TCR_Public/051019.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 19, 2005, Vol. 9, No. 248

                          Headlines

AGRISTAR FLOWERS: Voluntary Chapter 11 Case Summary
AMERICAN ENERGY: Balance Sheet Upside Down by $559,781 at June 30
ARTHUR STEIN: Case Summary & 16 Largest Unsecured Creditors
AT HOLDINGS: S&P Rates Proposed $50M Senior Discount Notes at B-
AURA SYSTEMS: AGP To Make $4 Million Cash Infusion Under Plan

AVRAHAM NISSANIAN: Case Summary & 11 Largest Unsecured Creditors
BALL CORP: Closing New Sr. Sec. Facility & Redeeming Sr. Notes
BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes
BIRCH TELECOM: Wants Until April 9 to Make Lease-Related Decisions
CABLE & WIRELESS: Fitch Retains Long Term Rating at BB+

CEDRIC KUSHNER: Posts $1.6 Mil Net Loss in Quarter Ended June 30
CENTRAL PARKING: Projects 4.8M Share Buy-Back for $74.4 Million
CERBERUS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
CHARLES D. PARRISH: Case Summary & 2 Largest Unsecured Creditors
CHARLES E. PARRISH: Case Summary & 2 Largest Unsecured Creditors

CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary
CITGO PETROLEUM: Fitch Rates Proposed $1.85 Billion Loans at BB+
CONCRETE MASTERS: Case Summary & 20 Largest Unsecured Creditors
CORPORATE OCCUPATIONAL: Case Summary & 19 Largest Creditors
COTTAGE GROVE: Voluntary Chapter 11 Case Summary

CROWN HOLDINGS: Sells Plastic Closures Unit to PAI for $750-Mil
DEL LABORATORIES: S&P Places B Rating on $185MM Senior Sec. Notes
DELPHI CORP: Final DIP Financing Hearing Scheduled on October 27
DELPHI CORP: Has Until January 22 to file Schedules and Statements
DELPHI CORP: Court Approves Rothschild Inc. as Financial Advisors

DENNY'S CORP: Settles Calif. Labor Litigation for $7.75 Million
DUESTERHAUS FERTILIZER: Case Summary & 38 Largest Creditors
DIAGNOSTIC IMAGING: Case Summary & 20 Largest Unsecured Creditors
DP 8 LLC: Vanderbilt Asks Court to Confirm Second Amended Plan
FEDERAL-MOGUL: Gets Court OK to Hire Morgan Lewis as ERISA Counsel

FOAMEX INT'L: Wants Court Okay on Interim Compensation Procedures
FOAMEX INT'L: Seeks Court Authority to Reject Five Leases
FOAMEX INT'L: Wants Court Okay to Reject 13 Executory Contracts
GARDEN RIDGE: Asks Court to Delay Entry of Final Decree
GENERAL MOTORS: Fitch Places GMAC Ratings on Watch Evolving

GENERAL MOTORS: Poor 3rd Quarter Results Cue S&P to Review Ratings
GENERAL MOTORS: Exploring Sale of Controlling Stake in GMAC
GENERAL MOTORS: Inks Tentative Agreement with UAW on Health Care
GLOBAL MATRECHS: Restated 2004 Results Show $3 Million Net Loss
HARTCO OF KENTUCKY: Case Summary & 20 Largest Unsecured Creditors

HILCORP ENERGY: S&P Puts B Rating on $175M Sr. Unsecured Notes
INTERTAPE POLYMER: Releases Third Quarter Financial Results
INTEGRATED SECURITY: Balance Sheet Upside-Down by $3.5M at June 30
J. CREW: Lenders Consent to Merger Among Parents & Intermediate
JACOBSON RESONANCE: Case Summary & 20 Largest Unsecured Creditors

KENCO LLC: Case Summary & 12 Largest Unsecured Creditors
KMETZ CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
KULLMAN INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
LEATHER FACTORY: Voluntary Chapter 11 Case Summary
LUCKY CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors

MESABA AVIATION: Wants to Hire Ravich Meyer as Bankruptcy Counsel
MESABA AVIATION: Wants Section 345 Deposit Guidelines Waived
MESABA AVIATION: Wants DLA Piper as Special Counsel
MIRANT CORP: Asks Court to Approve Kinder Morgan Settlement Accord
MIRANT CORP: Wants Settlement with L.A, Water & Power Dept. Okayed

NATURADE INC: Inks Multi-Mil Pact to Buy Living Essentials Assets
NEXTMEDIA OPERATING: Moody's Rates New $100 Million Loan at B3
NORCAL WASTE: S&P Changes Outlook to Stable from Positive
NORTEL NETWORKS: Names Mike S. Zafirovski as President & CEO
OCEANTRADE CORP: Voluntary Chapter 11 Case Summary

ORGANIZED LIVING: Proposes Auction Procedures to Sell Trademarks
OSE USA: Merging with Orient Semiconductor in Privatization Deal
PERSISTENCE CAPITAL: Bruinbilt Wants Rule 2004 Probe on Oct. 31
PIMS NEW YORK: Voluntary Chapter 11 Case Summary
PLYMOUTH RUBBER: Gets Fourth Interim Order to Use Cash Collateral

PROXIM CORPORATION: Wants Until Jan. 9 to File Chapter 11 Plan
QTC MANAGEMENT: S&P Assigns B Rating to Proposed $115 Mil. Loans
QUAY CORPORATION: Case Summary & 20 Largest Unsecured Creditors
REFCO INC: Files for Chapter 11 Protection in S.D. New York
REFCO INC: Case Summary & 50 Largest Unsecured Creditors

RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes
RIDDICK L. BOWE: Case Summary & 15 Largest Unsecured Creditors
ROBEWORKS INC: Exits Bankruptcy Protection with Parent Company
ROBOTIC VISION: Court Approves Asset Sale to Siemens for $23 Mil.
ROGER BEECHAM: Case Summary & 39 Largest Unsecured Creditors

SAINT VINCENTS: Wants Excl. Plan Filing Period Extended to March 2
SAINT VINCENTS: Wants to Create Subsidiary Under OMH Contract
SAINT VINCENTS: HUD Objects to $35 Million Commerce Bank Loan
SAVAS SANTAMOURIS: Case Summary & 20 Largest Unsecured Creditors
SKYWAY COMMUNICATIONS: Wants More Time to File Chapter 11 Plan

SOLUTIA INC: Ex-Employee Wants Savings Plan Claimant Class Status
SPIRIT AEROSYSTEMS: S&P Affirms BB- Corporate Credit Rating
SPORTS CLUB: Cuts Net Loss by $998K in Amended 1st Quarter Results
SPORTS CLUB: Amended 2nd Qtr. Financials Cut Net Loss by $1.15M
T.A.T. PROPERTY: Case Summary & 36 Known Creditors

TANNER FAMILY: Case Summary & 20 Largest Unsecured Creditors
TEAM HEALTH: S&P Reviews Ratings Due to Blackstone Buy-Out Plans
TEXAS AFFORDABLE: S&P Slashes Mortgage Revenue Bonds from B to CCC
TOM'S FOODS: Wants Sale Process Completed Before Drafting Plan
TOYS "R" US: Moody's Lowers Senior Unsecured Debt Rating to Caa2

TRANSMONTAIGNE INC: Moody's Changes Rating Outlook to Negative
TRUST ADVISORS: Wants to Hire Cohn Birnbaum as Special Counsel
TRUST ADVISORS: Look for Bankruptcy Schedules on November 29
US AIRWAYS: Dist. Court Clears Fidelity from DiFelice Class Action
U.S. MERCHANDISE: Case Summary & 20 Largest Unsecured Creditors

VENCOR INT'L: Exits Bankruptcy Protection with Subsidiary
VICTORIA IND.: Earns $36K of Net Income in 6-Months Ended June 30
VINCENT SUBIRATS: Case Summary & 7 Largest Unsecured Creditors
VOUGHT AIRCRAFT: S&P Affirms Low-B Ratings and Outlook is Negative

* Upcoming Meetings, Conferences and Seminars

                          *********

AGRISTAR FLOWERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Agristar Flowers, Inc.
        a/k/a Stewart Orchids
        P.O. Box 460
        Natchez, Mississippi 39121-0460

Bankruptcy Case No.: 05-06416

Type of Business: The Debtor grows and sells orchids
                  and other plants.  See
                  http://www.stewartorchids.com/

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


AMERICAN ENERGY: Balance Sheet Upside Down by $559,781 at June 30
-----------------------------------------------------------------
The American Energy Group, Ltd., delivered its annual report on
Form 10-KSB for the year ending June 30, 2005, to the Securities
and Exchange Commission on October 14, 2005.

The Company reported no revenues and a $706,670 net loss for the
year.  At June 30, 2005, the Company's balance sheet showed
$94,827 in total assets and a $559,781 stockholders deficit.
Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, audited the
company's Fiscal 2005 financials.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?260

Headquartered in Houston, Texas, The American Energy Group, Ltd.
was, until its bankruptcy in 2002, an independent oil and natural
gas company engaged in the exploration, development acquisition
and production of crude oil and natural gas properties in the
Texas gulf coast region of the United States and in the Jacobabad
area of the Republic of Pakistan.  The Company's creditors filed
an involuntary chapter 7 petition on June 28, 2002 (Bankr. S.D.
Tex. Case No. 02-37125).  Leonard H. Simon, Esq., at Pendergraft &
Simon L.L.P represents the Debtor in its chapter 11 case.  The
Company converted the chapter 7 case to a chapter 11 proceeding
and confirmed a chapter 11 plan.  That plan did not stop a secured
creditor from foreclosing on the company's Fort Bend County oil
and gas leases.

On April 14, 2005, The American Energy Operating Corp., an
inactive subsidiary of The American Energy Group, Ltd., filed a
voluntary Chapter 7 bankruptcy petition (Bankr. S.D. Tex. Case No.
05-35757).


ARTHUR STEIN: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arthur Stein, Jr.
        15 Pine Park Avenue
        Bayville, New York 11709

Bankruptcy Case No.: 05-88991

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of New York (Central Islip)

Judge: Melanie L. Cyganowski

Debtor's Counsel: Barton Nachamie, Esq.
                  Todtman Nachamie Spizz & Johns PC
                  425 Park Avenue
                  New York, New York 10022
                  Tel: (212) 754-9400

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

                                  Nature of
   Entity                         Claim           Claim Amount
   ------                         ---------       ------------
   IRS Special Procedures Staff                       $443,257
   10 MetroTech Center
   625 Fulton Street
   Brooklyn, NY 11201

   IRS                                                $443,257
   Holtsville, NY 00501

   New York State                                      $72,400
   Department of Taxation
   Harriman Campus, Building 9
   Albany, NY 12227-0125

   New York State                                      $72,400
   Department of Taxation
   Bankruptcy Section
   P.O. Box 5300
   Albany, NY 12205-0300

   First USA Bank NA              Credit Card          $29,376
   P.O. Box 15153
   Wilmington, DE 19886-5153

   First USA Bank NA              Credit Card          $25,579
   P.O. Box 15153
   Wilmington, DE 19886-5153

   National Financial                                  $19,480
   Systems Inc.
   600 West John Street
   P.O. Box 9046
   Hicksville, NY 11802-9046

   Portfolio Recovery                                  $13,267
   Associates LLC
   140 Corporate Boulevard
   Norfolk, VA 23502

   Advanta Bank Corp.             Credit Card          $12,000
   P.O. Box 8088
   Philadelphia, PA 19101-8088

   Del Vecchio & Recine LLP       Legal Services       $10,000
   1100 Franklin Avenue
   Garden City, NY 11530

   Bank of America                Credit Card          $10,000
   P.O. Box 53132
   Phoenix, AZ 85072-3132

   North Shore                    Medical Bills         $7,839
   University Hospital
   c/o Smith Carroad Levy Finkel
   5036 Jericho Turnpike
   P.O. Box 49
   Commack, NY 11725

   Huntington Hospital            Medical Bills         $6,800
   Association
   270 Park Street
   Huntington, NY 11743

   Capital One Bank                                     $3,344
   P.O. Box 70884
   Charlotte, NC 28272-0881

   Citi Cards                     Credit Card           $2,400
   P.O. Box 8115
   S. Hackensack, NJ 07606-8115

   Citi Cards                     Credit Card           $1,800
   P.O. Box 8110
   S. Hackensack NJ 07606-8110


AT HOLDINGS: S&P Rates Proposed $50M Senior Discount Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Argo-Tech Corp. and removed
the ratings from CreditWatch, where they were placed with negative
implications on Sept. 14, 2005.  At the same time, Standard &
Poor's assigned its 'B+' corporate credit rating to Argo-Tech's
parent, AT Holdings Corp., and its 'B-' rating to the proposed $50
million senior discount notes due 2012 to be issued by AT
Holdings.  The new notes will be sold via SEC Rule 144A with
registration rights.  The outlook on both entities is stable.

AT Holdings is to be acquired by VGAT Investors LLC, a new entity
formed by the private equity firms Greenbriar Equity Group and
Vestar Capital Partners.  The $450 million transaction value,
including fees and expenses, will be funded by the proposed $50
million senior discount notes, a $5 million add-on to Argo-Tech's
existing term loan, and $120 million of equity from the new owners
and current management.  The existing $250 million unsecured notes
will remain outstanding, if the proper consents are received from
note holders.  Debt to EBITDA -- adjusted for non-cash
compensation costs -- for fiscal 2005 will increase to almost 6.5x
pro forma for the transaction from around 5.5x otherwise.

"The higher leverage is offset by the sizable cash equity
investments by the new owners and improving market conditions,
especially in commercial aerospace," said Standard & Poor's credit
analyst Christopher DeNicolo.  Leverage should decline modestly
over the intermediate term as EBITDA increases, but no significant
debt reduction is expected.  Argo-Tech's overall financial profile
is likely to remain weak, but appropriate for the rating, in 2006,
with funds from operations to debt around 10% and EBITDA interest
coverage of 1.5x-2x. In addition, the company is expected to
maintain its high operating margins in the 25%-30% range.

The ratings on Cleveland, Ohio-based Argo-Tech reflect
participation in the cyclical and competitive commercial aerospace
industry and high financial risk due to a sizable debt load.
Those factors are offset by the company's established positions in
niche markets and solid profit margins.  Ratings incorporate
expectations of improving credit measures driven by a recovery in
the company's markets.  Argo-Tech is the world's largest supplier
of main engine fuel pumps, which are used in approximately two-
thirds of large commercial aircraft in service.  The firm also has
leading positions in commercial and military airframe fuel pumps
and valves, aerial refueling components installed on U.S. military
aircraft, and components for ground fueling systems for major
commercial airports.  In addition, the company provides cryogenic
pumps and other components to the liquefied natural gas industry.

Improving market conditions, especially in commercial aerospace,
should result in increasing earnings and cash flow, offsetting the
higher leverage from the transaction in the intermediate term.
The outlook could be revised to negative if leverage does not
decline as expected, due either to operational shortfalls or
higher debt levels to finance a dividend or acquisitions.  A
revision of the outlook to positive is not expected in the near
term.


AURA SYSTEMS: AGP To Make $4 Million Cash Infusion Under Plan
-------------------------------------------------------------
Aura Systems, Inc., delivered its Plan of Reorganization and a
Disclosure Statement explaining that Plan to the U.S. Bankruptcy
Court for the Central District of California in Los Angeles on
Oct. 3, 2005.

                       Cash Infusion

On the effective date of the Plan, AGP Lender LLC will contribute
a total of $4 million cash to the reorganized Debtor.  In exchange
for the capital infusion, AGP will receive $6,304,177 shares of
the Reorganized Debtor's common stock plus 630,418 warrants.

The Reorganized Debtor will use the money received from AGP to pay
for all allowed administrative claims, allowed priority claims and
unsecured claims less than $2,500.

The common stock to be issued to AGP will comprise approximately
32.53% of the Reorganized Debtor's issued and outstanding stock on
the effective date.

                   New Publicly Traded Stock

Pursuant to the Plan, the Debtor will exit bankruptcy as a
publicly traded company, with a maximum of 20 million issued and
outstanding shares of common stock and a maximum of 4.5 million
warrants reserved for issuance.

                       Stock Warrants

A total of 4,371,367 stock warrants will be issued on the
effective date of the Plan.  The Debtor says the warrants will
create a greater vested interest in the reorganized Debtor and
provide additional working capital.  Each warrant entitles the
holder to purchase one share of the Reorganized Debtor's common
stock at:

  -- $3 on the first 12 months after the effective date;

  -- $3.5 on the second twelve months after the effective date;
     and

  -- $4 on the third twelve months after the effective date.

                        Koyah Claims

As provided for in the Plan, The Debtor's only outstanding debt
upon emergence from Chapter 11 will be the allowed claim of a
group of lenders known as the Koyah entities plus any allowed
priority tax claims.

The Koyah entities say that they are owed approximately $5.5
million as of the petition date.  The Debtor contends that the
Koyah Entities' claims amount to only $2.75 million without taking
into account affirmative claims and causes of action the Debtor
intend to file against them.

