can be confident that the Purchase and Sale Agreement accurately
describes the Property to be sold," Mr. Prince says.  Mr. Prince
asserts that if the Contract were rejected, the work could be
performed by another surveying service.  However, because ESM
Consulting has not yet prepared any final reports, the new
surveyor would have to start the project over and redo ESM
Consulting's work for which ASARCO has already paid $21,988.

Moreover, the six months that ASARCO and ESM Consulting have
already invested in that project would be lost, Mr. Prince
states.

Accordingly, ASARCO seeks Judge Schmidt's permission to assume
the ESM Consulting Contract pursuant to Section 365(a) of the
Bankruptcy Code.

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).


BAIS YAAKOV: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bais Yaakov of Brooklyn
        aka Children Center of Brooklyn
        aka Kesser Bais Yaakov
        aka Tiferes Bais Yaakov
        1362 49th Street
        Brooklyn, New York 11219

Bankruptcy Case No.: 05-29266

Type of Business: The Debtor owns and operates a school and
                  charitable programs in Brooklyn, New York.

Chapter 11 Petition Date: October 10, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Isaac Nutovic, Esq.
                  Nutovic & Associates
                  488 Madison Avenue, 16th Floor
                  New York, New York 10022
                  Tel: (212) 421-9100

Total Assets: $14,646,055

Total Debts:   $8,730,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Avi Taub                         Tort                   $300,000
c/o Ofeck & Heinze, LLP
401 Broadway
New York, NY 10013

Mrs. Stein                                              $297,000
1745 52nd Street
Brooklyn, NY 11204

A. Schlussel IRA, KLD Inc.       Loan                   $122,500
Def. Ben. Pl.
c/o Sylvor & Richman, LLP
605 Third Avenue
New York, NY 10158

Penina Rosenthal                 Salary                  $80,000

Rabbi Greenbaum                                          $60,000

Mr. Ziegelheim                   Loan                    $60,000

Donna Suzsek                                             $40,000

Tischler                                                 $40,000

Mrs. Pinter                                              $40,000

Carlos Mendoza                   Salary                  $25,000

Eichlers                                                 $25,000

Semels                                                   $24,000

Mr. Greenberg                                            $22,000

Ruthy Halpert                    Salary                  $19,000

Mrs. Oppenheim                   Salary                  $15,000

Miss Yael Arieff                 Salary                  $15,000

Chaya Fried                      Salary                  $13,000

Zeesy Klinger                                            $13,000

Lilki Neiman                                             $12,000

Miriam Tuller                                            $12,000


BELDEN & BLAKE: J.M. Vanderhider Replaces R.W. Peshek as VP & CFO
-----------------------------------------------------------------
Belden & Blake Corporation appointed James M. Vanderhider as its
Vice President and Chief Financial Officer to replace Robert W.
Peshek.

Robert W. Peshek resigned on Oct. 6, 2005, by mutual agreement
with the Company.  He will remain with the Company during a
transition period.  Mr. Peshek's resignation was not the result of
a disagreement with the Company related to any financial or
accounting issues.

Mr. Vanderhider, 46, is the Executive Vice President and Chief
Financial Officer of EnerVest and has been with EnerVest since
March 1996.  Mr. Vanderhider holds a B.B.A. in Accounting from
Texas A&M University and is a Certified Public Accountant. The
Company does not anticipate entering into an employment agreement
with Mr. Vanderhider.

                       New SVP & COO

The Company also appointed Kenneth Mariani as Senior Vice
President and Chief Operating Officer on Oct. 3, 2005.

Mr. Mariani replaces James M. Vanderhider as COO.  Mr. Vanderhider
will serve as Vice President and Chief Financial Officer to
replace Robert W. Peshek.

Mr. Mariani, 44, also serves as a Director of Belden & Blake and
Vice President, Eastern Division for EnerVest.  He has been with
EnerVest since April 2000, based in EnerVest's Charleston, West
Virginia office.  He holds a degree in Chemical Engineering from
the University of Pittsburgh, with a Petroleum option. He received
his MBA degree from the University of Texas and is a Certified
Professional Engineer.  The Company does not anticipate entering
into an employment agreement with Mr. Mariani.

Belden & Blake engages in the exploitation, development,
production, operation and acquisition of oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  Belden &
Blake is a subsidiary of Capital C Energy Operations, LP, an
affiliate of Carlyle/Riverstone Global Energy and Power
Fund II, L.P.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.


CENTRAL WAYNE: Wants Until Nov. 30 to Solicit Plan Acceptances
--------------------------------------------------------------
Central Wayne Energy Recovery Limited Partnership asks the U.S.
Bankruptcy Code for the District of Maryland, Baltimore Division,
for more time to solicit acceptances of its proposed plan of
liquidation.  The Debtor wants until Nov. 30, 2005.  

The Debtor filed its Plan and Disclosure Statement on Sept. 17,
2004.

For months, the Debtor has been engaged in extensive negotiations
regarding the structure of the Plan with Wilmington Trust Company,
as indenture Trustee for bondholders, VonWin Capital LP, and the
Official Committee of Unsecured Creditors.  The Debtor believes
that as a result of the negotiations, all previously disputed
issues have been resolved.  

The Debtor submits that the extension is warranted to finalize
and wrap-up the negotiations with the indenture Trustee, VonWin
and the Committee.

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP owns a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity.   
The Company filed for chapter 11 protection on December 29, 2003
(Bankr. D. Md. Case No. 03-82780).  Maria Chavez Ruark, Esq.,
Piper Rudnick LLP represent the Debtor from its creditors.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $100 million in  
debts.


CHI-CHI'S: Disclosure Statement Hearing Set for Oct. 25
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing at 10:00 a.m., on Oct. 25, 2005, to consider the
adequacy of the Disclosure Statement explaining the Joint Plan of
Liquidation filed by Chi-Chi's, Inc., and its debtor-affiliates.  
The Debtors filed their Disclosure Statement and Joint Plan on
Oct. 7, 2005.

                 Summary of the Joint Plan

The Plan provides for the establishment of a Liquidating Trust to
hold and distribute the Debtors' assets and funds for the benefit
of holders of Allowed Claims against the Debtors.  A Liquidating
Trustee will be appointed on or before the Effective Date and
approved by the Court in order to administer and manage the Trust.

The Debtors through the Effective Date, and the Liquidating
Trustee after that, will liquidate in a commercially reasonable
manner all other property of the Debtors by sale or other
disposition and distribute the proceeds in accordance with the
Plan and the Liquidating Trust Agreement.

On the Effective Date, the Debtors will transfer the Distribution
Fund, except the Insurance Policies, the California Disability
Reserve and, if already established, the Hepatitis A Reserve to
the Liquidating Trust.  If the Hepatitis A Reserve is established
on the Effective Date, Chi-Chi's will transfer any Cash to be
transferred to the Reserve and the Liquidating Trustee will manage
and control the distribution of the Hepatitis A Reserve in
accordance with the Plan.

The Debtors will retain their rights under the Insurance Policies,
subject to the right of the Liquidating Trustee to manage,
liquidate and control the prosecution of any matters related to
the Debtors' interest in the Insurance Policies and to receive any
proceeds of the Insurance Policies to which the Debtors are
entitled.

On the Effective Date, the Debtors will transfer the California
Disability Reserve to FRI-MRD, subject to control of Anthony
Baril.  The California Disability Reserve will only be used for
the payment of obligations of FRI-MRD to the State of California
for FRI-MRD's self-funded employee disability plan.  After all of
those obligations are satisfied, the remainder of the funds in the
California Disability Reserve will be transferred to the
Liquidating Trust.

               Treatment of Claims and Interests
                      against Chi-Chi's Inc.

The Plan groups claims and interests into seven classes against
lead Debtor Chi-Chi's Inc.

Unimpaired claims consist of:

   1) Secured Claims, which will be cured and reinstated pursuant
      to Sec. 1124(2) of the Bankruptcy Code or for which the
      legal, equitable and contractual rights to which the holders
      of Allowed Secured Claims are entitled will remain
      unaltered;

   2) Priority Claims, totaling approximately $7,000, which will
      receive on the Effective Date the principal amount of their
      Allowed Claims from the Chi-Chi's Assets without interest;
      and

   3) Unsecured Hepatitis A Claims, which will be paid in full
      from the Hepatitis A Insurance Proceeds and, in the event
      that the Unsurance Proceeds are insufficient to pay all
      those Claims, any unpaid portion of their Allowed Claims
      will be paid from the Hepatitis A Reserve Fund;

Impaired claims consist of:

   1) Unsecured Claims of FRI-MRD, slated to receive the FRI-MRD
      Distribution as more fully described in Section VII.B of the
      Plan;

   2) Other Unsecured Claims, totaling $9 million to $12 million,
      and will receive periodic payments from the Liquidating
      Trust only after full satisfaction of Holders of Secured
      Claims, Priority Claims, Unsecured Hepatitis A Claims and
      Unsecured Hepatitis A Claims.  Each holder of an Allowed
      Other Unsecured Claim will receive either the lesser of:

      a) an amount equal to that Holder's Allowed Claim, or

      b) the Pro Rata share of the available sum of monies to be
         distributed to all holders of Allowed Other Unsecured
         Claims from the Chi-Chi's Assets by the Liquidating
         Trust;

   3) Inter-Debtor Claims will receive periodic payments from the
      Liquidating Trust only after full satisfaction of Holders of
      Secured Claims, Priority Claims, Unsecured Hepatitis A
      Claims, Unsecured Hepatitis A Claims and Other Unsecured
      Claims.  Each holder of an Allowed Inter-Debtor Claim will
      receive either the lesser of:

      a) an amount equal to that Holder's Allowed Claim, or

      b) the Pro Rata share of the available sum of monies to be
         distributed to all holders of Allowed Inter-Debtor Claims
         by the Liquidating Trustee;

   4) Interests will be cancelled on the Effective Date and will
      not receive any distribution under the Plan on account of
      those claims.

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

  http://www.researcharchives.com/bin/download?id=051011023605

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

  http://www.researcharchives.com/bin/download?id=051011023815

Objections to the Disclosure Statement, if any, must be filed and
served by Oct. 18, 2005.

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


CITATION CORP: Disputes DaimlerChrysler's Right to Set Off Debt
---------------------------------------------------------------
Reorganized Citation Corporation and its affiliates ask the U.S.
Bankruptcy Court for the Northern District of Alabama, Southern
Division, to enforce the terms of their confirmed joint plan of
reorganization and ban DaimlerChrysler Corporation from using its
prepetition claims to reduce postpetition obligations to the
Reorganized Debtors.
  
                    Unauthorized Set Off

Citation manufactures bearing caps for DaimlerChrysler.  In March
2005, six months after its bankruptcy filing and three months
after the claims bar date, DaimlerChrysler issued a debit memo to
Citation for costs it allegedly incurred in connection with
defective bearing caps supplied by the Debtors prepetition.

Instead of filing a proof of claim as an unsecured creditor,
DaimlerChrysler used the debit memo to reduce amounts it owed to
Citation for post-petition deliveries under different purchase
orders.  

DaimlerChrysler contends that it is entitled to reduce amounts it
owes Citation under a theory of recoupment.  DaimlerChrysler has
debited approximately $199,396 against its debt to Citation and
asserts a right to withhold approximately $274,137 more.

                     Citation Says No

Robert W. Tapscott, Jr., Esq., at Maynard, Cooper & Gale, PC,
tells the Bankruptcy Court that DaimlerChrysler's actions are
improper and violate the automatic stay, the confirmed plan, and
the Bankruptcy Code.

Mr. Tapscott explains that a right to recoupment is only available
where mutual debts arise from a single integrated contract or
transaction.  Since the purchase orders debited by DaimlerChrysler
are different from the purchase order covering the delivery of the
defective bearing caps, DaimlerChrysler is not entitled to a set
off.

In addition, Mr. Tapscott says that DaimlerChrysler's failure to
timely file a proof of claim for the alleged damages forfeit any
right it has to a distribution under the confirmed plan.  

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures   
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  Judge
Tamara O. Mitchell confirmed the company's Second Amended Joint
Plan of Reorganization on May 18, 2005.


COLLEGE PROPERTIES: Ch. 11 Trustee Hires Osborn Maledon as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave Brian
Mullen, the Chapter 11 Trustee of College Properties 1 & 2 Limited
Partners, permission to employ Osborn Maledon P.A. as his counsel.

Osborn Maledon will:

   a) prepare pleadings, motions and applications as well as
      conducting examinations incidental to estates'
      administration;

   b) investigate the nature and amount of claims of creditors in
      this case;

   c) evaluate the Debtor's assets and pre-petition actions and
      advise the Trustee of his rights, duties and obligations as
      Trustee under Chapter 11 of the Bankruptcy Code;

   d) take any and all other necessary actions to recover assets
      of these Chapter 11 estates and to properly preserve and
      administer this Chapter 11 estates; and

   e) represent other services as circumstances dictate.

The Firm's professionals' current hourly rates:

            Designation                Hourly Rate
            -----------                -----------
            Attorneys                  $160 - $345
            Paralegals & Assistants     $45 - $135

To the best of the Trustee's knowledge, Osborn Maledon does not
represent any interest adverse to the Trustee or the bankruptcy
estates.

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 FLOORCOVERINGS: S&P Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Service revised its outlook on carpet
manufacturer Collins & Aikman Floorcoverings Inc. to negative from
stable.
     
At the same time, Standard & Poor's affirmed its ratings on the
Dalton, Georgia-based company, including its 'B+' corporate credit
rating.  Total debt outstanding at July 30, 2005, was about $208
million.
      
"The outlook revision reflects our expectation that the company
will continue to face significant margin pressures, limiting its
financial cushion within the rating category," said Standard &
Poor's credit analyst Susan Ding.

The combination of rapidly escalating raw material, energy, and
transportations costs due to the recent hurricanes, and the
uncertainty as to when these prices will stabilize, are a rating
concern.  In addition, unabsorbed fixed overhead and higher
operating costs related to the company's facility maximization
project will further pressure already weakening margins, which are
well below the company's historical levels of above 20%.

            About Collins and Aikman Floorcoverings

Collins and Aikman Floorcoverings, Inc., is a wholly owned
subsidiary of Tandus Group, Inc., and is not affiliated with auto-
part maker Collins & Aikman Corporation and its chapter 11 debtor-
affiliates.  Collins and Aikman Floorcoverings, Inc. was an
operating unit of Collins and Aikman Corporation until 1997 when
it was then split off in a sale transaction led by its executive
management team and a private equity sponsor.  Since that time
there have been no legal association or business relationship
between the companies and they have operated independently.

Collins and Aikman Floorcoverings, Inc. markets commercial carpets
under the "C&A Floorcoverings" and "C&A" brand names.  Tandus
unites the industry's leading specialized flooring brands --
Monterey, C&A, and Crossley.  Drawing upon each brand's individual
strengths, Tandus offers its customers single-source innovative
product design and technology, comprehensive services, and
environmental leadership.  Based in Dalton, Ga., Tandus --
http://www.tandus.com/-- is a leading commercial floorcoverings  
company.  Tandus' Collins and Aikman Floorcoverings, Inc.
subsidiary files reports with the Securities and Exchange
Commission.  


COMDIAL CORP: Wants Excl. Plan Filing Period Stretched to Jan. 20
-----------------------------------------------------------------          
Comdial Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, through
and including Jan. 20, 2006, the time within which they alone can
file a chapter 11 plan.  The Debtors also ask the Court for more
time to solicit acceptances of that plan from their creditors,
through and including March 21, 2006.

The Debtors give the Court four reasons that militate in favor of
the extension:

   1) their time and attention was recently devoted to negotiating
      and completing the sale of substantially all of their assets
      to Vertical Communications Acquisitions Corp., which
      recently closed on Sept. 28, 2005, and stabilizing their
      business affairs;

   2) they are proceeding in good faith towards the resolution of
      their bankruptcy cases by resolving outstanding issues
      related to their cases, paying all of their post-petition
      bills in a timely fashion and using the remaining proceeds
      of the asset sale to cover the administrative costs of
      winding their estates;

   3) they have demonstrated reasonable prospects for filing a
      viable chapter 11 plan because of the availability of funds
      from the asset sale for distribution to unsecured creditors;

   4) the Debtors have cooperated and negotiated with creditors
      and other parties-in-interest with regards to the
      formulation of the plan and they are seeking the extension
      to exert any pressure on those creditors.

The Court will convene a hearing at 9:30 a.m., on Oct. 25, 2005,
to consider the Debtors' request.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market  
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


COMDIAL CORP: Has Until Nov. 22 to File Notices of Removal
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Comdial Corporation and its debtor-affiliates an extension,
through and including Nov. 22, 2005, the time within which they
can file notices of removal of pre-petition Civil Actions pursuant
to Bankruptcy Rule 9027(a)(2)(A).

The Debtors explain that they are parties to numerous Civil
Actions pending throughout the country, with most of those Civil
Actions are subject to removal pursuant to 28 U.S.C. Section 1452,
which applies to claims relating to bankruptcy cases.

The Debtors give the Court four reasons in support of the
extension:

   1) it will give them more opportunity to consult with the
      various attorneys handling the Civil Actions to determine
      whether removal of those Actions should be appropriate;

   2) it will give the Debtors' management more time to make fully
      informed decisions concerning the removal of each Civil
      Action and will assure that their estates' valuable rights
      under 28 U.S.C. Section 1452 can be exercised in the
      appropriate manner;

   3) the rights of any party to the Civil Actions will not be
      prejudiced because Section 362 of the Bankruptcy Code has
      automatically stayed those Actions; and

   4) if the Debtors ultimately seek to remove any Civil Action
      pursuant to Bankruptcy9027, any party to the litigation can
      seek to have that Action remanded pursuant to 28 U.S.C.
      Section 1452(b).

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market  
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


CONTINENTAL AIRLINES: Contributes $84 Mil. More to Pension Plans
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) contributed an additional
$84 million cash to its defined benefit pension plans.  These
contributions bring Continental's year-to-date pension
contributions to $304 million and meet its minimum required
contribution for 2005.

"Continental's recent $84 million pension contribution
demonstrates that we are working hard to fulfill our obligations
and keep our promises to employees," said Larry Kellner,
Continental's chairman and chief executive officer.

Since 2002, Continental Airlines has contributed $826 million to
its pension plans.

Continental Airlines -- http://continental.com/-- is the world's     
sixth-largest airline, serving 128 domestic and 111 international  
destinations -- more than any other airline in the world -- and  
serving nearly 200 additional points via codeshare partner  
airlines.  With 42,000 mainline employees, the airline has hubs  
serving New York, Houston, Cleveland and Guam, and carries  
approximately 51 million passengers per year.  FORTUNE ranks  
Continental one of the 100 Best Companies to Work For in America,  
an honor it has earned for six consecutive years.  FORTUNE also  
ranks Continental as the top airline in its Most Admired Global  
Companies in 2004.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Moody's Investors Service assigned a Ba2 rating to the proposed
Series 2005-ERJ1 Class A Pass Through Certificates of Continental
Airlines, Inc. and affirmed Continental's long term debt ratings
(corporate family rating at B3).  Moody's said the rating outlook
is negative.


DANA CORPORATION: Restating 2004 and 2005 Financials
----------------------------------------------------
Dana Corporation (NYSE: DCN) reported that it will restate its:

    * 2004 financial statements;
    * first-quarter 2005 financial statements; and
    * second-quarter 2005 financial statements.

The company also postponed its third-quarter 2005 earnings release
and is withdrawing its earnings guidance for full-year 2005.

              Restatement of Financial Statements

Dana's management and the Audit Committee of the Board of
Directors have determined, as a result of their ongoing internal
investigations, that the company did not properly account for
certain items during 2004 and the first and second quarters of
2005.  As a result, management and the Audit Committee have
concluded that Dana's financial statements for these periods
should no longer be relied upon and that restatements will be
required for these periods.  The primary purpose for the
restatements is to correct issues involving customer pricing and
transactions with suppliers in Dana's Commercial Vehicle business.

The company's conclusions were reached in consultation with its
independent registered public accounting firm,
PricewaterhouseCoopers LLP, and independent investigators retained
by the Audit Committee.  The company will file amended reports on
Forms 10-K/A and 10-Q/A for the periods being restated.

                      Material Weakness

In connection with the restatements, the company believes that
there are material weaknesses in its internal control over
financial reporting.

The company has not completed its investigations.  It has not
determined whether it will be necessary to revise the estimated
impact on second-quarter income of $10-15 million after tax, which
it reported on Sept. 15, 2005, based on information available at
that time from its preliminary review.  The Company has also not
determined what additional amounts will be required to adjust the
statements for the other periods.

               Write Off of U.S. Deferred Tax Assets

On Sept. 15, 2005, Cpmpany announced that it was evaluating its
ability to maintain its U.S. deferred tax assets in light of the
change in its earnings outlook.  At June 30, 2005, the Company
reported that its U.S. deferred tax assets totaled approximately
$740 million.  The company now believes that it will be unable to
maintain its U.S. deferred tax assets or to record similar tax
benefits in the future.  The company is assessing the impact of
this on its financial statements.  The write-off of the U.S.
deferred tax assets and the inability to record similar tax
benefits in the future has a direct negative impact on net income
but does not impact the company's cash flow.

                  Impact on Financial Agreements

Following the announcement on Sept. 15, 2005, that it would likely
restate its second-quarter financial statements, the company
received certain necessary waivers under its five-year bank
facility and its accounts receivable securitization agreement for
the second quarter.  The company also received a waiver of the
financial covenants under its bank facility for the third quarter.  
The company is now assessing the impact of the additional
restatements and the decision to write off the U.S. deferred tax
assets on its obligations under those credit facilities and other
agreements.

             Third-Quarter Earnings Release Postponed

As a result of the restatements, Dana will not release its third-
quarter 2005 results on Oct. 19, 2005, as previously anticipated.  
At this time, no date has been set for the third-quarter release.

         Operational and Strategic Actions Being Evaluated

The company continues to evaluate a number of significant
measures, both operational and strategic, to improve its financial
performance, and will make further announcements regarding its
plans as soon as appropriate.

Dana Corporation -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  A
leading supplier of axle, driveshaft, engine, frame, chassis, and
transmission technologies, Dana employs 46,000 people in 28
countries.  Based in Toledo, Ohio, the company reported sales of
$9.1 billion in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Fitch Ratings has downgraded the senior unsecured debt and senior
unsecured bank facility of Dana Corp. one notch to 'BB+' and
placed the ratings on Rating Watch Negative.

These actions follow the announcement that the company has reduced
its full-year 2005 earnings outlook, in part, as a result of
manufacturing inefficiencies at its Commercial Vehicle unit and
continued raw material cost pressures.


DELPHI CORP: U.S. Trustee to Appoint Committee on Oct. 17
---------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene an organizational meeting of Delphi's largest unsecured
creditors on Oct. 17, 2005, at 10:00 a.m.  The meeting will be
held in the New York Marriott Marquis Hotel located at 1535
Broadway in Manhattan.  

Ms. Martini explains that the sole purpose of the meeting will be
to form a committee or committees of unsecured creditors in the
Debtors' cases.  "This is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code," Ms. Martini emphasizes.

Ms. Martini relates that a representative of the Debtors will
attend and provide background information regarding the Chapter
11 petitions.

Ms. Martini has obtained a list of the Debtors' 200-largest
creditors from Delphi, and will send invitations to those 200
creditors.  Creditors who want to serve on the Committee are
required to complete and return an acceptance form to the U.S.
Trustee's office.  

Headquartered in Troy, Michigan, Delphi Corp. --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Judge Gonzalez Directs Joint Administration of Cases
-----------------------------------------------------------------          
Delphi Corp. sought and obtained an order from the Honorable
Arthur J. Gonzalez of the U.S. Bankruptcy Court for the Southern
District of New York authorizing and directing the joint
administration of the 38 chapter 11 cases filed by its direct or
indirect subsidiaries with its chapter 11 case.  

The Debtors provided Judge Gonzalez with a corporate organization
chart showing how each debtor is related to the other.  A copy of
that chart is available at http://bankrupt.com/misc/DPHChart.pdf
at no charge.  

The Debtors make it clear that their request, pursuant to Rule
1015 of the Federal Rules of Bankruptcy Procedure, is for
procedural purposes only.  The Debtors are not asking the Court
to substantively consolidate or otherwise co-mingle their assets
at this juncture.  

Judge Gonzalez approved the Debtors' request, finding that
there's no need for the Debtors to file 39 copies of each
pleading or send creditors 39 copies of each notice required
under the Bankruptcy Code and Rules.  Judge Gonzalez directs that
all pleadings and papers filed in Delphi's cases be captioned:

   UNITED STATES BANKRUPTCY COURT
   SOUTHERN DISTRICT OF NEW YORK
   - - - - - - - - - - - - - - - - x
                                   :
   In re                           : Chapter 11  
                                   :
   DELPHI CORPORATION, et al.,     : Case No. 05-44481
                                   :
                Debtors.           : (Jointly Administered)
                                   :
   - - - - - - - - - - - - - - - - x
                      
Headquartered in Troy, Michigan, Delphi Corp. --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Wants GM to Commit to $1 Billion of Business a Month
-----------------------------------------------------------------
James Mackintosh, Bernard Simon and Ivar Simensen, writing for the
Financial Times, report that Delphi Corp., the bankrupt U.S. auto
parts maker, is asking General Motors to guarantee $1 billion of
business per month.  Delphi says that commitment is a cornerstone
of the company's initial restructuring plan.

Steve Miller, Delphi's chairman and chief executive, told the FT
"At this moment we are going to see if we can create a business
plan that's robust enough to support recovery of our underfunded
pension plan and therefore avoid termination [of the plan]."

However, Tom Kowaleski, head of communications at GM, told the FT
that it is unlikely that the company will promise fixed levels of
business to its former subsidiary.

While General Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.  Under
the terms of the 1999 spin-off, General Motors agreed to provide
medical and pension benefits to Delphi retirees if the company
sought protection before mid-2007 -- potentially an $11 billion
liability for GM.

                      UAW Labor Talks

Delphi is also asking the United Auto Workers for major
concessions to avoid dumping its pension fund -- which is
underfunded by $4.3 billion -- on to the Pension Benefit Guaranty
Corp.  Among Delphi's demands on the Union are:

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

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


DELPHI CORP: Chapter 11 Filing Cues S&P to Lower Ratings to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Delphi
Corp. to 'D' after the company's U.S. operations filed for Chapter
11 bankruptcy protection.  The recovery rating on Delphi's senior
secured bank facility was withdrawn.  Delphi, the largest U.S.
manufacturer of automotive components, has total debt of about
$6 billion and total unfunded pension obligations and other
postretirement employee benefit liabilities of about $14.5
billion.
      
"Delphi suffers from an uncompetitive business structure with high
fixed costs, primarily because of the rich wages and benefits
given to its U.S. hourly workforce," said Standard & Poor's credit
analyst Martin King.  "The company's largest customer, General
Motors Corp., which contributes 50% of Delphi's sales, has
recently lost market share and reduced production (see the related
media release on GM).  At the same time, Delphi faces higher costs
for material and employee benefits, which have caused the
company's earnings and cash flow to fall sharply this year.  
Delphi reported a $741 million net loss for the first six months
of 2005, compared with a $206 million profit during the same
period in 2004."
     
The company's inflexible labor agreements prevent it from reducing
headcount, shutting plants, selling unprofitable operations, or
completing other restructuring actions that might improve
profitability.  For the past several months, Delphi had been
engaged in discussions with GM and the United Auto Workers, its
largest labor union, to restructure its unprofitable U.S.
operations, but the parties were unable to reach an agreement.
     
Delphi intends to use the Chapter 11 process to substantially
restructure its U.S. operations.  The company will realign its
product portfolio and manufacturing footprint to focus on core
businesses that have favorable growth prospects and can be
operated profitably.  It will also divest, consolidate, or
wind down a large part of its U.S. manufacturing operations.
Delphi plans to transform its labor agreements in order to create
a more competitive labor cost structure, and it will also reduce
pension and OPEB benefits.  The restructuring process is likely to
involve difficult and protracted negotiations with Delphi's
customers, labor unions, and creditors.
     
Delphi has received a commitment for up to $2 billion in senior
secured debtor-in-possession financing from a group of lenders.
The DIP loan, combined with cash generated from operations and
$1.6 billion of cash on hand, will be used to fund post-petition
operating expenses.  More than $1 billion of Delphi's cash is held
outside the U.S., and this will be used to support global
operations, which were not included in the bankruptcy filing.