The Debtor says that if no agreement on the terms of a consensual
Plan can be reached, the Koyah entities will end with no allowed
claim and will possibly owe the Debtor money.

                     Treatment of Claims

Secured Claims

The Plan proposes to pay the Koyah entities' secured claim in
sixty equal monthly installments, with interest at the Federal
Funds Rate existing on the effective date, plus 2%.

If an objection is pending on the Koyah entities' claim as of the
effective date, the Debtor will place all payments due to them
under a segregated interests bearing account.  The segregated
payments, pending the resolution of the Bankruptcy Court, will be
computed based on the Koyah Entities' asserted claim.

Blue Collar Films Inc.'s $1 million and AGP's $1.2 million DIP
Loans will be paid through the issuance of the Reorganized
Debtor's common stock.

Blue Collar will get 2,142,435 shares of common stock plus 214,243
warrants while AGP will get 2,501,970 shares of common stock plus
250,197 warrants.  The Common stock distribution allotted for the
payment of the two DIP loans will comprise approximately 23.22% of
the Reorganized Debtor's issued and outstanding common stock.

Ezra Mayer's $100,000 secured claim will be paid in full with
57,143 shares of the Reorganized Debtors' common stock plus 11,429
warrants.

Unsecured Claims

Allowed unsecured claim holders, estimated at $7.6 million, will
receive a pro rata distribution of the Reorganized Debtor's common
stock in full satisfaction of their claims.  4,340,907 common
shares, comprising 21.7% of the Reorganized Debtor's issued and
outstanding common stock, plus 868,181 warrants will be issued
under this class.

All allowed unsecured claims less than $2,500 will be paid in cash
and in full on the effective date.  Holders of allowed unsecured
claims greater than $2,500 but less than $10,000 can opt to reduce
their claim to $2,500 and receive cash payment.

Interest Holders

Holders of the Debtor's 439,123,150 shares of issued and
outstanding common stock will receive a pro rata distribution of
1,333,965 shares of the Reorganized Debtor's common stock plus
328,777 warrants.  The common stock distribution under this class
will comprise approximately 6.67% of the Reorganized Debtor's
issued and outstanding common stock.

Holders of the Debtor's $10.2 million issued and outstanding
Series B stock will receive a pro rata distribution of 2,961,586
shares of the Reorganized Debtor's common stock plus 987,195
warrants.  The common stock distribution under this class will
comprise approximately 14.81% of the Reorganized Debtor's issued
and outstanding common stock.

Holders of the Debtor's 644,073 shares of issued and outstanding
Series A stock will receive a pro rata distribution of 357,818
shares of the Reorganized Debtor's common stock plus 94,716
warrants.  The common stock distribution under this class will
comprise approximately 1.79% of the Reorganized Debtor's issued
and outstanding common stock.

The Bankruptcy Court will convene a hearing at 2:00 p.m. on
Nov. 8, 2005, to determine the adequacy of the Debtor's disclosure
statement.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AVRAHAM NISSANIAN: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Avraham Nissanian
        138 34 78th Drive
        Flushing, New York 11367

Bankruptcy Case No.: 05-32915

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Avrum J. Rosen, Esq.
                  Law Offices Of Avrum J. Rosen
                  38 New Street
                  Huntington, New York 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Metropolitan National Bank       Bank loan            $2,314,752
As Agent For Export Import Bank  Value of Collateral:
2 Park Avenue                    $1,400,000
New York, NY 10016
c/o Goldberg & Pines
275 Madison Avenue, 30th Floor
New York, NY 10016

Wedbush Morgan Securities        Bank loan              $704,000
P.O. Box 30014
Los Angeles, CA 90030-0014
c/o Lisa Catalano, Esq.
Davidson & Grannum, LLP
250 West 57th Street, Suite 1311
New York, NY 10107

United States Small Business     Bank loan              $566,000
Administration
P.O. Box 740192
Atlanta, GA 30374-0192

Tsion Sofer                      loan for               $461,000
Tchernihovski 18                 infusion in
Jerusalem, Israel                business


Morgan Stanley Dean Witter       Bank loan              $296,000
Credit Corporation
98 Floral Avenue, Suite 102
Murray Hill, NJ 07974

Morgan Stanley Dean Witter       Bank loan              $157,761
Credit Corporation
98 Floral Avenue, Suite 102
Murray Hill, NJ 07974

Chase Small Business             Bank loan               $72,275
Financial Services
528 South Main Street
Akron, OH 44301

MBNA                             Bank loan               $18,838
P.O. Box 15019
Wilmington, DE 19850-5019

MBNA                             Trade debt               $6,372
P.O. Box 15019
Wilmington, DE 19850-5019

Ameican Honda Finance Corp.      Bank loan                $2,293
P.O. Box 7829
Philadelphia, PA 19101-7829

Capital One                      Bank loan                  $448
P.O. Box 70884
Charlotte, NC 28272-0884


BALL CORP: Closing New Sr. Sec. Facility & Redeeming Sr. Notes
--------------------------------------------------------------
Ball Corporation [NYSE:BLL] has completed the closing of its new
senior secured credit facility.  The new senior secured credit
facility extends debt maturities at lower interest rate spreads
and provides Ball with additional borrowing capacity and more
flexibility for future growth.

Ball will also redeem all $249 million of its outstanding 7-3/4%
Senior Notes due in 2006.  This redemption is scheduled for Nov.
14, 2005, and will result in an after-tax, one-time charge of
approximately $3.9 million in the fourth quarter relating to
payment of the call premium and write off of unamortized debt
issuance costs.  The refinancing and redemption of notes will
result in a reduction of Ball's 2006 interest expense.

Ball Corporation supplies metal and plastic packaging products,
primarily for the beverage and food industries.  The company also
owns Ball Aerospace & Technologies Corp., which develops sensors,
spacecraft, systems and components for government and commercial
markets.  Ball Corporation employs more than 13,500 people and
reported 2004 sales of $5.4 billion.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Trust 2004-PWR4:

     -- $95.2 million class A-1 at 'AAA';
     -- $106 million class A-2 at 'AAA';
     -- $630.9 million class A-3 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $19.1 million class B at 'AA';
     -- $8.4 million class C at 'AA-';
     -- $14.3 million class D at 'A';
     -- $9.6 million class E at 'A-';
     -- $9.6 million class F at 'BBB+';
     -- $8.4 million class G at 'BBB';
     -- $10.7 million class H at 'BBB-';
     -- $3.6 million class J at 'BB+';
     -- $4.8 million class K at 'BB';
     -- $4.8 million class L at 'BB-';
     -- $2.4 million class M at 'B+';
     -- $2.4 million class N at 'B';
     -- $2.4 million class P at 'B-'.

Fitch does not rate the $10.7 million class Q.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2005
distribution date, the pool has paid down 1.2% to $943.1 million
from $954.9 million at issuance.

Two loans maintain investment grade credit assessments: Shell
Plaza at 14% and the GIC Office Portfolio at 9%.

Shell Plaza is secured by two office buildings in Houston, Texas,
totaling 1.8 million square feet.  The total debt consists of an A
note, a B note, and a mezzanine piece.  Only the A note is
included in the trust.  As of the trailing 12 months ending March
2005, the Fitch stressed debt service coverage ratio was unchanged
from issuance at 2.10 times.  Occupancy as of June 2005 remained
strong at 96%.

The GIC Office Portfolio is secured by 12 office buildings located
across seven states, totaling 6.4 million feet.  The total debt
consists of six pari passu A notes, a $125 million B note, and a
$75 million mezzanine piece.  Only the $85 million A-2C note is
included in the trust.  For year-end 2004, the Fitch stressed DSCR
for the A note slightly increased to 1.61x compared with 1.59x at
issuance.  Occupancy remained strong at 90.1%.

To date, there have been no realized losses and no delinquent or
specially serviced loans.


BIRCH TELECOM: Wants Until April 9 to Make Lease-Related Decisions
------------------------------------------------------------------
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for an extension of
their time to decide whether to assume, assume and assign, or
reject non-residential real property leases pursuant to Section
365(d)(4) of the Bankruptcy Code.  The Debtors want their decision
period extended to the earliest of April 9, 2006, and the date on
which a chapter 11 is confirmed.

The Debtors tell the Court they are parties to 30 unexpired
leases, the majority of which are used as corporate offices,
warehouse and sales locations.  The leased facilities are critical
components of their restructuring and ongoing business operations,
the Debtors say.

The Debtors believe they will assume most of the leases.  Some
leases may not prove useful in the Debtors' reorganization and
others may yield value to the estates through assignment to third
parties.  Until they have sufficient time to review the merits of
each lease, the Debtors won't be able to determine which lease
should be assumed, assigned or rejected.

The Court will convene a hearing on October 27 at 11:00 a.m. to
consider the Debtors' request.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- owns and operates an
integrated voice and data network, and offers a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


CABLE & WIRELESS: Fitch Retains Long Term Rating at BB+
-------------------------------------------------------
Fitch Ratings affirmed Cable & Wireless' ratings at Long-term
'BB+' with Stable Outlook and Short-term 'B'.  The ratings reflect
a balanced assessment of the financial strength provided by the
national telco business, the group's continuing significant net
cash position, and the progress made in stabilizing the UK
operations.

Management has taken steps to refocus the group, including a
withdrawal from the US and an emphasis on improving margins in the
important UK market.  The acquisition of Energis is expected to
significantly boost the company's leading alternative operator
position in the UK, while the stronger margins reported by Energis
should contribute to further margin gains in the UK.  The group
nonetheless continues to face revenue pressure in the UK --
highlighted in the company's recent half-year trading update,
while its national telco business faces ongoing pressure from
market liberalization and competition.

The Stable Outlook reflects the degree to which management has
improved profitability in the UK and the healthy cash flows
generated by the national telco business.  Adjusting for the
Energis deal C&W will remain in a net cash position with the
company continuing to enjoy a degree of financial flexibility not
available to many of its competitors.  It remains the case that
there is too much capacity in the UK fixed-line telecom markets,
with further consolidation yet possible.

Some two and a half years into its three-year turnaround plan,
management has made considerable progress in improving C&W's
financial profile.  The heavily loss-making US operations were
divested in early 2004, with exit costs of less than GBP300
million well within analysts' fears, while profitability in the UK
operations has tangibly improved.

Management has also moved to consolidate the UK business,
acquiring UK local loop unbundler, Bulldog Communications in April
2004, and more recently announced the acquisition of UK altnet,
Energis.  While the Bulldog transaction was small, it signals a
return to the UK residential/SME market where the company believes
it can leverage the scale of its UK network.

Energis is a more transformational deal, significantly boosting
the company's market position in the UK business and wholesale
carrier segments, while the higher margins earned by Energis,
along with identified synergies, should combine to improve the
overall profitability of the UK business.

While the Energis deal for GBP594m in cash and further
performance-related payments of up to GBP80m over the next three
years will consume a sizeable slice of C&W's cash pile, Fitch
regards this transaction as broadly positive.  The transaction is
expected to be earnings accretive in year one and significantly
boosts the company's market position in the UK.  While competition
in the UK remains fierce, the prospects for the company's long-
term survival in this market are strengthened by this transaction,
while Energis-adjusted leverage remains acceptable for the rating
level.

C&W exhibits a healthy cash position and conservative funding
structure, reflecting its divestment programme over recent years.
As at March 2005 the company had cash of approximately GBP2.2
billion and debt of GBP824m. Fitch estimates pro-forma net cash of
around GBP676m following the Energis deal and a lease-adjusted
leverage of 0.30x.

Some of Cable & Wireless' securities trade in the United States
and the Company delivers periodic disclosures to the Securities
and Exchange Commission.  Cable & Wireless' SEC filings are
available for free at http://researcharchives.com/t/s?e7


CEDRIC KUSHNER: Posts $1.6 Mil Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Cedric Kushner Promotions Inc. delivered its financial results for
the quarter ended June 30, 2005, to the Securities and Exchange
Commission on Oct. 6, 2005.

For the three months ended June 30, 2005, Cedric Kushner reports a
$1,653,509 net loss on $226,691 of revenues compared to a
$4,826,241 net loss on $488,420 of revenues for the same period in
2004.

Revenues of decreased by $261,729, or 54%, to $226,691 for the
three months ended June 30, 2005 from $488,420 for the same period
in the prior year.   The Company attributes the lower revenues to
a decrease in boxing promotion income of approximately $166,742
and a decrease in media income of approximately $94,987.

The Company's balance sheet showed $4,518,870 of assets at June
30, 2005, and liabilities totaling $12,890,800.  In addition, the
Company had a working capital deficiency of $8,223,835 and a
stockholders' deficit of $12,026,906 at June 30, 2005.

                          Defaults

As of June 30, 2005, the Company is in default on several notes
and loans payable totaling $2,870,000.  Management says that a
failure to cure these defaults will significantly impede the
Company's ability to raise additional funds and could result in
the Company having to curtail or cease operations.

                     Going Concern Doubt

Wolinetz, Lafazan & Company, PC, expressed substantial doubt about
Cedric Kushner's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's significant operating losses in 2004 and 2003 and its
working capital deficit at Dec. 31, 2004.

Rosenberg, Rich, Baker, Berman & Company replaced Wolinetz Lafazan
as the Company's independent certified public accountant on
Sept. 21, 2005.

                    About Cedric Kushner

Cedric Kushner has three reportable segments: boxing promotions,
media, and entertainment.  The boxing promotions segment produces
boxing events and promotes professional boxers.  The media
segment, consisting primarily of the Big Content subsidiary and
its ThunderBox subsidiary, manages the creation, distribution, and
maintenance of all sports media holdings, including the Company's
media library of videotaped boxing events.  The entertainment
segment will produce or co-produce films, television programming
and other video products.

On January 12, 2005, the Company formed two new wholly owned
subsidiaries, Ckrush Sports, Inc., and Ckrush, Inc.  Sports will
focus primarily on the boxing sector of the Company, while Ckrush
will serve as the ultimate holding Company for the various Ckrush
subsidiaries that have been set up as a result of the Company's
diversification strategy.


CENTRAL PARKING: Projects 4.8M Share Buy-Back for $74.4 Million
---------------------------------------------------------------
Central Parking Corporation (NYSE: CPC) reported the preliminary
results of its modified "Dutch Auction" tender offer, which
expired at 12:00 midnight, New York City time, on October 14,
2005.  In the tender offer, the Company offered to purchase up to
4.4 million shares of its common stock at a price that was not
greater than $16.00 nor less than $14.00 per share.

The Company expects to accept for purchase 4,800,000 shares at a
purchase price of $15.50 per share, for a total cost of
approximately $74.4 million.  Based on the preliminary count by
SunTrust Bank, the depositary for the tender offer, 4,859,674
shares of common stock, including 1,993,884 shares that were
tendered through notice of guaranteed delivery, were properly
tendered and not withdrawn at prices at or below $15.50 per share.
Of the 4,800,000 shares to be purchased, 400,000 shares will be
purchased in accordance with the Company's right, under the terms
of the tender offer, to acquire a limited number of additional
shares without extending the offer.

Because the number of shares of common stock tendered at or below
$15.50 per share exceeds the number of shares that the Company
intends to purchase, the resulting estimated proration factor is
approximately 98.8% of the shares of common stock tendered.  The
shares of common stock expected to be purchased represent
approximately 13.0% of Central Parking's 36,784,155 shares of
common stock issued and outstanding as of October 14, 2005.

As a result of the completion of the tender offer, immediately
following payment for the tendered shares of common stock, the
Company expects that approximately 31,984,155 shares of common
stock will be issued and outstanding.  As previously announced,
Central Parking will fund the payment for the shares of common
stock validly tendered and accepted under the tender offer from
borrowings of approximately $74.4 million provided through the
revolving loan under its credit facility.

The number of shares tendered and not withdrawn, the proration
factor, and the purchase price per share are preliminary and are
subject to verification by SunTrust Bank.  The actual number of
shares validly tendered and not withdrawn, the final proration
factor, and the final purchase price per share will be announced
promptly following completion of the verification process.
Promptly after such announcement, the depositary will issue
payment for the shares validly tendered and accepted under the
tender offer and will return all other shares tendered and not
accepted for purchase.

The dealer manager for the tender offer is Banc of America
Securities LLC, and the information agent is D.F. King & Co., Inc.
The depositary is SunTrust Bank.

Headquartered in Nashville, Tennessee, Central Parking Corporation
is a leading global provider of parking and transportation
management services.  As of June 30, 2005, the Company
operated more than 3,400 parking facilities containing more
than 1.5 million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of
Ireland, Mexico, Chile, Peru, Colombia, Venezuela, Germany,
Switzerland, Poland, Spain, Greece and Italy.


CERBERUS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cerberus Holdings, Inc.
        d/b/a Hollis & Knight, Ltd.
        10302 Bristolwood Court
        Laurel, Maryland 20708

Bankruptcy Case No.: 05-41635

Type of Business: The Debtor sells home furnishings, floor
                  coverings and accessories.

Chapter 11 Petition Date: October 15, 2005

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, Maryland 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: Not provided

Estimated Debts:  $100,000 to $500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Georgetown Renaisance                           $199,170
   P.O. Box 890045
   Charlotte, NC 28289

   Mitchell Gold (Madison South)                    $15,930
   P.O. Box 31307
   Charlotte, NC 28231

   E J Victor/Pride Sasser                          $14,346
   Depatrment #74
   P.O. Box 1070
   Charlotte, NC 28201

   Oly                                               $9,953

   Polidor                                           $9,051

   Bashian Brothers                                  $8,275

   Interlude Home, Inc.                              $7,437

   Jeffrey Riley                                     $6,776

   Tozai Home/Two Co                                 $6,747

   Tom Killeen                                       $6,530

   Atlantic Media Affiliates, Inc.                   $5,657

   Florence Manslyn                                  $5,640

   Ginger & John Laytham                             $5,633

   Hachette Flipacchi Media                          $5,200

   Deborah Kernan                                    $5,000

   Lori Graham                                       $4,543

   Flambro Imports                                   $3,946

   Nanci & Jay Weschier                              $3,598

   Martha Marmo-Fernandes                            $3,576

   Jaimie Young                                      $2,990


CHARLES D. PARRISH: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Charles Daniel Parrish
        29362 North Hawthorne Lane
        Libertyville, Illinois 60048-1695

Bankruptcy Case No.: 05-55780

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Allen J. Guon, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Tow
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 541-0151
                  Fax: (312) 980-3888

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Bank of Waukegan                 Loan Guaranty        $5,203,393
1601 North Lewis Avenue
Waukegan, IL 60079-1761

Gurnee Mills Limited             Lease Guaranty       $5,136,086
Partnership
The Mill Corporation
1300 Wilson Boulevard
Suite 400
Arlington, VA 22209-2307


CHARLES E. PARRISH: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Charles Edward Parrish
        38677 North Gilbert Avenue
        Beach Park, Illinois 60099-3857

Bankruptcy Case No.: 05-55889

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Allen J. Guon, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Tow
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 541-0151
                  Fax: (312) 980-3888

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Bank of Waukegan                 Loan Guaranty        $5,203,393
1601 North Lewis Avenue
Waukegan, IL 60079-1761

Gurnee Mills Limited             Lease Guaranty       $5,136,086
Partnership
The Mill Corporation
1300 Wilson Boulevard
Suite 400
Arlington, VA 22209-2307


CHOCTAW TRANSPORT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Choctaw Transport, Inc.
        P.O. Box 10548
        Prichard, Alabama 36610

Bankruptcy Case No.: 05-17101

Type of Business: The Debtor is a trucking company.

Chapter 11 Petition Date: October 15, 2005

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  Irvin Grodsky, P.C.
                  P.O. Box 3123
                  Mobile, Alabama 36652-3123
                  Tel: (251) 433-3657
                  Fax: (251) 433-3670

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CITGO PETROLEUM: Fitch Rates Proposed $1.85 Billion Loans at BB+
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CITGO Petroleum
Corporation's proposed $1.15 billion senior secured revolving
credit facility maturing in 2010 and $700 million secured term-
loan B maturing in 2012.

CITGO will be using proceeds from the new term-loan B and cash on
hand to refinance the company's existing senior unsecured notes,
which totaled $593 million on June 30, 2005.

CITGO's industrial revenue bonds amounting $539 million on
June 30, 2005 will remain outstanding.  The company's fixed-rate
IRBs, $147 million of the total IRBs, will become secured and rank
pari pasu with the new credit facilities and will also be rated
'BB+'.  The variable-rate IRBs, totaling the balance of
$392 million on June 30, 2005, will be supported by letters of
credit under the company's new credit facilities and are not rated
by Fitch.

Upon completion of the refinancing, CITGO's issuer default rating
will be lowered to 'BB-' from 'BB'.  The Rating Outlook for
CITGO's debt will remain Stable.

CITGO's new credit facilities will be secured by the company's
current assets -- accounts receivable and inventories -- as well
as the Lake Charles, Louisiana, and Corpus Christi, Texas,
refineries.  Covenants will include a maximum debt to
capitalization of 55% and a minimum EBITDA-to-interest coverage of
3.00 to 1.00.  There will also be a carve-out to allow for
additional debt totaling the greater of $200 million or 10% of
CITGO's net worth, as well as a $250 million accounts receivable
securitization program.

Fitch's primary concern with the refinancing is that CITGO's
ultimate parent, the Bolivarian Republic of Venezuela -- long-term
foreign currency rating of 'B+' by Fitch -- will have
significantly increased flexibility to upstream cash from CITGO in
the form of distributions.

The relaxed dividend basket will allow for distributing 100% of
net income beginning Jan. 1, 2005 plus a beginning basket of
$131 million.  This beginning basket represents net income from
2004 that has been distributed in 2005.  Distributions are
currently limited to a basket of 50% of net income beginning
Jan. 1, 2003, free cash flow during the most recent four quarters,
and a post-distribution liquidity requirement of $250 million.
The free cash flow and liquidity requirements will be removed.
Fitch is assuming that going forward, all excess cash beyond
capital expenditures will be upstreamed to Venezuela.  CITGO paid
$612 million in distributions during the 12 months ending
June 30, 2005.

Venezuela will also be allowed to upstream gross proceeds of up to
$3 billion of asset sales by CITGO, including inventories
associated with the asset sales, but excluding the Lake Charles
and Corpus Christi refineries.  The asset sales can take place at
any time during the life of the revolver and/or the term loan.

While the value of the working capital as well as the Lake Charles
and Corpus Christi refineries provide significant collateral
coverage for the secured lenders, CITGO's ratings are also
supported by the company's overall diverse and complex refining
base with a total crude capacity of 970,000 barrels per day.  The
$3 billion asset sale option also increases the concerns with
Venezuela's long-term strategy for CITGO.  Given the strategic
importance of CITGO to Venezuela and the strong refining margin
environment, Fitch has assumed that there will be no major asset
sales in the current ratings.

CITGO's ratings continue to be supported by the improvements made
to the company's balance sheet including the refinancing of the
$550 million of 11-3/8% notes.  Post the current refinancing,
CITGO will have approximately $1.3 billion of balance sheet debt
outstanding.  Liquidity is expected to be near $900 million --
excluding the company's receivable securitization program.  As
noted, CITGO's refineries have also been upgraded over the past
several years to process a high percentage of heavy sour crude,
primarily from Venezuela.  Heavy crudes sell at a 25% to 30%
discount to lighter crudes such as the benchmarks West Texas
Intermediate and Brent.  CITGO's discounts, however, are limited
somewhat by the crude contracts with Venezuela, which account for
approximately 50% of CITGO's crude throughput.  As the largest
recipient of Venezuelan crude exports, CITGO remains a very
critical piece of Venezuela's integrated oil strategy.

In addition to the Venezuelan-related concerns, CITGO remains
subject to other industry-wide risks as well.  The company is
making significant investments to meet ongoing regulations
including the low-sulfur gasoline and on-road distillate
regulations as well as its recent consent decrees to reduce
emissions from its refineries.

A key risk is that CITGO is postponing the on-road diesel
expenditures at its Corpus Christi refinery and will not complete
the upgrades to Lemont until after the 2006 deadline.  The company
anticipates the U.S. to have excess on-road diesel production, and
in response, CITGO plans to sell its production from the two
refineries into the off-road, higher sulfur diesel markets.  Of
note is that Fitch expects the two refineries to produce low-
sulfur distillate to meet the off-road low-sulfur-distillate
specifications, most likely to be required by 2010.

The company also remains subject to both planned and unplanned
shutdowns of its refineries.  Lake Charles was shut down due to
hurricane Rita and was slow to restart until power was restored.
Difficulties bringing the Lyondell-CITGO refinery in Houston back
to full rates following Rita will potentially keep throughput
reduced at the plant for several weeks.

CITGO is one of the largest independent crude oil refiners in the
U.S., with three modern, highly complex crude oil refineries and
two asphalt refineries.  With the expansion of the Lake Charles
refinery to 425,000 bpd of capacity, CITGO now owns 970,000 bpd of
crude refining capacity, including the company's 41.25% interest
in LYONDELL-CITGO Refining L.P. or LCR.  LCR owns and operates a
265,000-bpd crude oil refinery in Houston, Texas.  CITGO branded
fuels are marketed through more than 13,000 independently owned
and operated retail sites.  CITGO is owned by PDV America, an
indirect, wholly owned subsidiary of Petroleos de Venezuela S.A.,
the state-owned oil company of Venezuela.  The Fitch long-term
foreign currency rating of both PDVSA and Venezuela is 'B+', with
a Stable Outlook.


CONCRETE MASTERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Concrete Masters, L.L.C.
        P.O. Box 1808
        Clinton, Louisiana 70722

Bankruptcy Case No.: 05-14671

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Gary K. McKenzie, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, Louisiana 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Feliciana Bank                                  $227,924
   P.O. Box 247
   Clinton, LA 70722

   LaFarge                                         $184,693
   P.O. Box 102420
   Atlanta, GA 30368

   Baker Ready Mix                                 $173,754
   2800 Frenchmen Street
   New Orleans, LA 70122

   American Express                                 $60,976

   Authement's Concrete Cutting, LLC                $41,234

   Artis Steel & Concrete Co                        $39,770

   Franklin Fabrication Services                    $23,131

   Scottsdale Insurance                             $12,900

   United Rental                                    $12,182

   Cajun Concrete                                   $11,707

   Sun Belt Rentals                                 $11,698

   Industrial Applications                          $11,375

   Holiday Inn                                      $11,191

   BSC Building                                      $9,979

   Super & Motel                                     $9,125

   AIG                                               $6,888

   Perrault's Trucking & Dirt                        $6,612

   Contractors Supply & Equipment (S&E)              $6,588

   RAM Tools                                         $6,500

   Vairin Construction                               $5,885


CORPORATE OCCUPATIONAL: Case Summary & 19 Largest Creditors
-----------------------------------------------------------
Debtor: Corporate Occupational Health Services, LLC
        33800 Groesbeck Highway
        Clinton Township, Michigan 48035

Bankruptcy Case No.: 05-83452

Type of Business: The Debtor offers primary care medical
                  services for on-the-job injuries, physical
                  examinations and drug screening.

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Michael A. Greiner, Esq.
                  Financial Law Group, P.C.
                  29405 Hoover
                  Warren, Michigan 49093
                  Tel: (586) 693-2000

Total Assets: $229,637

Total Debts:  $1,562,710

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Priority Staffing                                       $273,281
35494 Groesbeck Highway
Clinton Township, MI 48035

Elizabeth Slinde                                        $251,337
26740 Roberta
Roseville, MI 48066

Mark Dardzinski                                         $226,000
2820 West Maple Road
Troy, MI 48084

Quest Diagnostics                                       $221,792

Mark Dardzinski               General accounts          $200,000
                              receivable
                              Location: 33800
                              Groesbeck Highway,
                              Clinton Township, MI
                              Value of security:
                              $197,737
                              Senior lien:
                              $62,500

Four D Pharmacy                                          $57,138

Internal Revenue Service                                 $56,000

Earl, Earl & Rose             General accounts           $40,000
                              receivable
                              Location: 33800
                              Groesbeck Highway,
                              Clinton Township, MI
                              Value of security:
                              $197,737
                              Senior lien:
                              $262,500

Caligor                                                  $38,089

Southwood Pharmaceuticals                                 $9,537

Progressive Floor Care                                    $5,620

Detroit Pencil Company                                    $5,035

Dale Office Products                                      $4,377

Jerome-Duncan Ford                                        $4,250

Accunet Business Systems                                  $3,411

Malear, Depape & Associates                               $3,274

Tri-County Radiologists                                   $2,882

Ford Credit Union                                         $2,868

SBC                                                       $2,697


COTTAGE GROVE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Cottage Grove Nursing Home, LLP
        1116 Forest Avenue
        Jackson, Mississippi 39206

Bankruptcy Case No.: 05-06390

Type of Business: The Debtor is a long term nursing facility.

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  P.O. Box 1177
                  Jackson, Mississippi 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


CROWN HOLDINGS: Sells Plastic Closures Unit to PAI for $750-Mil
---------------------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK), has completed the previously
announced sale of its Global Plastic Closures business to an
affiliate of PAI Partners, a European private equity firm, for an
aggregate purchase price of approximately $750 million, which
includes the assumption of certain liabilities.

Net cash proceeds from the sale were approximately $690 million,
which is subject to final working capital, net debt and certain
other adjustments.  Crown expects to use the net proceeds of the
sale for general corporate purposes including the repayment of
debt.

Crown Holdings, Inc., through its affiliated companies, is a
leading supplier of packaging products to consumer marketing
companies around the world.  World headquarters are located in
Philadelphia, Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Moody's Investors Service changed the ratings outlook for Crown
Holdings and its rated operating subsidiaries to positive from
stable reflecting the consistency of cumulative improvements in
financial and operating performance as the company has been
benefiting from realized working capital and efficiency gains,
effective price increases mitigating higher input costs, and
strategic leveraging of its global operations.

The ratings for Crown and its subsidiaries are:

   -- Ba3 rating for the $500 million first lien credit facility
      consisting of a $400 million revolver and a $100 million US
      letter of credit facility

   -- Ba3 rating for approximately Euro 460 million ($565 million
      equivalent) 6.25% first lien notes, due 2011, issued by
      Crown European Holdings, S.A.

   -- B1 rating for the $1.4 billion second lien notes, due 2011,
      issued by European Holdings

   -- B2 rating for the $725 million third lien notes, due 2013,
      issued by European Holdings

   -- B3 rating for the $700 million senior unsecured notes, due
      2023 - 2096, issued by Crown Cork & Seal Company, Inc.

   -- B3 rating for the $200 million (net of buybacks) senior
      unsecured notes, due 2006 issued by Finance PLC

   -- B2 senior implied rating at Crown Cork & Seal Company, Inc.

   -- SGL-1 Speculative Grade Liquidity Rating at Crown

   -- Caa1 senior unsecured issuer rating (non-guaranteed
      exposure) at Crown Cork & Seal Company, Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit and 'BB-' bank loan ratings.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 16, 2005.
The CreditWatch listing followed the company's announcement that
it had engaged Morgan Stanley to assist in pursuing various
strategic alternatives, including the possible sale or
recapitalization of the company.  The CreditWatch listing also
reflected Standard & Poor's concern over management turnover
following the resignation of the company's former Chief Financial
Officer.

S&P said the outlook is negative.  Total debt outstanding as of
June 30, 2005, was $245 million, excluding operating leases.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Broomfield, Colorado-based Ball Corp.'s proposed
$1.475 billion senior secured credit facilities, based on
preliminary terms and conditions.

Standard & Poor's also said that it affirmed its 'BB+' corporate
credit rating on the company.  S&P said the outlook is positive.


DEL LABORATORIES: S&P Places B Rating on $185MM Senior Sec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and a
recovery rating of '2' to Del Laboratories Inc.'s proposed
$185 million senior secured note offering due 2011.  The ratings
indicate an expectation of a substantial recovery of principal in
the event of a payment default.  Standard & Poor's also affirmed
its existing ratings on Del, including the 'B' corporate credit
rating.  The outlook is negative.  About $387 million of pro forma
debt is affected by this action.

The planned senior secured note offering and $75 million asset-
based revolving credit facility maturing in 2010 will be used to
refinance the company's existing credit facility.  This will
provide Del with additional liquidity by increasing the revolving
credit facility to $75 million from $50 million and removing the
financial covenants on the company's existing credit facility.
The notes will be secured by a second-priority lien on accounts
receivable and inventory, and a first-priority lien on
substantially all other assets.

"The company's operations have faced significant challenges as it
has grappled with increased sales returns and inefficiencies
relating to its outsourcing initiatives in 2005," said Standard &
Poor's credit analyst Patrick Jeffrey.

Debt leverage continues to exceed 6x, well above the 5.3x level
assumed for the ratings.  Also, Del has minimal cushion under the
covenant structure of its existing bank facility.  Should the
planned transaction not be completed and third-quarter financial
covenants either be violated or have minimal cushion, the ratings
could be lowered to the 'CCC' category.

The ratings reflect Uniondale, N.Y.-based Del's high leverage as a
result of its acquisition by Kelso & Co. in January 2005, and the
company's challenges in achieving planned operating initiatives.
Also, despite owning the leading consumer brands in both nail care
and oral analgesics, the company has a narrow product focus and
limited geographic diversity, with 86% of its sales derived in the
U.S.

About 80% of Del's sales are in cosmetics, primarily in nail care.
The company has a leadership position in the relatively small nail
care segment, primarily through its well-established Sally Hansen
brand.  Although the company has gained market share in its nail
care business in recent years, it competes with larger competitors
such as Procter & Gamble Co. and L'Or,al.  As a result, Del's
sales and earnings could be significantly affected by aggressive
competitor activity to gain market share in this category.  Growth
in the mass-market cosmetics sector is expected to remain
challenging in the near-to-intermediate term, which could affect
Del's ability to expand sales.