DELPHI CORP: Fitch Junks Rating on Sr. Secured Bank Lines   
---------------------------------------------------------
Fitch downgraded Delphi Corporation's ratings following the
Company's announcement that it has filed for Chapter 11 bankruptcy
court protection:

    -- Issuer default rating (IDR) to 'D' from 'CCC';
   
    -- Senior secured bank lines to 'CCC-' from 'B'. The recovery
       rating remains 'R1';

    -- Senior unsecured notes to 'C' from 'CC'. The recovery
       rating remains 'R6';

    -- Trust preferred securities to 'C' from 'CC'. The recovery
       rating remains 'R6'.

Delphi's restructuring in bankruptcy is likely to produce a
partial dismantling of the company, through facility closures and
re-sourcing of contracts away from Delphi.  Delphi's immediate
challenge in bankruptcy will be to establish a new labor agreement
with the UAW, given the deep cuts it is seeking in headcount,
facilities, and benefits, without facing labor disruptions.  
Delphi has obtained $2 billion in Debtor-In-Possession financing
to provide liquidity during its restructuring.

Fitch's recovery analysis shows secured bank lines are expected to
achieve full recovery while unsecured debt holders are likely to
suffer substantial losses.  Unsecured holders could be
substantially diluted by Pension Benefit Guarantee Corp. claims
(in the event of a termination of its pension plans) and GM claims
arising from its guarantee of certain retiree benefits (estimated
by GM to be as high as $11 billion).

In the event of a termination of Delphi's pension plan, estimated
PBGC claims are expected to be substantially higher than the GAAP
underfunded position given the experience of recent airline
bankruptcies.  Together with GM's claims under its indemnification
agreement with Delphi, unsecured debtholders' recovery could be
minimal.


DELPHI CORP: NYSE Reviewing Continued Stock Listing Status
----------------------------------------------------------
The New York Stock Exchange said Monday that it will continue to
review and monitor the continued listing status of:

    * the common stock of Delphi Corp. -- ticker symbol DPH;

    * its 6-1/2% Notes due May 1, 2009 -- ticker symbol DPH 09;

    * its 7-1/8% debentures due May 1, 2029 -- ticker symbol
      DPH 29; and

    * the 8.25% Cumulative Trust Preferred Securities of Delphi
      Trust I -- ticker symbol DPH PR A.

Delphi announced on October 8, 2005 that it and 38 of its domestic
U.S. subsidiaries filed voluntary petitions for business
reorganization under chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Southern District of New York.

The NYSE has completed its review to-date and will begin the
procedure to resume trading in the Company's securities.  However,
the NYSE will carefully consider the price indications obtained in
the opening process. The NYSE will move to immediately suspend
trading in the Company's securities should:

    (1) these price indications or subsequent trading reflect a
        price that the NYSE deems to be "abnormally low;"

    (2) the NYSE receives authoritative advice that the security
        is without value; or

    (3) the Company falls below the quantitative continued listing
        standards listed in the next paragraph.  

The NYSE will continue to closely monitor events at the Company
and the appropriateness of continued listing of the Company's
securities.

The NYSE's quantitative continued listing standards require total
market capitalization of not less than $75 million over a 30
trading day period and stockholders' equity of not less than $75
million, in addition to total market capitalization of not less
than $25 million over a 30 trading day period.  The NYSE's
continued listing standards also require a minimum share price of
$1 over a 30 trading day period. The Company is currently in
compliance with all of these quantitative continued listing
requirements.

The Exchange notes that it may make an appraisal of, and determine
on an individual basis, the suitability for continued listing of
an issue in light of all pertinent facts whenever it deems such
action appropriate, and that the Exchange may, at any time,
suspend a security if it believes that continued dealings in the
security on the NYSE are not advisable.


DELTA AIR: Wants Court Nod to Sell Non-Core Assets for $10 Million
------------------------------------------------------------------
Before the Petition Date, Delta Air Lines Inc. and its debtor-
affiliates routinely and in the ordinary course of business sold
or, when necessary, otherwise disposed of non-core assets that are
unnecessary or could not be used profitably in their operations.

The Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authorization to establish uniform
procedures to:

    (i) sell certain obsolete, surplus or burdensome assets having
        a sale price of $10,000,000 or less where the sale is
        arguably outside the ordinary course of their business;
        and

   (ii) abandon any de minimis assets where a sale cannot be
        consummated at a price greater than the costs of the sale.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
tells the Court that the sale or abandonment of the De Minimis
Assets will reduce the burden on the Debtors' estates and will
facilitate an improvement in the Debtors' cash position.

However, he notes that, it would not be an efficient use of the
Debtors' resources or the Court's time to seek Court approval each
and every time the Debtors have an opportunity to sell or abandon
De Minimis Assets.

                          Sale Procedures

The Debtors propose to implement their own procedures in lieu of
the requirements set in Rule 6004-1 of the Local Bankruptcy Rules
for the Southern District of New York.

The Debtors' procedures for selling or abandoning De Minimis
Assets will depend on the Sale Price.

The Debtors define Sale Price as the net benefit estimated to be
realized by their estates.  The net benefit is the amount of cash
consideration to be received by the Debtors plus the amount of
liabilities to be assumed by the purchaser, less expenses to be
incurred in connection with the sale, offsets or other deductions.

The Debtors propose to pay any auctioneer or broker they engage in
connection with any sale or attempted sale of De Minimis Assets.  
No auctioneer or broker will be required to file a retention
application under Section 327 of the Bankruptcy Code.

A. Sale Price below $3 million

    If the Sale Price of a De Minimis Asset is less than or equal
    to $3,000,000, no notice or hearing will be required.

B. Sale Price between $3 million and $10 million

    If the Sale Price of a De Minimis Asset that the Debtors
    believe is arguably outside of the ordinary course of the
    their business is greater than $3,000,000 and less than or
    equal to $10,000,000, the Debtors will implement these
    procedures:

    (a) The Debtors will file with the Court and serve on limited
        parties a notice, specifying:

         (1) the assets to be sold,

         (2) if the purchaser is an affiliate of any of the
             Debtors, the identity of the purchaser,

         (3) any commissions to be paid to third parties, and

         (4) the proposed purchase price.

    (b) Any objection to the proposed sale is due within 10 days
        from the date of the Sale Notice and must be served on:

         -- the U.S. Trustee;

         -- attorneys of the Debtors;

         -- attorneys for the official committee of unsecured
            creditors in the Debtors' Chapter 11 cases; and

         -- the attorneys for the agent for the Postpetition
            Lenders.

    (c) A reply to an Objection must be filed with the Court and
        served on or before 12:00 p.m. on the day that is at least
        two business days before the date of the applicable
        hearing.

    (d) If no Objections are timely received and filed, the
        Debtors may immediately sell the De Minimis Assets listed
        in the Sale Notice and take any actions that are
        reasonable and necessary to close the transaction and
        obtain the sale proceeds.  If an Objection is timely
        received and filed and cannot be settled by the parties,
        the De Minimis Asset that is the subject of the Objection
        will not be sold except upon order of the Court.

C. Sale Price greater than $3 million

    If the Sale Price of a De Minimis Asset that the Debtors
    believe is arguably outside of the ordinary course their
    business is greater than $10,000,000, the Debtors will
    file a motion with the Court requesting approval of the sale.

Pursuant to Section 363(f) of the Bankruptcy Code, the Debtors
propose to sell De Minimis Assets free and clear of any liens,
claims and encumbrances.

                      Abandonment Procedures

The Debtors expect to take all reasonable steps to sell the De
Minimis Assets.  However, these assets include obsolete materials
and equipment, non-repairable equipment, and other assets that may
not be saleable or where the costs of marketing or storing the
assets in preparation for sale are likely to exceed the proceeds.

To the extent the Debtors determine a sale of De Minimis Assets
cannot be consummated at a price greater than the costs of sale,
the De Minimis Assets may be abandoned in accordance with these
procedures:

A. Less than or Equal to $3,000,000

    If the estimated gross proceeds of the De Minimis Asset to be
    abandoned is less than or equal to $3,000,000, the Debtors
    will serve notice on the person or entity to whom the personal
    property is to be abandoned and any person or entity known to
    the Debtors as having an interest in the De Minimis Asset to
    be abandoned, including any known creditor asserting a Lien on
    the De Minimis Asset to be abandoned.  The notice will be
    served five business days before the De Minimis Assets are
    abandoned.

B. Between $3 million to $10 million

    If the estimated gross proceeds of the De Minimis Asset to be
    abandoned is greater than $3 million and less than or equal to
    $10 million, the Debtors will implement these Procedures:

     a. The Debtors will file with the Court and serve on limited
        parties an abandonment notice, specifying:

          (i) the property to be abandoned,

         (ii) the reason for the abandonment,

        (iii) the parties known to have an interest in the
              property, and

         (iv) the entity to which the personal property is to be
              abandoned.

     b. Objections must be filed and served by 4:00 p.m. on the
        day that is ten days from the date the Abandonment Notice
        is filed and served.

     c. An Objection will be considered timely only if it is filed
        with the Court and actually received by these parties on
        or before the Abandonment Objection Deadline:

          (i) the U.S. Trustee,

         (ii) attorneys for the Debtors,

        (iii) the attorneys for the official committee of
              unsecured creditors in the Debtors' Chapter 11 cases
              and

         (iv) the attorneys for the agent for the Debtors'
              postpetition lenders.

     d. Unless otherwise ordered by the Court, a reply to an
        Objection may be filed with the Court and served on or
        before 12:00 p.m. on the day that is at least two business
        days before the date of the applicable hearing.

     e. If no Objections are timely received and filed, the
        Debtors may immediately abandon the De Minimis Asset
        listed in the Abandonment Notice and take any actions that
        are reasonable or necessary to abandon the subject
        property.  If an Objection is timely received and filed
        and cannot be resolved between the parties, the De Minimis
        Asset that is the subject of the Objection will not be
        abandoned except upon Court order.

C. Greater than $10,000,000

    If the estimated gross proceeds of the De Minimis Asset to be
    abandoned is greater than $10,000,000, the Debtors will file a
    motion with the Court requesting approval of the abandonment.

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)


ENVIRONMENTAL TRUST: Wants Exclusive Period Extended to Dec. 19
---------------------------------------------------------------
The Environmental Trust, Inc., asks the U.S. Bankruptcy Court for
the Southern District of California to extend until Dec. 19, 2005,
the time within which it has the exclusive right to file a plan of
reorganization.

The Debtor contends that:

    (1) the number of conserved properties, the environmental
        issues involved and the number of Federal, State and local
        entities having an interest in the case makes the case
        complex;

    (2) the conserved properties involved multiple transactions,
        different maintenance, monitoring, and management
        obligations, and a variety of both private and public
        parties;

    (3) the uniqueness of each property requires a very large
        number of classes but the environmental concerns required
        the Debtor to attempt to gain a broad base of support for
        a plan of reorganization; and

    (4) from the beginning of the case, the Debtor has solicited
        input from governmental agencies and creditors on
        designing a fair and feasible plan, which the Debtor has
        achieved with the plan if filed on July 29, 2005, 128 days
        after the petition date.

The Debtor further discloses that even after filing the Plan, it
accepted ongoing comments from governmental agencies and creditors
resulting in the filing of an amended combined Disclosure
Statement and Plan on Sept. 7, 2005.  The Debtor says that given
the complexity of the case and unique issues, it has acted
diligently in proposing a plan and building the foundation for a
consensual plan.

The Debtor tells the Court that it believes the "cause"
requirement of Section 1121(d) of the Bankruptcy Code is satisfied
and asks the Court to grant its motion to extend its exclusive
period.

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: Emergence Is Contingent on Pension Termination
---------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates want to
terminate:

      1) the Falcon Products, Inc., Retirement Plan;
      
      2) the Shelby Williams Industries, Inc., Employees' Pension
         Plan; and

      3) the Sellers & Josephson, Inc., Employees' Pension Plan.

The Debtors believe that they satisfy the financial requirements
under section 4041(c)(2)(B)(ii)(IV) of the Employee Retirement
Income Security Act of 1974 for a distress termination of the
pension plans.

The success of the Debtors' Amended Chapter 11 Plan of
Reorganization, confirmed on Friday, Oct. 7, 2005, is largely
dependent on a $30 million exit facility that Whipporwill
Associates, Inc., and Oaktree Capital Management, LLC, will
provide.  The exit lenders however, will only loan the money
provided that the Debtors will eliminate its underfunding
obligation to the Pension Plans.

If the Debtors' pension plans are terminated, the PBGC will assume
over $30 million in liabilities for unfunded pension benefits.

However, the Pension Benefit Guaranty Corporation told the U.S.
Bankruptcy Court for the Eastern District of Missouri, Eastern
Division, that the Debtors have not presented sufficient evidence
that they can't operate outside of bankruptcy protection without
first terminating the three pension plans.

Falcon reaffirms the need to terminate the plans.  The Debtors
tell the Court that with an underfunded pension on their
shoulders, they won't be able to pay their debts, will never be
able to emerge, much less successfully operate outside
chapter 11.

The PBGC said that it's premature for the Court to issue a
resolution.  It asked that Falcon come forward with a fully
developed business plan that is based on credible and complete
financial projections and other financial information which can
support the termination of the pension plans.  Falcon said that
the Consolidation Plan discussed in its Disclosure Statement is
precisely what the PBGC is asking for.  The Consolidation Plan has
been vetted by the Debtors, the DIP lender and their financial
advisor, the Exit Facility Lenders, and the Official Committee of
Unsecured Creditors and their financial advisors.  In contrast,
the PBGC has failed to submit any evidence that the financial
projections are neither credible nor complete, the Debtors say.

The Debtors emphasize that absent the infusion of new capital
pursuant to the confirmed Plan, their operations will be
jeopardized as cash will run out.

The Debtors complain that the PBGC ignores the reality that their
projections assume the $50 million exit loan and the completion of
a business turnaround.  

Furthermore, the PBGC wanted the Debtors to seek a waiver of
funding obligations for the next three years from the IRS.  The
Debtors argue that the IRS won't grant waivers without
collaterals, which Falcon and its affiliates simply don't have.  
In addition, a short-term funding waiver won't protect the new
investors because it will increase the total pension underfunding
in the next five years.  The $21 million obligation that would be
due in four through seven years will necessitate the refinancing
of the two-year Exit Facility and the Post-Confirmation Term B
Loan.  The result of which are likely bankruptcy filings for the
Debtors.

The Debtors insist that if the pension plans aren't terminated,
they will be forced to liquidate.  The pension plans would then be
terminated, but the damage would be far more severe because many
of the Debtors' employees will also lose their jobs, the
communities in which they work will suffer the collateral
financial damage of closed factories, and likely only the secured
creditors will have any chance of recovery on their prepetition
claims.  Indeed, the PBGC's losses would be even greater in a
liquidation, as there would be no recovery for general unsecured
creditors, including the PBGC, the Debtors warn.

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.


FEDDERS CORP: Looks for New Auditors to Replace Deloitte & Touche
-----------------------------------------------------------------
Fedders Corporation's engagement of its independent registered
public accounting firm, Deloitte & Touche LLP, ended on
Sept. 30, 2005.

Deloitte informed the Company on April 14, 2005, that it would not
stand for reappointment as the Company's independent registered
public accounting firm for the year ending Dec. 31, 2005, or for
any of the 2005 quarterly reporting periods.  

Deloitte was engaged until Sept. 30, 2005, to:

   (1) audit the Company's financial statements:

        -- as of Dec. 31, 2003;

        -- for the transition period from Sept. 1, 2003,
           through Dec. 31, 2003; and

        -- the financial statements as of and for the year ended
           Dec. 31, 2004; and

   (2) audit management's assessment of the effectiveness of
       the Company's internal control over financial reporting and
       the effectiveness of the Company's internal control over
       financial reporting as of Dec. 31, 2004.

Deloitte's audit reports, which include explanatory paragraphs for
the audited financial statements:

   -- did not contain any adverse opinion or disclaimer of
      opinion; and

   -- were not qualified or modified as to uncertainty, audit
      scope or accounting principles.

Deloitte's audit reports, however, contains an explanatory
paragraph relating to a change in method of accounting for
goodwill and intangible assets.

Deloitte issued an adverse opinion with respect to the operating
effectiveness of internal control over financial reporting as of
Dec. 31, 2004.

During the audited periods, there were no unresolved disagreements
between the Company and Deloitte on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure.

The Company is in the process of securing the audit services of
new independent registered public accountants for the year ending
Dec. 31, 2005, and the year's quarterly reporting periods.

The appointment of new independent registered public accountants
will be placed in the Proxy for ratification by the Company's
shareholders at the Company's next Annual Meeting.

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

                         *     *     *   

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


FOOD CONCEPT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Food Concept Developers, Inc.
        1925 Holmes Road
        Elgin, Illinois 60123

Bankruptcy Case No.: 05-48522

Type of Business: The Debtor develops and makes specialty dry
                  powder mix.  See http://www.fcd-inc.com/

Chapter 11 Petition Date: October 11, 2005

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: G. Alexander McTavish, Esq.
                  Myler, Ruddy & McTavish
                  111 West Downer Plaza
                  Aurora, Illinois 60506
                  Tel: (630) 897-8475
                  Fax: (630) 897-8076

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Chicago Sweeteners                         $414,771
   1700 Higgins Road, Suite 610
   Des Plaines, IL 60018

   Flavorchem                                 $233,277
   1525 Brook Drive
   Downers Grove, IL 60515

   Foodex                                     $183,075
   Attn: Fernando Rey
   Kilometro 10 Via Al Magdalena
   Manizales, Columbia

   Pacific Electronics                        $147,139
   10200 US Route 14
   Woodstock, IL 60098

   Megasys, Inc.                              $142,914
   8th Floor Mailroom 525 West Monroe
   Chicago, IL 60661

   Paper Tubes & Sales Co.                    $124,308
   1550 Hinton
   Dallas, TX 75235

   Consolidated Press, Inc.                    $93,665

   Quality Ingredients Corp.                   $88,844

   Eastek International Corporation            $66,701

   Holmes Road Joint Venture                   $51,573

   Indiana Sugars                              $45,415

   Cross Container Corporation                 $42,026

   DMH Ingredients, Inc.                       $40,448

   Newco Enterprises, Inc.                     $36,316

   Taico Design Products, Inc.                 $30,477

   FedEx                                       $30,550

   Overwraps Packaging, L.P.                   $29,816

   Manifest Funding Services                   $28,650

   GE Capital Colonial Pacific                 $26,977

   Chubb Group of Insurance Companies          $22,245


FOSTER WHEELER: To Launch New Equity-for-Debt Exchange
------------------------------------------------------
Foster Wheeler Ltd. (Nasdaq: FWLT) intends to launch, within this
week, an exchange offer and related consent solicitation for up to
$150 million of the $261.5 million outstanding principal amount of
its 10.359% Senior Secured Notes due Sept. 15, 2011.  In
connection with the exchange offer and consent solicitation,
Foster Wheeler has entered into a lock-up agreement with certain
holders of Senior Notes holding approximately $133.5 million, or
51.1 percent, of the outstanding principal amount of the Senior
Notes.

Under the terms of the offer, the Company intends to exchange
40.179 of its common shares for each $1,000 aggregate principal
amount of Senior Notes including accrued and unpaid interest
thereon.  The Senior Notes are currently callable at a price of
approximately 113.1 percent of each $1,000 aggregate amount of
principal plus accrued and unpaid interest.  On Oct. 7, 2005, the
market value of each Senior Note approximated 112.5 percent.  The
number of common shares outstanding prior to the proposed exchange
is 50,647,387.

"This latest exchange offer is another significant step in our
Company's deleveraging," said Raymond J. Milchovich, chairman,
president and chief executive officer.  "The three key
accomplishments of this exchange offer are as follows:

    (1) Most importantly, this exchange will be accretive to
        expected 2006 earnings per share;

    (2) Up to $150 million principal amount of debt will be
        eliminated, reducing the Company's gross debt to its
        lowest level in more than 15 years; and

    (3) Up to $15 million of interest expense will be eliminated
        in 2006, all of which will flow to annual income.

"I am very pleased that this exchange offer, together with our two
previous successful exchange offers, establishes a much stronger
financial foundation for Foster Wheeler, further enhancing our
ability to deliver successful products and services that meet or
exceed the expectations of our worldwide client base."

Concurrently with the exchange offer, Foster Wheeler intends to
solicit consents from holders of the outstanding Senior Notes to
proposed amendments to the indenture under which the outstanding
Senior Notes were issued.  The amendments would eliminate the
restrictive covenants contained in the Senior Note indenture but
would not affect the security pledged to the Senior Notes or the
guarantees.  Under the terms of the consent solicitation, holders
are being offered a consent fee of $10 for each $1,000 aggregate
principal amount of Senior Notes.

Mr. Milchovich added, "A successful consent solicitation will
provide Foster Wheeler with an additional level of financial and
operating flexibility."

                     Lock-up Agreement

Foster Wheeler has entered into a lock-up agreement with certain
Senior Notes holders for approximately $133.5 million, or 51.1%,
of the outstanding principal amount of the Senior Notes.  This
agreement requires such holders to tender their Senior Notes and
deliver their consent to the indenture amendments within 10
business days after the exchange offer is commenced. The minimum
consent requirement will be satisfied upon the delivery of
consents by such holders.

In the event that Foster Wheeler receives tenders in excess of
$150 million, Foster Wheeler intends to exchange:

    (i) first, all notes tendered by holders that have signed the
        lock-up agreement and

   (ii) second, notes tendered by other holders pro-rata up to the
        $150 million limit.

The consent fee will be paid on all notes tendered on, or prior
to, the tenth business day.

Foster Wheeler expects to have two settlement dates for the
delivery of the common shares.  The first will be for those
holders with whom Foster Wheeler has entered into a lock-up
agreement and shall be a date promptly following the tenth
business day following the commencement of the exchange offer and
consent solicitation.  The second will be for non-locked-up
holders and shall be a date promptly following the twentieth
business day following the commencement of the exchange offer and
consent solicitation.  In each instance, Foster Wheeler expects
the settlement date to be the fourth business day immediately
following such closing.  The Company expects to pay consent fees,
if applicable, on the second settlement date.

The exchange will result in an improvement in the Company's
consolidated net worth, after taking into account a possible,
primarily non-cash, accounting charge related to the exchange, by
an amount approximately equal to the principal amount of the
Senior Notes exchanged.  The amount of the potential charge is
dependent upon the principal amount of Senior Notes tendered, the
principal amount of Senior Notes for which consents are received
and the market value of Foster Wheeler's common shares exchanged
at the time of closing of the offer.  The charge reflects
primarily the difference between the fair market value of the
common shares to be issued and the book value of the debt
exchanged.  The actual charge will be determined at the closing
date and will be recorded in the fourth quarter of 2005.

Further details regarding the exchange offer and consent
solicitation will be announced on the date the offer is commenced.

Foster Wheeler Ltd. -- http://www.fwc.com/-- is a global company  
offering, through its subsidiaries, a broad range of design,
engineering, construction, manufacturing, project development and
management, research and plant operation services.  Foster Wheeler
serves the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries.  The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

At July 1, 2005, Foster Wheeler Ltd.'s balance sheet showed a
$490,198,000 stockholders' deficit compared to a $525,565,000
deficit at Dec. 31, 2005.


GENERAL MOTORS: Moody's Reviews Low-B Ratings & May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the Ba2 senior unsecured rating
of General Motors Corporation and the Ba1 senior unsecured rating
of General Motors Acceptance Corporation under review for a
possible downgrade.

Moody's said that the review is prompted by the concern that the
potential pressure on GM posed by the Chapter 11 bankruptcy filing
by Delphi Corporation, in combination with the continued erosion
in US automotive market conditions, may severely constrain the
company's ability to re-establish adequate levels of profitability
and cash flow generation, particularly in its North American
Automotive operations.  The current estimated range of costs for
GM stemming from the Delphi filing, combined with continued
erosion of automotive demand, particularly for SUV's which are a
critical part of GM's new product initiatives, have the potential
to further impair the company's financial metrics.  This could
make it less likely that GM will be able to successfully
restructure its North American operations in a manner that
preserves a business position and credit metrics supportive of a
Ba2 rating.

Moody's review of GM will focus on the company's ability to
successfully address a number of increasingly burdensome
challenges that include:

   * managing potential risks that could result from the Delphi
     bankruptcy process;

   * achieving meaningful reductions in its cost structure,
     including potential relief from the UAW on health care costs;

   * stemming the decline in its US market share;

   * reducing employment levels and production capacity to better
     match its reduced share position in North America;

   * contending with an increasing shift in consumer preference
     from SUVs to smaller and more fuel efficient vehicles; and

   * reducing its dependence on price incentives to prop up its
     sagging market share position in the US.

GM has indicated that it currently incurs a cost penalty of about
$2 billion per year on North American supplies purchased from
Delphi; and that a successful restructuring of Delphi could
significantly reduce this cost penalty over the long-term.  
Moody's review will consider the magnitude of such potential
savings and the timeframe in which they can be achieved.

However, Moody's noted that GM also faces considerable near term
financial risks in three areas as a result of the Delphi filing.
First, Delphi could elect to reject individual GM supply contracts
that are uneconomic; this could raise GM's near-term costs until
the affected supplies are resourced.  Second, GM's guarantee of
the pension and healthcare benefits of former GM employees who
transferred to Delphi could result in an increase in GM's annual
legacy costs; these expenditures would grow over time.  Third,
under the most extreme circumstances, these legacy benefit costs
could give rise to additional pension and OPEB liabilities of as
much as $11 billion for GM.

In order for GM to preserve the Ba2 rating, the company's business
model and North American recovery plan will have to be capable of:

   1) maintaining US market share of approximately 25%;

   2) delivering strong market acceptance and sustaining healthy
      price realization for new products including the T900 light
      truck and SUV series;

   3) earning automotive pretax profit in excess of $500 million
      for 2006;

   4) generating at least breakeven automotive operating cash flow
      before pension, VEBA, GMAC dividends;

   5) maintaining gross liquidity (cash and short-term VEBA
      balances) at or above $20 billion; and

   6) preserving the sizable and stable dividend stream from GMAC.

Sustaining the Ba2 rating will also require that GM's credit
metrics, including GMAC's dividend and using Moody's standard
adjustments, approximate:

   * EBITA margin exceeding 2%;
   * interest coverage of 1.5 times; and
   * free cash flow to debt in the mid-single digits range.

Moody's Ba1 rating of GMAC represents a one-notch distinction from
GM's rating.  GMAC's condition and performance is closely tied to
the fortunes of GM, due to the direct and indirect exposures and
business connections between the two companies.  The impact of the
Delphi filing on GM's rating therefore potentially has a flow-
through impact on Moody's view of GMAC's credit profile.  GMAC's
one-notch uplift from the GM rating reflects Moody's view that
GMAC's unsecured creditors would likely experience a lower loss
given default compared with the unsecured creditors of GM, due to
the greater liquidity of GMAC's high quality assets.

Moody's believes that any potential for increasing the notching
would involve widening the probability of default between GM and
GMAC through actions that change governance and ownership
structures.  During the review Moody's will examine the impact of
any changes in GM's condition on GMAC's intrinsic credit profile,
as well as the nature and extent of the various interconnections
on the magnitude of the notching.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.


GENERAL MOTORS: S&P Lowers Corporate Credit Rating to BB- from BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on General Motors Corp. to 'BB-' from 'BB' and its
short-term corporate credit rating to 'B-2' from 'B-1'.  These
ratings remain on CreditWatch with negative implications, where
they were placed on October 3.
     
The ratings of General Motors Acceptance Corp., and all
GMAC-related entities, including Residential Capital Corp. are not
changed.  These ratings remain on CreditWatch but the implications
are changed from negative to developing, which means that the
ratings could be raised or lowered.  The potential for downgrades
of GMAC and ResCap does not reflect deterioration in their
operating performance or financial condition, but stems strictly
from the downgrade of parent GM.  The potential for upgrades
depends on these entities achieving substantial separation from
their parent -- through strategic actions that would alter the
ownership and control of the subsidiaries.  Such an outcome now
seems more likely to occur, given the increased challenges that GM
is facing.
     
Consolidated debt outstanding totaled $284 billion at
June 30, 2005.
     