About 20% of Del's sales are in the over-the-counter
pharmaceutical market, primarily through its Orajel brand of oral
analgesic products.  The company maintains a leadership position
in this segment as well, but it competes with larger
pharmaceutical companies, such as Wyeth Consumer Healthcare, which
manufactures and markets Anbesol in this segment.

In connection with the acquisition, the company has implemented
initiatives that could result over time in more than $20 million
of cost savings.  However, increased returns and inefficient
execution of outsourcing initiatives have resulted in EBITDA
levels well below those expected for fiscal 2005.  Recent
management changes, including a new CEO and the hiring of
management consulting firm Synergetics Installations Worldwide,
are expected to increase focus on achieving cost savings and
improving operating efficiencies over the near term.


DELPHI CORP: Final DIP Financing Hearing Scheduled on October 27
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 13, 2005, the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York entered an
Interim DIP Financing Order on Oct. 12, 2005, whereby he allowed
Delphi Corporation and its debtor-affiliates to borrow up to
$950,000,000 under a $2 billion financing package.

The Court authorized the Debtors to incur overdrafts and related
liabilities arising from treasury, depository and cash management
services, or in connection with any automated clearing house fund
transfers, provided to or for the benefit of the Debtors by
JPMorgan Chase Bank, N.A., Citicorp USA, Inc., any other DIP
Lender or any of their affiliates.

JPMorgan or Citicorp or any other parties are not required to
incur overdrafts, or to provide any of the services or functions,
to the Debtors.

Judge Drain emphasized that no borrowings may be used to:

    (a) object, contest or raise any defense to, the validity,
        perfection, priority, extent or enforceability of any
        amount due under the DIP Documents or the Existing
        Agreements;

    (b) assert any claims and defenses or any other causes of
        action against the DIP Agent, the DIP Lenders, the
        Prepetition Agent or the Prepetition Secured Lenders or
        their agents, affiliates, representatives, attorneys or
        advisors;

    (c) prevent, hinder or otherwise delay the DIP Agent's or the
        Prepetition Agent's assertion, enforcement or realization
        on the Cash Collateral in accordance with the DIP
        Documents and the Existing Agreements;

    (d) seek to modify any of the rights granted to the DIP Agent,
        the DIP Lenders, the Prepetition Agent or the Prepetition
        Secured Lenders under the DIP Documents or the Existing
        Agreements, in each of the Debtors' Chapter 11 cases
        without the parties' prior consent; or

    (e) pay any amount on account of any claims arising prior to
        the Petition Date unless those payments are approved by
        Court order and are in accordance with the DIP Credit
        Agreement or otherwise approved by the DIP Agent in its
        sole discretion;

provided that any statutory committee appointed by the U.S.
Trustee will be limited to $250,000, in the aggregate, to perform
the investigations contemplated.

Judge Drain also directs JPMorgan, as Collateral Agent under the
Existing Agreements, to distribute any proceeds recovered or
received, first, for the benefit of the DIP Lenders in accordance
with the DIP Credit Agreement, and second, subsequent to
indefeasible payment in full of all DIP Obligations, for the
benefit of the Prepetition Secured Lenders under the Existing
Agreements.

A full-text copy of the Interim DIP Financing Order is available
for free at:

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

Judge Drain will convene a Final DIP Financing Hearing on
October 27, 2005, at 10:00 a.m. in New York.

Objections, if any, must be filed and served on:

    Counsel for the Debtors:

          John Wm. Butler, Jr., Esq.
          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          333 West Wacker Drive
          Chicago, Illinois 60606

               - and -

          Douglas P. Bartner, Esq.
          SHEARMAN & STERLING LLP
          599 Lexington Avenue
          New York, New York 10022

    Counsel for the DIP Revolving Credit Agent and
    the Joint Lead Arrangers:

          Donald S. Bernstein, Esq.
          DAVIS POLK & WARDWELL
          450 Lexington Avenue
          New York, NY 10017

    Counsel for the Prepetition Agent:

          Kenneth S. Ziman, Esq.
          Robert H. Trust, Esq.
          SIMPSON THACHER & BARTLETT LLP
          425 Lexington Avenue
          New York, New York 10017

    The United States Trustee:

          Alicia M. Leonhard, Esq.
          OFFICE OF THE U.S. TRUSTEE
          33 Whitehall Street, 21st Floor
          New York, NY 10004

so as to be RECEIVED no later than October 20, 2005.

Headquartered in Troy, Michigan, Delphi Corporation --
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. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Has Until January 22 to file Schedules and Statements
------------------------------------------------------------------
Section 521 of the Bankruptcy Code and Rule 1007(c) of the
Federal Rules of Bankruptcy Procedure requires Delphi Corporation
and its debtor-affiliates within 15 days after the Petition Date,
to file with the Bankruptcy Court:

    (a) a schedule of their assets, liabilities, and executory
        contracts and unexpired leases;

    (b) a statement of their financial affairs; and

    (c) a list of their equity security holders.

John Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, notes that the Debtors have tens of
thousands of creditors and other parties-in-interest, many of
which have not yet submitted prepetition invoices that are to be
entered into the Debtors' financial systems.

"Although the Debtors have commenced the task of gathering the
necessary information to prepare and finalize what will be
voluminous Schedules and Statements, it would be virtually
impossible for the Debtors to complete and file such Schedules
and Statements within the 15-day period after the Petition Date
that is provided by Bankruptcy Rule 1007(c)," Mr. Butler
explains.

At the Debtors' behest, the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York extends the
deadline by which the Debtors must file their Schedules and
Statements to January 22, 2006.

Headquartered in Troy, Michigan, Delphi Corporation --
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. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Court Approves Rothschild Inc. as Financial Advisors
-----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Rothschild, Inc., as their financial advisor and
investment banker with regard to certain restructuring matters,
effective as of the Petition Date.

The Debtors relate that Rothschild is a member of one of the
world's leading independent investment banking groups, with
expertise in domestic and cross-border mergers and acquisitions,
restructurings, privatization advice, and other financial
advisory services, and with particular experience in providing
high-quality investment banking and financial advisory services
to financially troubled companies.

Rothschild, a member of the National Association of Securities
Dealers and the Securities Investors Protection Corporation, is a
private firm with approximately 250 employees in the United States
that maintains offices in New York and Washington, D.C.

According to the Debtors, Rothschild and its professionals have
extensive experience working with financially troubled companies
from a variety of industries in complex financial restructurings,
both out-of-court and in Chapter 11 cases.  Rothschild's business
reorganization professionals have served as financial and
strategic advisors for debtors, creditors, and other constituents
in numerous Chapter 11 cases.

Pursuant to an Engagement Letter dated as of May 1, 2005,
Rothschild has provided services to the Debtors in connection
with their restructuring efforts.  The firm was initially
retained together with Rotahyn Associates LLC as its co-advisor
to assist and advise the Debtors in evaluating strategic
alternatives and their implementation pursuant to the terms of
the Engagement Letter.  The Engagement Letter contemplated that
the Debtors would pay all compensation accruing to Rothschild,
and that Rothschild and Rohatyn would apportion the compensation
between them pursuant to a separate agreement.

Consistent with its primary expertise, Rohatyn focused its
efforts on the evaluation of proposals from private equity firms
for an out-of-court investment in the Debtors.  Rohatyn led due
diligence efforts for several private equity firms and
participated in meetings and negotiations.

The parties agreed that Rohatyn would discontinue the engagement,
and that Rothschild would assume all duties under the Engagement
Letter as sole financial advisor and investment banker to the
Debtors, in the event the Debtors decided to commence bankruptcy
cases to pursue a restructuring.

Thus, by mutual agreement, the Debtors, Rothschild and Rohatyn
amended the Engagement Letter to reflect Rohatyn's withdrawal and
the termination of its duties, effective as of October 2, 2005.
Rothschild has agreed to assume those duties as sole financial
advisor and investment banker under the Engagement Letter.

Specifically, Rothschild will:

    (a) identify, review, evaluate, and initiate potential
        M&A Transactions, New Capital Raises, or other
        transactions;

    (b) review and analyze the Debtors' assets and their operating
        and financial strategies;

    (c) assist the Debtors in developing and evaluating a range of
        strategic alternatives to restructure their legacy
        liabilities, including their current labor costs,
        liabilities for pension, and other post-employment
        benefits;

    (d) review and analyze the business plans and financial
        projections prepared by the Debtors including, but not
        limited to, testing assumptions and comparing those
        assumptions to historical company and industry trends;

    (e) evaluate the Debtors' debt capacity in light of its
        projected cash flows and assist in the determination of an
        appropriate capital structure for them;

    (f) assist the Debtors and their professionals in reviewing
        and evaluating the terms of any proposed M&A Transaction,
        New Capital Raise, or other transaction in responding, and
        in developing and evaluating alternative transaction
        proposals, whether in connection with a plan of
        reorganization of otherwise;

    (g) determine values and ranges of values for the Debtors and
        any securities that they offer or propose to offer in
        connection with any transaction;

    (h) review and analyze any proposals the Debtors receive from
        third parties in connection with any transaction,
        including any proposals for DIP financing;

    (i) assist or participate in negotiations with the parties-in-
        interest, including any current or prospective creditors
        or holders of equity in, or claimants, in connection with
        any transaction;

    (j) advise and attend meetings of the Debtors' Board of
        Directors, creditor groups, official constituencies, and
        other interested parties; and

    (k) if requested, participate in hearings before the Court and
        provide relevant testimony with respect to the matters
        described in the Engagement Letter and with respect to
        issues arising in connection with any proposed plan of
        reorganization.

During the one-year period preceding the Petition Date, the
Debtors paid Rothschild $1,590,534 for services rendered pursuant
to the Engagement Letter and expenses incurred.  In addition, the
Debtors provided Rothschild with a $250,000 retainer to be
applied against the firm's fees and expenses.

Under the Engagement Letter, Rothschild will also be entitled to
receive:

    (1) A $250,000 per month cash advisory fee, payable in advance
        on the first day of each month.  The initial monthly fee
        will be pro-rated based in the commencement of services as
        of the Engagement Letter Date and will be due and payable
        by the Debtors on the execution of the Engagement Letter;

    (2) A $15 million completion fee, due and payable in cash on
        the earlier of:

          (i) the effective date of a plan of reorganization that
              provides for, pursuant to the terms of a binding
              written agreement, the consummation of a
              Transaction; or

         (ii) the closing of another transaction,

        provided that the firm has agreed to credit against the
        Completion Fee:

        -- 50% of any M&A Fees indefeasibly paid;

        -- 50% of any New Capital Fees indefeasibly paid; and

        to the extent not otherwise applied against the fees and
        expenses of Rothschild under the terms of the Engagement
        Letter, provided that the sum of the M&A Fee Credit and
        the New Capital Fee will not exceed the Completion Fee;

    (3) In case of any M&A Transaction for which Rothschild is
        designated by the Debtors as their primary advisor and
        investment banker and does not arise out of a transaction
        for which a Completion Fee is due, a fee equal to the
        product of (i) the Aggregate Consideration times (ii) the
        applicable M&A Fee Percentage, which M&A Fee will be due
        and payable in cash at closing;

    (4) A new capital fee equal to:

          (i) 1.0% of any senior a secured debt raised;

         (ii) 3.0% of the face amount of any junior secured or
              senior or subordinated unsecured debt raised; and

        (iii) 5.0% of any equity or hybrid capital raised,

        in each case, in which Rothschild is designated by the
        Debtors as their primary advisor and investment banker.

        The New Capital Fee will be due and payable in cash at the
        closing of any Capital Raise.  However, no New Capital Fee
        will become payable in respect of any new capital raised
        since the Debtors filed for bankruptcy;

    (5) An opinion fee, payable in cash upon notification to the
        Debtors that Rothschild is prepared to deliver its
        Opinion, in an amount to be negotiated in good faith at
        the time that Opinion is requested by the Debtors based in
        customary fees for those services;

    (6) Additional Fees on account of additional services not
        contemplated in the Engagement Letter that the Debtors
        request Rothschild to perform.  Those additional fees will
        be mutually agreed upon by Rothschild and the Debtors, in
        writing, in advance; and

    (7) Reimbursement for reasonable expenses that Rothschild
        incurred.

The Debtors will also indemnify and hold Rothschild harmless
against liabilities arising out of, or in connection with its
employment, except for any liability for losses, claims, damages,
or liabilities incurred by the Debtors that are finally
judicially determined by a court of competent jurisdiction to
have resulted primarily from the firm's bad faith, self-dealing,
breach of fiduciary duty, gross negligence, or willful
misconduct.

David L. Resnick, a managing director at Rothschild, assures the
Court that the firm has no connection with, and holds no
interests adverse to, the Debtors, their creditors, or any party-
in-interest in the matters for which it is to be employed.
Moreover, Rothschild is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                         *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorized the Debtors to employ Rothschild,
Inc., as their financial advisor and investment banker.
Rothschild will apply the unallocated portion of the $250,000
retainer, first, to unpaid prepetition fees and expenses, and
second, to Court-approved postpetition fees and expenses.

Headquartered in Troy, Michigan, Delphi Corporation --
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. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DENNY'S CORP: Settles Calif. Labor Litigation for $7.75 Million
---------------------------------------------------------------
Denny's Corporation and its subsidiary Denny's, Inc., finalized a
settlement, on October 7, 2005, with the Division of Labor
Standards Enforcement of the State of California's Department of
Industrial Relations regarding pending litigation between the
Company and the Department.

On September 24, 2002, the Department filed a complaint in the
Superior Court of California for the County of Alameda against the
Company alleging violation of California law regarding payment of
accrued vacation upon termination of employment.  The complaint
sought wage payments for employees who allegedly forfeited:

      * accrued vacation,
      * waiting time penalties,
      * interest,
      * injunctive relief, and
      * costs.

To avoid the time, expense and uncertainty of litigation of these
matters, the parties agreed to settle all disputes related to the
litigation pursuant to which Denny's has agreed to pay a sum of
approximately $7,750,000 to former employees, payable in
installments of $3,500,000 on November 30, 2005 and approximately
$4,250,000 on January 6, 2006, in accordance with the Department's
instructions.

Through the second quarter of 2005, Denny's had accrued
$3 million of liabilities related to this litigation and,
accordingly, will take an additional $4.75 million charge to legal
settlement costs in the third quarter of 2005.  As a result of the
settlement, the action by the Department against the Company will
be dismissed with prejudice.

Denny's Corporation -- http://dennys.com/-- is America's largest
full-service family restaurant chain, consisting of 547 company-
owned units and 1,040 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

As of June 29, 2005, Denny's Corp.'s total liabilities exceed
total assets by $260,141,000.


DUESTERHAUS FERTILIZER: Case Summary & 38 Largest Creditors
-----------------------------------------------------------
Debtor: Duesterhaus Fertilizer, Inc.
        Front & Oak Streets
        Quincy, Illinois 62306

Bankruptcy Case No.: 05-77079

Type of Business: The Debtor is an agricultural chemical
                  dealer.  See http://www.dfiinc.net/

Chapter 11 Petition Date: October 14, 2005

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Jeffrey D. Richardson, Esq.
                  Tietz & Richardson
                  P.O. Box 1640
                  Decatur, Illinois 62525
                  Tel: (217) 425-1515

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 38 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Van Diest Supply Company                         $74,730
   P.O. Box 610
   Webster City, IA 50595

   Stine Seed Company                               $33,391
   2225 Laredo Trail
   Adel, IA 50003

   Ford Credit                                      $25,039
   P.O. box 152271
   Irving, TX 75015-2271

   Quincy Mack Trucks                               $21,079

   Louis Peters                                      $8,000

   Kdd Land Company                                  $7,099

   Auto Owners, Inc.                                 $6,996

   Joe Wanken Dupont                                 $5,780

   Adams County Treasurer                            $5,147

   Jennings Brothers                                 $5,059

   Venvertioh Brothers                               $4,163

   Curt Holtschlag Landscaping                       $3,786

   Quincy Broadcasting Company                       $3,650

   Kevin Borrowman Farms, Inc.                       $3,467

   Al Housinger                                      $3,453

   First Bankcard                                    $3,358

   Paul Duesterhaus                                  $2,889

   Lester Jennings                                   $2,845

   Mitchell Welsh                                    $2,804

   Mel Keller                                        $2,745

   Hydro Merschman LLC                               $2,651

   Control Solutions, Inc.                           $2,600

   Todd Mosier                                       $2,340

   Matt Kelsey                                       $2,338

   Don Housinger                                     $2,021

   United Suppliers, Inc.                            $1,828

   Traylor Chemical & Supply                         $1,712

   GMAC                                              $1,517

   Hatch Machine Co.                                 $1,508

   Paula Eller                                       $1,242

   Keller Grain & Feed, Inc.                         $1,239

   Francis Allen                                     $1,185

   SBC Ameritech                                       $776

   U.S. Cellular                                       $657

   Ifca                                                $244

   Pioneer Advertising                                 $168

   UPS                                                  $83

   McLeod USA                                           $27


DIAGNOSTIC IMAGING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Diagnostic Imaging Services, Inc.
        dba High Tech Medical Imaging
        dba High Tech Open MRI
        dba MRI Center at Good Shepherd Hospital
        dba Northwest Imaging Network
        18-2 East Dundee Road, Suite 100
        Barrington, Illinois 60010

Bankruptcy Case No.: 05-55604

Type of Business: The Debtor operates a medical imaging
                  center.