"The downgrade follows Delphi Corp.'s bankruptcy filing,
repercussions of which could impede GM's efforts to turn around
its ailing North American automotive operations," said Standard &
Poor's credit analyst Scott Sprinzen.
     
GM will likely face demands from Delphi for price relief on
components GM sources from Delphi.  Absent such price concessions,
GM's operations could be disrupted by actions on the part of
Delphi to reject certain supply contracts with GM.  GM also is
exposed to the risk of supply disruptions caused by labor strife
at Delphi, as Delphi seeks to downsize its workforce and reduce
wage rates.

In addition, developments at Delphi could adversely affect GM's
own labor relations, at a time when GM continues to seek
concessions from the UAW to reduce GM's burdensome health care
costs.  Moreover, GM will likely have to assume a portion of
Delphi's pension and retiree medical obligations -- obligations
which GM has guaranteed.  GM may ultimately be able to reduce its
purchased materials costs as a result of Delphi's restructuring
and GM's ability to transfer components sourcing to other
suppliers; however, any such saving will take a number of years to
materialize, at best.
     
The continuing CreditWatch review reflects other concerns about
the state of GM's North American business, amid sharply
deteriorating product mix and sales volume, and prospects for
persisting severe pricing pressure.  S&P believes soaring gasoline
prices after Hurricanes Katrina and Rita are leading to an
accelerating decline in demand for SUVs.  GM will soon launch a
family of all-new midsize and large SUVs.  

Given GM's disproportionate reliance on SUV-related earnings, its
ability to return to meaningful profitability in its automotive
business will be heavily influenced by the success of these new
models, despite GM's efforts to strengthen its product offerings
in other segments.


GTC TELECOM: Squar Milner Raises Going Concern Doubt
----------------------------------------------------
Squar, Milner, Reehl & Williamson, LLP, expressed substantial
doubt about GTC Telecom Corp.'s ability to continue as a going
concern after it audited the Company's financial statements for
the years ended June 30, 2005 and 2004.  The auditing firm points
to the Company's:

    -- recurring losses;

    -- $10.7 million accumulated deficit; and

    -- almost $200,000 stockholder's deficit at June 30, 2005.  

GTC Telecom's assets increased by $46,663 to $1,631,149 at
June 30, 2005, from $1,584,486 at June 30, 2004.  Liabilities
decreased by $6,407,798 to $1,742,983 at June 30, 2005 from
$8,150,781 at June 30, 2004.  Stockholders' deficit decreased by
$6,480,067 to $198,342 at June 30, 2005, from $6,678,409 at
June 30, 2004.

Net income increased $5,686,390 to $5,134,123 for the year ended
June 30, 2005, from a $552,267 net loss of for the year ended
June 30, 2004.  GTC Telecom attributes the net income increase in
2005 primarily as a result of a gain on extinguishment of debt.  

                 MCI Debt Extinguishment

GTC Telecom recorded a $6,301,935 gain on extinguishment of debt
due to a $6,934,411 credit resulting from a settlement with MCI
WorldCom Network Services, Inc., its former underlying network
provider.  

MIC had issued a default notice against the Company in July 2004
for debts owing from a standing telecommunications and data
services agreement.

In Feb. 2005, the Company negotiated the settlement of all amounts
due to MCI totaling approximately $7.7 million, in exchange for a
$769,000 payment.  The Company paid the settlement amount and
satisfied the terms of the settlement on May 23, 2005.

GTC Telecom (OTCBB: GTCC) -- http://www.gtctelecom.com/-- is a  
national communications provider offering telecommunication
services such as local and long distance telephone services,
Internet related services, and business process outsourcing
services.  The Company has focused on selling telecommunications
products, including GTC Telecom Long Distance, GTC Internet, GTC
Teleconferencing, Calling Planet and ecallingcards.com pre-paid
calling cards.


HIGH SPRUCE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: High Spruce Associates, LP
        65 Spruce Street
        Newark, New Jersey 07102

Bankruptcy Case No.: 05-46330

Chapter 11 Petition Date: October 10, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Joseph J. Haspel, Esq.
                  Joseph J. Haspel PLLC
                  40 Matthews Street, Suite 201
                  Goshen, New York 10924

Total Assets: $2,874,185

Total Debts:  $4,552,281

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
City of Newark                   Real Estate Taxes    $2,751,726
920 Broad Street
Newark, NJ 07102

US Department of HUD             Real Estate          $1,458,824
One Newark Center                Mortgage
Newark, NJ 07102

City of Newark Water             Business Debt           $96,000
Division of Water Accounting
P.O. Box 538
Newark, NJ 07101-0538

PSE & G                                                  $49,106

Broadway Premium Funding Corp.   Business Debt           $27,766

ATA Construction, Inc.           Business Debt           $27,043

Tullo Oil                                                $24,596

Mitchell Supreme Fuel Oil Co.                            $21,999

Eichler Bergsman & Co., LLP                               $9,000

CS Brown Co.                     Mechanics Lien           $8,152

Bureau of Housing Inspection     Business Debt            $7,500

Canawill, Inc.                   Business Debt            $5,643

Druckman & Hill, LLP                                      $5,500

Vincent Carter                                            $3,500

Feinstein Raiss & Kelin                                   $3,466

NJ DEP                                                      $582


INTERNATIONAL PAPER: Completes $80-Mil Buy-Out of Compagnie Shares
------------------------------------------------------------------
International Paper completed the acquisition of a majority share
of Compagnie Marocaine des Cartons et des Papiers for
approximately $80 million cash plus assumed debt of approximately
$40 million.

International Paper will immediately begin the process of
integrating CMCP's four box plants and one recycled containerboard
mill into its European Container Division, which comprises 25 box
plants and two corrugated containerboard mills in France, Ireland,
Italy, Spain, the United Kingdom, and through a joint venture in
Turkey.

Compagnie Marocaine des Cartons et des Papiers is a Moroccan paper
packaging company.

International Paper Inc. -- http://www.internationalpaper.com/--  
is the world's largest paper and forest products company.  
Businesses include paper, packaging, and forest products.  As one
of the largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative (R) (SFI) program, a system that ensures the
continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Moody's Investors Service placed International Paper Company's
ratings on review for possible downgrade.  

International Paper Company:

   * Senior Unsecured Baa2
   * Subordinate Shelf (P)Baa3
   * Preferred Shelf (P)Ba1
   * Commercial Paper P-2

International Paper Capital Trust II:

   * Bkd Preferred Stock Baa3
   * International Paper Capital Trust III:
   * Bkd Preferred Shelf Baa3

International Paper Capital Trust IV:

   * Bkd Preferred Shelf (P) Ba1
   * International Paper Capital Trust VI:
   * Bkd Preferred Shelf (P) Ba1

Champion International Corporation:

   * Senior Unsecured Baa2
   * Federal Paper Board Co., Inc.
   * Senior Unsecured Baa2

Union Camp Corporation:

   * Senior Unsecured Baa2


INTERNATIONAL RECTIFIER: Revises First Quarter Financial Outlook
----------------------------------------------------------------
International Rectifier Corporation (NYSE:IRF) reported that,
based on preliminary data, revenue for its fiscal 2006 first
quarter ending September is expected to be approximately $273
million, down about 3% from June-quarter revenue of $281.8
million.  Gross margin in the September quarter is expected to be
approximately 40.5% versus 43.5% in the June quarter.  On the July
28 conference call, IR had guided revenue to be flat to up 4% and
gross margin to be flat to down 2% points in the September
quarter.  Adjusted earnings per share on a diluted basis is
expected to be $0.40-0.42 for the September quarter.  Including
charges from previously announced restructuring and severance
activities, GAAP earnings per share on a diluted basis is expected
to be $0.35-0.37.

"Although demand for our Focus products exceeded expectations in
the September quarter, a large percentage of the orders came late
in the quarter and the product mix was different than what was
forecasted," CEO Alex Lidow said.  "At the same time, the company
did not have the incremental capacity to respond to the mix change
by the end of the quarter.  Additional planned capacity is
scheduled to be brought online by the end of the calendar year.

"We expect revenue to be up in the December quarter due to strong
demand for our Focus products and a favorable seasonal pattern."

International Rectifier -- http://www.irf.com/-- is a world  
leader in power management technology.  IR's analog and mixed
signal ICs, advanced circuit devices, integrated power systems and
components enable high performance computing and reduce energy
waste in motors, the world's single largest consumer of
electricity.  Leading manufacturers of computers, energy efficient
appliances, lighting, automobiles, satellites, aircraft, and
defense systems rely on IR's power management benchmarks to power
their next generation products.

                       *     *     *

The Company's 4-1/4% Convertible Subordinated Notes due 2007 carry
Standard and Poor's Rating Services' B+ rating.


INTREPID TECHNOLOGY: Jones Simkins Raises Going Concern Doubt
-------------------------------------------------------------
Jones Simkins, PC, expressed substantial doubt about Intrepid
Technology and Resources, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's recurring losses, stockholders deficit and negative
cash flows from operations.

Jones Simkins replaced Eide Bailly LLP, fka Balukoff Lindstrom &
Co., PA., as Intrepid Technology's independent auditors on July 6,
2005.  Eide Bailly reported on the Company's financial statements
for the years ended June 30, 2004, 2003, and 2002.  Eide Bailly
had issued unqualified reports following its audit of the
Company's financial statements for fiscal 2004, 2003 and 2002.

                      Fiscal 2005 Results

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission, Intrepid
Technology reports a $1,471,208 net loss for fiscal 2005 compared
to a $597,961 net loss in fiscal 2004.  The Company's 2005
operating revenue was $399,153 compared to $2,077,631 in 2004.  

The Company's balance sheet showed $1,204,152 of assets at
June 30, 2005, and liabilities totaling $1,680,924.  As of
June 30, 2005, the Company had a $599,197  working capital deficit
compared to a $309,465 deficit for the previous year ending
June 30, 2004.

Based in Idaho, Intrepid Technology and Resources, Inc., (IESV:OB)
-- http://www.intrepid21.com/-- specializes in renewable energy  
production projects.  The Company's primary business is
developing, constructing, and operating a portfolio of projects in
the Renewable Energy sector, with a special emphasis on production
of biofuels.  Biofuels are combustible fuels such as biogas
(methane), biodiesel, ethanol and hydrogen that are produced from
biomass -- i.e. plant-derived organic matter.  The Company
provides the overall management and engineering for planning,
building and operation - and owning or co-owing - biofuels
production facilities.


KAISER ALUMINUM: Wants Stay Enforced Against Insurers
-----------------------------------------------------
Gregory M. Gordon, Esq., at Jones Day, in Dallas, Texas, relates
that at the September 1, 2005, Disclosure Statement Hearing,
certain insurers complained that the confirmation schedule set by
the U.S. Bankruptcy Court for the District of Delaware did not
provide them with enough time to conduct discovery and litigate
issues relating to Kaiser Aluminum Corporation and its debtor-
affiliates' pending plan of reorganization.  The Insurers alleged
that the Debtors' Plan is not "insurance neutral."

At the omnibus hearing held on September 26, 2005, the Insurers
also complained that some of the deadlines in a proposed pretrial
scheduling order were too short and did not provide them with
enough time to conduct discovery.  Hence, the Court agreed to
extend some of those deadlines.

Consistent with their asserted intention to litigate alleged
confirmation issues, including the proposed transfer of insurance
rights under the Debtors' Plan, the Insurers filed a number of
pleadings with the Bankruptcy Court, including:

    -- a motion for more definite statement seeking certain
       modifications to the Debtors' plan of reorganization;

    -- a motion for access to Bankruptcy Rule 2019 statements; and

    -- an omnibus objection to silica personal injury claims.

The Insurers also served extensive discovery on the Debtors, the
statutory committee of asbestos claimants, the legal
representative for future asbestos claimants and the legal
representative for future silica and coal tar pitch volatiles
claimants.

At the same time that the Insurers were leading the Court, the
Debtors and other parties to believe that they were intending to
litigate plan of reorganization issues with the Bankruptcy Court,
including the validity of the insurance rights transfer, the
Insurers were separately scheming to subvert the confirmation
process by requesting the California state court presiding over
certain insurance coverage litigation to enter an order preventing
the transfer, pursuant to the plan, of the Debtors' rights under
the applicable insurance policies, Mr. Gordon says.

Specifically, on September 13, 2005, the Insurers asked Judge
Peter J. Busch of the Superior Court of the State of California,
City and County of San Francisco, for a declaration that the "No
Assignment" clauses in policies they issued to Kaiser Aluminum &
Chemical Corporation prevent the Debtors from assigning the
Policies without the Insurer's consent.

Mr. Gordon asserts that the Insurers' state court motion is a
willful, blatant violation of the automatic stay.  Through their
motion, the Insurers seek:

    -- to preempt the pending confirmation process in the Debtors'
       cases by seeking a state court ruling on an issue that is
       properly before the Bankruptcy Court as a matter of federal
       bankruptcy law; and

    -- state court relief despite representations to the
       Bankruptcy Court that the proposed transfer of insurance
       rights is a plan confirmation issue and the filing or
       submission of a plethora of pleadings and discovery with
       the Bankruptcy Court.

Mr. Gordon contends that the Insurers' misguided actions are part
of an obvious effort to sidestep the Third Circuit Court of
Appeals' recent ruling in the case of Combustion Engineering that
rights under insurance policies may be transferred to a trust
notwithstanding anti-assignment provisions in the applicable
insurance policies.

The Insurers' actions in California state court violate Section
362(a)(3) of the Bankruptcy Code and constitute a knowing,
purposeful attempt to usurp the Bankruptcy Court's exclusive
jurisdiction over plan confirmation issues, Mr. Gordon adds.

Thus, the Debtors ask the Court to enforce the automatic stay and
direct the Insurers to dismiss their state court motion.

Because the Insurers' actions have been deliberate and willful,
the Debtors also ask the Court to sanction the Insurers by
requiring them to reimburse the Debtors for the attorneys' fees
and expenses incurred in filing and litigating the stay request.

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)


KRONOS ADVANCED: Sherb & Co. Expresses Going Concern Doubt
--------------------------------------------------------
Sherb & Co., LLP, expressed substantial doubt about Kronos
Advanced Technologies, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended June 30, 2005 and 2004.  The auditing firm
points to the Company's working capital deficiency and significant
losses.

Kronos' total assets at June 30, 2005 were $3,959,837 compared
with $2,497,000 at June 30, 2004.  Liabilities at June 30, 2005,
total approximately $7,820,217 compared with $3,880,336 at
June 30, 2004.

At June 30, 2005, the Company had a $3.6 million working capital
deficit, compared to a $1.2 million deficit at and June 30, 2004.
This working capital deficit is primarily due to short-term
borrowings from Cornell Capital Partners.

For the fiscal year ended June 30, 2005 and June 30, 2004, Kronos
had an operating cash flow deficit of $1.8 million and
$2.8 million, respectively.  In addition to currently not having
sufficient financial resources to fund its operations, the Company
cannot pay certain existing obligations, or the obligations of its
subsidiary.

Kronos incurred a net loss of $7.1 million for the fiscal year
ended June 30, 2005 compared to a net loss of $2.5 million for the
fiscal year ended June 30, 2004.  The Company had accumulated
deficit of $27.1 million at June 30, 2005.

                HoMedics Debt Restructuring

Kronos reported a $3,857,000 one-time non-cash charge to
operations for fiscal 2005 following the debt restructuring
agreement with HoMedics, the Company's standalone consumer
products partner.  As a result, net operating loss increased
during the year ended June 30, 2005 to $2,717,000 as compared with
$1,935,000 for the prior year.

HoMedics agreed in October 2004 to extend another $1 million in
debt financing to Kronos and modify the quarterly debt payments
and the maturity date for $2.4 million of the Company's existing
debt.

Quarterly payments will be due on Kronos' receipt of royalty
payments from HoMedics' sale of Kronos-based air purification
products, or two years.  The maturity date of the debt has been
extended to October of 2009.  The interest rate will remain at 6%.  

As part of the restructuring and additional debt financing
provided by HoMedics, Kronos has issued warrants to HoMedics to
purchase 26.5 million shares of Kronos Common Stock, potentially
increasing HoMedics equity position in Kronos to 30% on a fully
diluted basis.  

Through its wholly owned subsidiary, Kronos Air Technologies,
Inc., Kronos Advanced Technologies, Inc., --
http://www.kronosati.com/-- has developed a new, proprietary air  
movement and purification system that utilizes high voltage
electronics and electrodes to silently move and clean air without
any moving parts.  Kronos is actively commercializing its
technology for standalone and embedded products across multiple
residential, commercial, industrial and military markets.  The
Company's business strategy includes a combination of building
internal capabilities, establishing strategic alliances and
structuring licensing arrangements.  Kronos is located in Belmont,
Massachusetts.


LEVITZ HOME: Files for Chapter 11 Protection in S.D. New York
-------------------------------------------------------------
Levitz Home Furnishings, Inc., filed for protection under
chapter 11 of the U.S. Bankruptcy Code in the Southern District of
New York.  The company will continue to operate its retail
furniture stores in the ordinary course of business while it
restructures.  

The company filed the petition in order to complete the cost-
saving and other initiatives that began in April 2005 and to
provide customers, vendors and employees with the certainty of
performance that they deserve.  The company will reap the benefits
of these initiatives through the infusion of $25 million in near-
term financing and the opportunity to raise additional capital
through a chapter 11 reorganization or sale as a going concern.  
These initiatives have already reduced costs by almost $40 million
through:

   -- the rebranding of certain Seaman's stores under the Levitz
      name;

   -- the elimination of supply chain inefficiencies; and

   -- the reduction of general overhead expense.  

The filing will also allow the company to rationalize its capital
structure, review its operations and make market decisions that
maximize value for all parties and ensure that the company remains
a leading furniture retailer for years to come.

                       DIP Financing

The company has arranged and sought Bankruptcy Court approval for
a $90 million debtor-in-possession credit facility led by GE
Commercial Finance, which includes an incremental credit facility
of $25 million arranged by Prentice Capital Management LP and
provided by its affiliates.  These facilities will provide the
company with sufficient liquidity to operate its business on an
ongoing basis.

"[Yester]day's steps are part of an important process to
strengthen Levitz Home Furnishings," said C. Mark Scott, President
and acting Chief Executive Officer of Levitz Home Furnishings,
Inc.  "With the commitment of financing from an experienced retail
specialist like Prentice Capital Management in place, we are able
to implement a restructuring plan that will provide us a platform
for future success.  Our stores are open for business, and we
appreciate the support of our valued customers, vendors, lenders
and employees."

                     First Day Motions

To ensure a smooth transition into bankruptcy and minimize the
effects on its ordinary business operations, the company also has
filed for Bankruptcy Court approval of various "first-day"
motions.  In order to ensure that customers are not adversely
affected by the company's transition into chapter 11, the company
has requested that the Bankruptcy Court approve its plans to
continue all customer programs, including fulfillment of existing
orders and honoring of deposits.  The company has also asked the
Court to authorize it to maintain payroll and employee benefits,
and implement a severance program in the event that any employees
are laid off in the course of its restructuring.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  Richard Engman, Esq., and David G. Heiman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $1 million to $10 million in
assets and more than $100 million in debts.


LEVITZ HOME: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Levitz Home Furnishings, Inc.
             aka LHFI
             300 Crossways Park Drive
             Woodbury, New York 11797

Bankruptcy Case No.: 05-45189

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Paralax Development Industries, Inc.             05-45143
Levitz Furniture Corporation                     05-45194
Levitz Furniture, LLC                            05-45198
Levitz Shopping Service, Inc.                    05-45200
RHM, Inc.                                        05-45204
John M. Smyth Company                            05-45207
Levitz Furniture Company of Delaware, Inc.       05-45211
Levitz Furniture Company of Midwest, Inc.        05-45212
Levitz Furniture Company of Washington, Inc.     05-45213
Seaman Furniture Company, Inc.                   05-45214
Seaman Furniture Company of Pennsylvania, Inc.   05-45216
Seaman Furniture Company of Union Square, Inc.   05-45217

Type of Business: Levitz Home Furnishings, Inc., is a leading
                  specialty retailer of furniture in the United
                  States with 121 locations in major metropolitan
                  areas principally the Northeast and on the West
                  Coast of the United States.
                  See http://www.levitz.com

Chapter 11 Petition Date: October 11, 2005

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Richard Engman, Esq.
                  Jones Day
                  222 East 41st Street
                  New York, New York 10017
                  Tel: (212) 326-3939
                  Fax: (212) 755-7306

                      -- and --

                  David G. Heiman, Esq.
                  Jones Day
                  North Point
                  901 Lakeside Avenue
                  Cleveland, Ohio 44114
                  Tel: (216) 586-3939


Debtors'
Financial
Advisor:          The Blackstone Group

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
US Bank                                   $130,000,000
100 Wall Street, Suite 1600
New York, NY 10005
Tel: (212) 361-6184

Decoro USA Ltd.                             $7,727,929
1403 Eastchester Drive Suite 104
High Point, NC 27265

Klaussner-Hukla                             $6,754,327
P.O. Box 60475
Charlotte, NC 28260
Tel: (336) 625-6175 ext. 8208

Palliser Furniture Corp.                    $6,706,868
P.O. Box 33020
Detroit, MI 48232
Tel: (204) 988-5600

Berkline, LLC                               $5,788,184
P.O. Box 6003
Morristown, TN 37815
Tel: (423) 585-4473

Sealy Mattress Company                      $4,205,677
P.O. Box 13709
Newark, NJ 01788-0709
Tel: (336) 861-3570

Steve Silver Company                        $3,748,683
P.O. Box 1709
Forney, TX 75126
Tel: (888) 400-8113 ext. 112

CARAT                                       $3,625,341
Three Park Avenue
New York, NY 10016
Tel: (212) 591-9196

Serta Matt/                                 $3,462,866
National Bedding Co. LLC
5401 Trillium Blvd Suite 250
Hoffman Estates, IL 60192
Tel: (630) 285-9300

Life Style Furniture Manufacturing Inc.     $2,911,223
P.O. Box 146
Okolona, MA 38860
Tel: (800) 677-3878 ext. 102

Racanelli Construction Co. Inc.             $2,803,897
1895 Walt Whitman Road, Suite 1
Melville NY 11747
Tel: (631) 454-1010

John Turano & Sons, Inc.                    $2,247,754
1532 South Washington Avenue
Piscataway, NJ 08854
Tel: (732) 424-7000

Legacy Classic Furniture                    $2,192,947
6530 Judge Adams Road
Whitsett NC 27377
Tel: (336) 449-4600 ext. 222

The Valspar Corporation                     $2,131,699
4999 36th Street, Southeast
P.O. Box 88010, 49518
Grand Rapids, MI 49512
Tel: (616) 285-7830

Klaff-Realty L.P.                           $2,002,767
122 South Michigan Avenue, Suite 1000
Chicago, IL 60603
Tel: (312) 360-1234

Douglas Furniture of California             $1,823,216
2559 Paysphere Circle
Chicago, IL 60674-2559
Tel: (310) 643-7200

Joseph Eletto Transfer Inc.                 $1,314,389
600 West John Street, Suite 200
Hicksville, NY 11801
Tel: (516) 487-3950

Mike Cims Inc.                              $1,262,003
2300 East Curry Street
Long Beach, CA 90805
Tel: (562) 428-8390

Brookwood Furniture Co.                     $1,195,687
P.O. Box 540
Pontotoc, MS 38863
Tel: (770) 664-6112

Benchcraft LLC                                $956,208
P.O. Box 6003
Morristown, TN 37815

Universal Furniture International             $943,448
P.O. Box 751558
Charlotte, NC 28275-1558

Prime Resources/Harbor Home Int.              $933,206
1805 Elmdale Avenue
Glenview, IL 60025

Adplex Rhodes                                 $849,368
P.O. Box 99888
Tacoma, WA 98499

Progressive Furniture Inc.                    $811,456
P.O. Box 633833
Cincinnati, OH 45263-3833

Good Bedroom                                  $762,848
1118 East 223rd Street
Carson, CA 90745

Bush Industries, Inc.                         $752,165
One Mason Drive
P.O. Box 460
Jamestown, NY 14702-0129

Sofatrend                                     $728,486
1790 Dornoch Court
San Diego, CA 92154

Samuel Lawrence Furniture Co.                 $637,441
SDS 12-1432
P.O. Box 86
Minneapolis, MN 55486-1432

Kellermeyer Building Services                 $618,570
1575 Henthorne
Maumee, OH 43537

Sofa Art by Nicoletti                         $541,203
816 North Elm Street, Suite 101
Highpoint, NY 27282

Bassett Mirror Co.                            $497,895
P.O. Box 60756
Charlotte, NC 28260

Viewpoint Leather Works                       $490,282
1590 South Milwaukee Avenue
Libertyville, IL 60048

R B & G Construction Co. Inc.                 $472,957
3760 Orange Avenue
Long Beach, CA 90807

Matrix/PR I LLC                               $468,100
Forsgate Drive CN 4000
Cranbury, NJ 08512

Louise Partners                               $466,750
919 Conestoga Road
Building Two Suite 106
Rosemont, PA 19010-0000

New Generations                               $462,576
The CIT Group
P.O. BOX 1036
Charlotte, NC 28201

Newsday Inc.                                  $456,286
235 Pinelawn Road
Melville, NY 11747-4250

Direct Marketing Worldwide                    $448,474
28000 Meadow Drive
Evergreen, CO 80439

LJL Marketing                                 $443,346
495 Main Street
Hamden, CT 06514

Schnading Corp.                               $440,150
1111 East Touhy, Suite 500
Des Plaines, IL 60018


MIRANT CORP: Court Approves Plan Solicitation Procedures
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Mirant Corporation and its debtor-affiliates' proposed procedures
in soliciting acceptances for their plan of reorganization.

Bankruptcy Services, LLC, and Financial Balloting Group, LLC,
will assist the Debtors in the solicitation, balloting and
tabulation of the votes of the Debtors' creditors and equity
holders on the Plan.
  
A. Proposed Voting Procedures

    a. If a claim is deemed allowed pursuant to the Plan, then
       that claim will be allowed for voting purposes;

    b. If a filed proof of claim asserts a claim in a wholly
       undetermined or unliquidated amount or is docketed in BSI's
       database as of the Record Date in the amount of $0, then
       that claim will be allowed for voting purposes as a general
       unsecured claim only in the amount of $1.00;

    c. If a filed proof of claim asserts a claim in a partially
       undetermined or unliquidated amount, then that claim will
       be allowed for voting purposes only in the amount of the
       known or liquidated portion of the claim;

    d. If a claim has been estimated and allowed by Court order,
       then that claim will be allowed for voting purposes in the
       amount approved by the Court;

    e. If a claim is listed in the Debtors' Schedules as
       contingent, unliquidated, or disputed and a proof of claim
       was not timely filed, then that claim will be disallowed
       for voting purposes;

    f. If the Debtors object to a claim, then that claim will be
       disallowed for voting purposes, as applicable;

    g. The allowed amount of any proof of claim for voting
       purposes will be the amount as docketed in BSI's claims
       database as of the Record Date;

    h. Classification of a claim will be determined based on the
       classification as docketed in BSI's claims database as of
       the Record Date; provided, however, that any claims for
       which BSI was unable to identify the classification will be
       classified as general unsecured claims;

    i. If a single proof of claim has been filed against multiple
       Debtors, then that claim will be allowed for voting
       purposes only against the Debtor as docketed in BSI's
       claims database as of the Record Date;

    j. If a claim or equity interest is allowed pursuant to a
       Court-approved settlement, then that claim will be entitled
       to vote on the Plan in accordance with the terms of that
       settlement;

    k. If a proof of claim asserts a claim that is not in U.S.
       dollars, that claim will be treated as unliquidated and
       allowed for voting purposes only in the amount of $1.00;

    l. If a proof of claim is filed late, then that claim will be
       disallowed for voting purposes only;

    m. If a proof of claim does not list a Debtor or the Debtor is
       unidentifiable on the proof of claim, then that claim will
       be disallowed for voting purposes;

    n. If a claim is disallowed or equitably subordinated, then
       that claim will be disallowed for voting purposes only;

    o. If the Debtors schedule a claim and the creditor filed a
       proof of claim superseding that scheduled claim, the
       scheduled claim is deemed superseded and that scheduled
       claim will be disallowed for voting purposes;

    p. If a union representative or plan administrator of an
       employee benefit program filed a claim on behalf of its
       constituents, then:

          (i) that constituent creditor will only be entitled to
              vote its claim in the amount and classification set
              forth in the claim filed by the union representative
              or plan administrator and any other separate claim
              filed by a constituent creditor based on the same
              facts and circumstances alleged in the claim filed
              by the union representative or plan administrator
              will be disallowed for voting purposes; and

         (ii) the union representative or plan administrator will
              not be entitled to vote any amount on account of its
              proof of claim; and

    q. The Debtors may seek a Court order disallowing a claim for
       voting purposes at anytime prior to the Confirmation
       Hearing.