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Christopher M. Cahill, Esq.
                  Robert D. Nachman, Esq.
                  Schwartz, Cooper,
                  Greenberger & Krauss, Chartered
                  180 North LaSalle Street
                  Chicago, Illinois 60601
                  Tel: (312) 845-3043
                  Fax: (312) 264-2469

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Harris Bank Cary Grove           Loan                   $491,434
122 West Main Street
Cary, IL 60013

Quentin Road Partners, LLC       Lawsuit Judgment       $269,868
c/o GK Development, Inc.
303 East Main Street, #201
Barrington, IL 60010

Eastern Isotopes, Inc.           Trade Debt              $83,095
Attn: Mike Parisi                Medication
801 Forestwood Drive
Romeoville, IL 60446

Phillips Medical Systems         Trade Debt              $49,820
22100 Bothell Everett Highway    Equipment Service
Bothell, WA 98021-8431

Source One Healthcare Tech       Trade Debt              $39,512
P.O. Box 403209                  Medical Supplies
Atlanta, GA 30384-3209

Hospira Worldwide, Inc.          Trade Debt              $38,202
75 Remittance Drive, #6136       Medical Supplies
Chicago, IL 60675-6136

Caldwell, Berner & Caldwell      Trade Debt              $31,743
Attn: Sandra Kerrick             Legal
100 1/2 Cass Street
Woodstock, IL 60098

Law Offices of                   Trade Debt              $28,000
Richard L. Swedberg              Legal
Attn: Richard Swedberg
111 West Washington St., #1860
Chicago, IL 60602-2764

Thomas C. Seiwert                Trade Debt              $26,785
8700 Bryn Mawr Avenue, #800 S    Accounting
Chicago, IL 60631

Time Insurance Company           Trade Debt              $23,914
Attn: Premium Services           Employee Health
501 West Michigan                Insurance
Milwaukee, WI 53203

McKesson                         Trade Debt              $23,765
601 East Corporate Drive         Medical Supplies
Lewisville, TX 75057

DiMonte & Lizak, LLC             Trade Debt              $23,597
Attn: Ricardo DiMonte            Legal
215 West Higgins Road
Park Ridge, IL 60068

GE Healthcare                    Trade Debt              $23,072
945 North Edgewood Avenue, #A1   Medication
Wood Dale, IL 60191

Hitachi Medical Systems America  Trade Debt              $19,167
1959 Summit Commerce Park        Equipment Service
Twinsburg, OH 44087

MagnaServ, Inc.                  Operating PET           $17,000
Attn: Len Spooner                Agreement
2862 SE Monroe Street
Stuart, FL 34997

Phillips Medical                 Equipment Lease         $16,693
Financial Systems
1111 Old Eagle School Road
P.O. Box 6608
Wayne, PA 19087-8608

Cardiovascular Associates, SC    Trade Debt              $16,000
Attn: Cathleen Biga              Professional
900 South Frontage Road, #325    Services
Woodridge, IL 60517              Medical
                                 Supervision

CompuRay Medical Staffing, Inc.  Trade Debt              $13,804
201 East Army Trail Road #305    Tech Staffing
Bloomingdale, IL 60108

Wed MD Practice Services         Trade Debt              $13,020
4627 Collections Center Drive    Software
Chicago, IL 60693-0046           Maintenance

Banc of America Leasing          Equipment Lease         $11,946
Lease Admin Center
P.O. Box 371992
Pittsburgh, PA 15250-7992


DP 8 LLC: Vanderbilt Asks Court to Confirm Second Amended Plan
--------------------------------------------------------------
Vanderbilt Farms, LLC, a creditor in DP 8 LLC's chapter 11 case,
asks the U.S. Bankruptcy Court for the District of Arizona to
enter a summary judgment order confirming its Second Amended Plan
of Reorganization for the Debtor.

As reported in the Troubled Company Reporter, the Hon. George B.
Nielsen approved Vanderbilt's First Amended Plan of Reorganization
and allowed the creditor to solicit acceptances of that Plan.

The Debtor as well as Southwest Properties and Lobollanta Dairy
all filed objections to confirmation of the Plan.  Their
objections centered on Vanderbilt's classification of its
unsecured claim as a class separate from the general class of
unsecured claims.

The First Amended Plan proposed to pay Vanderbilt's unsecured
claim through an unsecured promissory note from the Debtor,
bearing below-market interest at 4%.  The note will mature two
years after plan confirmation or the sale of the property.

To address the objections and simplify the confirmation process,
Vanderbilt submitted a Second Amended Plan of Reorganization.  The
Second Amended Plan reclassifies Vanderbilt's unsecured claim as
part of the general unsecured class of claims.

Because of the reclassification, Vanderbilt says all objections
arising from the separate classification of its unsecured claims
are now moot and the Bankruptcy Court can and should, as a matter
of law and without the need for an evidentiary hearing, confirm
the Second Amended Plan.

                   No Solicitation Needed

Under the First Amended Plan, only the class of membership
interests is impaired.  Vanderbilt reminds the Bankruptcy Court
that the membership interest holders have voted overwhelmingly to
accept the First Amended Plan.

Vanderbilt adds that the changes made in the Second Amended Plan
do not require solicitation of new ballots from the members
because the members themselves suggested the Plan modifications
during the initial confirmation hearing.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian
Walker PLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


FEDERAL-MOGUL: Gets Court OK to Hire Morgan Lewis as ERISA Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Federal Mogul Corporation and its debtor-affiliates permission to
hire Morgan Lewis as special litigation counsel to address the
claims asserted against them by one or more participants or
beneficiaries in the Federal-Mogul Salaried Employees Investment
Program.

Morgan Lewis' customary hourly billing rates are:

          Professional                  Hourly Rate
          ------------                  -----------
          Partners                      $400 - $685
          Counsel                       $375 - $560
          Associates                    $220 - $395
          Paraprofessionals              $80 - $220

Morgan Lewis' professionals that will primarily render services
and their hourly rate are:

   Professional            Hourly Rate       Area of Law
   ------------            -----------       -----------
   Charles C. Jackson        $475            Labor, employment
                                             and ERISA litigation

   Christopher Weals          475            ERISA litigation

   Debbie Davidson            335            ERISA litigation

   Shannon Callahan           250            Labor and employment
                                             litigation

   Ethan Zelizer              250            Labor, employment
                                             and ERISA litigation

   Christopher Rizzo          250            Labor, employment
                                             and ERISA litigation

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


FOAMEX INT'L: Wants Court Okay on Interim Compensation Procedures
-----------------------------------------------------------------
Foamex International Inc., and its debtor-affiliates have filed
applications to employ various bankruptcy professionals.  They
anticipate employing other professionals in their Chapter 11 cases
as the need arises.  They also expect the Official Committee of
Unsecured Creditors to seek retention of counsel and other
professionals.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to establish procedures for:

   a. the allowance of interim compensation and reimbursement of
      expenses of Professionals; and

   b. the reimbursement of expenses incurred by the members of
      the Committee.

The Debtors want the Court to establish procedures wherein the
Professionals are compensated and reimbursed pursuant to monthly
fee applications.  Specifically, the Debtors propose these
Interim Compensation Procedures:

A. On the 25th of each month following the month for which the
   compensation is sought, each Professional may file an
   application for interim allowance for services rendered and
   expenses incurred during the preceding month.  Copies of the
   application are to be served to the United States Trustee and
   the counsel to:

      -- the Debtors,
      -- The Bank of America,
      -- Silver Point Finance LLC,
      -- the ad hoc committee of senior secured noteholders, and
      -- any official committee.

B. Any objections to the Monthly Fee Application are to be filed
   within 20 days after service of the Application.  If there are
   no timely filed objections, the Debtors will be authorized to
   pay the Professional 80% of the fees and 100% of the expenses
   requested.  The first Application will cover the period from
   the Petition Date through and including October 31, 2005.

C. Objections must be filed with the Court and must identify with
   specificity the objectionable fees or expenses, and the basis
   for each objection.  Thereafter, the objecting party and the
   affected Professional may attempt to resolve the objection on
   a consensual basis.  If the parties are unable to reach a
   resolution within 20 days, the affected Professional may
   either file a response to the Objection, or forego payment
   until the next interim or final fee application hearing.

D. Beginning with the approximate three-month period from the
   Petition Date and ending on December 31, 2005, at each three-
   month period thereafter, each Professional will file an
   Interim Fee Application.  The Interim Fee Application must
   identify the covered Monthly Fee Applications during that
   three-month period.  Interim Fee Applications must be filed
   and served within 45 days after the end of the applicable
   Interim Fee Period.  Each Professional must file its first
   Interim Fee Application on or before February 14, 2006, and
   that Application will cover the Interim Fee Period from the
   Petition Date through and including December 31, 2005.

E. The Debtors propose that the Court schedule a hearing at
   least once every six months or at other intervals the Court
   deems appropriate.

F. The pendency of an Objection to the Monthly Fee Application
   will not disqualify a Professional from future payment of
   compensation or reimbursement of expenses.

G. All fees and expenses paid to Professionals are subject to
   disgorgement until final allowance by the Court.

The Debtors also ask the Court to permit each Committee Member to
submit statement of expenses and supporting vouchers to counsel
to the Committee, who will collect and submit those requests for
reimbursements as if the Committee Member was a Professional.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Delaware, asserts that the proposed Interim Compensation
Procedures will:

   -- enable the Debtors, the Court and other parties-in-interest
      to closely monitor the costs of administering the Debtors'
      Chapter 11 cases; and

   -- reduce the financial burdens imposed on the Professionals.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Seeks Court Authority to Reject Five Leases
---------------------------------------------------------
Section 365(a) of the Bankruptcy Code provides that a debtor,
"subject to the court's approval, may assume or reject an
executory contract or an unexpired lease."

Thus, Foamex International Inc., and its debtor-affiliates seek
the U.S. Bankruptcy Court for the District of Delaware's authority
to reject five unexpired real property leases:

   Leased Premises                   Lessor
   ---------------                   ------
   650 Selig Drive                   Crain Selig, LLC
   Atlanta, Georgia

   Route 982 North                   Weatherstrong Building
   Derry, Pennsylvania               Products

   1001 New Ford Mill Road           USS Real Estate
   Morrisville, Pennsylvania

   901-912 Ashe Avenue               Gungor M. and Diana M. Somaz
   Newton, North Carolina

   126 East 8th Street and           Gungor M. and Diana M. Somaz
   North Main Avenue
   Newton, North Carolina

The Debtors propose to reject the Leases effective as of
September 30, 2005, or the date of their surrender of the
property covered by the Leases.

The Debtors believe that the continued lease of the premises is
not essential to their business.  The Debtors also found that the
monthly obligations accruing under the Leases are either above
ordinary regional market rates or the Leases are otherwise
unmarketable.

The decision to reject the Leases will eliminate the Debtors'
performance obligations under the Leases, like administrative
rent, Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, says.

To the extent that the Debtors leave any property at the premises
covered by the Leases, the Debtors request that the Property be
deemed abandoned pursuant to Section 554, which provides that:

   "[a]fter notice and a hearing, the trustee may abandon any
   property of the estate that is burdensome to the estate or
   that is of inconsequential value and benefit to the estate."

The Debtors contend that any Property remaining on the premises
covered by the Leases will be of inconsequential value or
burdensome to the Debtors' estates to remove.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Court Okay to Reject 13 Executory Contracts
---------------------------------------------------------------
Foamex International Inc., and its debtor-affiliates tell the
Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware that 13 executory contracts represent
agreements for products and services that they no longer use:

   (a) Six severance agreements between the Debtors and these
       individuals:

          * Marshall S. Cogan,
          * Nick Costides,
          * Stephen Janofsky,
          * Vernon L. Leis,
          * Eleanor McKenna, and
          * Arthur H. Vartanian;

   (b) Commercial Sales Proposal between the Debtors and ADT
       Security Services, Inc. for a facility in Atlanta,
       Georgia;

   (c) Utility Consulting Agreement between the Debtors and
       Public Utility Service Corporation;

   (d) Manufacturing Agreement between the Debtors and Sleep
       Innovations, Inc.;

   (e) Two lease agreements between the Debtors and Ricoh
       Corporation for the installation of copiers; and

   (f) Two equipment leases with these parties:

          * Mercedes-Benz Manhattan, Inc.
          * Pitney Bowes Credit Corp.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, relates that the Debtors have reviewed
each of the Contracts and found that the Contracts hold no
material economic value to them or their estates, and are not
essential to the conduct of their Chapter 11 cases.

It is highly unlikely that the Debtors would be able to locate a
third-party willing to accept an assignment of any of the
Contracts, Ms. Morgan says.  Furthermore, the Debtors would only
accrue administrative expense obligations as well as the
attendant cost if they market the Contracts.

Accordingly, the Debtors ask the Court's authority to reject the
Contracts.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GARDEN RIDGE: Asks Court to Delay Entry of Final Decree
-------------------------------------------------------
Reorganized Garden Ridge Corporation and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to delay entry
of a final decree closing their chapter 11 cases and extend, until
Jan. 26, 2006, their deadline for filing a final report and
accounting.

The Reorganized Debtors seek a delay in the entry of a final
decree so they can have more time to prosecute and resolve pending
claim objections and other litigation matters, as well as complete
the distribution to creditors outlined in their confirmed plan of
reorganization.

In addition to on-going claims reconciliation efforts, the
Reorganized Debtors are currently involved in two protracted
litigation matters:

    -- the Reorganized Debtors are engaged in litigation with the
       Informal Committee of Landlords regarding the Committee's
       substantial contributions to the Debtors' reorganization
       efforts.  Dispositive motions on this dispute are expected
       to be heard in November; and

    -- the Reorganized Debtors are also involved in litigation
       with Huntley Mullaney & Spargo, LLC -- a court-appointed
       professional in their bankruptcy cases.  The parties are
       currently engaged in discovery and no trial has been set.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.  The Bankruptcy Court
confirmed the Debtors' First Amended Joint Plan of Reorganization
on Apr. 29, 2005. The Plan took effect on May 12, 2005.


GENERAL MOTORS: Fitch Places GMAC Ratings on Watch Evolving
-----------------------------------------------------------
Fitch Ratings has placed the ratings of General Motors Acceptance
Corporation and Residential Capital Corporation on Rating Watch
Evolving.  The ratings of GM are not affected by this action.
This action affects approximately $120 billion of unsecured long-
term and short-term debt of GMAC and ResCap.  Rating Watch
Evolving indicates that ratings could be raised, lowered, or
maintained at current levels.

The placement of GMAC and ResCap on Rating Watch Evolving follows
General Motors Corp.'s announcement that it is considering a range
of options, including selling a controlling stake in GMAC, and
potential actions to preserve the investment grade ratings of
ResCap.  GM is pursuing such options in order to provide GMAC with
financial flexibility, namely in the form of improved access to
cost effective financing.  From a ratings perspective, a majority
sale of GMAC would allow Fitch to separate the ratings of GMAC
from GM.

Importantly, any sale of more than 20% of GMAC would remove the
company from the GM 'control' group, and therefore GMAC would not
be subject to liens by the Pension Benefit Guaranty Corp.  In
addition to selling a controlling interest in GMAC, Fitch expects
further changes in the relationship between GM and GMAC, such as a
more formalized operating agreement.  An important consideration
in any sale transaction is preserving the mutually beneficial
relationship between GM and GMAC.  At June 30, 2005, approximately
49% of GMAC's net revenues were related to GM, while GMAC provided
financing for 40% of GM retail sales and 80% of dealer wholesale
financing.

Fitch believes any such transaction presents unique challenges.
For example, given GMAC's balance sheet size, $309 billion of
assets at June 30, 2005, a single purchaser of 51% may not have
balance sheet capacity to fully consolidate GMAC.  In addition,
many strategic buyers potentially have inherent conflicts of
interests in that they may have competing financing businesses,
such as residential mortgage.

Lastly, a transaction must suit the needs of GM, which will
continue to have a sizable equity interest in GMAC.  For these
reasons, Fitch believes that a partial sale comes with a number of
complexities.  Nonetheless, while the form, timing, and success of
any outside equity interest cannot be determined at this point,
Fitch believes that the status quo is untenable if GM seeks to
restore GMAC's cost-effective access to liquidity, and some action
or combination of actions is likely to occur.  Moreover, Fitch
believes that GM will pursue a transaction with some urgency if
for no other reason to maintain GMAC's franchise value.