B. Temporary Allowance Motions

    If any claimant seeks to challenge allowance or disallowance
    of its claim for voting purposes that entity is directed to
    serve on the Debtors and file with the Court a motion seeking
    entry of an order pursuant to Bankruptcy Rule 3018(a)
    temporarily allowing that claim only for purposes of voting to
    accept or reject the Plan.

C. Solicitation Procedures

    a. Record Date

       The Court set September 28, 2005, as the record date for
       all purposes under Rules 3017(d) and 3018(a) of the Federal
       Rules of Bankruptcy Procedure.

    b. Proposed Form of Ballots

       The Ballots are based on Official Form No. 14 pursuant to
       Rule 3018(c) of the Federal Rules of Bankruptcy Procedure.
       The Form have been modified to provide clear instructions
       to the Debtors' creditors as to voting procedures, the vote
       tabulation process and the effects of casting a particular
       Ballot.

       The appropriate Ballot forms will be distributed to holders
       of claims according to the nature of their claims.

    c. Public Securities Claims

       The Debtors will solicit votes from creditor
       constituencies entitled to vote directly on the Plan and
       whose underlying claims arise from debt securities, equity
       interests, or similarly situated obligations in which
       multiple creditors hold a portion of the ultimate claim or
       equity interests.

       The Debtors propose that the Solicitation Packages be sent
       in a manner customary in the securities industry so as to
       maximize the likelihood that beneficial holders of the
       Public Securities will receive the materials in a timely
       fashion.

       The balloting process for the Public Securities is
       multiple-tiered because the Debtors need to solicit votes
       through the trustee, agent bank, broker, dealer or other
       agents or nominees for the ultimate beneficial holders of
       the claims or interests.

    d. Solicitation Packages and Distribution Procedures

       The Solicitation Packages will contain copies of:

       -- the Disclosure Statement Order;

       -- the confirmation hearing notice;

       -- an applicable Ballot, together with the applicable
          voting instructions and a pre-addressed postage pre-paid
          return envelope; and

       -- a CD-ROM containing the Disclosure Statement.

       To facilitate the distribution to the Beneficial Holders,
       the Debtors ask that the Court order each of the Voting
       Nominees to distribute Solicitation Packages to the
       Beneficial Holders within five business days of the Voting
       Nominee's receipt of the Solicitation Packages.

    e. Publication Notice

       The Debtors will cause the Confirmation Hearing Notice to
       be published once in The Wall Street Journal (National
       Edition), The New York Times (National Edition), USA Today
       and Financial Times.  Additionally, the Debtors will
       publish the Confirmation Hearing notice electronically at

            http://www.txnb.uscourts.gov/

                    -- and --

            http://www.mirant-caseinfo.com/

D. Proposed Tabulation Procedures

    a. Votes will be tabulated both on an individual debtor basis
       for each relevant class and on a consolidated basis for
       each relevant class within a proposed consolidated group.

    b. A vote will be disregarded if the Court determines that a
       vote was not solicited or procured in good faith or in
       accordance with the provisions of the Bankruptcy Code.

    c. Any Ballot that is returned to the Solicitation and
       Tabulation Agent, but which is unsigned, or has a non-
       original signature, will not be counted, unless otherwise
       ordered by the Court.

    d. All votes to accept or reject the Plan must be cast by
       using the appropriate Ballot and in accordance with the
       voting instructions.

    e. A holder of claims and/or equity interests in more than one
       class must use separate Ballots for each class of claims
       and/or equity interests.

    f. If multiple Ballots are received for a holder of claims
       voting the same claims, the last Ballot received, as
       determined by the Solicitation Agent or the Tabulation
       Agent will be the Ballot that is counted.

    g. If multiple Ballots are received from different holders
       purporting to hold the same claim or equity interest, the
       last Ballot received prior to the Voting Deadline will be
       the Ballot that is counted.

    h. If multiple Ballots are received from a holder of a claim
       or equity interest and someone purporting to be his, her,
       or its attorney or agent, the Ballot received from the
       holder of the claim or equity interest will be the Ballot
       that is counted, and the vote of the purported attorney or
       agent will not be counted, unless otherwise ordered by the
       Court.

    i. A Ballot that is completed, but on which the claimant or
       holder of equity interest did not indicate whether to
       accept or reject the Plan or that indicates both an
       acceptance and rejection of the Plan will not be counted,
       unless otherwise ordered by the Court.

    j. Any Ballot that partially accepts and partially rejects the
       Plan will not be counted, unless otherwise ordered by the
       Court.

    k. A holder of claims or equity interest will be deemed to
       have voted the full amount of its claim in each class and
       will not be entitled to split its vote within a class.

    l. If no votes to accept or reject the Plan are received with
       respect to a particular class, that class is deemed to have
       voted to accept the Plan.

    m. Ballots sent by facsimile, telecopy transmission or
       electronic mail, unless otherwise ordered by the Court,
       will not be accepted.

    n. For the purpose of voting on the Plan, the Solicitation and
       Tabulation Agent will be deemed to be in constructive
       receipt of any Ballot timely delivered to any address that
       the Solicitation and Tabulation Agent designates for the
       receipt of Ballots cast on the Plan.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 79; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOTHERS WORK: S&P Lowers Corporate Credit Rating to B- from B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and unsecured note ratings on Philadelphia-based Mothers Work Inc.
to 'B-'from 'B'.  The outlook remains negative.
      
"The rating action is based on Mothers Work's warning of a
wider-than-expected loss for the fourth quarter ended
Sept. 30, 2005, weakening credit protection measures, as well as
expectations that the company's operating performance will remain
pressured due to increased competition," said Standard & Poor's
credit analyst Ana Lai.
     
Although declines in comparable-store sales at the specialty
maternity apparel retailer have slowed in recent months,
performance was hurt by intense promotions in response to a more
severe clearance environment for maternity apparel.  Weaker-than-
planned sales and lower gross margins are expected to contribute
to wider-than-expected losses in the fourth quarter ended
Sept. 30, 2005.  As a result, credit measures are expected to
weaken, with total debt to EBITDA increasing to about 7.7x for the
fiscal year ended Sept. 30, 2005, from about 7.2x for the 12
months ended June 30, 2005.
     
The speculative-grade ratings on Mothers Work reflect:

   * the high business risk associated with the company's
     participation in the narrowly defined maternity segment of
     the apparel retailing industry;

   * persistently weak operating performance; and

   * very high debt leverage.  

Mothers Work has experienced weak sales trends for the past
several quarters, with comparable-store sales down 2.5% in fiscal
year ended September 30, 2005, due to increased competitive
pressure from mass merchants and other specialty retailers.
Competition has especially intensified in the moderate segment,
where the company derives the majority of its sales through its
Motherhood stores.


NORTHWEST AIRLINES: Wants to Employ Ordinary Course Professionals
-----------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Southern District of New York's
permission to employ and compensate certain professionals utilized
in the ordinary course of their business.

According to Gregory M. Petrick, Esq., at Cadwalader, Wickersham  
& Taft LLP, in New York, these professionals render a wide range  
of legal, tax, real estate, finance, insurance, and other  
services for the Debtors that impact the Debtors' day-to-day  
operations.  "It is essential that the employment of the Ordinary  
Course Professionals, many of whom are already familiar with the  
Debtors' affairs, be continued on an ongoing basis so as to avoid  
business disruption," Mr. Petrick says.

The number of Ordinary Course Professionals involved, however,  
renders it costly and inefficient for the Debtors to submit  
individual applications and proposed retention orders to the  
Court for each professional, Mr. Petrick tells Judge Gropper.

In this regard, the Debtors propose retention and compensation  
procedures that will save the estates substantial expenses  
associated with applying separately for the employment of each  
professional.  The procedures avoids the incurrence of needless  
fees pertaining to preparing and prosecuting interim fee  
applications and relieves the Court and the United States Trustee  
of the burden of reviewing numerous fee applications involving  
relatively small amounts of fees and expenses.

The Debtors will require each Ordinary Course Professional to  
file an affidavit with the Court, within the later of 30 days  
after approval of the Debtors' request, and the engagement of the  
professional during the Chapter 11 cases.  The affidavit must set  
forth that the professional does not represent or hold any  
interest adverse to the Debtors or their estates.

The Debtors propose to pay each Ordinary Course Professional, on  
an interim basis, and without an application to the Court by the  
professional, 100% of fees and disbursements incurred.  The  
payments would be made following the submission to and approval  
by the Debtors of appropriate invoices setting forth in  
reasonable detail the nature of the services rendered and  
disbursements actually incurred.

However, subject to further Court order, if any Ordinary Course  
Professional's fees and disbursements exceed a total of $50,000  
per month or $500,000 for the duration of the Chapter 11 cases,  
then the payments to the professional for the excess amounts will  
be subject to the prior approval of the Court.

A list of the Ordinary Course Professionals to be employed by the  
Debtors is available at no charge at:

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

The Debtors reserve the right to supplement the list from time to  
time as necessary.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Gets Okay to Maintain Investment Guidelines
---------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the Southern District
of New York's authority, on an interim basis, to:

   -- invest their cash and cash equivalents in accordance with
      their investment guidelines;

   -- continue to honor their existing prepetition hedging and
      derivative contracts in accordance with their past
      practices;

   -- enter, from time to time, into new hedging and derivative
      contracts, without further Court order; and

   -- provide credit support as may be necessary to implement
      the hedging and derivative contracts.

The Court relieves the Debtors from the obligation under Section  
345(b) of the Bankruptcy Code to obtain a bond from any entity  
with which money is deposited or invested in accordance with the  
Investment Guidelines.

                    Investment Guidelines

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in  
New York, explains that to maximize the value of the Debtors'  
estates, the Debtors must maintain their cash and cash  
equivalents in income-producing investments to the fullest extent  
possible.  Because of the need for liquidity in the operation of  
the Debtors' businesses, however, these investments will be  
primarily short-term in nature.

Mr. Zirinsky relates that the Debtors' Investment Guidelines will  
enable them to maintain the security of their investments, as  
required by Section 345, while at the same time provide them with  
the flexibility they require to maximize the yield on the  
investment and deposit of the Funds.

The Debtors' Investment Guidelines include internal and external  
investment policies.   

The internal cash investment policy covers $1.2 billion in  
unrestricted cash.  It permits investments only in securities of  
the United States government and its agencies and in securities  
of foreign governments, private corporations and domestic and  
foreign banks of substantial financial strength, as measured by  
investment ratings.

The external investment policy utilizes professional investment  
managers who manage $500 million in "enhanced cash" portfolios.  
It is substantially similar to the Debtors' internal investment  
policy.  However, the portfolios take on slightly higher credit  
and interest rate risk to generate additional return.

Black Rock Financial Management, Inc., and Western Asset  
Management manage two of the three external policies relating to  
separately managed accounts specific to the Debtors.  The third  
external policy relates to a commingled fund, managed by Pacific  
Investment Management Company LLC in which the Debtors own  
certain units.   

                Hedging and Derivative Contracts

Mr. Zirinsky discloses that the Debtors have entered or may enter  
into derivative contracts to reduce the risks associated with  
fluctuations in jet fuel prices, interest rates, and foreign  
currency exchange rates.  Derivative contracts are financial  
contracts whose values are based on, or "derived" from, the price  
of a traditional security like a stock or bond, an asset like a  
commodity, or a market index.  

Derivative contracts include these contracts or their  
combinations:

   (a) Forward contract -- obliges one party to buy and one party  
       to sell a security or asset on a specified date in the  
       future at a specified price;

   (b) Futures contract -- differs from a forward contract in  
       that it is available only on an organized commodity  
       exchange or similar marketplace;

   (c) Swap contract -- obligates the parties to the contract to  
       exchange a fixed payment and a floating payment or swap  
       payment at specified intervals; and

   (d) Option contract -- provides the purchaser the right, but  
       not the obligation, to purchase a security or asset at a  
       specified price on a specified date.

Each of these contracts typically involves the provision of a  
collateral support annex and the obligation to post margin.  
Posting of margin requires participants to deposit money with  
their counterparties based on the mark to market values of the  
derivative contracts.

Mr. Zirinsky explains that a one-cent change in the cost of each  
gallon of fuel impacts the Debtors' operating expenses by  
approximately $1.6 million per month based on 2004 mainline and  
regional aircraft fuel consumption.  To manage the price risk of  
fuel costs, the Debtors from time to time utilize futures  
contracts traded on regulated futures exchanges, swap agreements  
and options.   

According to Mr. Zirinsky, the changes in market value of the  
contracts have historically been highly effective at offsetting  
fuel price fluctuations.  From time to time, the Debtors hedge  
some future fuel purchases to protect against potential spikes in  
price.

In addition, a significant portion of the Debtors' operations is  
conducted in foreign locations.  Therefore, fluctuations in  
foreign currencies can significantly affect their operating  
performance and the value of their assets and liabilities located  
outside of the United States.  From time to time, the Debtors use  
financial instruments to hedge their exposure to the foreign  
currency exchange rates.

Mr. Zirinsky asserts that a reasonable hedging strategy is  
necessary to responsibly manage risks attendant to the operation  
of an airline.  If the market price falls below the hedge price,  
possibly resulting in a margin call, the negative impact on cash  
collateral in the hedge account will be more than offset by more  
profitable business operations.

                         Credit Support

In certain circumstances, and in the ordinary course of the  
Debtors' business operations, the Debtors' counterparties to  
their hedging and derivative contracts have required that the  
Debtors' performance obligations be secured by cash collateral,  
letters of credit or pledges of certain of their assets to the  
counterparty, where the Debtors' obligations to the counterparty  
under outstanding hedging and derivative contracts exceed a  
predetermined threshold.

Thus, the Debtors need the ability to provide credit support as  
may be necessary to implement prepetition or postpetition hedging  
and derivative contracts, including but not limited to posting  
letters of credit, entering into escrow agreements, opening and  
funding escrow accounts, posting collateral or margin, and  
prepayment and delivery of settlement on account of the  
derivative and hedging contracts.

As part of their use of collateral as credit support, the Debtors  
may need to grant new security interests in some of their  
unencumbered collateral to the counterparty to a hedging  
transaction or derivative contract.  The Debtors anticipate that  
the counterparties will extend credit in exchange for certain  
inducements, like the granting of superpriority claims and liens  
pursuant to Sections 364(c)(1) and (2) of the Bankruptcy Code.

Mr. Zirinsky relates that industry practice requires "out of the  
money" parties to provide credit support in the ordinary course  
of business based on net mark-to-market valuations.  Given the  
Debtors' current financial condition, credit support may be  
maintained solely through the posting of collateral, generally in  
the form of letter of credit or cash.

Mr. Zirinsky assures that the Debtors have every intention of  
performing under any postpetition hedging and derivative  
contracts as permitted by the Court.  However, the request for  
credit support is necessary for the uninterrupted and successful  
operations of the Debtors' businesses.  The circumstances of  
Debtors' cases require them to grant their counterparties  
administrative claim status under Section 364(c)(1) and liens on  
free assets under Section 364(c)(2) to protect the counterparties  
from the risk of the Debtors' nonperformance under the derivative  
and hedging contracts.

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


OMNI CAPITAL: Wants Access to Wachovia's Cash Collateral
--------------------------------------------------------
Omni Capital LP asks the Honorable David T. Stosberg of the U.S.
Bankruptcy Court for the Western District of Kentucky for
authority to use cash collateral securing repayment of prepetition
debt owed to Wachovia Bank, N.A.

The Debtor's indebtedness to Wachovia stems from a $5,800,000
mortgage loan on an office building located at 9721 Ormsby Station
Road, in Louisville, Kentucky.  Omni Capital believes the building
has a fair market value of $10,000,000.

In addition to the mortgage on the office building, Wachovia's
claim is also secured by an assignment of rents and a blanket lien
under the Uniform Commercial Code.  Wachovia contends that all
rents, whether prepetition or postpetition, constitute cash
collateral.

The Debtor says that the Property is capable of generating
sufficient income to pay Wachovia's claim and other unsecured
claims against the estate.

The Debtor will use the cash collateral to maintain the property
and fund its day-to-day operations.

The Court will review the Debtor's request on Oct. 20, 2005, at
9:00 a.m. at Courtroom #3, 5th floor, 601 West Broadway, in
Louisville, Kentucky.

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership collects rent from various tenants of its office
building.  The Debtor 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 $11,578,450 in assets
and $7,424,571 in debts.


OWENS CORNING: Has Until Year-End to File Plan of Reorganization
----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware directed Owens Corning and its debtor-affiliates to file
an amended disclosure statement and plan of reorganization before
the end of 2005.

To comply with that direction, the Debtors ask the Court to
extend their Exclusive Periods, through and including
January 31, 2006, so that they can:

    -- file their amended Disclosure Statement and Plan on or
       before December 31, 2005; and

    -- seek an additional extension of their Exclusive Periods to
       solicit acceptances of the amended Plan.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, asserts that a January 31 extension will give the Court
an opportunity to consider another request for further extension
after the filing of an amended Plan.

The Debtors contend that the January 31 extension will not give
them enough time to solicit acceptances for their Amended Plan.

The Court will convene a hearing on October 24, 2005, at 10:00
a.m., to consider the Debtors' request.

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 Sell Alabama Property to Tecvox OEM
-----------------------------------------------------------
Owens Corning owns 2.039 acres of land and a 26,091-sq. ft.
OEM/fabricated insulation production plant located at 8468
Highway 72, in Athens, Alabama.  Owens Corning acquired the
Property in 1995, as part of its acquisition of FiberLite
Corporation.

The Property served customers in the "commercial interiors"
market and provided high density molded fiberglass board used in
the production of partition panels for commercial office
furniture.

In 2001, the market demand for office construction collapsed and
demands for the molded fiberglass product produced at the
Property fell significantly.  Accordingly, the Debtors closed the
Athens facility in March 2002 and began marketing the Property
for sale.

Due to a lack of interest in the Property, the Debtors reduced
their asking price for the Property in 2004.

On September 14, 2005, the Debtors entered into an agreement with
Tecvox OEM Solutions LLC, for the sale of the Property.

The principal terms of the Agreement are:

    (a) The gross purchase price for the Property is $197,000 with
        a $5,000 refundable security deposit;

    (b) Tecvox is entitled to investigate certain matters
        regarding the Property, including:

           * the Property's zoning, any applicable use permits or
             any other governmental rules and regulations
             affecting the use of the Property;

           * documents regarding property condition, interior
             space plans, maintenance contracts, service
             contracts, reciprocal easement agreements, and other
             contracts or agreements affecting or relating to the
             ownership, operation, maintenance, construction,
             development, lease or use of the Property; and

           * the Property's environmental condition.

    (c) Tecvox is entitled to review the title commitment to be
        obtained with respect to the Property and is required to
        either approve the commitment or notify Owens Corning of
        any items, which are reasonably objectionable;

    (d) Tecvox agreed to accept the Property in an "as is, where
        is" condition; and

    (e) Closing will occur when all conditions have been
        satisfied.

J. Kate Stickles, Esq., at Saul Ewing, in Wilmington, Delaware,
tells the Court that the Debtors owe prepetition real and
personal property taxes that may total $3,181 in principal, plus
potential interest, penalties and other charges.

Ms. Stickles adds that two judgment liens totaling $12,000 can
potentially affect the Property.  The First Judgment Lien --
$7,072 -- is held by Fidelity Financial Services.  The Second
Judgment Lien -- $4,978 -- is in the name of Post Airgas, Inc.
Each of the judgments was obtained against the prior owner of a
portion of the Property, and not against any of the Debtors.

Thus, the Debtors ask the Court to authorize the sale of the
Property, free and clear of all liens, claims, encumbrances and
interests.

The Debtors further ask the Court to authorize, but not direct:

    (a) the satisfaction of property taxes or liens at Closing
        from the proceeds of the sale; and

    (b) the establishment of appropriate escrow or reserve
        accounts with respect to the property taxes or liens.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 116;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PONDEROSA PINE: Wants Until January 6 to Remove Civil Actions
-------------------------------------------------------------
Ponderosa Pine Energy Partners, Ltd., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of New Jersey for
an extension until Jan. 3, 2006, within which they may remove
prepetition civil actions.  

The removal of the prepetition actions requires the evaluation of
complex legal and factual issues.  The Debtors' ability to
successfully rehabilitate and reorganize their business and make
distributions to unsecured creditors are affected by the outcome
of the civil actions.

The Debtors contend that without the extension, they would be
forced to make removal decisions that could adversely affect their
estates and creditors.

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.


PRECISION TOOL: Court Confirms Amended Reorganization Plan
----------------------------------------------------------
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky confirmed on Oct. 7, 2005, the
Amended Plan of Reorganization filed by Precision Tool, Die and
Machine Co., Inc.

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

The initial post-bankruptcy Board of Directors will consist of
Thomson Hudson, Philip Gunn, John Calabrese, John Locke and
Timothy Hester.  The initial board of directors will be deemed
appointed pursuant to the confirmed Plan.  The appointment will be
deemed ratified by the initial holders of Common and Preferred
Stock.  The Board will be fully authorized to take actions that
are necessary to consummate the Plan and to operate Reorganized
Precision's business.

Reorganized Precision will be initially authorized to issue
pursuant to the terms of the Plan and the Amended Certificate of
Incorporation:

   (a) 5,878,000 shares of Class A Common Stock:

       -- 200,000 will be issued on the Effective Date to those
          individuals identified by Precision's current board of
          directors as Key Employees;  

       -- 800,000 will be issued to Key Employees as determined by
          Precision's post-Effective Date board of directors;

       -- 1,211,000 will be issued on the Effective Date to
          holders of Allowed Class 2 Claims in accordance with
          Section 6.01(b) of the Plan;

       -- the remainder of Class A shares are being reserved for
          issuance as provided in the Plan.

   (b) 1,555,000 shares of Class B Common Stock:

       -- 555,000 will be issued to GE on the Effective Date; and

       -- 1,000,000 will be reserved for the ESOP in the event
          Reorganized Precision's Board of Directors votes to
          establish an ESOP as a substitute for the Employee Bonus
          Plan and it is determined that Class B Common Stock is a
          qualified employer security under the Internal Revenue
          Code.

   (c) 2,233,000 shares of Class C Common Stock

       -- 1,233,000 will be issued to Thomson Hudson on the
          Effective Date; and

       -- 1,000,000 shares will be reserved for issuance in
          connection with the Employee Bonus Plan,

   (d) 1,500,000 shares of Class A voting Convertible Preferred
       Stock to be issued to holders of Allowed Class 2 Claims on
       the Effective Date or as otherwise permitted under
       Section 6.01(b) of the Plan.

   (e) 500,000 shares of Class B voting Convertible Preferred
       Stock to be issued to GE on the Effective Date of the Plan.

The Debtor is also authorized to purchase nine forklifts from
Toyota Motor Credit Corporation for $34,587:

   Lease #          Equipment Description      Serial #
   -------          ---------------------      --------
   02370-012-0001          FGC45               12508
   02370-013-0002          7FGCU25             69701
   02370-014-0001          7FGCU25             73643
   02370-015-0001          7FGCU25             74187
   02370-016-0001          7FGCU25             76038
   02370-017-0001          7FGCU25             76477
   02370-018-0001          6FGCU35             60295
   02370-030-0001          7FGCU25             67807
   02370-033-0001          7FGCU25             68283

A full-text copy of the confirmation order on Precision Tool, Die
and Machine Co.'s Amended Plan of Reorganization is available for
a fee at:

  http://www.researcharchives.com/bin/download?id=051011033918  

Headquartered in Louisville, Kentucky, Precision Tool, Die and
Machine Co., Inc. filed for chapter 11 protection on Dec. 18, 2003
(Bankr. W.D. Ky. Case No. 03-38707).  Laurence May, Esq., and
Frederick E. Schmidt, Esq., at Angel & Frankel, P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for chapter 11 protection, it estimated assets and debts of
$10 million to $50 million.


PXRE GROUP: Fitch Maintains Watch Negative after Capital Raising
----------------------------------------------------------------
Fitch Ratings commented that ratings of PXRE Group Ltd., PXRE
Capital Trust I, PXRE Reinsurance Ltd., and PXRE Reinsurance
Company remain on Rating Watch Negative following PXRE's
successful capital raising in the form of common stock and the
private placement of perpetual preferred shares, which together
raised approximately $474 million, net of transaction costs.

PXRE intends to contribute the proceeds to PXRE Reinsurance Ltd.,
its Bermuda reinsurance subsidiary, to support the underwriting of
reinsurance business during upcoming renewal periods.

Fitch views the new capital as a positive credit event.  The
amount raised is more than PXRE's current estimate of its net loss
from Hurricanes Katrina and Rita of between $265 million and $340
million.  Fitch also notes that, in the past, major insurance
losses have spurred significant increases in insurance and/or
reinsurance prices.  PXRE's ability to successfully raise capital
is an indication of the capital market's confidence in both PXRE's
organization and future reinsurance pricing.

Nonetheless, Fitch notes that the loss estimates are significant,
with losses from Hurricane Katrina alone representing between 30%
and 40% of PXRE's June 30, 2005 shareholders' equity.  This
represents a greater loss than Fitch had expected from a single
event.  The additional capital raised will help to replenish
losses and replace capital; however, the onus will be on the
company to manage risks appropriately so as to not unduly expose
the new or existing capital to further loss.

Fitch also notes that significant uncertainties remain.  Loss
estimates from Hurricane Katrina continue to develop, and Fitch
believes this event presents unprecedented risks to the insurance
industry.  Thus, Fitch believes that it may take longer than
normal for these losses to fully develop.  Fitch further notes
that PXRE's loss estimates are based on an industry loss estimate
of $30 billion-$40 billion.  With some estimates of the industry
loss as high as $60 billion, it is very possible that PXRE's loss
could grow beyond the high end of its estimated range.

Resolution of the Rating Watch Negative will depend upon Fitch's
updated assessment of PXRE's risk concentration relative to its
capital base net of storm losses and capital replenishment.  Fitch
believes there is the possibility that some catastrophe reinsurers
are materially under-estimating overall catastrophe exposure based
in part on extensive reliance on catastrophe modeling an
assumptions.

Additionally, Fitch expects to be able to resolve the Rating Watch
Negative once it believes there is a reasonably stable estimate of
the industry's and PXRE's ultimate loss from Hurricane Katrina.  
Given the very unusual nature of the losses, this could take an
extended period of time but no sooner than the reporting of third-
quarter 2005 financial results.

These current ratings remain on Rating Watch Negative by Fitch:

   PXRE Group Ltd.

     -- Long-term rating 'BBB-'.

   PXRE Capital Trust I

     -- Trust preferred securities $100 million 8.85% due Feb.1,
        2027 'BB+'.

   PXRE Reinsurance Company
   PXRE Reinsurance Ltd.

     -- Insurer financial strength 'A-'.


QUICK MED: Daszkal Bolton Raises Going Concern Doubt
----------------------------------------------------
Daszkal Bolton, LLP, of Boca Raton, Florida, expressed substantial
doubt about Quick Med Technologies Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal years ended June 30, 2005 and 2004.  The auditing
firm points to the Company's recurring losses, net capital
deficiency, and negative cash flows from operations for the years
ended June 30, 2005, and 2004.

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission, the Company
reports a $1,927,343 net loss in fiscal 2005, compared to a
$2,368,514 net loss in fiscal 2004.  

Quick Med's balance sheet showed $1,227,444 of assets at June 30,
2005, and liabilities totaling $1,579,653, causing a $352,209
stockholders' deficit.

Total cash on hand at June 30, 2005 was $844,309.  Management
indicates that this cash balance will satisfy Quick Med's cash
requirements for about five and a half months.

At June 30, 2005, Quick Med had a working capital of $742,389,
primarily due to:

     a) an accrued interest on a stockholder loan totaling
        $37,746; and

     b) accounts payable of $113,282.

                     Liquidation Warning

Quick Med's management states that the Company may need to
liquidate its business if it fails to successfully repay or
restructure a loan from Michael R. Granito, Chairman of the Board.

As of June 30, 2005, Quick Med had notes outstanding to Mr.
Granito totaling $1,268,625.  During the year ended June 30, 2005,
the short-term note with the Chairman of the Board was
consolidated with the long-term convertible note under the same
terms.  The maturity date was extended to July 1, 2006 from July
1, 2004.  On November 30 and December 31, 2004, a total of
$1,326,087 of the long-term convertible note was converted into
3,489,703 shares of Company restricted common stock.

                     Engelhard Default

On Sept. 19, 2005, Quick Med sent a notice of material default and
termination to Engelhard Corporation for breach of its contractual
obligations under a product development and distribution
agreement.  

The agreement gives Engelhard with exclusive worldwide rights to
develop and market certain products relating to skin care
employing the Company's MultiStat(TM) family of advanced
compounds.  From Sept. 2002 to Aug. 2005, the Company received
approximately $220,000 in revenues under a product agreement.

Engelhard failed at least two critical milestones under the
product agreement:

    1) to develop at least one significant sales contract within
       one year of the effective distribution date;

    2) to have the Quick Med realize a combined annualized net
       profit of $1 million per year by May 2005.

The Company is currently assessing its legal remedies and
investigating damages related to Engelhard's breach.

               About Quick-Med Technologies

Quick-Med Technologies, Inc., (OTC Bulletin Board: QMDT) --
http://www.quickmedtech.com/-- is a life sciences company focused  
on developing proprietary, broad-based technologies for consumer,
industrial, and healthcare use, as well as for advanced military
and civilian medical applications.  The Company's two core
products under development are:

    a) MultiStat(TM) - a family of advanced compounds shown to be
       effective in broad-based skin therapy applications; and

    b) NIMBUS(TM) - a family of advanced polymers that can be used
       in a wide range of applications from advanced wound care to
       industrial and consumer preservatives.


QUIGLEY COMPANY: Files Third Amended Disclosure Statement
---------------------------------------------------------
Quigley Company, Inc., filed its Third Amended Disclosure
Statement explaining its Third Amended Plan of Reorganization with
the Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York on Oct. 6, 2005.

                Summary of the Third Amended Plan

The Plan resolves Quigley's liability for all Asbestos PI Claims
by channeling them to the Asbestos PI Trust to be established on
the Effective Date of the Plan.  In exchange for the consideration
to be contributed by Pfizer and Quigley to the Asbestos PI Trust
pursuant to the terms of the Plan, the Asbestos PI Trust will
assume and be responsible for all liability for Asbestos PI Claims
and certain other obligations associated with the Quigley
Transferred Insurance Rights and the Insurance Relinquishment
Agreement.  All Asbestos PI Claims will be determined and paid
pursuant to the terms, provisions, and procedures of the Asbestos
PI Trust, the Asbestos PI Trust Distribution Procedures, and the
Asbestos PI Trust Agreement.  

All holders of Asbestos PI Claims will be permanently enjoined
from pursuing their Asbestos PI Claims against Reorganized Quigley
and their Asbestos PI Claims against certain other parties,
including Pfizer and the other Pfizer Protected Parties, to the
extent that their Asbestos PI Claims against the Pfizer Protected
Parties are derivative of Quigley's business.

All holders of Asbestos PI Claims will be permanently enjoined
from pursuing their Asbestos PI Claims against Settling Asbestos
Insurance Entities and Non-Settling Asbestos Insurance Entities.  
Quigley believes that the consideration that Pfizer and Quigley
will contribute to the Asbestos PI Trust for ultimate distribution
to holders of Asbestos PI Claims pursuant to the Asbestos PI Trust
Distribution Procedures and the other contributions being made to
Reorganized Quigley or the Asbestos PI Trust, will result in a
greater recovery for holders of those Claims than would otherwise
be available without those contributions, procedures, and
channeling injunctions.

                       Trust Contributions

Quigley and Pfizer will make these contributions to the trust to
fund the processing and payment of asbestos personal injury
claims:

   -- $102.6 million of insurance that contains no restrictions on
      the payment of asbestos personal injury claims;

   -- $191 million of insurance that contains restrictions on the
      payment of certain asbestos personal injury claims;

   -- receivables owed by insurance companies to Quigley, as of
      the date its plan is confirmed, for amounts that Quigley
      billed the insurance companies before it filed bankruptcy
      (these receivables currently total $28.4 million);

   -- $4.2 million to be paid to Quigley prior to Jan. 1, 2006, by
      an insurer pursuant to a pre-bankruptcy asbestos-related
      insurance settlement agreement;

   -- $15.7 million in cash, which is currently in an insurance
      trust account jointly held by Quigley and Pfizer;

   -- $15.6 million in cash that Quigley is expected to have in
      its accounts when the trust begins operating;

   -- a non-interest-bearing note issued by Pfizer for
      $405 million, payable in equal installments over a period of
      40 years, with the first installment payment payable on the
      date the trust begins operating; and

   -- Quigley's common stock, upon satisfaction of certain
      conditions described in Quigley's plan of reorganization.

                Treatment of Claims and Interests

Pfizer, as a secured claimant, will receive 49% of its claims in
cash.  Pfizer has agreed to forgive $30 million of the Allowed
Senior Secured Claim, as part of its contribution to the Asbestos
PI Trust.

The Secured Claimants -- Freeman, Reaud Claimants, Hatchett,
Sherry, Ytuarte and other secured bond claimants -- will be
entitled to proceed with the pending appeal to final judgment.  If
the trial court will affirm judgment in their favor, they will be
entitled to seek payment of the final judgment from the their
corresponding Bond.  If there is a deficiency claim, they will
have to proceed against the Asbestos PI Trust in accordance with
the Asbestos PI Trust Distribution Procedures.  If the trial court
judgment will be reversed on appeal, any Asbestos PI Claim that
they may have will be automatically channeled to and assumed by
the Asbestos PI Trust.

Holders of unsecured claims, totaling approximately $33.4 million,
will recover 7.5% of their claims.

Asbestos PI Claims will be channeled and assumed by the Asbestos
PI Trust, which will be funded by contributions from Quigley and
Pfizer.

Pfizer, as the sole holder of the Equity Interests, will transfer
the common stock of Reorganized Quigley to the Asbestos PI Trust
on the Stock Transfer Date.

The Debtor estimates that the effective date will be on Feb. 1,
2005.

A full-text copy of Quigley Company, Inc.'s Third Amended
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=051011025120

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at
Schulte Roth & Zabel LLP, represent the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


RECYCLED PAPERBOARD: Wants to Borrow Money from Ackerman Realty
---------------------------------------------------------------
Recycked Paperboard, Inc., asks the U.S. Bankruptcy for the
District of New Jersey for authority to borrow money and incur
debt from Ackerman Realty Group, LLC.

The Debtor tells the Court that it has an urgent and ongoing need
for cash to maintain and preserve the physical integrity of its
assets pending the closing of the sale of its real property and
improvements to RD Acquisition #3 LLC for $5,050,000.

The Debtor has $700,000 in outstanding accounts receivable but
believes $300,000 of that total is uncollectible.  The Debtor says
that it has not received payments on account of its receivables
for approximately two months and collection efforts have proven to
be ineffective.  The Debtor reminds the Court that the only
account receivable, which is in the process of settlement subject
to Court approval, amounts only to $145,000.  The Debtor further
tells the Court that the remaining accounts are unresponsive and
will require the institution of litigation to collect.  The Debtor
says it is exploring a sale of its remaining accounts receivable.

The Debtor discloses that it only has $20,000 cash on hand and it
needs to make certain ongoing payments including payroll, real
estate taxes, the services of environmental contractors assisting
the Debtor in its cleanup operation and the like.  The Debtor says
that $20,000 is not enough to make such payments.

The Debtor discloses that it has approached Ackerman Realty and
requested that Ackerman Realty loan monies to the Debtor on an
interim basis.

The Debtor reminds the Court that on Mar. 31, 2005, Ackerman
Realty purchased the first priority secured claim of Valley
National Bank in all of the assets of the Debtor including
accounts receivable, machinery, equipment and furnishings,
intangibles, and real estate and improvements.  Furthermore,
Ackerman Realty retains a lien upon all of the Debtor's assets.

Ackerman Realty has agreed to loan a maximum amount of $150,000 to
the Debtor on an as needed basis but only if an order is entered,
pursuant to Sections 503(b) and 364(b) of the Bankruptcy Code,
providing a priority to Ackerman realty for all such monies
advanced as an administrative expense.

The Debtor says that the monies advanced by Ackerman Realty shall
be repaid as an administration expense from any and all cash
available to the Debtor through the liquidation process plus an
interest of 7%.

Absent the loan from Ackerman Realty, the Debtor says it will have
no ability to continue its liquidation effort.  

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
and bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).  
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


REFGO GROUP: CEO Takes Leave Following Undisclosed $430 Mil. Deal
-----------------------------------------------------------------
Refco Inc. (NYSE: RFX), the parent of Refco Group Ltd. LLC,
discovered through an internal review a receivable owed to the
Company by an entity controlled by Phillip R. Bennett, Chief
Executive Officer and Chairman of the Board of Directors, in the
amount of approximately $430 million.

Mr. Bennett repaid the receivable in cash, including all accrued
interest on Monday, Oct. 10.  Based on the results of the review
to date, the Company believes that the receivable was the result
of the assumption by an entity controlled by Mr. Bennett of
certain historical obligations owed by unrelated third parties to
the Company, which may have been uncollectible.  The Company
believes that all customer funds on deposit are unaffected by
these activities.  Independent counsel and forensic auditors have
been retained to assist the Audit Committee in an investigation of
these matters.

This receivable from the entity controlled by Mr. Bennett was
reflected on the Company's prior period financials, as well as on
the Company's May 31, 2005 balance sheet.  The receivable was not
shown as a related party transaction in any such financials.  For
that reason, and after consultation by the Audit Committee with
the Company's independent accountants, the Company determined, on
Oct. 9, 2005, that its financial statements, as of, and for the
periods ended:

   * February 28, 2002,
   * February 28, 2003,
   * February 28, 2004,
   * February 28, 2005, and
   * May 31, 2005,

taken as a whole, for each of Refco Inc., Refco Group Ltd., LLC
and Refco Finance, Inc., should no longer be relied upon.

                     Leave of Absence

At the request of the Board of Directors, Mr. Bennett has taken a
leave of absence.  William M. Sexton, who recently announced his
impending resignation as Executive Vice President and Chief
Operating Officer of Refco Inc. and Refco Group Ltd., LLC, will
remain with the Company and has been appointed as Chief Executive
Officer of Refco Inc.  

Mr. Sexton said, "I am staying at Refco because I believe in our
employees, customers and franchise.  I am excited about the
opportunities ahead and am eager to work with our management team
to help the Company achieve even greater success."  Joseph J.
Murphy, Chief Executive Officer of Refco Global Futures and
President of Refco LLC, has been appointed President of Refco Inc.
and Refco Capital Markets, Ltd.  

Mr. Murphy said, "We continue to see strong momentum across our
businesses with record derivative contract and foreign exchange
volume in the quarter."  Mr. Sexton and Mr. Murphy have been
leaders of the senior management team at Refco for the past six
years, and have been instrumental in the Company's growth and
success.  Also at the request of the Board, Santo C. Maggio,
President and Chief Executive Officer of Refco Securities, LLC and
Refco Capital Markets, Ltd., has taken a leave of absence.  Peter
McCarthy has been appointed President of Refco Securities, LLC.

                   Financial Filing Delay

In light of the Audit Committee's investigation, the Company,
Refco Group Ltd., LLC and Refco Finance Inc. each will likely
delay the filing of its Quarterly Report on Form 10-Q for the
quarterly period ending Aug. 31, 2005, due on Oct. 17, 2005.  
The Company cannot estimate at this time when the Fiscal 2006
second quarter Form 10-Q filings will be made or when the Audit
Committee investigation will be concluded.

                     Business Highlights

For the quarter ended Aug. 31, 2005, derivatives brokerage and
clearing contract volumes increased by 61 million contracts, or
40.3%, to 212 million contracts for the second quarter compared to
the same quarter a year ago, and by 5 million contracts, or 2.5%,
compared to the quarter ended May 31, 2005.  Foreign exchange
dollar volumes increased by $172 billion, or 56.4%, to $477.4
billion for the second quarter compared to the same quarter a year
ago, and by $67.6 billion, or 16.5%, compared to the quarter ended
May 31, 2005.

The average net customer securities financing portfolio, or
average domestic net repo book, increased by 27.4% for the quarter
ended Aug. 31, 2005 to $47 billion from $36.9 billion for the
quarter ended Aug. 31, 2004.

As of Aug. 31, 2005, cash and cash equivalents were $648.6 million
(of which approximately $230 million was subsequently used to
redeem a portion of the Company's subordinated debt), and
regulated subsidiaries reported net capital of $665.8 million and
excess regulatory capital of $279.3 million.  These figures do not
reflect the $433 million received today from Mr. Bennett to settle
his outstanding receivable.

Refco Inc. (NYSE: RFX) -- http://www.refco.com/-- is a  
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.


REFCO GROUP: Moody's Lowers Sr. Sub. Debt Rating to Caa1 from B3
----------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Refco Group
Ltd., LLC (corporate family rating downgraded to B2 from B1).  The
ratings remain on review for downgrade.

The rating action reflects Refco's decision to ask its CEO to take
a leave of absence, after failing to disclose a related party
receivable of $430 million.  The company also disclosed that its
previously filed financial statements cannot be relied upon.  
These developments raise serious concerns about the effectiveness
of internal controls within Refco's operationally intensive
businesses Moody's said.

The rating agency also noted that the disclosure increases the
regulatory uncertainties and risks of litigation facing the
company, and calls into question the quality of the firm's
corporate governance.

During the review Moody's will focus on the short-term credit and
liquidity risks inherent in the operation of Refco's brokerage and
capital markets businesses.  In addition, Moody's will assess
whether these adverse developments will damage the firm's customer
relationships or hinder its business flows.

These ratings of Refco Group Ltd., LLC were downgraded:

   * Long-term Corporate Family Rating to B2 from B1
   * Senior Secured Bank Credit Facilities Rating to B2 from B1
   * Senior Subordinated Debt to Caa1 from B3

All ratings remain on review for downgrade.

Refco Finance Inc, which is a wholly-owned special purpose finance
subsidiary of Refco, and is co-issuer of the Senior Subordinated
Debt was also downgraded to Caa1 from B3 and remains on review for
downgrade.

Refco is an independent brokerage and clearing firm.


REFCO GROUP: S&P Lowers Counterparty Credit Rating to B+ from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the counterparty credit
rating of Refco Group Ltd. LLC to 'B+' from 'BB-' and placed the
rating on CreditWatch with negative implications.  The ratings on
Refco's subordinated debt, bank term loan, and bank revolving
credit facility were also lowered and placed on CreditWatch
negative.
     
The rating actions follow the announcement by Refco Inc., the
parent of Refco Group Ltd. LLC, that it discovered an undisclosed
receivable owed to it by an entity controlled by CEO and Chairman
of the Board Phillip Bennett.  Refco Inc. also announced that
Mr. Bennett has taken a leave of absence from the company.  
William Sexton, former chief operating officer of the company, has
been appointed CEO.
     
"The CreditWatch review will focus on the firm's accounting
controls and governance as well as on its ability to maintain
access to the credit markets," said Standard & Poor's credit
analyst Tom Foley.
     
Even though Refco Inc. also reported today that the receivable in
question, which amounted to $430 million, has been repaid, today's
rating actions reflect the potential negative impact on the
company.


REMEC INC: Voluntarily Delists Common Stock Trading from NASDAQ
---------------------------------------------------------------
REMEC, Inc. (NASDAQ:REMC) provided delisting notice to the Nasdaq
Stock Market and requested that the Company common stock be
delisted from the Nasdaq National Market as of Oct. 13, 2005.  The
last trading day for the Company common stock on the Nasdaq
National Market will be today, Oct. 12, 2005.

This delisting is the next logical step in the Company's strategy
to divest its various business units in order to maximize the
value to the Company's shareholders.

As reported in the Troubled Company Reporter on Sept. 2, 2005, the
Company's shareholders approved the sale of selected assets and
liabilities of REMEC's Wireless Systems Business to Powerwave
Technologies, Inc. pursuant to the Asset Purchase Agreement, dated
March 13, 2005, as amended.  In addition, the Company's
shareholders approved the winding up and dissolution of the
company pursuant to a Plan of Dissolution.

The Company no longer operates an active business and has
commenced liquidation distributions to its shareholders.

REMEC common stock is eligible for quotation on the NASD Over-the-
Counter Bulletin Board, and the Company anticipates that its
common stock will be quoted on the OTCBB under the symbol "REMC"
following its delisting from the Nasdaq National Market.

REMEC, Inc. -- http://www.remec.com/-- designs and manufactures  
high frequency subsystems used in the transmission of voice, video
and data traffic over wireless communications networks.


SAINT VINCENTS: 12 Tort Claimants Want to Proceed with Lawsuits
---------------------------------------------------------------
Bradley Zimmerman, Esq., at The Jacob D. Fuchsberg Law Firm, LLP,
in New York, relates that 12 pending medical malpractice actions
filed against Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates are stayed as a result of the Debtors
Chapter 11 filing:

A) Joann Barnard, Individually and as Administrator of the Estate
   of Aubrey Barnard, Deceased v. Saint Vincent's Hospital and
   Medical Center, et al.

   Court:            Supreme Court - New York County

   Commenced:        June 5, 2003

   Debtor:           Saint Vincent's Hospital and Medical Center

   Status:           Settled for $360,000.  Awaiting distribution
                     of proceeds upon presentation of a
                     compromise order.

   Insurance:        Medical Liability Mutual Insurance Co.
                     $1 million per occurrence/$3 million
                     aggregate.

   Gen. Description: Improper placement of a hemodialysis
                     catheter resulting in severe hemorrhaging.

   Injuries:         Death

B) Michael J. Coffey v. Lang, M.D., et al.

   Court:            Supreme Court - Queens County

   Commenced:        February 22, 2005

   Debtor:           Saint Vincents Catholic Medical Centers of
                     New York (Manhattan)

   Status:           Discovery to begin

   Insurance:        according to Debtor's Register of Insurance,
                     there is insurance coverage for the alleged
                     claims.

   Gen. Description: Negligently performed heart surgery and
                     improper monitoring thereafter.

   Injuries:         Multiple strokes and permanent neurological
                     problems arising from the negligence.

C) Adhem Elbezra v. Reyes, M.D., et al.

   Court:            Supreme Court - Bronx County.  Currently
                     pending in Richmond County.

   Commenced:        June 23, 2003

   Debtor:           St. Vincent's Catholic Medical Centers of
                     New York, also known as St. Vincent's
                     Catholic Medical Centers of Richmond

   Status:           The case ready to proceed to trial.

   Insurance:        Medical Liability Mutual Insurance Co.
                     $1 million per occurrence/$8 million
                     aggregate.

   Gen. Description: Failure to diagnose an infant with
                     congenital glaucoma and amblyopia resulting
                     in numerous eye surgeries.

   Injuries:         Among other things, permanent vision loss.

D) Helen Platt v. Saint Vincents Catholic Medical Centers of New
   York also known as St. Vincent's Medical Center of Richmond,
   et al.

   Court:            Supreme Court - Kings County

   Commenced:        February 18, 2003

   Debtor:           Saint Vincents Catholic Medical Centers of
                     New York also known as St. Vincent's Medical
                     Center of Richmond

   Status:           The case is ready to proceed to trial.

   Insurance:        Medical Liability Mutual Insurance Company
                     Policy $1million/$8 million aggregate.

   Gen. Description: Negligent installation of a pacemaker lead,
                     and negligent post-operative evaluation and
                     monitoring.

   Injuries:         Ms. Platt has developed cardiac tamponade,
                     become ventilator dependent, and developed
                     congestive heart failure and related
                     problems.

E) Francesco Schirripa v. Sisters of Charity Medical Center
   St. Vincent's Hospital of Richmond, et al.

   Court/County:     Supreme Court - King County

   Debtor:           Sisters of Charity Medical Center
                     St. Vincent's Hospital of Richmond

   Commenced:        September 13, 2004

   Status:           Discovery is underway

   Insurance:        Medical Liability Mutual Insurance Company.
                     $1 million per occurrence/$8 million
                     aggregate.

   Gen. Description: Failure to timely diagnose and treat
                     malignant thymoma.

   Injuries:         Spread of cancer and decreased life
                     expectancy.

F) Resham Singh, By and Through his Attorney-In-Fact, Parminder
   Kaur v. Tenenbaum, M.D., et al.

   Court/County:     Supreme Court - Queens County

   Debtor:           Saint Vincents Catholic Medical Centers of
                     New York doing business as Saint Vincents
                     Hospital Manhattan

   Commenced:        February 18, 2004

   Status:           The parties are engaged in discovery

   Insurance:        Medical Liability Mutual Insurance Company
                     claims made policy of $1 million primary/$14
                     million aggregate.

   Gen. Description: Failure to timely and properly diagnose and
                     treat Mr. Singh for a right cerebellar
                     blockage.

   Injuries:         Mr. Singh is conscious but is unable to
                     move.

G) Parminder Kaur, as temporary guardian of the goods and
   chattels of Resham Singh et al. v. Tenenbaum, M.D., et al.

   Court/County:     Supreme Court - Queens County

   Debtor:           Saint Vincents Catholic Medical Centers of
                     New York, Saint Vincents Hospital and
                     Medical Center

   Commenced:        April 11, 2005

   Status:           This action will be consolidated with the
                     the other Singh case.

   Insurance:        Medical Liability Mutual Insurance Company
                     claims made policy of $1 million primary/$14
                     million aggregate.

   Gen. Description: Failure to timely and properly diagnose and
                     treat Mr. Singh for a right cerebellar
                     blockage.

   Injuries:         Mr. Singh is conscious but unable to move.

H) Kim Burroughs, as Administrator of the Estate of Vernell     
   Russell, decease, v. Catholic Medical Center of Brooklyn and
   Queens, Inc., et al.

   Court/County:     Supreme Court - Kings County

   Debtor:           Catholic Medical Center of Brooklyn and
                     Queens, Inc., doing business as St. Mary's
                     Hospital of Brooklyn

   Commenced:        November 6, 2000

   Status:           Discovery is underway.

   Insurance:        St. Mary's Hospital is self-insured.

   Gen. Description: Failure to diagnose patient's hip fracture
                     and improper discharge.

   Injuries:         Death

I) Antoinette Hutchinson Individually and as Administratrix of
   the Estate of Freda T. Lewis, deceased v The United States of
   America, et al.

   Court/County:     United States District Court (E.D.N.Y).   
                     Case No.: 01-CV-1198

   Debtor:           St. Mary's Hospital of Brooklyn

   Commenced:        February 28, 2001, amended complaint filed
                     On July 22, 2003

   Status:           Discovery complete.  Plaintiff's summary
                     judgment motion pending.

   Insurance:        St. Mary's Hospital is self-insured.

   Gen. Description: Failure to timely diagnose and treat ovarian
                     Cancer.

   Injuries:         Death

J) Mary Conway Paz v. St. John's Queens Hospital, et al.

   Court/County:     Supreme Court - Queens County

   Debtor:           St. John's Queens Hospital

   Commenced:        July 29, 2004.

   Status:           Discovery underway.

   Insurance:        St. John's Queens Hospital is self-insured.

   Gen. Description: Failure to diagnose appendicitis in a 41-
                     year-old woman.

   Injuries:         Ruptured appendix, peritonitis, weight loss
                     and extensive surgery and scarring.

K) Shahid Pirzada and Romah Pirzada v. Miller, M.D., et al.

   Court/County:     Supreme Court - Queens County.

   Debtor:           St. John's Queens Hospital Commenced
                     September 30, 2003

   Status:           Discovery nearly complete.

   Insurance:        St. John's Queens Hospital is self-insured.

   Gen. Description: Failure to monitor patient's IV site
                     Injuries Infection which ultimately caused
                     patient to suffer endocarditis, and patient
                     now needs a pacemaker.

L) Alice Ransom and Rosalind Evans as Co-Administrators of the
   Estate of Shameaka Renay Ransom-Singleton, Deceased v. Balmir,
   M.D., et al.

   Court/County:     Supreme Court - Kings County

   Debtor:           St. Mary's Hospital of Brooklyn, et al.
                     Commenced October 22, 2004

   Status:           Discovery has commenced.

   Insurance:        On information and belief, St. Mary's
                     Hospital of Brooklyn is self-insured.

   Gen. Description: Failure to diagnose and treat a viral
                     infection of the brain.

   Injuries:         Death

                      Stay Should Be Lifted

Mr. Zimmerman notes that a review of the pending Actions makes
clear that Personal Injury Claimants would suffer significant
hardship if the Actions are stayed.  The patients in the Actions
have suffered devastating, permanent injuries or have died.  
Delaying the resolution of the Actions would result in the aging
of evidence and the loss of witnesses, and could effectively deny
the Claimants their opportunity to litigate, Mr. Zimmerman
asserts.

Accordingly, the Personal Injury Claimants ask the Hon. Prudence
Carter Beatty of the U.S. Bankruptcy Court for the Southern
District of New York to:

   (a) modify the automatic stay to:
  
          (i) allow the Actions to proceed in their respective
              forums to judgment or settlement; and

         (ii) permit the plaintiff in each of the Actions to
              execute on any judgment or collect on any
              settlement against available insurance proceeds
              without further Bankruptcy Court order; and

   (b) permit the plaintiff in each of the Actions to
       participate in the bankruptcy proceeding as an unsecured
       creditor to the extent of any unsatisfied claim.

Headquartered in New York, 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)


SEDONA CORP: Gets $500K Final Tranche of $1-Mil Loan from W. Rucks
------------------------------------------------------------------
SEDONA Corporation received the final $500,000 tranche under a
$1,000,000 loan agreement with William Rucks dated July 1, 2005.  

The Company received the first tranche on July 1, 2005.  Mr. Rucks
funded the second tranche on Aug. 2, 2005.

As reported in the Troubled Company Reporter on Aug. 15, 2005, the
Company is obligated to issue convertible notes to Mr. Rucks, as
evidence of the Loan.  The Convertible Notes will mature and are
payable 24 months after the date of each Loan, unless converted.  
The Company is required to use the loan proceeds to pay the
Company's existing obligations in this order of priority:

   (1) the Internal Revenue Service for any payroll, withholding
       and other employee taxes;

   (2) any state revenue department for which payroll, withholding
       or other employee taxes are due;

   (3) any state revenue department for any sales or use taxes
       owed by the Company;

   (4) proper parties to satisfy any ERISA, pension or benefit
       obligations;

   (5) proper parties and employees to satisfy any wage, current
       severance obligations, WARN Act or other employee related
       expenses;

   (6) proper parties to satisfy any outstanding environmental
       claims, demands, enforcement actions or judgments;

   (7) federal and state authorities for taxed based on income and
       for franchise taxes' and eighth, payment to accounts
       payables and expenses incurred in business operations.

The Convertible Notes will bear interest on the principal
outstanding at a rate of 8% per year due annually in arrears from
the date of the Convertible Notes until the earlier of maturity or
the date upon which the unpaid balance is paid in full or is
converted into shares of common stock.  The Investor may, at his
option, at any time after each Loan, elect in writing to convert
all or a designated part of the unpaid principal balance, together
with the accrued and unpaid interest, of each Convertible Note
into Shares.  The number of Shares into which the principal may be
converted is equal to $0.18 per share.  The number of Shares
issuable upon conversion of the $1 million principal balance of
the Convertible Notes is 5,555,555.  Accrued and unpaid interest
may be paid in cash or, at the election of the Investor, in Shares
at a conversion price of $0.18 per share.  The conversion price
for principal will be protected by full-ratchet anti-dilution,
with the exemption of stock options issued to the Company's
employees and directors only.

In the event the Company's cash position increases to a
significant level due to increased business activity, a legal
settlement, or additional equity investment, the Company, after 30
days written notice, may elect to prepay the principal amount of
the Convertible Notes, plus interest, in cash, at any time,
without penalty, in the event the Investor does not elect in
writing to convert all or a designated part of the principal
amount of the Note to equity during the 30 day notice period.