In resolving the Rating Watch, Fitch will evaluate these issues:

     -- Progress and likely success towards bringing in outside
        equity. Fitch does not have a defined time limit under
        which a transaction must be accomplished, but rather will
        emphasize the progress towards achieving some separation.
        During the watch period, Fitch will consider whether
        GMAC's ratings move in tandem with GM's;

     -- The form and amount of any sale.  In terms of equity
        interest, Fitch will weigh the form of outside equity,
        such as strategic purchaser, joint venture, initial public
        offering, or some combination thereof.  This would include
        the influence and rating of a strategic purchaser on GMAC.
        The amount of outside equity will also have a bearing of
        Fitch's rating decision.  An amount less than 51%, could
        result in Fitch continuing to link the ratings of GM and
        GMAC, however, outside equity above 20% may allow for
        greater notching between the companies;

     -- A stand-alone credit rating of GMAC, incorporating its
        long-term and on-going relationship with GM.  This will
        also include a review of the notching for ResCap and any
        potential structural changes to ResCap.  Fitch believes
        that GMAC could possess a stand-alone investment grade
        rating;

     -- The degree to which to effective control of GMAC is
        transferred to third party investors.  This would also
        include any potential changes in business strategy and
        financial management;

     -- A review of any operating agreement between GM and GMAC.

Fitch has placed the Senior debt 'BB' rating on these companies:

     -- General Motors Acceptance Corp.
     -- GMAC International Finance B.V.
     -- GMAC Bank GmbH
     -- General Motors Acceptance Corp., Australia
     -- General Motors Acceptance Corp. of Canada Ltd.
     -- General Motors Acceptance Corp. (N.Z.) Ltd.

Fitch has placed the Short-term 'B' rating on these companies:

     -- General Motors Acceptance Corp.
     -- GMAC International Finance B.V.
     -- GMAC Bank GmbH
     -- GMAC Australia Finance
     -- General Motors Acceptance Corp. (U.K.) Plc.
     -- General Motors Acceptance Corp. Australia
     -- General Motors Acceptance Corp. of Canada Ltd.
     -- General Motors Acceptance Corp. (N.Z.) Ltd.

Fitch has placed these ratings on Residential Capital Corp:

     -- Senior debt 'BBB-';
     -- Short-term 'F3'.

Fitch has placed these ratings on GMAC Bank:

     -- Long-term deposits 'BBB';
     -- Senior debt 'BBB-';
     -- Short-term deposits 'F3'.

Fitch also affirms the rating:

     -- Individual 'B/C' on GMAC Bank

Additionally, Fitch downgrades this rating and places it on Rating
Watch Evolving:

   GMAC Bank

     -- Support to '3' from '2'

Ratings assigned:

   GMAC Bank

     -- Short-term deposits 'F3'.


GENERAL MOTORS: Poor 3rd Quarter Results Cue S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Motors Corp. (GM, BB-/Watch Neg/B-2); General Motors Acceptance
Corp. (GMAC, BB/Watch Dev/B-1); and all related entities,
including GMAC's subsidiary, Residential Capital Corp. (ResCap,
BBB-/Watch Dev/A-3) remain on CreditWatch following GM's
announcement of poor third-quarter earnings, terms of a tentative
agreement with the UAW to significantly reduce health care costs,
and further information about potential strategic actions with
respect to GMAC.  Consolidated debt outstanding totaled $285
billion at Sept. 30, 2005.

"GM's third-quarter results were very poor, owing to the
deterioration in the performance of its North American automotive
operations," said Standard & Poor's credit analyst Scott Sprinzen.
GM incurred a net loss of $1.6 billion, including $550 million of
special items.  Cash outflow from automotive operations totaled
$2.2 billion after capital expenditures.  This poor financial
performance heightens concerns about the company's ability to
effect a turnaround.  However, GM has announced that it has
reached a tentative agreement with the UAW, which, if ratified by
the union membership, could result in a substantial reduction of
GM's burdensome health care costs over the long range.  Near-term
cash cost savings would be offset by a commitment on GM's part to
fund a newly created VEBA trust.  As part of its review, Standard
& Poor's will assess the terms and significance of concessions
granted by the UAW.  S&P will also consider details of other cost-
cutting actions -- including steps to reduce manpower and curtail
excess production capacity -- which management has indicated are
expected to be disclosed by yearend.

In addition, GM announced that it is contemplating the sale of a
controlling interest in GMAC, with a view to restoring an
investment-grade rating for GMAC.  S&P views an investment-grade
rating for GMAC as feasible, if GM sells a majority stake in GMAC
to a highly rated financial institution with a long-range
strategic commitment to the automotive finance sector.  GMAC still
would be exposed to GM-related risks that would continue to stem
from its role as a provider of funding support to GM's dealers and
retail customers.  However, S&P believes a strategic majority
owner would cause GMAC to adopt a defensive underwriting posture
by curtailing its funding support of GM's business, if that
business were perceived to pose heightened risks to GMAC.  One key
factor would be S&P's conclusions about the extent to which
financial support should be imputed to the strategic partner.
Absent steps to significantly limit its ownership control over
GMAC, GMAC's ratings ultimately again will be equalized with those
of GM.

GM's liquidity could be bolstered by the sale of a portion of its
ownership stake in GMAC, and S&P would expect that sale proceeds
would represent adequate compensation for the related loss of GMAC
earnings and dividends.  S&P assumes such proceeds either would be
retained by GM as cash or equivalents, or used to reduce the debt
or debt-like liabilities.  On the other hand, owing to GMAC's
enhanced independence, S&P believes there is increased risk that,
under certain circumstances GMAC, could act to curtail its funding
support of GM's marketing operations, precipitating potential
problems for GM.

The ratings for ResCap are two notches above that of its direct
parent, GMAC.  This two-notch differential recognizes ResCap's
ability to operate its mortgage businesses separately from the
auto finance business of GMAC, from which it is partially
insulated by financial covenants and governance provisions.
However, we continue to link the ratings for ResCap to those for
GMAC, because of the latter's full ownership of ResCap.
Consequently, should the ratings on GMAC be lowered, the ratings
for ResCap likewise would be lowered by the same amount.
Alternatively, if the ratings for GMAC were raised, as explained
above, those for ResCap also could be raised.

S&P currently expects to resolve the reviews of GM, GMAC, and
ResCap in mid-to-late January.  S&P could reassess this timetable
if ongoing developments warrant.


GENERAL MOTORS: Exploring Sale of Controlling Stake in GMAC
-----------------------------------------------------------
Rick Wagoner, General Motors chief executive, said in a regulatory
filing with the Securities and Exchange Commission, that the
company is exploring the possible sale of a controlling interest
in General Motors Acceptance Corp. to a strategic partner, with
the goal of restoring GMAC's investment grade rating and renewing
its access to low-cost financing.

In addition, GMAC said it will continue to evaluate strategic and
structural alternatives to help ensure that its residential
mortgage business, Residential Capital Corp., or ResCap, retains
its investment grade credit ratings.

                    S&P's Elbowing GM

Mark Gilbert of Bloomberg News writes that Standard & Poor's has
dangled a juicy carrot in front of GM.  In the wake of Delphi's
bankruptcy, S&P rated GM at BB- while GMAC got a higher rating at
BB, with a developing outlook -- which means that the rating may
improve or deteriorate.

S&P analyst Scott Sprinzen said in reports that the diminution of
GM's control over GMAC could guarantee a better rating for the
subsidiary.  However, Sprinzen also said "that GM could do certain
things to bolster GMAC's rating but hurt its own, meaning, if GM
didn't have GMAC to count on to provide funding support, that
could be a problem."

A higher rating for GMAC relates to cheaper borrowing interests
for GM's finance unit.  That in turn leads to better financing
offers to potential car buyers, which in theory will help bolster
automobile sales, Bloomberg relates.

                   Other Cost Reductions

GM also disclosed it will need to close additional assembly and
component plants and reduce its manufacturing employment levels
by 25,000 or more jobs by 2008. This would come on top of
the 1 million-unit capacity reduction that has been achieved
over the past three years.

Mr. Wagoner noted that GM already has made significant progress in
reducing structural costs, lowering salaried, executive and
contract employee costs and improving productivity.  U.S. salaried
employee headcount has been reduced 30% in the past five years,
and continued reductions are planned for 2006.

On Monday, GM's salaried U.S. employees and retirees were informed
of additional changes to their health-care benefits, including
higher medical co-pays.  In addition, there is no program for
salary increases, no bonuses and no enhanced variable pay for 2005
for GM's salaried employees and executives.

Mr. Wagoner acknowledged that these difficult decisions will have
an impact on many GM employees.

With all the cost-reduction initiatives in place, GM expects to
reduce its structural cost by a $5 billion run rate by the end
of 2006.  The 2006 full-year impact depends on timing of approvals
of the health-care changes.

In addition, GM is targeting a $2 billion gross reduction in
material costs in 2006, despite higher commodity prices and
troubled supplier situations, yielding a net reduction of $1
billion after including the cost of significant product
enhancements.

These estimates exclude any possible impact from Delphi Corp.'s
Chapter 11 reorganization.

Two major opportunities to reduce material costs are optimizing
GM's sourcing footprint with the most competitive supplier
sources, and leveraging the globalization of GM's product
development.

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


GENERAL MOTORS: Inks Tentative Agreement with UAW on Health Care
----------------------------------------------------------------
General Motors Corp. and the United Auto Workers reached a
tentative agreement on Monday, October 17, to reduce the
automaker's health-care costs by about $15 billion or 25% of the
company's health-care liability.

General Motors estimates a $1 billion a year cash savings as a
result of the Union's concession.

The tentative agreement also includes contributions to a new
independent Defined Contribution Voluntary Employee Benefit
Association (VEBA) that will be used to mitigate the impact of
reduced GM health-care coverage on individual hourly retirees.
The new independent VEBA will be partially funded by GM
contributions of $1 billion in each of three years - currently
expected to be 2006, 2007 and 2011.  Additional modest funding
opportunities are under discussion, contingent on GM's improved
financial performance.

Rick Wagoner, GM's chief executive, praised the UAW President Ron
Gettelfinger and Vice President Dick Shoemaker for their
leadership and hard work in coming to Monday's agreement.

"These negotiations were done in a positive, cooperative, problem-
solving spirit," Mr. Wagoner said in remarks to employees at GM's
global headquarters in Detroit.  "While it may have taken some
time to reach this cooperative solution, I think it was time well-
spent."

Specific details regarding modifications to the health-care plan
will be shared with affected employees and retirees soon.  Mr.
Wagoner said the modified plan will continue to provide high
quality health care for GM's more than 750,000 U.S. hourly
employees and dependents, retirees and surviving spouses.

Additionally, GM and the UAW have agreed to continue to look at
other options to further reduce health-care expenses and to
improve other areas of competitiveness.

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


GLOBAL MATRECHS: Restated 2004 Results Show $3 Million Net Loss
---------------------------------------------------------------
Global Matrechs, Inc., delivered its amended annual report on Form
10-KSB/A for the year ended Dec. 31, 2004, to the Securities and
Exchange Commission on Oct. 7, 2005.  The Company originally
submitted its 2004 annual report to the SEC on May 11, 2005.

The Company amended its 2004 annual report to correct the
accounting treatment of certain convertible preferred stock
instruments related to fiscal 2001 through fiscal 2003 and for the
first three fiscal quarters of 2004.

              Restated 2004 Financial Results

In its amended annual report for the year ended Dec. 31, 2004,
Global Matrechs reports a $2,998,429 net loss compared to a
$556,798 net loss in 2003.  The Company had previously reported
net losses of $2,631,061 and $458,120 for the year ended Dec. 31,
2004 and 2003, respectively.

The Company's balance sheet showed $2,834,876 of assets at Dec 31,
2005, and liabilities totaling $4,547,047.

                    Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Global
Matrechs' ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004, 2003 and 2002.  The auditing firm pointed to the Company's
recurring losses, negative cash flows since inception and
accumulated deficit.

                   Second Quarter Results

In its Form 10-QSB for the three months ended June 30, 2005,
Global Matrechs reports a $1,046,762 net loss compared to a
$407,335 net loss for the same period in 2004.  The Company has
incurred significant losses since its incorporation resulting
in an accumulated deficit as of June 30, 2005 of approximately
$33.7 million.

The Company's balance sheet showed $2,706,383 of assets at
June 30, 2005, and liabilities totaling $7,643,118.  As of
June 30, 2005, Global Matrechs had a working capital deficit
of $4,797,497.  Stockholder's deficit at June 30, 2005 stood at
$9,971,810.

                   About Global Matrechs

Global Matrechs, Inc. -- http://www.globalmatrechs.com/--  
operates in two major segments:

      a) Licensed Technologies Sector - which consists of the
         marketing and sales of the technologies licensed from
         Eurotech; and

      b) Specialty Lighting Subsidiary - which consists of the
         design, development, manufacture and sales of specialty
         lighting and architectural products acquired in the
         merger with True To Form Ltd in Dec. 2004.

The Company is targeting the pursuit of the Homeland Securities
market with both segments.


HARTCO OF KENTUCKY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hartco of Kentucky, Inc.
        P.O. Box 375
        Mayfield, Kentucky 42066

Bankruptcy Case No.: 05-52472

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtor's Counsel: Alan C. Stout, Esq.
                  Stout Law Office
                  111 West Bellville
                  P.O. Box 81
                  Marion, Kentucky 42064
                  Tel: (270) 965-4600
                  Fax: (270) 965-4848

                      - and -

                  Todd A. Farmer, Esq.
                  Stout & Farmer
                  2008 Broadway
                  P.O. Box 8167
                  Paducah, Kentucky 42002-8167
                  Tel: (270) 443-4431
                  Fax: (270) 443-4631

Total Assets: $278,618

Total Debts:  $1,187,310

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Security National Commercial  Commercial Building       $325,250
3050 Westfork Drive           Bowden Cleaners,
Baton Rouge, LA 70816         201 N. 9th Street,
                              Mayfield, KY 42066
                              Value of security:
                              $100,000

George Hosfield II            Promissory note-           $85,071
415 Mount Auburn, Apt. 1      Equipment, Furniture
Cape Girardeau, MO 63701      and Fixtures

Paul Vaughn                   Promissory note-           $84,036
111 Whippoorwill Drive        equipment
Marion, KY 42064

Mary Evelyn Tucker            Promissory note            $49,282

Internal Revenue Service      941 Taxes                  $48,663
                              1st to 4th Qtr
                              2004

Internal Revenue Service      941 Taxes                  $48,562
                              1st to 3rd Qtr
                              2005

United Recovery Systems       Credit purchase            $44,859

Internal Revenue Service      941 Taxes                  $43,848
                              3rd & 4th Qtr
                              2002

Portfolio Recovery            Credit purchases           $43,245

James Stovall                 Promissory note            $37,198

Wells Fargo                   Credit purchases           $36,491

Internal Revenue Service      941 Taxes                  $35,736
                              1st to 4th Qtr
                              2003

National City                 Credit purchases           $26,873

Asset Acceptance              Credit purchases           $25,791

W.L. Sudduth                  Promissory note            $25,109

Eagle Credit                  Credit purchases           $17,362

Ideal Chemical & Supply Co    Credit purchases           $12,048

Capital Management Services   Credit purchases           $11,072

City of Mayfield              Mayfield withholding       $10,278
                              2003 - $3,454
                              2004 - $2,171
                              2005 - $4,653

Research Solvents &           Credit purchases           $10,169
Chemicals


HILCORP ENERGY: S&P Puts B Rating on $175M Sr. Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on oil and gas exploration and production company
Hilcorp Energy I L.P. and revised its outlook on the company to
negative from stable.

At the same time, Standard & Poor's assigned its 'B' rating to
Hilcorp's $175 million senior unsecured notes.

Houston, Texas.-based Hilcorp had $275 million of balance sheet
debt as of June 30, 2005.

The rating action reflects Hilcorp's acquisition of oil and gas
producing properties in the Rockies.

"The transaction is a departure for the company, both in terms of
geography and cost," said Standard & Poor's credit analyst Ben
Tsocanos.

Until now, the company has focused operations entirely in the
Texas and Louisiana Gulf Coast region.

"The purchase price increases debt leverage, which was high
compared with peers in the rating category prior to the
acquisition, at a time when loss of production due to hurricane
damage in the company's core regions may hamper the ability to
repay debt quickly," said Mr. Tsocanos.

Hilcorp is a small, privately held limited partnership engaged in
the acquisition, development, and production of crude oil and
natural gas from onshore Texas and South Louisiana properties, and
now in the Rockies.


INTERTAPE POLYMER: Releases Third Quarter Financial Results
-----------------------------------------------------------
Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) released results
for its third quarter ended September 30, 2005.

Sales for the third quarter were $201.2 million, up 13.2% from
$177.7 million for the same quarter of 2004, while the Company
reported net earnings of $6.6 million compared to a net loss of
$14.3 million for the same period last year, and adjusted net
earnings of $6.8 million compared to $5.6 million for the same
period last year.

"Sales growth in the third quarter was primarily driven by sales
price increases," said Intertape Polymer Group Inc.  Chairman and
Chief Executive Officer, Melbourne F. Yull.  "While raw material
and energy costs continued to make markets challenging, the
organizational realignment that we implemented at the end of 2004
enabled us to react quickly and respond effectively to the changes
in the marketplace.  In the face of these cost pressures, our
gross profit for the third quarter of 2005 increased $4.5 million
or 12.2% compared to the third quarter of 2004."