As additional consideration, the Investor will be granted one
four-year warrant for every two converted Shares.  The exercise
price of the warrant will be $0.30 per share.

Under the provisions of the Term Sheet, the Investor also has the
right to assign all or any part of the Convertible Notes to
related entities controlled by the Investor or to Independent
Third Parties.  The Investor is strictly prohibited from selling
any Shares until all funding obligations due under the Term Sheet
are fulfilled.  The expiration date of 525,266 stock purchase
warrants issued to Investor from prior financings with the Company
shall be extended for a period of 12 months.

SEDONA(R) Corporation (OTCBB: SDNA) is the leading technology and
services provider that delivers verticalized Customer Relationship
Management solutions specifically tailored for the small to mid-
sized business market.  Utilizing SEDONA's CRM solutions,
community and regional banks, and insurance companies can
effectively identify, acquire, foster, and retain loyal,
profitable customers.

As of June 30, 2005, Sedona's equity deficit widened to $5,610,000
from a $4,258,000 deficit at December 31, 2004.


SOUPER SALAD: Plan Confirmation Hearing Set for Oct. 31
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing at 10:00 a.m., on Oct. 31, 2005, to consider
confirmation of the Plan of Reorganization filed by Souper Salad
Inc.

The Court approved the adequacy of the Debtor's First Amended
Disclosure Statement explaining the Plan on Sept. 21, 2005.

                  Summary of the Plan

Prior to the Effective Date, the Debtor will form Merger Sub as a
Delaware entity wholly owned by the Debtor.  On the Effective
Date, after the cancellation of the Equity Interests in the Debtor
and the Convertible Subordinated Notes and the issuance of the
Reorganized Debtor Common Stock to the holders of the Allowed
Senior Lender Claims, the Debtor will merge with Merger Sub
pursuant to the Plan of Merger for the purpose of changing its
domicile to Delaware.  

Merger Sub, the surviving entity, will change its name to Souper
Salad, Inc., pursuant to amendments to its certificate of
incorporation in the Plan of Merger, and will continue as the
Reorganized Debtor and be the successor to the Debtor.

Pursuant to the Merger, each share of the Reorganized Debtor
Common Stock will be converted into one fully paid and non-
assessable share of common stock of Merger Sub and all of the
common stock of Merger Sub owned by the Debtor at the Effective
Date of the Merger will be cancelled.  The former holders of the
Allowed Senior Lender Claims will own all of the issued and
outstanding common stock of Merger Sub, which common stock will
after the Merger constitute the Reorganized Debtor Common Stock.

All allowed Administrative Expense Claims, Priority Tax Claims,
Other Priority Claims, and Perishable Agricultural Commodities Act
Claims will be paid in full.

All Equity Interests in the Debtor will be cancelled on the
Effective Date and the Debtor's separate legal existence will
terminate upon the effectiveness of the merger of the Debtor into
the Reorganized Debtor.

Unsecured Claims, totaling approximately $6.3 million will receive
their Pro Rata Portion of the Unsecured Claims Cash in full
satisfaction, settlement, release, and discharge of those Claims.

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

  http://www.researcharchives.com/bin/download?id=051011030304

Objections to the Plan, if any, must be filed and served by
Oct. 26, 2005.

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.


SOUPER SALAD: Gets Court Order to Reject Sharpstown Lease
---------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Arizona gave Souper
Salad Inc., authority to reject its unexpired nonresidential lease
located in Sharpstown, 7469 Southwest Freeway, Houston, Texas
77074.  The Court approved the Debtor's request on Sept. 21, 2005.

The Debtor explained that prior to filing its motion to reject the
Sharpstown lease, it already closed the restaurant located on the
property and vacated the premises.  Prior to closing that
restaurant, it suffered from poor performance and the area around
the restaurant was plagued by vagrancy problems.

The Debtor determined in the reasonable exercise of its
business judgment that the Sharpstown lease should be rejected
because it will minimize rejection damage and other claims the
lessor may assert under the lease.

Additionally, rejection of the Sharpstown lease is in the best
interest of the Debtor's estate and its creditors.

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.


STRATUS SERVICES: Has Until Oct. 14 to Comply with Credit Pact
--------------------------------------------------------------
Stratus Services Group, Inc., Capital Temp Funds and ALS, LLC, all
agreed by letter agreement to extend an amended forbearance
agreement until Oct. 14, 2005.

The lenders will forbear from exercising their rights and remedies
under a loan and security agreement that expired on Aug. 12, 2005.

During the Forbearance Period, the maximum credit line will
continue at $10,500,000.

In consideration for the Lenders' extension of forbearance, the
Lenders will charge the Company a $300,000 forbearance fee.  

Failure of the Company to comply with the Forbearance Agreement
will constitute a forbearance default.

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

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


TECHNEST: Going Concern Outlook Improves After Markland Purchase
----------------------------------------------------------------
Wolf & Company, PC, issued a clean and unqualified opinion in
connection with its audit of Technest Holdings, Inc.'s financial
statements for the transition period from Jan. 1, 2005, to
June 30, 2005.  Markland Technologies, Inc., an integrated
homeland security and defense company, had acquired a controlling
interest in the Company on Feb. 14, 2005.

Technest's previous independent auditor, Sherb & Co., LLP, had
expressed substantial doubt about Technest's ability to continue
as a going concern after it audited the Company's financial
statements for the year ended Dec. 31, 2004.  The Auditing firm
pointed to the Company's:

     -- significant recurring operating losses;
     -- negative working capital of $309,177; and
     -- accumulated deficit of $15,531,599.

             Markland Technologies Acquisition

Prior to the Markland deal, Technest was a public "shell" company
with no operations, nominal assets, accrued liabilities totaling
$309,316 and 29,408,870 shares of common stock issued and
outstanding.

Following Markland's investment, Technest acquired all of the
capital stock of Genex Technologies, Inc., a private company with
expertise in imaging and surveillance.  The acquisition is in line
with the Company's ongoing business strategy of creating an
integrated portfolio of solutions for the Homeland Security, DOD
and INTEL marketplaces.

On Aug. 17, 2005, Technest purchased all of the outstanding stock
of E-OIR Technologies, Inc., one of Markland's wholly owned
subsidiaries.  EOIR offers remote sensor systems and platforms for
the U.S. Department of Defense, United States intelligence
agencies and U.S. Department of Homeland Security.

Technest issued 12 million shares of its common stock to Markland
in consideration for the EOIR stock.  Markland's ownership of
Technest increased from 85% prior to the transaction to
approximately 98%.

                Interim Financial Results

In its Form 10-KSB for the transition period from Jan. 1, 2005 to
June 30, 2005, submitted to the Securities and Exchange
Commission, Technest reports a $2,728,639 net loss compared to a
$112,508 net loss in the year ended Dec. 31, 2004.

Technest had $1,664,075 in revenue during the six months ended
June 30, 2005 compared with no revenue for the same period in
2004. Of the 2005 revenue, $504,196 was from sales to EOIR.

The Company's balance sheet showed $7,785,896 of assets at
June 30, 2005, and liabilities totaling 900,854.

This concludes the Troubled Company Reporter's coverage of
Technest until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.  


TERAFORCE TECHNOLOGY: Can Walk Away From Three Unexpired Contracts
------------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, authorized
Teraforce Technology Corporation and its debtor-affiliate, DNA
Computing Solutions, Inc., to reject three contracts with Vista
Controls, Inc.

The rejected contracts are:

   a) Technology License and Marketing Agreement, dated November
      2003;  

   b) Technology Transfer and Support Agreement, dated November
      2003; and

   c) Distribution Agreement, dated November 2003.

As reported in the Troubled Company Reporter on Sept. 21, 2005,
the Debtors believed that the contracts would expand market
exposure.  Contrary to the Debtors' expectations, the contracts
weren't as advantageous or profitable.

The Debtors suspected that Vista and Curtiss-Wright Corporation,
Vista's parent, failed to properly market its products.  The
Debtors also learned that Curtiss-Wright acquired two of
Teraforce's direct competitors, breaching their obligations under
the contracts.

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.


TIMCO AVIATION: 98% of Senior Noteholders Tender Outstanding Bonds
------------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS) disclosed
the expiration of the offer and consent solicitation to the
holders of its 8% senior subordinated convertible PIK notes due
2006 and to the holders of its 8% junior subordinated convertible
PIK notes due 2007 to receive a 15% premium for agreeing to an
early conversion of their Notes into shares of the Company's
authorized but unissued common stock.  

The offer and consent solicitation expired at 5:00 p.m., New York
City time, on Oct. 6, 2005.  As of 5:00 p.m., New York City time,
on Oct. 6, 2005, the Company received tenders and the related
consents from holders of 98% of its outstanding Senior Notes and
tenders from the holders of 30% of its outstanding Junior Notes.

In accordance with the terms of the offer, all Notes that were
properly tendered were accepted for early conversion.  The Company
received consents representing a majority in aggregate principal
amount of the outstanding Senior Notes in the consent
solicitation, and accordingly, the proposed amendments to the
indenture governing the Senior Notes will become effective upon
the closing of the offer and consent solicitation.  No such
consent was sought from the holders of the outstanding Junior
Notes, since the covenant protections contained in the indenture
relating to the Junior Notes were previously terminated in
connection with the closing of the Company's January 2005 tender
offer.

At the closing of the offer and consent solicitation, which is
expected to take place today, Oct. 12, 2005, the Company will
issue:

   -- 161.6 million shares of its authorized but unissued common
      stock to the holders of the Senior Notes who tendered in the
      offer (including 21.1 million premium shares);

   -- 0.9 million shares of its authorized but unissued common
      stock to the holders of the Junior Notes who tendered in the
      offer (including 0.1 million premium shares); and

   -- 60.6 million shares of its authorized but unissued common
      stock to LJH Ltd., an entity controlled by the Company's
      principal stockholder, in connection with its partial
      exercise of the LJH Warrant.

After the closing of the offer and consent solicitation, the
Company will have 479.5 million shares outstanding and the
Company's principal stockholder, Lacy Harber, will own
approximately 43% of the outstanding common stock.  After
completion of the offer and consent solicitation, an aggregate of
approximately $2 million of Senior Notes and Junior Notes will
remain outstanding.  All the remaining Senior Notes and Junior
Notes will convert into shares of common stock at their maturity.

TIMCO Aviation Services, Inc. -- http://www.timco.aero/-- is  
among the world's largest providers of aviation maintenance,
repair and overhaul (MRO) services for major commercial airlines,
regional air carriers, aircraft leasing companies, government and
military units and air cargo carriers.  The Company currently
operates four MRO businesses: Triad International Maintenance
Corporation (known as TIMCO), which, with its four active
locations (Greensboro, NC; Macon, GA; Lake City, FL and Goodyear,
AZ), is one of the largest independent providers of heavy aircraft
maintenance services in the world and also provides aircraft
storage and line maintenance services; Brice Manufacturing, which
specializes in the manufacture and sale of new aircraft seats and
aftermarket parts and in the refurbishment of aircraft interior
components; TIMCO Engineered Systems, which provides engineering
services both to our MRO operations and our customers; and TIMCO
Engine Center, which refurbishes JT8D engines and performs on-wing
repairs for both JT8D and CFM-56 series engines.

At June 30, 2005, TIMCO Aviation's balance sheet showed a
$35,372,000 stockholders' deficit, compared to a $94,852,000
deficit at Dec. 31, 2004.


TITAN CRUISE: Wants to Reject Patriot Charter Agreement
-------------------------------------------------------
Ocean Jewel Casino & Entertainment, Inc., a debtor-affiliate of
Titan Cruise Lines, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division:

   1) for authority to reject the Bareboat Charter Party with
      Circle Line Harbor Cruises, LLC, effective as of Sept. 30,
      2005; and

   2) to establish a deadline for Circle Line to file a proof of
      claim for rejection damages.

The Bareboat Charter Party was inked on April 22, pursuant to
which, Ocean Jewel leased the passenger vessel "Patriot" for ten
months from Circle Line.  The Patriot was used to shuttle
passengers between John's Pass and Titan's gaming vessel, the
Ocean Jewel of St. Petersburg.  Ocean Jewel pays Circle Line
$73,000 per month for the use of the vessel.

Ocean Jewel tells the Court that while in chapter 11, the
chartering of the Patriot is too costly for the Company.  The
rejection of the charter will save the estate some money, Ocean
Jewel says.

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.


TOMMY HILFIGER: Moody's Lowers Corporate Family Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service lowered the corporate family and senior
debt ratings of Tommy Hilfiger U.S.A. to Ba2/(P)Ba2 from
Ba1/(P)Ba1, and kept the ratings on review for possible further
downgrade.  The downgrades reflect the company's weakening
operating performance and debt metrics as derived from preliminary
reports issued during 2005, which indicate that revenues and
operating margin trends have been negative relative to prior
periods.

Moody's believes that only part of the decline can be attributed
to Tommy Hilfiger's deliberate shift in operating strategy, and
that it may prove challenging to regain the stronger metrics which
the company demonstrated in fiscal year 2004 and prior periods.
Furthermore, the company announced on September 30th that it again
delayed filing its statements for its last fiscal year ended
March 2005.  The lack of financial filings (the last quarterly
filing was for the quarter ended June 2004) creates uncertainty
over the core levels of operating metrics, and whether the company
can maintain this new rating level.

Debt ratings were originally placed on review in November 2004
because of concerns about the amount of potential tax liability
arising from a dispute with U.S. and Hong Kong tax authorities.
The corporate family rating was placed on review in August 2005
because of indications of weak performance that could affect long
term financial position

Tommy Hilfiger Corp., the parent of the debt issuer, released
information on September 30th which indicated that results for FYE
March 2005 could be slightly less than had been originally
estimated.  Subsequently, the company announced that it was laying
off about 135 employees to rationalize expenses in its shrinking
U.S. wholesale division but did not revise guidance, indicating
that one time costs are expected to be offset by savings during
the period.  Moody's estimates that next year's operating income
could be relatively flat with estimated 2005 results, after
adjusting for estimated one-time costs included in operating
income.

Flat operating income would suggest that the company's U.S. retail
strategy and European growth effort is not yet overcoming the loss
of U.S. wholesale volume.  Over the past three years, Tommy
Hilfiger had both planned and unplanned reductions of wholesale
revenues, and opened a larger number of retail stores which carry
higher ticket sales.  Estimates of 2005 performance and 2006
guidance suggest that revenues are not rising commensurate with
new store openings, and that profit margins are not returning to
prior levels of 10% considered appropriate for a specialty apparel
manufacturer and retailer at this ratings level.

Moody's believes that liquidity is satisfactory based on estimates
of unencumbered cash balances consistently above $300 million.
Together with the one-year $150 million cash-collateralized credit
facility negotiated in April 2005, these amounts should be
sufficient to finance working capital needs and amounts due under
recently announced settlements regarding various U.S. tax
liabilities.  TH is still in discussion with the Hong Kong
authorities.

The ratings remain on review pending release of financial
statements for FYE 2005 and subsequent periods.  The ratings could
be confirmed if Moody's determines that Tommy Hilfiger's growth in
Europe is sustainable, that profitability is likely to rise above
8% in the near future, and that the company renegotiates a longer
term credit facility.  The company has indicated that European
sales have risen as U.S. sales have fallen, however, the
sustainability of these sales or the success of its retail
strategy remains unclear.  Rationalization of its cost base,
bringing resources into line with segment needs, could also be a
long term positive.

Ratings could fall if Moody's believes that revenues could
decline, or that operating margins are likely to fall below 7%.
The company's revenue base, international presence, and cash
balances, combined with relatively low debt balances, suggest any
downward movement would be held to one notch, absent a change in
financial policy or significant revision in actual numbers
compared to preliminary reports.

Tommy Hilfiger U.S.A., Inc., headquartered in New York City,
designs, sources, and markets:

   * men's and women's sportswear,
   * jeanswear, and
   * childrenswear under Tommy Hilfiger trademarks.

Through a range of licensing agreements, the company also offers a
broader array of related:

   * apparel,
   * accessories,
   * footwear,
   * fragrance, and
   * home furnishings.

The company is a wholly-owned subsidiary of Tommy Hilfiger
Corporation, headquartered in Kowloon, Hong Kong.


TOWER AUTOMOTIVE: Wants to Disclose HIPAA-Protected Information
---------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates plan to commence
negotiations in the near future with the authorized
representatives of their various retiree constituencies pursuant
to Sections 1114(c) and (d) of the Bankruptcy Code.  As part of
this process, the Debtors are required to provide the Authorized
Retiree Representatives with relevant information that is
necessary to evaluate the Debtors' proposal to modify retiree
benefits.

However, some of the relevant information the Debtors may provide
to the Authorized Retiree Representatives may be private,
confidential, and protected from disclosure under the Health
Insurance Portability and Accountability Act of 1996, but which
may be relevant to the Authorized Retiree Representatives'
consideration of the Debtors' proposed changes to the retiree
health benefits.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, notes that the Debtors and third-party administrators of
the Debtors' benefit programs generally cannot disclose
"protected health information" without the individual
participants' authorization.  Nonetheless, HIPAA Privacy
Regulations permit discovery of PHI so long as the Court
prohibits disclosure of the Requested Information outside of the
litigation and requires its return once the judicial proceedings
are concluded.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's permission to disclose
the Requested Information to the Authorized Retiree
Representatives to the extent necessary to preserve the privacy
interests of the participants in the information, and without
unduly impairing the public's right to be informed of the
proceedings.

The Debtors assure the Court that they will take every action
possible to ensure that a minimum amount of PHI is disclosed as
necessary to complete the Section 1114 negotiations.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Official Retirees Committee Appointed
-------------------------------------------------------------
Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that Tower Automotive Inc. and its debtor-affiliates have
recently completed a long-term business plan that seeks to address
many of the issues that plague their ongoing operations.

However, to ensure that the business plan is successful, the
Debtors have determined that they must significantly reduce the
cost of medical benefits for their 2,180 retirees who are
receiving benefits under company-sponsored plans and collective
bargaining agreements.

The Debtors' retirees consist of:

   -- 1,960 union members who are receiving benefits under 11
      collective bargaining agreements; and

   -- 220 non-union members, which include the Debtors' salaried
      and management retired employees, who are receiving
      benefits under various plans.

The approximate cash costs to the Debtors for retiree benefits
for 2006 is expected to be approximately $20 million.

Mr. Sathy tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors are in the process of
writing to each of their affected unions, including three unions
who had represented employees at plants where the Debtors no
longer operate, with the hope of making a proposal regarding the
necessary modifications in the coming weeks.

The Debtors expect that all of the unions who represent their
employees will agree to serve as the authorized representatives
for their retiree group under Section 1114(c)(1) of the
Bankruptcy Code.

To the extent that the Debtors do not receive confirmation of
representation from any of their unions prior to October 7, 2005,
the relevant retiree groups would be included in a retiree
committee appointment process.

             Retiree Committee Appointment Procedures

The Debtors intend to work with the United States Trustee and the
Official Committee of Unsecured Creditors to develop an
appropriate, open, and fair procedure to solicit interested
retirees to serve on a committee that will serve as the
authorized representative of the Debtors' retirees who are not
represented by a labor organization or whose labor organization
has declined to serve as an authorized representative.

The Debtors ask the Court to approve these procedures for the
appointment of the Retiree Committee:

   (1) Within three days of the entry of a Court order approving
       the proposed procedures for the establishment of the
       Retiree Committee, the Debtors will contact retired
       employees to solicit those who would be interested in
       serving on the Retiree Committee through any means
       necessary.  Those who are interested in serving on the
       Retiree Committee should complete a questionnaire and
       submit it no later than October 26, 2005;

   (2) No later than October 31, 2005, the Debtors, in
       consultation with the U.S. Trustee, will file a report
       listing all those retired individuals who have volunteered
       to serve on the Retiree Committee, together with the
       questionnaires completed by those individuals.  The Report
       will be served on the Creditors' Committee, the Debtors'
       unions, and all individuals who have volunteered to serve
       on the Retiree Committee;

   (3) No later than November 4, 2005, the parties may file a
       response to the Report and take any position that they
       deem appropriate, including their views on the propriety
       of the size, composition, and membership of the Retiree
       Committee, or the individuals who are more or less
       appropriate to serve on it; and

   (4) On November 8, 2005, or at the Court's earliest
       convenience, the Court will conduct a follow-up hearing on
       the Debtors' request and appoint the members of the
       Retiree Committee, after which the Debtors will
       immediately begin the negotiation process under Section
       1114 by distributing their proposed modifications as well
       as the information relevant to evaluate its proposals to
       the Retiree Committee.

Mr. Sathy contends that the proposed procedures "strike a balance
among resolving the retiree benefit modifications before the
Debtors' desired exit from bankruptcy as early as possible in
2006, the time necessary to negotiate fully in an effort to reach
consensual agreement, and the statutorily-prescribed time periods
under [S]ection 1114(k) for the Court, if the negotiations prove
unsuccessful, to schedule a hearing and rule on the Debtors'
[request]."


TOWER AUTOMOTIVE: Taps Foley & Lardner as Labor Counsel
-------------------------------------------------------
As previously reported, Tower Automotive Inc. and its debtor-
affiliates intend to engage in negotiations with various
constituents regarding labor-related concessions that they believe
are necessary to increase the probability of a successful
reorganization of their businesses.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Foley &
Lardner LLP as special labor negotiation counsel, effective as of
September 9, 2005.

Foley & Lardner will perform certain targeted and limited legal
services in the form of direct support to the Debtors' ongoing
labor negotiations during their Chapter 11 cases.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, informs the Court that Foley & Lardner has significant
experience in all aspects of labor and employment law and related
labor negotiations, and has been engaged to provide similar
advice to that requested by the Debtors in other large and
complex matters.  Thus, the Debtors believe that the firm is well
qualified to act on their behalf given its extensive knowledge
and expertise in the specific field in which it is to be
employed.

In exchange for its services, the Debtors will pay Foley &
Lardner in accordance with its customary hourly rates:

      Partners                              $760
      Junior Associates                     $215
      Paraprofessionals               $65 - $250

The Debtors will also reimburse Foley & Lardner for necessary
costs and expenses incurred in connection with its services.

The Debtors believe that Foley & Lardner may constitute an
ordinary course professional.  However, the Debtors have decided
to employ the firm under Section 327(e) of the Bankruptcy Code
due, in part, to the expected concentration of the firm's
services over a short period of time, which may result in monthly
fees that exceed the monthly fee cap prescribed by the Court's
March 16, 2005, order authorizing the Debtors to employ and
compensate professionals utilized in the ordinary course of
businesses.

Nevertheless, the Debtors expect that, despite the expected
short-term concentration of Foley & Lardner's services, the
firm's aggregate fees will not exceed the overall case cap under
the OCP Order.

Steven H. Hilfinger, Esq., a partner at Foley & Lardner, assures
Judge Gropper that the firm does not:

   -- hold or represent any interest adverse to the Debtors or
      their Chapter 11 estates with respect to labor negotiation
      matters for which the firm is to be employed; and

   -- have any connection with the United States Trustee, or any
      of its employees.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Court Rules Federal Must Pay Defense Costs
------------------------------------------------------------
As previously reported, 11 purported class action lawsuits have
been filed against Tower Automotive Inc. and its debtor-
affiliates' current and former officers, directors and employees
since the Debtors' bankruptcy filing.  The Class Action Lawsuits
sought hundreds of millions of dollars in potential damages for a
variety of alleged violations of the Securities and Exchange Act
of 1934 and the Employee Retirement Income Security Act.

Federal Insurance Company, the Debtors' insurance carrier, has
acknowledged coverage of the Securities Class Actions.  Because
the ERISA Class Actions allege ERISA violations, the Debtors
promptly notified Federal and sought access to the insurance
policy to cover defense costs related to the Class Action
Lawsuits.

Federal, however, denied coverage for the ERISA Class Actions.
Subsequently, the Debtors filed a complaint against Federal
seeking, among other things, declaratory relief to establish
Federal's obligations to advance defense costs under Federal
Policy No. 8151-5430.  Federal has sought dismissal of the ERISA
Coverage Litigation.

Judge Gropper finds that Tower Automotive, Inc., is entitled
to summary judgment requiring Federal Insurance Company to
provide a defense to the ERISA Actions at least to the date
of a determination as to whether the exclusion applies.

The Court denies Federal's request to dismiss the complaint.

Judge Gropper holds that, under Michigan law, Federal's duty to
defend is broader than its duty to indemnify.  "Where coverage is
'possible,' the insurer 'is obliged to defend until the claims
against the policyholder are confined to those theories outside
the scope of coverage under the policy," Judge Gropper says.

In Polkow v. Citizens Insurance Co. of America, 476 N.W.2d 382
(Mich. 1991), Judge Gropper notes that the Michigan Supreme Court
held that the insurer's duty to provide a defense extends to
allegations which even arguably come within the policy coverage.  
The Supreme Court held that "[f]airness requires that there be a
duty to defend at least until there is sufficient factual
development to determine what caused the pollution so that a
determination can be made regarding whether the discharge was
sudden and accidental [and therefore excluded].  Until that time,
the allegations must be seen as "arguably" within the
comprehensive liability policy, resulting in a duty to defend."

The principle in Polkow was followed in American Bumper &
Manufacturing Co. v. Hartford Fire Insurance Co., 550 N.W.2d 475,
483 (Mich. 1996) and Aero-Motive Co. v. Great American Insurance,
2004 U.S. Dist. LEXIS 28327, at *10 (E.D. Mich. Nov. 23, 2004).

According to Judge Gropper, those cases are precisely on point
and impose on the insurer an obligation to defend during the
period of a factual inquiry as to the applicability of an
exclusion in an insurance policy.

In denying Federal's request to dismiss the complaint, Judge
Gropper explains that the ultimate issue on a motion to dismiss
is "not whether a plaintiff will ultimately prevail but whether
the claimant is entitled to offer evidence to support the
claims."

Judge Gropper notes that Tower's assertion that the Securities-
Based Claims Exclusion in the ERISA policy bars coverage "only if
the Securities-Based Claim 'or any other written demand or civil
or administrative proceeding against an Insured' for which the
Insured is seeking coverage under the Policy is brought by a non-
Plan participant," makes more sense of the contract as a whole.

Federal, Judge Gropper says, would exclude coverage as a
consequence of an entirely unpredictable development, the
existence, somewhere, of a Securities-Based Claim against just
one of the ERISA defendants.  Tower would exclude coverage only
where the Securities-Based Claim seeks recovery on behalf of a
non-Plan participant.

"Because both parties have set forth possible constructions of
the [Securities-Based Claims Exclusion], on the record before the
Court, Federal's motion to dismiss, which is based on the premise
that the contract is clear as a matter of law and can only be
read in its favor, must be denied," according to Judge Gropper.

Under applicable Michigan law, the construction of an insurance
contract, like any contract, is based on a determination of the
intention of the parties, Judge Gropper further points out,
citing Auto-Owners v. Churchman, 489 N.W.2d 431, 435 (Mich.
1992); Fireman's Fund Ins. Co. v. Ex-Cell-O Corp., 702 F. Supp.
1317, 1323 (E.D. Mich. 1988); and Royal Ins. Co. of Am. v. Med.
Evaluation Specialists, 1996 U.S. Dist. LEXIS 17741, at *8 (E.D.
Mich. Oct. 10, 1996).

According to Judge Gropper, the record and the words of the
contract alone are not adequate to determine the intention of the
parties or even if an ambiguity exists that must be construed
against Federal.  A full record as to the parties' intentions,
including the relationship, if any, of coverage for the ERISA
Actions and coverage for the Securities Actions, is necessary.  
The evidence would be particularly useful because Michigan
recognizes the doctrine of reasonable expectations, pursuant to
which a court will find coverage under an insurance policy if
"the policyholder, upon reading the contract language is led to a
reasonable expectation of coverage."

                 Federal Asks Court to Reconsider

Ira S. Greene, Esq., at Hogan & Hartson L.L.P., asserts that the
Court's reasoning is directly at odds with the recent decision of
the Michigan Supreme Court in "Rory v. Continental Insurance
Co.", 703 N.W.2d 23 (Mich. 2005), a case decided after Federal's
request to dismiss and the Debtors' request for summary judgment
were argued and submitted.

Mr. Green notes that the Court's reliance on the "reasonable
expectations" doctrine and its holding that the "intent" of the
parties was necessary to determine the language's meaning is
clearly wrong.  "[T]here is no 'reasonable expectations' doctrine
in Michigan.  The language is either clear, in which case it is
enforced as written, or ambiguous, in which case the doctrine of
contra proferentem requires that it be construed in favor of the
insured."