"Despite raw material cost increases and supply shortages, the
Company did not have to cut back its production as some
competitors have had to do," commented Mr. Yull.  "We have even
seen a number of competitors declaring force majeure."  The
Company has been able to maintain its operating levels and fulfill
its contracts because of its global sourcing efforts, which have
allowed the Company to maintain adequate supplies from multiple
sources, pre-buying of raw material inventories prior to supply
constraints occurring, and reduced consumption of some raw
materials by modifying certain formulations.

Net earnings for the third quarter of 2005 were up significantly
over the third quarter of last year because of $30.4 million of
refinancing expense that was incurred last year as part of
a major debt refinancing.  Third quarter 2005 results included
$0.4 million of manufacturing facility closure and industrial
accident costs.  Excluding refinancing expense, manufacturing
facility closure and industrial accident costs, and related tax
benefits, adjusted net earnings for the third quarter of 2005 were
$6.8 million compared to $5.6 million for the same quarter last
year.  The improvement in adjusted net earnings resulted from the
increase in gross profit partly offset by higher selling expenses,
reflecting increased rebate levels for consumer products, higher
staffing levels and activities to generate growth, and higher
variable compensation costs as a result of higher sales.  The
Company is including adjusted net earnings, a non-GAAP financial
measure, because it believes the measure permits more meaningful
comparisons of its core business performance between the periods
presented.  A reconciliation of adjusted net earnings to GAAP net
earnings is set forth below.

"Decreased financial expenses continue to have a positive impact
on our net earnings as they were down 6.2% in the third quarter of
2005 compared to the third quarter last year, reflecting the
benefits of the refinancing undertaken in the third quarter of
last year," said IPG's Chief Financial Officer, Andrew M.
Archibald, C.A.

From a cash perspective, the Company generated $3.7 million of
free cash flow in the quarter, resulting in $4.5 million for the
year to date.  "Our cash flow has been adversely affected by the
impact of rising raw material costs on our working capital,"
commented Mr. Archibald.  "We estimate the net impact on accounts
receivable, inventories and accounts payable to have been
approximately $23 million for the first nine months of the year.
Nonetheless, over the past two quarters the Company has generated
a total of $11.4 million in free cash flow and expects to continue
generating positive free cash flow in the coming quarters."  Free
cash flow is defined as cash flows from operating activities less
expenditures for plant, property and equipment (capital
expenditures).  The Company is including free cash flow, a
non-GAAP financial measure, because it is used by management and
the Company's investors in evaluating the Company's performance.
A reconciliation of free cash flow to cash flows from operating
activities, the most directly comparable GAAP measure.

The Company is also including earnings before interest, taxes,
depreciation and amortization and Adjusted EBITDA, both non-GAAP
financial measures, because these measures are used by management
and the Company's lenders in evaluating the Company's performance.
A reconciliation of the Company's EBITDA and Adjusted EBITDA, both
non-GAAP financial measures, to GAAP net earnings is set forth in
the EBITDA reconciliation table below.  The Company's EBITDA
for the third quarter of 2005 was $20.9 million compared to
$19.6 million for the third quarter of 2004.  The adjusted EBITDA
was $21.3 million in the third quarter of 2005 as compared to
$19.6 million in the third quarter of 2004.

Sales for the first nine months of 2005 were $579.2 million, up
13.2% from $511.7 million for the same period in 2004.  Net
earnings for the first nine months of 2005 were $18.1 million
compared to a net loss of $6.3 million for the same period of the
preceding year.

Following the end of the quarter, the Company, through a wholly
owned Canadian subsidiary, acquired Flexia Corporation and Fib-Pak
Industries Inc.  The acquisition of these companies is expected to
enable IPG to increase its market size in certain products,
broaden its product portfolio, leverage Flexia's market leading
global sourcing program, increase the proximity of manufacturing
facilities to the customer base and provide a west coast presence
which can facilitate import and export activity with Asia.

The Company's most recent sales guidance for 2005 was a range of
$755 million to $775 million.  "Not including additional fourth
quarter 2005 sales resulting from the October 5, 2005,
acquisition, the Company should be at the high end of the range if
anticipated raw material supplies are not disrupted," noted Mr.
Yull.

Intertape Polymer Group is a recognized leader in the development
and manufacture of specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,600 employees with operations in 16 locations, including 12
manufacturing facilities in North America and one in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on July 6, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Laurent, Quebec-based Intertape Polymer Group
Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '2' to the company's proposed
$250 million senior secured credit facilities based on preliminary
terms and conditions.  The 'B+' rating and the '2' recovery rating
indicate an expectation of substantial (80%-100%) recovery of
principal in the event of a default.


INTEGRATED SECURITY: Balance Sheet Upside-Down by $3.5M at June 30
------------------------------------------------------------------
Integrated Security Systems, Inc., delivered its annual report on
Form 10-K for the year ending June 30, 2005, to the Securities and
Exchange Commission on October 13, 2005.

The Company reported a $4,947,808 net loss on $13,478,654 of net
revenues for the year ending June 30, 2005.  At June 30, 2005, the
Company's balance sheet shows $9,150,329 in total assets and
$12,688,268 in total debts.  As of June 30, 2005, the Company's
balance sheet reflects a $3,541,147 stockholders' deficit compared
to a $171,948 in positive equity at June 30, 2004.

The audit reports of:

   * Weaver and Tidwell, LLP, the Company's independent registered
     public accounting firm for the Company's consolidated
     financial statements for the fiscal year ended June 30, 2005;
     and

   * Grant Thornton LLP, the Company's registered public
     accounting firm for the Company's consolidated financial
     statements for the fiscal year ended June 30, 2004 both state
     that in fiscal 2005 and 2004

expressed substantial doubt about the Company's ability to
continue as a going concern, pointing to the Company's significant
losses from operations.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?259

Headquartered in Irving, Texas, Integrated Security Systems, Inc.
-- http://www.integratedsecurity.com/-- is a technology company
that provides products and services for homeland security needs.
ISSI also designs, develops and markets safety equipment and
security software to the commercial, industrial and governmental
marketplaces.  ISSI's Intelli-Site(R) provides users with a
software solution that integrates existing subsystems from
multiple vendors without incurring the additional costs associated
with upgrades or replacement.


J. CREW: Lenders Consent to Merger Among Parents & Intermediate
---------------------------------------------------------------
J. Crew Group, Inc., inked an amendment to its Amended and
Restated Loan and Security Agreement with:

      * J. Crew Operating Corp.,

      * J. Crew Intermediate LLC,

      * Grace Holmes, Inc. d/b/a J. Crew Retail

      * H.F.D. No. 55, Inc. d/b/a J. Crew Factory

      * J. Crew, Inc.

      * J. Crew International, Inc.

      * Wachovia Bank, National Association, successor by merger
        to Congress Financial Corporation, as administrative and
        collateral agent and as lender

      * Bank Of America N.A.

      * Siemen's Financial Services, Inc.

      * The CIT Group/Business Credit, Inc.

The Lenders consented to the formation of J. Crew Group, Inc., a
Delaware corporation, and the subsequent mergers of the old parent
company with and into the new parent company and of Intermediate
with and into the new parent company.

The merger agreements were inked on October 11, 2005.

A full-text copy of the Merger Agreement between the old parent
and the new parent company is available for free at
http://ResearchArchives.com/t/s?25d

A full-text copy of the Merger Agreement between the new parent
company and Intermediate is available for free at
http://ResearchArchives.com/t/s?25e

A full-text copy of Amendment No. 1 of the Amended and Restated
Loan and Security Agreement is available for free at
http://ResearchArchives.com/t/s?25c

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

                         *     *     *

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

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

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


JACOBSON RESONANCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jacobson Resonance Enterprises, Inc.
        3225 South MacDill Avenue, Suite 129312
        Tampa, Florida 33629-8171

Bankruptcy Case No.: 05-25388

Type of Business: The Debtor is a biotechnology company.

Chapter 11 Petition Date: October 13, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Caryl E. Delano, Esq.
                  Addison & Delano, P.A.
                  P.O. Box 2175
                  Tampa, Florida 33601-2175
                  Tel: (813) 223-2000
                  Fax: (813) 228-6000

Total Assets: $100,060

Total Debts:  $2,294,745

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Patrick J. Casey              Contract                  $713,400
515 North Flagler Drive       561-832-5900
Northbridge Tower 1, 19th Fl
West Palm Beach, FL 33401

Eric Hewko                    Contract                  $713,400
760 U.S. Highway One, #201    561-626-6966
North Palm Beach, FL 33408

Jackson & Campbell            SEC related               $143,667
1120 20th Street Northwest    attorneys fees
South Tower                   Michael Paige, Esq.
Washington, DC 20036-3437     202-457-1600

Weiner, Goodman & Co., P.C.   Accounting services        $76,380
Ten Industrial Way East       Robert Manopelli
Suite 2                       732-544-8111
Eatontown, NJ 07724

Kilpatrick Stockton LLP       Patent related             $70,000
P.O. Box 945614               attorneys fees
Atlanta, GA 30394             Cynthia Rothschild,
                              Esq.
                              404-815-6500

Goldstein Golub Kessler, LLP  Accounting services        $67,000
                              Mr. Shapiro
                              212-372-1203

Columbia/JFK Medical Ctr, LP  Rent                       $67,000
                              561-832-3300

Abraham Toubail               Loan                       $28,000
                              561-622-7303

Regulatory Insight, Inc.      FDA consulting fees        $12,378
                              Kevin Walls

ADP                           Service for                $11,465
                              stockholders
                              973-403-2800

Michael Paige, PLLC           Attorney fees              $10,136
                              202-457-1600

Beacon Management             Consulting services         $8,319
                              (business plan)

Tri State Financial Press     Trade debt                  $8,258

College of Veterinary         Contract                    $7,500
Medicine Research Program

Equity Technology, Inc.       Trade debt                  $7,200
                              Peter Asare

David S. Willig, Chartered    Attorney fees               $6,326

Capita One Band (Visa)        Trade debt                  $4,482

Richard P. Green, P.A.        SEC related                 $3,841
                              attorney fees

Corporate Executive Suites    Rent                        $3,800

Robert A. Henry, P.A.                                     $3,534


KENCO LLC: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kenco LLC
        6534 Wendy Drive
        Pineville, Louisiana 71360

Bankruptcy Case No.: 05-82835

Chapter 11 Petition Date: October 16, 2005

Court: Western District of Louisiana (Alexandria)

Debtor's Counsel: Bradley L. Drell, Esq.
                  Gold, Weems, Bruser, Sues & Rundell,
                  A Professional Law Corporation
                  P.O. Box 6118
                  Alexandria, Louisiana 71307-6118
                  Tel: (318) 445-6471

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Builder's Supply Company                        $271,809
   P.O. Box 295
   Shreveport, LA 71162

   Sears Commercial One                             $73,634
   75 Remittance Drive, Suite 1674
   Chicago, IL 60675-1674

   Internal Revenue Service                         $59,394
   Special Procedures Function
   600 South Maestrl Place, Stop 31
   New Orleans, LA 70190

   Hibernia National Bank                           $49,639

   Louisiana Utility Supply                         $42,268

   BMC Millwork                                     $41,027

   A.J. Fuller Drywall                              $40,079

   Coburn Supply                                    $23,831

   Allen Millwork, Inc.                             $21,518

   Scott Construction Equipment                     $20,794

   American Express                                 $18,231

   Louisiana Department of Revenue & Tax            $15,071


KMETZ CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: KMETZ Construction Services, Inc.
        236 East 161st Place, Unit B
        South Holland, Illinois 60473

Bankruptcy Case No.: 05-55812

Type of Business: The Debtor is a building contractor.
                  The Debtor previously filed for chapter 11
                  protection on January 19, 2001 (Bankr. N.D. Ill.
                  Case No. 01-02051).

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  Foster, Kallen & Smith
                  3825 West 192nd Street
                  Homewood, Illinois 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Accounts Receivable  $1,000,000
Mail Stop 5010 CHI               Inventory, contract
230 South Dearborn Street        rights of chattel
Chicago, IL 60604                paper, with
                                 products and
                                 vehicles

Frankenmuth Insurance            Trade debt             $167,000
1 Mutual Avenue
Frankenmuth, MI 48787-0001

Guagliardo Drywall Company       Trade debt             $153,084
252 Chaddick Drive
Wheeling, IL 60090-6039

Chicago & NE Illinois            Trade debt              $86,839
District Carpenters
2460 West Main Street, Suite E
Saint Charles, IL 60175

NES Rental Equipment             Trade debt              $21,056
P.O. Box 85001226
Philadelphia, PA 19178-1226

ABC Supply                       Trade debt              $17,792
410 Rathbone Avenue
Aurora, IL 60506

Pekin Insurance                  Trade debt              $16,548
2505 Court Street
Pekin, IL 61558

Castle Construction Corp.        Trade debt              $15,000
3062 West 167th Street
Markham, IL 60428

State Lumber Company, Inc.       Trade debt              $10,952
532 State Street
Calumet City, IL 60409

Illinois Department of           Employee                $10,555
Employment Security              contributions
33 South State Street
Bankruptcy Unit
Chicago, IL 60603

Illinois Department of Revenue   Accounts Receivable,    $10,089
Bankruptcy Section, Level 7-425  Inventory, contract
100 West Randolph Street         rights of chattel
Chicago, IL 60601                paper, with
                                 products and
                                 vehicles

S. Ira Miller                    Trade debt               $9,677
Suite 1900
111 West Washington Street
Chicago, IL 60602

Laborer's Pension and            Trade debt               $8,003
Welfare Fund
11465 Cermak Road
Westchester, IL 60154

Wausau Enterprises               Trade debt               $7,988
P.O. Box 217
South Holland, IL 60473

Freeborn & Peters LLP            Trade debt               $4,844
311 S. Wacker Drive, Suite 3000
Chicago, IL 60606

Randall Industries               Trade debt               $4,072
741 South Route 83
Elmhurst, IL 60126

South Park Hardware              Trade debt               $3,587
16074 South Park Avenue
South Holland, IL 60473

Elfco                            Trade debt               $1,733
7613 West 100th Place
Bridgeview, IL 60455

Wisconsin Department of Revenue  Taxes                    $1,364
P.O. Box 901
Madison, WI 53708

Contractors Adjustment Company   Trade debt               $1,350
211 Waukegan Road, Suite 100
Northfield, IL 60093-2757


KULLMAN INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kullman Industries, Inc.
        One Kullman Corporate Campus
        Lebanon, New Jersey 08833

Bankruptcy Case No.: 05-60002

Type of Business: The Debtor is a modular construction
                  builder.  See http://www.kullman.com/

Chapter 11 Petition Date: October 17, 2005

Court: District of New Jersey (Trenton)

Debtor's Counsel: James N. Lawlor, Esq.
                  Wollmuth, Maher & Deutsch LLP
                  One Gateway Center, 9th Floor
                  Newark, New Jersey 07102
                  Tel: (973) 733-9200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Cooper Electric                  Contract               $868,976
70 Apple Street
Tinton Falls, NJ 07724

Coronation Sheet Metal           Contract               $774,320
Company Inc.
2198 Stanley Terrace
Union, NJ 07083

Dolan Mechanical Inc.            Contract               $692,896
638 Johnson Road
P.O. Box 326
Sickerville, NJ 08081

Greenway Enterprises, Inc.       Contract               $676,552
608 Lincoln Road West
Helena, MT 59602

Brittashan Enterprises Corp.     Contract               $655,399
7 Park Drive
Franklin, NJ 07416

York International Corp.         Contract               $585,921
631 South Richland Avenue
York, PA 17405

Jet-Drive General Marine         Contract               $421,000
480 Brown Court
Oceanside, NY 11572

Marvair Airxcel                  Contract               $419,868
1229 Solutions Center
Chicago, IL 60677

Turtle & Hughes Inc.             Contract               $412,750
1900 Lower Road
Linden, NJ 07036

Age - Tekar JV                   Contract               $343,270
Attn: Ali Hurat

Zust Bachmeier                   Contract               $326,912
3700 Commerce Drive
Baltimore, MD 21227

Carpernters' Specialty and       Contract               $315,038
Shopmen's Welfare Fund
P.O. Box 6855
Edison, NJ 08837

Gerber Metal Supply Company      Contract               $308,422
2 Boundary Road
Somverville, NJ 08876

Louis Berger & Associates Inc.   Contract               $293,236
2300 North Street NW, Suite 800
Washington, DC 20037

Stillwell-Hansen Inc.            Contract               $243,038
3 Fernwood Avenue
P.O. Box 7820
Edison, NJ 08818

Atlantic Government Services     Contract               $212,998
5426 Robin Hood Road
Norfolk, VA 23513

ECI Building Corporation         Contract               $187,750
637 Meacham Avenue
Elmont, NY 11003

AJ Crane                         Contract               $168,560
83 Salyan Highway
Baku, Azerbaijan

L-3 Communications               Contract               $160,563
P.O. Box 92228
Chicago, IL 60675


LEATHER FACTORY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Leather Factory Inc.
        17237 Ventura Boulevard, Unit A
        Encino, California 91316

Bankruptcy Case No.: 05-18708

Type of Business: The Debtor manufactures and sells furniture.