Mr. Greene also asserts that the exclusion's language is plain
and susceptible to only one meaning -- there will be no coverage
for any Securities-Based Claim if it or any other civil or
administrative proceeding against an Insured seeks relief for any
purchaser or holder of the Debtors' securities, who is not a Plan
participant or beneficiary.

Accordingly, Federal asks the Court to reconsider its Opinion and
deny the Debtors' request for summary judgment.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TUBE CITY: Moody's Revises Corporate Family Rating to B1
--------------------------------------------------------
Moody's Investors Service revised its corporate family rating for
Tube City IMS Corporation, the successor company to Mill Services
Corporation, to B1.  The rating revision follows the cancellation
of TCIMS's proposed offering of Income Participating Securities.
The prospective ratings that Moody's assigned on Sept. 12, 2005,
related to the IPS offering, were withdrawn.

In addition, Moody's affirmed the B1 ratings for the company's
secured credit facilities.  In connection with a shareholder
distribution, the company's first lien term loan is being
increased by $65 million, to $328 million from $263 million.
Moody's believes that the increased debt is manageable within the
B1 rating given TCIMS's fairly stable business model, the broad
range of steel mill services it provides to a diverse customer
base, and a favorable outlook for these customers.  The rating
outlook is stable.  These ratings were affirmed:

For Tube City, LLC and International Mill Service, Inc., co-
borrowers under the following credit facilities:

   * B1 for the $328 million (being increased from $263 million)
     6-year term loan secured by a first priority lien on all the
     assets of the company;

   * B1 for the $55 million 5-year revolving credit facility,
     which is also secured by a first lien on all assets; and

   * B3 for the $50 million 7-year term loan secured by a second
     priority lien on the collateral securing the first lien
     facilities.

TCIMS's ratings are constrained by its dependence on sales to
customers in the highly cyclical steel industry, predominantly in
the US.  This makes the company vulnerable to the loss or
bankruptcy of a large customer, shifts in outsourcing trends, or a
general downturn in the steel industry (its revenues are generally
not tied to steel prices, however).  TCIMS's customer
concentration is high, which is not surprising given increased
concentration in the US steel industry.  One steel company
accounts for approximately 30% of pro forma net sales and the top
five account for roughly 62% of sales.  While appreciative of Mill
Services' market position, Moody's believes that material organic
growth may be difficult to achieve.

Furthermore, since the winning of new business may require upfront
capital investment and locks the company into multi-year
contracts, management must exercise great care when bidding on new
business in order to ensure that long-term value is created.  
TCIMS is highly leveraged; pro forma for the add-on to the term
loan, total debt will increase to about $389 million, making pro
forma debt to LTM EBITDA about 4.2x.  At this level of debt,
TCIMS's few tangible assets ($315 million as of June 30, 2005) and
the specialized nature of its fixed assets lessens the likelihood
of full creditor recovery should cash flow significantly diminish
and the company experience a payment default.

TCIMS's ratings are supported by the company's role as an
entrenched provider of mill services at over 60 North American and
Eastern European steel plants and its favorable track record of
retaining customers and expanding services and revenues at a broad
cross section of mills.  The company often provides different
services at the same mills, which represent a balanced mix of
integrated and minimill steel plants.  The company's business has
been quite stable, albeit at lower levels prior to 2004.  
Stability has been enhanced by TCIMS's long-standing customer
relationships, good reputation, and long-term contracts.  Moody's
believes that steel mills will continue to outsource non-core
services such as material handling, scrap management, metal
recovery and slag processing.  While the majority of TCIMS's sales
are linked to its customers' production levels and are, therefore,
cyclical, IMS has introduced fee structures that are independent
of production levels.

TCIMS's stable outlook is supported by:

   * its diverse customer base,

   * long-term contracts with a current duration of around seven
     years, and

   * Moody's stable outlook for the steel industry.  

To the extent that these factors deliver on their potential to
materially reduce debt or improve debt protection measurements
over the next 18-24 months, as evidenced by debt to EBITDA of
around 3x or free cash flow to debt of 7-10%, Moody's will raise
its ratings.  

Conversely, its ratings could be pressured by:

   * erosion of credit metrics,

   * the loss or bankruptcy of any large customers,

   * the loss of key members of management, and

   * acquisitions or new service contracts that are not
     accompanied by free cash flow.

Tube City IMS Corporation, headquartered in Glassport,
Pennsylvania, is a leading North American provider of on-site
steel mill services such as:

   * material handling,
   * scrap management,
   * metal recovery, and
   * slag processing.


UAL CORP: Details $3 Billion All-Debt Exit Financing Package
------------------------------------------------------------
"In a powerful endorsement of the substantial progress achieved,"  
JPMorgan Chase Bank, N.A. and Citicorp USA, Inc., have committed  
to provide UAL Corporation and its debtor-affiliates with an exit
facility of up to $3,000,000,000, James H.M. Sprayregen, Esq., at
Kirkland & Ellis, in Chicago, Illinois, tells the Bankruptcy
Court.

Mr. Sprayregen recounts that in January 2005, the Debtors  
received proposals for potential exit financing from JPMorgan  
Chase, Citicorp, General Electric Capital Corporation and  
Deutsche Bank.  In July, the Debtors and their advisors sought  
$2,500,000,000 in secured exit financing from these Financial  
Institutions.  The Debtors received proposals from all four  
Institutions ranging from $2,500,000,000 to $3,0000,000,000, in  
commitments.

On August 24, 2005, each Financial Institution met with the Exit  
Financing Subcommittee of the Official Committee of Unsecured  
Creditors to present their proposals and answer questions.  The  
Financial Institutions were asked to submit their best and final  
offers by September 21, which included detailed terms and  
conditions of their proposals.  The banks were also told that two  
parties would be selected to negotiate a documentation package  
consisting of a commitment letter, detailed term sheet, and a fee  
letter.

Following receipt of the best and final offers, the Debtors  
reviewed and discussed the proposals with the Exit Financing  
Subcommittee.  The Debtors and their advisors eventually selected  
JPMorgan Chase and Citicorp to negotiate financing documentation.  
The parties began negotiations on the terms of an exit-financing  
package.  The Debtors sought to improve the proposals, in part by  
selecting the best terms from each.  JPMorgan Chase and Citicorp  
incrementally improved their proposals during negotiations.  By  
combining favorable elements of both proposals, the Debtors  
arrived at the best proposal, which is presented to the Court.

Mr. Sprayregen explains that the Exit Facility will be  
underwritten jointly by JPMorgan Chase and Citicorp, and  
structured, arranged and syndicated by J.P. Morgan Securities and  
Citigroup.

Each Exit Lender will provide an equal share of the Exit  
Facility, up to $1,500,000,000 each.  The Debtors must deliver  
definitive documentation of approval by March 31, 2006, for the  
commitments to become effective.

The Exit Lenders are leading international financial institutions  
with vast experience financing companies emerging from  
bankruptcy, Mr. Sprayregen says.  The Exit Lenders have extensive  
knowledge of the Debtors' business, gleaned from their position  
as lead DIP Lenders.   

By this motion, the Debtors seek the Court's authority to:

    (a) enter into, and perform under the Commitment Letter;

    (b) use estate funds to pay out-of-pocket costs and expenses
        to the Exit Lenders;

    (c) indemnify JPMorgan Chase, J.P. Morgan Securities,
        Citicorp, and Citigroup, and any affiliated entities; and

    (d) effectuate and close the Exit Facility upon confirmation
        and emergence from Chapter 11.

Mr. Sprayregen clarifies that the Debtors are not seeking  
approval of the fees that will be payable upon closing of the  
Exit Facility.  Rather, the Debtors are seeking approval of the  
Commitment Letter, with the accompanying provisions relating to  
the Expenses and indemnification, to facilitate the documentation  
and other actions necessary to allow for closing of the Exit  
Facility upon confirmation of their Joint Plan of Reorganization.

                        Commitment Letter

The material terms of the Exit Financing contemplated by the  
Commitment Letter are:

Type &  
Amount of Loan:        Credit Facility consisting of a Tranche A
                       revolving commitment of up to
                       $300,000,000, with a sub-limit of up to
                       $150,000,000 in standby letters of credit,
                       and a Tranche B term loan of up to
                       $2,700,000,000.

Borrower:              United Air Lines, Inc.

Guarantors:            UAL Corporation and its domestic
                       subsidiaries.

Maturity Date:         Six years after Closing.

Use of Proceeds:       To finance working capital needs and
                       general corporate purposes of United Air
                       Lines, Inc., UAL, and subsidiaries, but
                       not for prepayment or refinancing of
                       existing funded indebtedness other than
                       repayment of the DIP Financing and
                       payments on certain aircraft financings.

Interest Rate:         JPMorgan Chase's Alternative Base Rate
                       plus 3.50% for the Tranche A Loans and
                       Tranche B Loans or, at the Debtors'
                       option, LIBOR plus 4.50% for the Tranche
                       A Loan and Tranche B Loan for interests
                       periods of 2 weeks, 1, 3, 6, 9, or 12
                       months.

Default Rate:          Upon any default, interest will be payable
                       on written demand at 2% above the existing
                       applicable rate.

Commitment Fee:        1/2 of 1% per annum on the average unused
                       amount of the revolving facility, payable
                       quarterly in arrears.

Minimum Revolver
Borrowings:            $1,000,000 for direct borrowing of
                       Alternate Base Rate Loans and $5,000,000
                       for direct borrowing of LIBOR Loans.

Amortization:          The Tranche B Term Loan will be repaid at
                       1% of the original principal annually, in
                       semi-annual installments, with the balance
                       due on the Termination Date.

Prepayment:            Not less than $5,000,000 in integral
                       multiples of $1,000,000.

Financial Covenants:   Fixed charge coverage ratio (EBITDAR) for
                       the 12-months ending:

                            December 2006        0.90:1.00
                            March 2007           0.95:1.00
                            June 2007            0.95:1.00
                            September 2007       1.00:1.00
                            December 2007        1.10:1.00
                            March 2008           1.10:1.00
                            June 2008            1.10:1.00
                            September 2008       1.10:1.00
                            December 2008        1.15:1.00
                            March 2009           1.15:1.00
                            June 2009            1.15:1.00
                            September 2009       1.15:1.00
                            December 2009        1.20:1.00

                            and thereafter for each fiscal
                            quarter through the Maturity Date.

Collateral:            All unencumbered real and personal
                       property, including all unencumbered
                       aircraft, spare engines, spare parts
                       inventory, accounts receivable, Pacific
                       and Atlantic routes, domestic and
                       international slots, quick engine change
                       kits, certain flight simulators, domestic
                       and international gate leaseholds,
                       trademarks, tradenames, inventory, the
                       the Debtors' frequent flyer program, UAL's
                       world headquarters in Elk Grove Village,
                       Illinois, the Denver training facility,
                       the Debtors' plant and equipment and debt
                       and equity investments -- including stock
                       and other subsidiaries of UAL, provided
                       that a pledge of any first tier foreign
                       subsidiary will be limited to 65% of its
                       stock and the first tier foreign
                       subsidiary will not be required to pledge
                       the stock of their subsidiaries -- the
                       cash in the Letter of Credit Account, all
                       other deposit accounts and all cash
                       equivalents.

Permitted Aircraft
Disposition:           -- N193UA
                       -- N194UA
                       -- N202UA
                       -- N203UA
                       -- N206UA
                       -- N215UA
                       -- N398UA
                       -- N399UA
                       -- N433UA
                       -- N434UA
                       -- N435UA
                       -- N436UA
                       -- N479UA
                       -- N480UA
                       -- N776UA
                       -- N778UA
                       -- N780UA
                       -- N786UA
                       -- N843UA

Expenses:              The Debtors will pay all reasonable out-
                       of-pocket costs and expenses of the Exit
                       Lenders related to the Commitment Letter,
                       Fee Letter, the contemplated transactions
                       and the Exit Lenders' continuing due
                       diligence.

The Commitment Letter contains sensitive, proprietary information  
and has been filed under seal.

The Debtors need sufficient exit financing to emerge from  
bankruptcy, Mr. Sprayregen emphasizes.  The Exit Facility will:

   * retire the Debtors' existing DIP financing facility;

   * allow the Debtors to fund their Plan; and

   * provide Reorganized United with enough liquidity to
     seamlessly operate its daily business following emergence
     from Chapter 11.

The Court will convene a hearing on Oct. 21, 2005, at 9:30  
a.m., to consider the Debtors' request.

The Debtors anticipate filing an amended plan of reorganization  
and disclosure statement to include the Exit Financing terms.

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. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Court to Bless Credit Card Processing Pact
----------------------------------------------------------
On April 22, 2005, the U.S. Bankruptcy Court for the Northern
District of Illinois approved a stipulation among the UAL
Corporation and its debtor-affiliates, National Processing
Company, LLC, and National City Bank of Kentucky, which modified
the automatic stay to allow NPC to terminate the Debtors' existing
credit card processing agreement, in exchange for a 61-day
extension of the agreement at no cost.  The NPC credit card
processing agreement will terminate on Jan. 16, 2006.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, in
Chicago, Illinois, a credit card processor acts to facilitate
credit card transactions between businesses and their customers.
The processor provides the business cash in exchange for credit
card purchase transactions.  The processor, through the relevant
interchange system and ultimately the bank issuing the credit
card upon which the transaction was made, then seeks payment on
the transaction from the customer.  This process allows the
business to immediately collect on its credit card purchases
rather than having to wait on collections from the individual
customers.  Without a credit card processor, a business cannot
accept payment for its services by credit cards.

To procure a replacement processor on a timely and competitive
basis, the Debtors undertook a comprehensive "request for
proposal" process.  The Debtors solicited offers from all known
credit card service processors to the airline industry,
particularly from First National Bank of Omaha, Fifth Third Bank,
Citibank, Bank of America, J.P. Morgan Chase Bank, First Data,
Inc., Global Payments, Inc., and US Bancorp.

At the conclusion of the RFP process, the Debtors identified
Paymentech, L.P., as offering the best terms for credit card
processing services.  Paymentech is a subsidiary of Chase
Paymentech Solutions, L.L.C. -- a joint venture that includes an
affiliate of JPMorgan.

The Debtors entered into a Merchant Services Bankcard Processing
Agreement with Paymentech.  The salient terms of the Processing
Agreement are:

     (a) Paymentech will provide the Debtors with the ability to
         accept credit card payments from customers;

     (b) The Debtors will pay Paymentech a fee based on the
         number of credit card transactions processed, estimated
         at $4,000,000 annually;

     (c) Paymentech will maintain a reserve account securing the
         Debtors' performance; and

     (d) The Debtors will initially fund the Reserve Account in
         cash through an advance.  The amount of cash required in
         the Reserve Account will depend on the Debtors' economic
         performance relative to a minimum cash covenant and an
         EBITDAR covenant.

The Advance will constitute an advance purchase of miles by Chase
Bank USA N.A. to help fund the Reserve Account.

Mr. Sprayregen notes that the initial cash balance required under
the Reserve Account is the most favorable term offered under the
Processing Agreement.  Other proposals received by the Debtors
under the RFP required initial reserve accounts far in excess of
the initial Reserve Account required under the Processing
Agreement.

By entering into the Processing Agreement in conjunction with an
amendment of a Co-Branded Marketing Services Agreement between
UAL Corporation, UAL Loyalty Services, LLC, and Chase Bank,
Paymentech can ask for a minimum reserve under the Processing
Agreement at lower than market rates.

          The Co-Branded Marketing Services Agreement

The Co-Branded Marketing Services Agreement governs Chase Bank's
exclusive rights in the United States to issue credit cards that
accumulate frequent flyer miles under the loyalty program Mileage
Plus.  Chase Bank, an affiliate of JPMorgan, buys Mileage Plus
miles from the Debtors.  The miles are transferred to
cardholders' Mileage Plus accounts when purchases are made using
the cardholders' Chase Bank/United credit cards.  The Co-Branded
Marketing Services Agreement will expire in 2007.

The Debtors have been negotiating with Chase Bank to amend the
existing Co-Branded Marketing Services Agreement.

The amendments sought under the Co-Branded Agreement will provide
the Debtors with these material benefits:

   (a) Chase Bank will make a substantial advance purchase of
       miles immediately following Court approval and the
       execution and delivery of the amendment, which will allow
       the Debtors to fund the Reserve Account under the
       Processing Agreement without any reduction of its existing
       cash base;

   (b) The Debtors' relationship with Chase Bank is extended
       through 2012 and is projected to generate several billion
       dollars in additional cash payments to the Debtors over
       the extended term of the agreement;

   (c) Creation of cross-selling opportunities to and beyond the
       Mileage Plus Visa base;

   (d) Reimbursement to the Debtors for various other charges and
       expenses, improving the Debtors' bottom line by millions
       of dollars per year; and

   (e) Increased rewards to the Debtors for new cardholder
       acquisitions.

Upon closing of the Exit Facility and emergence under a Plan of
Reorganization, the Debtors will grant Chase Bank a lien upon,
and security interest in, their assets.  The Security Interest
will:

   -- secure the Debtors' payment obligation to Chase Bank to
      repurchase the pre-purchased miles;

   -- be junior to any security interest provided under the
      Debtors' Exit Facility or any security interest senior to
      those granted under the Exit Facility; and

   -- constitute a "silent lien."

The Co-Branded Marketing Services Agreement Amendment will be
effective immediately upon execution and Court approval.

             Credit Card Agreements Must Be Approved

The Debtors seek the Court's authority to enter into the Merchant
Services Bankcard Processing Agreement with Paymentech.  They
also seek permission to further amend the Co-Branded Marketing
Services Agreement.

Mr. Sprayregen tells the Court that the Processing Agreement will
allow the Debtors to accept credit card payments from its
customers.  The Debtors cannot continue in business without this
service.  If a replacement processor for credit card services is
not procured, the Debtors cannot emerge.

The Co-Branded Marketing Services Agreement Amendment, on the
other hand, will provide the Debtors with additional payments of
several billion dollars through its extended term, plus millions
of dollars in economic benefits under the new payment structure
and incentive programs.  The Co-Branded Marketing Services
Agreement Amendment will instantly supply the Debtors with a
substantial cash payment, which will assist in funding the
Reserve Account under the Processing Agreement.  The billions of
dollars provided to the Debtors pursuant to the Co-Branded
Marketing Services Agreement Amendment will also provide
liquidity to continue business post-emergence.

                     Terms Are Confidential

The terms of both the Credit Processing Agreement and the Co-
Branded Marketing Services Agreement Amendment are highly
confidential and sensitive to the Debtors, Paymentech and Chase
Bank.  The Debtors cannot publicly describe the terms of either
Agreement in detail.  The Debtors will disclose the proprietary
information to professionals for the Official Committee of
Unsecured Creditors and the DIP Lenders' counsel, Morgan, Lewis &
Bockius.

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. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Court Directs October Pension Payment to Pilots
---------------------------------------------------------
The Air Line Pilots Association, International, and the United
Retired Pilots Benefit Protection Association ask the U.S.
Bankruptcy Court for the Northern District of Illinois to compel
UAL Corporation and its debtor-affiliates to:

   * continue to process pilot retirement applications that seek
     partial lump-sum benefits; and

   * pay the non-qualified pension benefits that were due on
     October 1, 2005.

According to Babette A. Ceccotti, Esq., at Cohen, Weiss and
Simon, in New York City, 25 active pilots have recently applied
for partial lump-sum distributions in the Debtors' cases.
However, the Debtors did not process the benefit applications.

Ms. Ceccotti also notes that the Debtors have made Non-Qualified
Benefit Payments on the first day of every month through
September 2005.  However, the Debtors did not make the October 1,
2005 scheduled Non-Qualified Benefit Payment to the retired
pilots.

"This is a violation of the Letter Agreement reached between the
Debtors and the ALPA," Ms. Ceccotti tells the Court.

The retired pilots rely on their Non-Qualified Benefit Payments
for financial support, including their first of the month
financial obligations.  Pilots who have applied for pension
benefits are also entitled to timely processing of their
retirement applications and payment of benefits.

Ms. Ceccotti argues that the Debtors must be compelled to
maintain the Pilot Plan obligations until the Court authorizes
their cessation.  Besides, Ms. Ceccotti says, the Court denied
the Debtors' request to forego the October Non-Qualified Benefit
Payment.

                        *     *     *

Until the Court formally terminates the Debtors' Pilots Defined
Benefit Pension Plan, all pension payments must continue to be
made in full, Judge Wedoff rules.

Judge Wedoff, therefore, directs the Debtors to pay ALPA and
URPBPA the October 2005 non-qualified pension payment to retired
pilots, and to process retirement requests from active pilots.

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. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNISYS CORP: Low Earnings Forecast Cues Fitch to Downgrade Ratings
------------------------------------------------------------------
Fitch Ratings has downgraded Unisys Corporation's issuer default
rating, senior bank credit facility, and senior unsecured debt
ratings to 'BB' from 'BB+' and placed all ratings on Rating Watch
Negative.  The action affects approximately $1.4 billion of debt.

Resolution of Fitch's Rating Watch Negative will be determined by
further clarity to the earnings shortfall, earnings expectations
for the remainder of 2005, and the company's liquidity profile.

The downgrade is a result of Unisys's announcement that earnings
and revenue for the third-quarter ending Sept. 30, 2005, will be
lower than expected, coupled with the continued decline in credit
protection measures and financial performance, and an inability to
meet financial guidance.

Unisys' deteriorating financial performance is the result of
protracted difficulties with several large transformational
business process-outsourcing contracts along with continued
weakness in the technology segment.  For the third time in 2005,
Unisys has reduced its 2005 revenue growth forecast and materially
lowered its earnings forecast.

Fitch expects services margins to remain weak as it takes Unisys
longer than expected to resolve problem contracts.  Services
operating margins continue to be negatively affected by challenges
associated with improving certain problem contracts, and Fitch
believes Unisys's technology segment continues to suffer from
persistent weakness in higher margin ClearPath system sales
relative to ES7000 servers.

For the latest 12 months ending June 30, 2005, Unisys's pro forma
leverage (measured by total adjusted debt [including A/R
securitizations]-to-prepension EBITDAR) increased to 3.8 times (x)
from 2.9x one year ago.  Interest coverage (EBITDA/interest
incurred) declined to 6.2x on a prepension expense basis from 8.5x
for the same time period one year ago.  Fitch believes these
metrics will deteriorate further in the intermediate term.

Free cash flow (cash flow from operations minus capital
expenditures) has been negative in three of the past four quarters
ended June 2005, with total free cash flow of negative $92.6
million over this period.  Free cash flow has remained minimal in
the past few years due to profitability pressures, increased
capital expenditures for revenue-generating IT services contracts,
and significant cash restructuring charges.  Fitch believes the
aforementioned cash flow issues will continue for the intermediate
term due to ongoing cost restructuring initiatives and the
negative financial impact from two large transformational
outsourcing contracts.


US AIRWAYS: To Repurchase 7.7 Million Government Warrants
---------------------------------------------------------
US Airways Group, Inc., (NYSE: LCC) agreed to repurchase all of
the replacement warrants recently issued to the Air Transportation
Stabilization Board in connection with the recently completed
merger with America West Holdings Corporation.  US Airways Group
will repurchase approximately 7.7 million warrants to purchase
shares of common stock that have an exercise price of $7.27 per
share.  The total purchase price for the warrants will be
approximately $115.8 million.

"The merger between America West and US Airways has been supported
by more than $800 million in new equity investments and we expect
to have approximately $2.5 billion in total cash when certain
transactions close this week," US Airways Group Chairman,
President, and CEO Doug Parker said.  "We have elected to use a
portion of these cash balances to purchase the outstanding
warrants held by the ATSB, which we believe is in the best
interests of the shareholders of the new US Airways.

"We are particularly pleased to meet our commitment to the ATSB.  
These warrants were created in conjunction with America West's
$439 million ATSB loan in 2002, which continues to be repaid on
schedule, with interest.  In addition, the ATSB is now receiving
an additional $116 million for the warrants.

"When America West received its ATSB loan, we believed taxpayers
would be well compensated on that loan.  We are pleased to be a
part of making that happen.  Our thanks to the ATSB and their
staff for their continued hard work on behalf of the United
States' taxpayers."

US Airways began operations in 1939 as All American Aviation,
bringing the first airmail service to many small communities in
Western Pennsylvania and the Ohio Valley.  Its history includes
mergers with North Carolina's Piedmont Airlines, California's PSA
Airlines, and recently, Arizona's America West Airlines.

US Airways and America West have joined together to create the
fifth largest domestic airline employing nearly 38,000 aviation
professionals.  US Airways, US Airways Shuttle and the
US Airways Express operate approximately 4,000 flights per day and
serve more than 225 communities in the U.S., Canada, Europe, the
Caribbean and Latin America.  

US Airways is a member of the Star Alliance, which was established
in 1997 as the first truly global airline alliance to offer
customers global reach and a seamless travel experience.  Other
members include Air Canada, Air New Zealand, ANA, Asiana Airlines,
Austrian, bmi, LOT Polish Airlines, Lufthansa, Scandinavian
Airlines, Singapore Airlines, Spanair, TAP Portugal, Thai Airways
International, United and VARIG Brazilian Airlines.  South African
Airways and SWISS will be integrated during the next 12 months.  
Overall, member carriers of the Star Alliance offer more than
15,000 daily flights to 795 destinations in 139 countries.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.


USG CORP: Gets Court OK to Challenge & Pay Off Taxes in Ill. Court
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave USG
Corporation and its debtor-affiliates permission to challenge the
State of Illinois' tax deficiency notices in the Illinois state
courts and to liquidate their tax liability in that forum.

The State of Illinois recently completed an audit of USG and its
debtor and non-debtor affiliates' Illinois tax returns for
calendar years 1997 through 2000.  As a result of the audit,
Illinois issued notices of deficiency to the USG Companies in the
amount of $2.1 million, including a $1,537,705 notice of
deficiency issued to USG Corporation and a $630,505 notice of
deficiency issued to USG Funding Corporation, a direct subsidiary
of USG Corporation.

The Court also gave the Debtors permission to make any Deposits
required under Illinois law to create jurisdiction in the Illinois
trial court to hear the tax dispute underlying the notices of
deficiency.

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)


VILLAS AT HACIENDA: Court Grants Access to HUD Cash Collateral
--------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S Bankruptcy Court for the
District of Arizona allowed Villas At Hacienda Del Sol, Inc., to
use cash collateral securing repayment of its debts to the U.S.
Department of Housing and Urban Development.

The Debtor asked the Bankruptcy Court for access to HUD's cash
collateral in order to continue its business activities and
achieve a successful reorganization.

                          HUD's Claim

The Debtor estimates the total amount due to HUD as of the
petition date to be in excess of $12 million.  Repayment of this
debt is secured by:

    a) a first mortgage, blanket lien on the Debtor's 218 unit
       apartment complex;

    b) a blanket lien on all personal property, including
       licenses; and

    c) an assignment of rents, leases and management agreements.

                      Adequate Protection

As adequate protection for the use of cash collateral, the Debtor
agrees to remit $5,000 monthly to the government beginning Aug.
20, 2005.  The Debtor also grants HUD valid, binding and perfected
replacement liens in all of the Debtor's postpetition leases,
rents and revenues from the apartment complex.

In addition, the Debtor will provide the federal housing authority
with a monthly report establishing net income and copies of
monthly bank statements from all debtor-in-possession accounts.

Pursuant to the cash collateral order, the Housing Department is
also allowed to make a physical inspection of the apartment
complex and all books and records related to the collateral.

The Debtor will use the cash collateral based on a 2005 annual
budget, a copy of which is available at no charge at
http://researcharchives.com/t/s?24a

The Bankruptcy Court limits the Debtor's use of cash collateral to
no more than 10% of any budgeted line item or 5% of the entire
monthly operating budget without prior permission from HUD.

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter  
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it estimated assets and liabilities ranging
from $10 million to $50 million.


VILLAS AT HACIENDA: Lenox Wants $16 Million Claim Payment ASAP
--------------------------------------------------------------
Lenox Mortgage VI LLC, a secured creditor of Villas At Hacienda
Del Sol, Inc., wants to receive full payment for its approximately
16,073,718 claim within 24 hours following the closing of the sale
of the Debtor's 218-unit apartment complex to Wells Property
Holdings, LLC.  The sale is expected to close in November.

Lenox Mortgage has requested the U.S. Bankruptcy Court for the
District of Arizona to issue an order facilitating the accelerated
payment.

                   Lenox Mortgage's Claim

Lenox Mortgage is a successor to a deed of trust, dated Oct. 22,
2002, between the Debtor and PFC Corporation in the original
principal amount $16,120,600.  Lenox Mortgage's claim is secured
by a first priority lien on the apartment complex and additional
liens on the Debtor's real and personal properties.

The Bankruptcy Court approved the sale of the apartment complex to
Wells Property for $27.1 million on Aug. 17, 2005.  The Bankruptcy
Court's order also allowed the Debtor to pay off its debt to Lenox
Mortgage out of the sale proceeds.  The 16,073,718 due to Lenox
Mortgage includes principal, interest and a 5% pre-payment
premium.

As previously reported in the Troubled Company Reporter, the U.S.
Dept. of Housing and Urban Development also holds a first
mortgage, blanket lien on the apartment complex.

The property is also encumbered by 11 other secured claims:

     Lien Holders                               Amount
     ------------                               ------
     Mechanics and Materialman's
     of Western Plains Development Corp.   $1,669,705

     David Dodrill, II, dba D&D Signs           7,313

     Labor, Services, Material,                36,093
     Machinery Fixtures, Tools of
     Eagle Rock Excavating

     Labor, Services, Material,                49,200
     Machinery Fixtures, Tools of
     Blue Star Electric, Inc.

     Materialman and Mechanics lien of         83,243
     Environmental Earhscapes, Inc.

     Mechanic's, Materialman's or               1,250
     Professional lien of A-1 Steel Inc.

     Laborer & Materialman of M&B              36,660
     Mechanical Inc.

     Laborer & Materialman of Ron's           105,493
     Concrete Construction Inc.

     Mechanic's lien of Select Interiors       47,855

     Materialman and Mechanics lien of          7,372
     Central Valley Specialties, Inc.

     Labor, Services, Material, Machinery      10,525
     Fixtures and Tools of Lee's Asphalt Inc.

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter       
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it estimated assets and liabilities ranging
from $10 million to $50 million.


VISION AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vision Automotive Group LLC
        P.O. Box 1725
        Elkins, West Virginia 26241

Bankruptcy Case No.: 05-04856

Type of Business: The Debtor is a car dealer.
                  See http://www.visionauto.com/

Chapter 11 Petition Date: October 5, 2005

Court: Northern District of West Virginia (Elkins)

Judge: L. Edward Friend II

Debtor's Counsel: Stephen L. Thompson, Esq.
                  Barth & Thompson
                  P.O. Box 129
                  Charleston, West Virginia 25321
                  Tel: (304) 342-7111

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
The Inter-Mountain                                $9,850
P.O. Box 1339
Elkins, WV 26241

Harris Oil Co.                                    $6,847
P.O. Box 685
Spencer, WV 25276

ADP Dealer Services                               $5,305
P.O. Box 88921
Chicago, IL 60695-1921

Image Advertising II of WV LP                     $1,175

Unifirst Corp.                                    $2,773

Allegheny Power                                   $1,743

Dealer Tire                                       $1,741

Advance Auto Parts                                $1,612

DHL Express                                       $1,500

Bell & Howell Financial Services Co.              $1,403

Fisher Auto Parts                                 $1,387

Tygarts Valley Sanitation                         $1,219

Ogden Directories                                 $1,166

Performance Motors                                $1,042

City Net                                            $999

Elkins Tire                                         $897

Purchase Power                                      $833

Collett Janitorial Services                         $816

Clifford V. Henson                                  $683

Glotfelty Tire Center                               $666


VISPHOR CORP: Inks Agreement to Buy Sunaptic for $3.2 Million
-------------------------------------------------------------
Visiphor Corporation inked an agreement to acquire Sunaptic
Solutions Incorporated, a privately held, Vancouver-based company
specializing in providing integration solutions using Microsoft
technologies such as .NET and BizTalk Server for the health care
and financial services marketplaces.

Visiphor will acquire 100% of the outstanding shares of Sunaptic
for $3,200,000.  The consideration consists of $2,720,000 in cash
and 960,000 of Visiphor's common shares at a deemed price of $0.50
per share.  The common shares issued by Visiphor will be held in
escrow, with 50% to be released on the 12-month anniversary of
closing of the acquisition and 50% to be released on the 18-month
anniversary of the closing of the acquisition.  The closing of the
acquisition is subject to Visiphor completing an associated
financing of sufficient size to fund the cash portion of the
consideration.  The transaction is required to close on or before
November 15, 2005.  This transaction is subject to regulatory
approval.

Sunaptic has a client list that includes several major provincial
health authorities and companies in the aerospace, energy,
financial services and media sectors.  Sunaptic revenues were
$1.2 million in 2004 and are expected to be over $4 million in
2005.  The logistics involved in merging Sunaptic and Visiphor
operations are significantly simplified by the fact that both
companies have their head offices in Vancouver.

As a result of the acquisition Visiphor becomes a Microsoft Gold
Certified Partner.

"I am thrilled with all aspects of this transaction," Visiphor
President and CEO Roy Trivett said.  "Sunaptic brings an
immediate, significant footprint in the health care and financial
services markets.  They have great management, an incredibly
talented pool of professional resources, and an impressive backlog
of business.  They are profitable and are expected be immediately
accretive to Visiphor.  This gives our company the critical mass
necessary to address exciting growth opportunities in all major
verticals of the business and data integration sectors.  We are in
the right place, at the right time with the right technology."

Sunaptic President Mike Hilton added "This positions our combined
entity with an optimal blend of product and solution delivery
capability.  Our industry-focused solution consulting will keep us
in constant touch with the changing needs of our customer
communities.  This will allow us to maintain the leadership
position that we enjoy in the marketplace today."    

Based in Vancouver, British Columbia, Visiphor Corporation
specializes in developing and marketing software products that
enable integrated access to applications and databases.  The
company also develops solutions that automate law enforcement
procedures and evidence handling.  These solutions often
incorporate Visiphor's proprietary facial recognition algorithms
and tools.  Using industry standard "Web Services", Visiphor
delivers a secure and economical approach to true, real-time
application interoperability.  The corresponding product suite is
referred to as the Briyante Integration Environment (BIE).

                        *     *     *

                     Going Concern Doubt

KPMG LLP, the Company's independent registered public accounting
firm, in its audit report on the Company's December 31, 2004
financial statements, said that the financial statements are
affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern.  

For the six-months ended June 30, 2005, the Company had incurred a
loss from operations of $3,016,481 and a deficiency in operating
cash flow of $1,788,221.  In addition, the Company has incurred
significant operating losses and net utilization of cash in
operations in all prior periods.  At June 30, 2005, the Company
has a working capital deficiency of $54,290.


VISPHOR CORP: Raising C$5.5M in Private Equity Deal to Fund Merger
------------------------------------------------------------------
Visiphor Corporation entered into an agreement with an
unidentified agent to complete a proposed brokered private
placement by way of an offering memorandum of up to C$5,500,000.

The Offering will consist of up to 11 million units priced at
$0.50 per Unit.  Each Unit will consist of one common share and
one half common share purchase warrant.   Each whole warrant will
entitle the holder for one year from the date of issue of the
Units to acquire one additional common share in the capital of
Visiphor at an exercise price of $0.60 or at $0.75 for a second
year.  The private placement is subject to regulatory approval.

The Agent's consideration for the Offering will be:

   a) a cash commission of 7% of the gross proceeds of the
      offering;

   b) brokers' warrants entitling the holder to purchase up to
      such number of Units as is equal to 10% of the total number
      of Units sold through the Offering, each warrant exercisable
      for a period of two years for one Unit at $0.50;

   c) a CDN $25,000 work fee cash plus reasonable expenses.

The proceeds of the private placement will be used to complete the
acquisition of Sunaptic Solutions Incorporated and to provide the
operating capital to fund the merger of the two companies and the
expansion of the combined business.

Based in Vancouver, British Columbia, Visiphor Corporation
specializes in developing and marketing software products that
enable integrated access to applications and databases.  The
company also develops solutions that automate law enforcement
procedures and evidence handling.  These solutions often
incorporate Visiphor's proprietary facial recognition algorithms
and tools.  Using industry standard "Web Services", Visiphor
delivers a secure and economical approach to true, real-time
application interoperability.  The corresponding product suite is
referred to as the Briyante Integration Environment (BIE).

                        *     *     *

                     Going Concern Doubt

KPMG LLP, the Company's independent registered public accounting
firm, in its audit report on the Company's December 31, 2004
financial statements, said that the financial statements are
affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern.  

For the six-months ended June 30, 2005, the Company had incurred a
loss from operations of $3,016,481 and a deficiency in operating
cash flow of $1,788,221.  In addition, the Company has incurred
significant operating losses and net utilization of cash in
operations in all prior periods.  At June 30, 2005, the Company
has a working capital deficiency of $54,290.


WELCH PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Welch Properties, LLC
        1205 North Calumet Avenue
        Hammond, Indiana 46320

Bankruptcy Case No.: 05-66725

Chapter 11 Petition Date: October 10, 2005

Court: Northern District of Indiana (Hammond)

Judge: J. Philip Klingeberger

Debtor's Counsel: Kenneth A. Manning(KS), Esq.
                  James, James & manning, P.C.
                  200 Monticello Drive
                  Dyer, Indiana 46311
                  Tel: (219) 865-8376
                  Fax: (219) 865-4054

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. Small Business                                     $700,000
Administration
429 North Pennsylvania St.
#100
Indianapolis, IN 46204-1873

JP Morgan/Bank One, NA                                  $676,000
c/o Susan Trent, Esq.
Rothberg, Logan & Warsco, LLP
P.O. Box 11647
Fort Wayne, IN 46859-1647

Lake County Treasurer                                   $190,000
Attn: Faye Givens
2293 North Main Street
Crown Point, IN 46307

David & Barbara Welch         Advanced attorney fee       $5,839
1169 Kenilworth Circle        and filing fees
Naperville, IL 60540

Indiana Dept. of Revenue      (Notice purpose)                $1
Bankruptcy Section, Room N203
Indiana Government Center
North
100 North Senate Avenue
Indianapolis, IN 46204

Internal Revenue Service      (Notice purpose)                $1
c/o Office of U.S. Attorney
Attn: Rob Morlock
Hammond, IN 46320


WINDSWEPT ENVIRONMENTAL: Borrows $1.35 Million More from Laurus
---------------------------------------------------------------
Windswept Environmental Group, Inc., borrowed an additional  
$1,350,000 from Laurus Master Fund, Ltd., to finance additional
anticipated expenses.  

Windswept, in turn, issued a new replacement note, dated Oct. 6,
2005, in the principal amount of $7,350,000.  The new replacement
note has substantially the same terms as the last replacement note
dated Sept. 9, 2005, in the principal amount of $6,000,000 issued
by Windswept to Laurus.

The aggregate proceeds received by Windswept were used to pay a
$52,650 management fee to Laurus Capital Management, L.L.C., and
the balance of the proceeds are being used by Windswept to fund
hurricane remediation projects pursuant to a written
acknowledgement to Laurus.

A copy of the amended and restated secured convertible note is
available for free at http://ResearchArchives.com/t/s?245

Headquartered in Bay Shore, N.Y., Windswept Environmental Group,
Inc. -- http://www.tradewindsenvironmental.com/-- through its  
wholly owned subsidiary, Trade-Winds Environmental Restoration,
Inc., provides a full array of emergency response, remediation,
disaster restoration and commercial drying services to a broad
range of clients.

At June 30, 2005, the Company's balance sheet shows $9,972,484 in
total assets and a $1,310,050 stockholders deficit.  

                     Going Concern Doubt

Massella & Associates, CPA, PLLC, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring losses from operations,
   * working capital deficit,
   * stockholders' deficit,
   * difficulty in generating sufficient cash flow to meet its
     obligations and sustain its operations.


WODO LLC: Can Borrow $5 Million to Fund WULA Settlement Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District Of Washington
Gave its stamp of approval to Wodo, LLC, fka Trillium Commons,
LLC's request to borrow $5 million from Trillium Corporation.

The Debtor can now finance its settlement agreement with Western
United Life Assurance Company.  The proposed settlement agreement
provides for payment to WULA of $15,800,000 in full satisfaction
of its claims against the Debtor, conditioned upon WULA's receipt
of:

   * $2,000,000 settlement payment by Oct. 21, 2005,

   * an additional $3,000,000 Settlement Payment on or before
     Dec. 1, 2005, and

   * the remaining $10,800,000 Settlement Payment on or before
     March 1, 2006.

WULA holds a first position lien of the Debtor's property as a
collateral allowing the Debtor to obtain the funds necessary to
make the first two settlement payments.

                        Proposed Borrowing and
                           Granting of Liens

Polygon Financial 05, LLC, a lender to Trillium Corporation, the
Debtor's parent company, holds a loan to Trillium secured by
various timberlands and other properties located primarily in
Whatcom and Skagit Counties.  Trillium is in the process of
selling a portion of the timberland collateral for the Timber
loan, and has negotiated an arrangement with Polygon that will
enable the parent company to fund the first two WULA settlement
payments.

Polygon will loan $5 million to Trillium by allowing Trillium to
retain and not repay a portion of the Timber Loan from the
timberlands sale proceeds.  Trillium will pledge to Polygon
additional real property collateral to secure the WULA Settlement
Loan.

Trillium will provide the Debtor the WULA Settlement Loan in two
tranches:

   a) $2 million in October 2005; and
   b) $3 million on Dec. 1, 2005.

The Debtor will grant Trillium a junior deed of trust on the WULA
collateral, which Trillium will immediately pledge to Polygon as
an additional collateral for its obligations to Polygon.

The Debtor will guarantee to Polygon Trillium's repayment of $2
million, then the additional $3 million, plus interest and costs.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WORLDCOM INC: Bankr. Court Approves N.Y. Fund Claims Settlement
---------------------------------------------------------------
Pursuant to Rule 7023 of the Federal Rules of Bankruptcy
Procedure, Reorganized WorldCom, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to recognize the withdrawal of the New York Fund Claims in
the context of the Ebbers Settlement and the related intercreditor
agreement, as a settlement of claims on behalf of the entire
Class.

The Reorganized Debtors further ask the Court to disallow the
Other Fund Claims as duplicative.

The Debtors, the Class and Bernard J. Ebbers participated in
intense, arm's-length negotiations to resolve the claims against
Mr. Ebbers in the WorldCom Securities Litigation.  The United
States Attorney for the Southern District of New York facilitated
the parties' settlement discussion.  The negotiations culminated
in a tripartite agreement, which provides for:

    -- Mr. Ebbers' turnover of substantially all of his assets;
       and

    -- the allocation of those assets among the Class and the
       Debtors in satisfaction of their claims against Mr.
       Ebbers.

In consideration of the agreement to allocate a substantial
portion of the Ebbers assets to the Class, the New York Fund has
agreed to withdraw its claims against the Debtors, with prejudice.

The Ebbers Settlement further contemplates the establishment of a
liquidating trust for the benefit of the Class and the Debtors.
The Debtors will contribute to the Liquidating Trust the Joshua
Holdings Promissory Note, which was pledged and endorsed to the
Debtors as collateral security for the financing arrangements it
made with Mr. Ebbers prior to the Petition Date.

To the extent a recovery is realized on the Joshua Holdings
Promissory Note, the recovery will be allocated 2/3 to the Class
and 1/3 to the Debtors.  Otherwise, the Liquidating Trust will
distribute 75% of the liquidated value of its assets to the Class,
and 25% to the Debtors.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, in Washington,
D.C., explains that in consideration of the withdrawal of the New
York Fund Claims, Class members who have not opted out will
receive distributions on account of their securities fraud claims
against the Debtors.  However, the precise amount of any
distributions related to the Joshua Holdings Promissory Note and
other unliquidated assets cannot be determined at this time.
Those distributions will be made after Judge Cote's final approval
of all settlements and a plan of distribution, and after the
Liquidating Trust liquidates its assets.

                    The Securities Fraud Claims

Various state and municipal retirement systems filed substantially
similar proofs of claim, seeking damages on account of the
purchase or sale of equity or debt securities of WorldCom or its
subsidiaries:

    Claimant                                            Claim No.
    --------                                            ---------
    Arkansas Teachers Retirement System                    23121

    Arkansas Public Employees Retirement System            22945
                                                           22946

    Arizona State Retirement System                22900 - 22909

    Iowa Public Employees Retirement System                20239

    Iowa Public Employees Retirement System                20240

    Kentucky Teachers' Retirement System                   18235

    Pennsylvania State Employees'                          16154
    Retirement System                                      16155

    Public School Teachers Pension                         22941
    & Retirement Fund of Chicago

                     Arizona Retirement Responds

The Arizona State Retirement System objects to the Debtors'
request for the disallowance and the expungement of its claims.

The ASRS is asserting its rights to set off the claims it has
against the Debtors against the Debtors' alleged claims for tax
refunds due the Debtors from the Arizona Department of Revenue.  
Although the Debtors have been working with the Arizona Revenue
Dept. for the past two years in auditing the amount of the tax
refund, which may be owed to them, the ASRS is not privy to the
amount in controversy, Tamalyn E. Lewis, Esq., at Ridenour,
Hienton, Kelhoffer, Lewis & Garth, P.L.L.C., in Phoenix, Arizona
tells Judge Gonzalez.

Nonetheless, Ms. Lewis contends, ASRS is entitled to set off the
entire amount of the refunds against the claims it has against the
Debtors.

Ms. Lewis asserts that setoff rights exist independent of the
right to receive a distribution through the claims administrative
process of the estate.

Courts have routinely permitted claims to be asserted for setoff
purposes even though no proof of claim was ever filed, Ms. Lewis
states.  In addition, courts have held that absent an express
provision in a settlement agreement that terminates setoff rights,
setoff rights are preserved even if the underlying claim in the
bankruptcy has been compromised by the settlement.

"The disallowance of ASRS' Proofs of Claim and the requisite
waiver of ASRS' rights of setoff were not terms nor conditions of
the Settlement with [Bernard] Ebbers and the Class, and, thus,
MCI's request for this relief should be denied," Ms. Lewis argues.  
"ASRS may be prevented from participating is distributions from
the estate by virtue of the Settlement, but
ASRS' setoff rights should not be extinguished in connection with
the approval of the Settlement."

Ms. Lewis points out that it would be unfair to require the
payment in full of the tax refunds alleged to be owed when ASRS
has asserted valid claims against the Debtors.  ASRS is entitled
to set off its claims against the tax refunds allegedly due the
Debtors and the issue should be resolved in the context of ASRS'
pending motion for summary judgment assigned to Judge Hardin.

                         *     *     *

Judge Gonzalez approves the New York Fund Claims Settlement,
subject to a final approval by the United States District Court
for the Southern District of New York in the WorldCom Securities
Litigation.

The Court rules that in the event the Settlement is not finally
approved by the District Court, all claims disallowed or withdrawn
by the Bankruptcy Court Order will revert to their status as of
the day immediately before the execution date of the
Settlement.

The Court deems the NY Fund Claims as withdrawn, with prejudice,
except for the Claim Nos. 22900 through 22909 filed by the Arizona
State Retirement System.

The Court deems the ASRS to have waived any right to a
distribution under the Plan or from the Debtors' estates on
account of its Claims.  Notwithstanding the waiver, Arizona State
Retirement System's rights, if any, will not be affected:

   (a) The right to receive proceeds as a member of the Class of
       the WorldCom Securities Litigation; or

   (b) The right to setoff pursuant to Section 553 of the
       Bankruptcy Code or applicable non-bankruptcy law, or any
       of the Debtors' related claims or defenses.

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: DJP&A Wants to Withdraw as Counsel to Next Factors
----------------------------------------------------------------
Douglas J. Pick & Associates asks the U.S. Bankruptcy Court for
the Southern District of New York to grant it leave to withdraw as
counsel of record to Next Factors, Inc., in WorldCom, Inc., and
its debtor-affiliates' chapter 11 cases.  

Next Factors is engaged in the business of purchasing creditors'
claims in bankruptcy matters pending throughout the United States.

Douglas J. Pick, Esq., relates that at various times throughout
the pendency of the Debtors' bankruptcy cases, Next Factors has
held an interest in approximately 112 claims against the Debtors,
aggregating $793,798.  Virtually all of the claims held by Next
Factors were classified as Class 4 Convenience Claims under the
Plan.

In May 2004, Next Factors retained DJP&A to address what Next
Factors perceived to be unauthorized demands or threats made by
the Debtors and their professionals in connection with the
treatment of Next Factors' claims.

In accordance with the instructions received from Next Factors,
DJP&A drafted numerous letters and made several telephone calls on
Next Factors' behalf, but did not file any documents with the
Court in connection therewith, Mr. Pick says.

In October 2004, the Debtors filed numerous claims objections as
to certain of the claims held by Next Factors.  Next Factors
interposed opposition papers in connection with the Claims
Objections on a pro se basis.

In early November 2004, Next Factors requested DJP&A's assistance
in addressing and conducting discovery in connection with the
Claims Objections.  Thereafter, DJP&A drafted and served separate
requests for production of documents in connection with the
Claims Objections.  Mr. Pick adds that DJP&A assisted Next Factors
in attempting to resolve the Claims Objections by communicating
with, and forwarding documents to, the Debtors' various
professionals.

In February 2005, Next Factors advised DJP&A that it would be
handling all discussions and other matters in connection with the
Claims Objections in-house.  Since that time, Mr. Pick maintains,
DJP&A's involvement in connection with the matter has been
substantially limited -- responding to inquiries by the Debtors'
professionals and advising them to contact Next Factors directly.

Mr. Pick tells Judge Gonzalez that during the time that it
performed services on Next Factors' behalf, DJP&A's invoices went
largely unpaid.  As a result, Next Factors owes DJP&A substantial
amounts for professional services rendered in connection with the
claims objection proceeding.

Accordingly, in May 2005, DJP&A informed Next Factors that it
would not continue to represent Next Factors unless Next Factors'
account was current.  Next Factors has since advised DJP&A that it
has no intention of paying the amounts owed, Mr. Pick says.   
Nonetheless, Next Factors has refused to consent to DJP&A's
withdrawal as its counsel, thus requiring DJP&A to seek the
Court's approval.

Mr. Pick asserts that DJP&A has demonstrated satisfactory cause to
be permitted to withdraw as counsel of record to Next Factors.

"[Morever,] it does not appear that Next Factors or the Debtors
would suffer any prejudice if Next Factors is required to retain
substitute counsel," Mr. Pick contends.

                        Next Factors Objects

David O'Donnell, president of Next Factors, Inc., argues that
Mr. Pick's affidavit in support of its Motion to Withdraw contains
factual errors and omits relevant facts necessary for the
Court's consideration of the relief sought.

Mr. O'Donnell relates that the purported outstanding invoices
relate to motion prepared by Eric C. Zabicki, an associate of
DJP&A, that was to be filed in the Debtors' bankruptcy cases.  
Mr. Pick refused to allow Mr. Zabicki to file the motion.

"[Mr. Pick] failed to inform the Court that the Outstanding
Invoices relate to the Zabicki Motion, and that all such work
billed by Mr. Zabicki was to be nullified by Mr. Pick's unilateral
Refusal."

Next has always agreed to pay, and continues to stand ready to
pay, the Outstanding Invoices provided that Mr. Pick withdraws his
Refusal and the Zabicki Motion is zealously pursued.  The
Outstanding Invoices total approximately $5,000.

According to Mr. O'Donnell, the Zabicki Motion:

   (1) Explains that the entrance of over 50 different claims
       traders before and after the retention of the many
       professionals hired by the Debtors poses a significant
       probability that one or more of the professionals may have
       failed to identify and disclose a particular claims trader
       with respect to their initial and continuing duties
       related to conflict checks;

   (2) Exposes the Debtors' threats on Undisputed Claims to
       extort broad release.

       Mr. O'Donnell says that the Debtors threatened to file
       objections on behalf of all of Next Factors' claims if
       Next Factors did not execute the Broad Release on various
       claims.  Next Factors contends that demanding Broad
       Release, particularly via the withholding of distributions
       and threatening objections on Undisputed Claims,
       constitutes extortion;

   (3) Either provides or could result in the disclosure of
       evidence of criminal activity under the Crimes and
       Criminal Procedures Code; and

   (4) Seeks information which would expose differentiation in
       the treatment of claims traders in the timing and
       resolution of their claims.

       "Mr. Pick was aware that an eventual objective of Next
       [Factors] was the investigation of any correlation among
       the set of claims traders, conflicted parties, and
       beneficiaries of the Intercreditor Agreement [under the
       Confirmed Plan of Reorganization] with respect to
       disparities in treatment vis-a-vis other creditors," Mr.
       O'Donnell says.

Mr. Pick tells Next Facts that his reason for his refusal was that
the Zabicki Motion was "not supported in fact or law".  
However, Mr. O'Donnell points out that Mr. Pick also suggested
that Next Factors take the very same Zabicki Motion and find
another attorney to file it.

"The Pick Motion is motivated by Mr. Pick's desire to keep the
numerous issues related to the Zabicki Motion as well as
information likely to become disclosed outside of public view and
scrutiny," Mr. O'Donnell contends.

Accordingly, Next Factors ask the Court to:

   (a) deny DJP&A's request to withdraw as its counsel;

   (b) compel Mr. Pick to explain his refusal, or in the
       alternative, direct DJP&A to file the Zabicki Motion;

   (c) rule that the Zabicki Motion is supported in fact and law,
       and could be filed without violating any rules of the
       Court; and

   (d) appoint an examiner not currently associated with the
       bankruptcy and reorganization industry that is empowered
       to:

          * coordinate a conflict update among all professionals
            of the Debtors for the set of claims traders and
            beneficiaries of the Intercreditor Agreement;

          * investigate any correlation between the identities of
            conflicted parties and (i) beneficiaries of the
            Intercreditor Agreement; and (ii) any disparity in
            the manner of treatment of distributions among claims
            traders and conflicted parties and vis-a-vis all
            general unsecured creditors; and

          * publicly report to the Court his findings.

According to Mr. O'Donnell, the conflict check will define each
Potential Conflict to be inclusive as to the parent-subsidiary and
affiliate relationships existing for each Potential Conflict.  
Furthermore, the beneficial ownership as to each claim traded by
each Potential Conflict will have the effect of enlarging the
Potential Conflict set by the inclusion of each beneficial owner.  
For each member of the Potential Conflict set for which a Debtor
professional was also employed, the examiner would confirm
evidence of contemporaneously informed and granted releases by
each conflicted party and the Debtors.

Upon information and belief, a written release describing the
issues affecting each party to a conflict is required by the bar
associations of most, if not every state, notwithstanding any
additional statutory requirements.

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)


YOUTHSTREAM MEDIA: June 30 Balance Sheet Upside-Down by $79.28-Mil
------------------------------------------------------------------
YouthStream Media Networks, Inc., delivered its quarterly report
on Form 10-QSB for the quarter ending June 30, 2005, to the
Securities and Exchange Commission on Sept. 30, 2005.  

The Company reported a $1,784,024 net loss on $29,127,566 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $34,857,302 in total assets and
a $79,280,987 stockholders deficit.  

WeinbergCompany's independent registered public accounting firm,
in its report dated Dec. 17, 2004, included an explanatory
paragraph stating that the Company's recurring losses and
accumulated deficit, working capital deficiency and negative cash
flow, among other things, raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?246

YouthStream Media Networks, Inc., owns and operates Kentucky
Electric Steel.  It is a steel mini-mill located in Ashland,
Kentucky.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

October 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference: Management & Teamwork in Stressful
         Situations
            Renaissance Chancery Court Hotel, London, UK
               Contact: 312-578-6900; http://www.turnaround.org/

October 17-18, 2005
   AMERICAN CONFERENCE INSTITUTE
      Airline Restructuring
         Park Central New York, New York
            Contact: http://www.americanconference.com/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 312-578-6900; http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356; http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical    
               Transactions and Investments
                  The Millennium Knickerbocker Hotel, Chicago,
                     Illinois
                        Contact: 903-595-3800; 1-800-726-2524;
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
    Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/


December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
         Fairmont Scottsdale Princess, Scottsdale, Arizona
            Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;          
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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