Chapter 11 Petition Date: October 12, 2005

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: J. Bennett Friedman, Esq.
                  Hamburg, Karic, Edwards & martin
                  1900 Avenue of the Stars, Suite 1800
                  Los Angeles, California 90067
                  Tel: (310) 552-9292

Financial Condition as of Oct. 10, 2005:

      Total Assets: $2,190,523

      Total Debts:  $5,110,839

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


LUCKY CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lucky Convenience Markets, Inc.
        2406 Mountain Road
        Pasadena, Maryland 21122

Bankruptcy Case No.: 05-41098

Type of Business: The Debtor operates convenience stores.
                  See http://www.luckysmarkets.com/

Chapter 11 Petition Date: October 15, 2005

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, Maryland 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Charles Lynch, Jr.            Loan                      $540,000
2406 Mountain Road
Pasadena, MD 21122

Francis Holthaus              Loan                      $325,000
8573 Main Avenue
Pasadena, MD 21122

Rosenberger's Dairies         Credit                    $175,479
P.O. Box 901
Hatfield, PA 19440

Pepsi Cola                    Credit                    $172,825

Coca Cola Enterprises         Credit                    $122,893

Norman Sadaka                 Loan                      $117,175

Judith Lynch                  Loan                       $99,653

Franchise Wholesale Co., LLC  Credit                     $92,791

Ed & Maxine Rust              Loan                       $60,000

Arthur Howell, Jr.            Loan                       $60,000

EBY Brown                     Credit                     $41,281

Schmidt Banking Co., Inc.     Credit                     $34,198

Wholesale Produce             Credit                     $33,883

Utz Quality Foods, Inc.       Credit                     $33,882

Richard Gravel, Sr.           Loan                       $27,513

Jesse Shank                   Loan                       $27,511

Tasty Baking Co.              Credit                     $26,739

Kemps Foods, LLC              Credit                     $26,191

Supervalue Receivables -      Credit                     $24,489
Funding Corp.

Canada Dry Potomac Corp       Credit                     $22,589


MESABA AVIATION: Wants to Hire Ravich Meyer as Bankruptcy Counsel
-----------------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, needs
bankruptcy lawyers to represent it in connection with all matters
relating to its Chapter 11 case.  By this application, the Debtor
seeks the Court's authority to employ Ravich Meyer Kirkman
McGrath & Nauman, P.A.

Ravich Meyer has experience in the areas of business organization
and planning, financial transactions, commercial bankruptcy and
work out matters, mergers and acquisitions, real estate and
employment and management matters.

The Debtor will pay Ravich Meyer on an hourly basis.  The
attorneys and paralegal who will provide services and their hourly
rates are:

         Professional                    Hourly Rate
         ------------                    -----------
         Michael L. Meyer, Esq.             $350
         Michael F. McGrath, Esq.           $320
         Will Tansey, Esq.                  $210
         Barbara A. Waggie, Paralegal       $120

The Debtor informs Judge Kishel that it has paid Ravich Meyers
$150,000 as retainer on October 12, 2005.  The amount is being
held in the firm's trust account.

Mr. Meyer, a Ravich Meyer shareholder, assures the Court that
neither the firm nor any of its shareholders:

   -- have any connection with any party holding a claim or other
      interest adverse to the Debtor; or

   -- hold any interest adverse to the Debtor in matters upon
      which the firm is to be engaged.

Neither the firm nor any of its shareholders have any connection
with the creditors of the Debtor, the U.S. Trustee or its
employees, or any other party-in-interest or their attorneys, Mr.
Meyer adds.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Wants Section 345 Deposit Guidelines Waived
------------------------------------------------------------
Section 345(b) of the Bankruptcy Code generally requires that,
with respect to investments other than those "insured or
guaranteed by the United States or by a department, agency or
instrumentality of the United States or backed by the full faith
and credit of the United States," the estate must require a bond
in favor of the United States secured by the undertaking of a
court-approved corporate surety.

However, the Court is allowed to dispense with this limitation
"for cause."

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, tells the Honorable Gregory F. Kishel
of the U.S. Bankruptcy Court for the District if Minnesota that
Mesaba Aviation, Inc., obtains a greater yield by investing funds
in accordance with its normal practices than it would if through
government securities.  Investing the Debtor's cash pursuant to
its past practices will result in greater returns for the Debtor's
estate over time with little or no additional investment risk.

Moreover, the Debtor believes that investment of excess cash in
the money market accounts is commercially reasonable and
consistent with the intent of Section 345.

Accordingly, the Debtor asks Judge Kishel for permission to
continue investing its cash in accordance with its past business
practices.  The Debtor asks the Court to waive the deposit
guidelines in Section 345(b).

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Wants DLA Piper as Special Counsel
---------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, seeks
the U.S. Bankruptcy Court for the District of Minnesota's
authority to employ DLA Piper Rudnick Gray Cary US LLP as its
special counsel.

DLA Piper is part of an international firm with approximately
3,000 attorneys in 20 countries and 54 offices.  The firm provides
an extensive range of legal services through seven global practice
groups -- Commercial, Corporate and Finance, Real Estate,
Legislative and Regulatory, Litigation, Human Resources and
Technology, Media and Communications.

As special counsel, DLA Piper will handle labor, regulatory, and
aircraft leasing and related issues for the Debtor in its Chapter
11 case.

John Spanjers, president and chief operating officer of Mesaba,
relates that the firm has been one of the outside counsel
negotiating the Debtor's labor agreements since 1999.  The firm
has been close advisors to the Debtor throughout the bargaining
process and represented the Debtor in other employment, pension
and benefits matters.  It has represented the Debtor in grievances
and has been integrally involved in myriad aspects of the Debtor's
labor and employment relations.

Since 2001, DLA Piper has advised the Debtor concerning the
regulations and policies of the U.S. Department of
Transportation, Federal Aviation Administration, Transportation
Security Administration, and Bureau of Customs and Border
Protection, Mr. Spanjers continues.  Furthermore, DLA Piper
appears as counsel for the Debtor in the informal resolution of
civil penalty and similar actions brought against the Debtor by
the FAA and CBP.

The Debtor believes that DLA Piper's experience makes the firm
"intimately familiar with complex legal issues that have arisen
and are likely to arise" in its case.  The Debtor asserts that the
services to be provided by DLA Piper will be complementary to,
rather than duplicative of, the services to be performed by
Marr Hipp Jones Wang LLP and other counsel on behalf of the
Debtor.

The Debtor will pay DLA Piper for the legal services on an hourly
basis and reimburse the firm's actual and necessary out-of-pocket
expenses.

The Debtor currently enjoys a special billing rate for work
performed by DLA Piper lawyers, Mr. Spanjers discloses.  The
hourly rates charged by DLA Piper lawyers for labor and employment
matters are currently subject to a maximum of $300 per hour.  All
other work is billed at a 15% discount from the attorney's
standard billing rate.  Standard billing rates for DLA Piper
attorneys currently performing work for the Debtor are:

         Professional                 Hourly Rate
         ------------                 -----------
         M. Pearson, Esq.                 $460
         A. Hernandez, Esq.               $450
         J. Mietus, Esq.                  $465
         M. Muedeking, Esq.               $565
         R. Patel, Esq.                   $400
         A. Jean, Esq.                    $305

Marilyn A. Pearson, Esq., member of DLA Piper, assures the Court
that DLA Piper does not represent or hold any interest adverse to
the Debtor or its estate with respect to matters on which the firm
is to be employed.

However, Ms. Pearson discloses, DLA Piper likely has represented,
and likely will continue to represent, certain of the Debtor's
creditors and other parties actually or potentially adverse to the
Debtor in matters unrelated to the labor and employment,
regulatory, aircraft leasing and transaction matters.
Specifically, DLA Piper is representing Northwest Airlines as
special labor counsel.  That representation, Ms. Pearson points
out, involves discrete labor and employment issues wholly
unrelated to the Debtor in its Chapter 11 case.  The Debtor and
Northwest have also consented to DLA Piper's representation of
both parties.  The firm has not completed its contacts check and,
if necessary, will supplement its disclosure.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Approve Kinder Morgan Settlement Accord
------------------------------------------------------------------
Jason D. Schauer, Esq., at White & Case, in Miami, Florida,
relates that Kinder Morgan Power Company is a party to a Limited
Liability Company Agreement of Wrightsville Power Facility,
L.L.C., dated July 14, 2000, with Mirant Wrightsville Management,
Inc., and Mirant Wrightsville Investments, Inc.

The parties entered into the Facility LLC Agreement for the
development, construction, financing, ownership, and operation of
a 560 MW power generating facility located in Pulaski County,
Arkansas.  The facility is leased and operated by Wrightsville
Power Facility, LLC.

Wrightsville Power is 50% owned by Wrightsville Investments, 1%
owned by Wrightsville Management, and 49% owned by KMPC.

                  The Interconnection Agreement

Wrightsville Power is also a party to an Interconnection and
Operating Agreement with Entergy Arkansas, Inc., dated June 4,
2001, whereby Entergy reimburses Wrightsville Power of certain
payments Wrightsville Power made to Entergy on account of energy
transmission service on Entergy's power transmission system --
the Transmission Credits.

Under the Interconnection Agreement, the Transmission Credits are
payable when the Wrightsville Power Plant operates and generates
electricity for sale.  Mr. Schauer notes that Wrightsville Power
has not operated the Wrightsville Power Plant since the Petition
Date because it was not cost effective to do so.

                The Wrightsville Power Plant Sale

On June 1, 2005, the U.S. Bankruptcy Court for the Northern
District of Texas approved an Asset Purchase and Sale
Agreement dated February 24, 2005, as amended, entered into by
Wrightsville Power, Wrightsville Development Funding, L.L.C.,
Wrightsville Management, Wrightsville Investments with Arkansas
Electric Cooperative Corporation.  Under the Sale Agreement, AECC
agreed to purchase the Wrightsville Power Plant and other related
assets and assume certain related liabilities of the Wrightsville
Sellers.

In connection with the Sale Agreement, AECC took an assignment of
certain contracts relating to the Wrightsville Power Plant.
However, AECC declined to take an assignment of certain executory
contracts executed by Kinder Morgan and certain Debtors.

The KM Executory Contracts include:

   * Letter Agreement dated March 25, 2001, executed by KMPC and
     Wrightsville Management, and any amendments;

   * Engineering, Procurement and Construction Agreement dated
     July 14, 2000, executed by Wrightsville Power and KMPC, and
     any amendments;

   * Limited Liability Company Agreement of Wrightsville Power
     Facility, L.L.C., dated as of July 14, 2000 executed by
     KMPC, Wrightsville Management and Wrightsville Investments
     and any amendments;

   * Limited Liability Company Agreement of Wrightsville
     Development Funding, L.L.C., dated as of July 14, 2000,
     executed by KMPC, Wrightsville Management and Wrightsville
     Investments and any amendments;

   * Indemnification Agreement entered into as of December 31,
     2001, by and among Wrightsville Management, Wrightsville
     Investments, and KPMC and any amendments

   * Guaranty dated July 14, 2000, signed by KMPC in favor of
     Wrightsville Power and Wrightsville Funding, regarding the
     Power LLC Agreement and the Funding LLC Agreement and any
     amendments;

   * Guaranty dated July 14, 2000, signed by KMPC in favor of
     Wrightsville Power and Wrightsville Funding, regarding the
     EPC Agreement and any amendments;

   * Memorandum of Understanding dated December 31, 2001, signed
     by Wrightsville Management, Wrightsville Investments and
     KMPC and any amendments; and

   * any and all executory contracts and unexpired leases between
     any of the Debtors and Kinder Morgan that relate to the
     Wrightsville Power Plant and would not have been executed by
     the parties but for the Wrightsville Power Plant.

                   Asserted Claims of the Debtors,
                       KMPC and Kinder Morgan

KMPC asserts a right, title, or interest to 50% of the
Transmission Credits, the related proceeds, or payments made on
account of it pursuant to a March 25, 2001 letter agreement KMPC
sent to Mirant Corporation, as signed by KMPC and Wrightsville
Management.

KMPC timely filed Claim Nos. 7125, 7126, 7127, 7128, 7132, 7133,
7134, 7135, 7136, 7137, 7138, 7139, 7140, 7141 and 7142, against
the Debtors.

The Debtors have disputed KMPC's assertions.  The Debtors also
assert that they have claims against KMPC and certain affiliates
relating to receiving preferential transfers and the receipt of
recoverable dividends from Wrightsville Power.

                      The Entergy Settlement

On January 8, 2005, the Debtors asked the Court to approve a
settlement with Entergy relating to claims filed by Entergy and
other matters.  As part of the Entergy Settlement, Wrightsville
Power and Entergy agreed to the treatment of approximately
$30,000,000 in Transmission Credits, including a reduction of the
Transmission Credits by $7,272,648 -- of which $4,272,648 may be
reinstated, subject to certain conditions.

KMPC objected to the Entergy Settlement on the grounds that it
owned 50% of the Transmission Credits, and those credits could
not be reduced without KMPC's consent.

On February 16, 2005, the Court approved the Entergy Settlement.
Among others, the Entergy Order provided:

   (a) that the ownership of the Transmission Credits would be
       determined by subsequent litigation before the Bankruptcy
       Court between the Debtors and KMPC; and

   (b) how the Transmission Credits would be treated, depending
       on the outcome of the Litigation;

   (c) that until the ownership of the Transmission Credits was
       resolved, Wrightsville Power would hold 50% of any cash
       refund or tax refund received from Entergy in a segregated
       account, pending resolution of the Ownership Resolution.

After giving effect to Entergy Settlement, approximately
$23,369,758 in principle outstanding Transmission Credits remain.

               The Kinder Morgan Settlement Agreement

After arm's-length negotiations, the Debtors and KMPC entered
into a settlement agreement to resolve their dispute, without the
expense and uncertainty attendant in litigation.  The salient
terms of the agreement are:

A. Partial Disallowance of Claims

   Each of KMPC's Claims except for Claim No. 7126 are disallowed
   and expunged in their entirety, with prejudice to KMPC's
   ability or right to assert or prosecute those Claims in any
   forum.

B. Allowed KMPC Claim

   Kinder Morgan is allowed a $1,500,000 unsecured, general,
   prepetition, non-subordinated claim against Wrightsville
   Management.  The Allowed Claim is in full and complete
   satisfaction of each and all of the Claims, as well as any
   other claims KMPC could or may assert against any of the
   Debtors.  The Allowed Claim is the only claim that may be
   voted by KMPC in connection with any plan of reorganization
   and the only claim that is entitled to receive any
   distributions in the Debtors' bankruptcy cases.

C. Rejection of Executory Contracts

   KMPC and Kinder Morgan consent to the KM Executory Contracts
   being rejected under Section 365 of the Bankruptcy Code.  KMPC
   and Kinder Morgan will each waive and release any rejection
   damage claims that could possibly arise from the rejection of
   any KM Contract.

D. Consent Relating to the Sale Agreement

   Notwithstanding entry of the Wrightsville Sale Order, Kinder
   Morgan Michigan, L.L.C., formerly known as Kinder Morgan
   Arkansas, L.L.C., will execute a consent to the assignment to
   AECC of these Assigned Contracts to which KMM is a party:

   * The Assignment and Assumption Agreement For Certain Gas
     Pipeline Rights of Way between KMM and Wrightsville Power
     dated September 28, 2000; and

   * The Assignment and Assumption Agreement For Certain Gas
     Pipeline Rights of Way between KMM and Wrightsville Power
     dated April 26, 2001.

E. Mutual Releases

   The Debtors and Kinder Morgan have executed general, mutual
   releases in favor of each other.  The Debtors' release of
   KMPC, Kinder Morgan and certain Kinder Morgan Affiliates
   includes a release of avoidance actions that arise under
   chapter 5 of the Bankruptcy Code.  The release in favor of the
   Debtors includes:

   -- a release and waiver of any interest in the Transmission
      Credits;

   -- a release of any rejection damage claims; and

   -- a release of the Debtors' obligations to KMPC under the
      Entergy Settlement Order.

F. Tolling of Limitations Periods

   The running of any applicable statutes of limitations with
   respect of any of the Debtors' asserted claims against KMPC
   and Kinder Morgan are tolled to the extent that they have not
   expired as of the execution date of the Settlement Agreement.

The Debtors ask the Court to approve their Settlement Agreement
with KMPC and Kinder Morgan.

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


MIRANT CORP: Wants Settlement with L.A, Water & Power Dept. Okayed
------------------------------------------------------------------
Before Mirant Corporation and its debtor-affiliates filed for
bankruptcy protection, the Department of Water and Power of the
City Of Los Angeles and Mirant Americas Energy Marketing, LP, were
parties to a Western System Power Pool Agreement.  Pursuant to the
Agreement, the Debtors and LADWP entered into a series of
purchases and sales of power culminating in August 2003.

Prepetition, the Debtors paid $500,000 to LADWP as collateral for
future transactions under the Agreement.  LADWP has retained the
$500,000 and has not applied any portion of it to any amounts
owing to LADWP as of the Petition Date.

The Parties have agreed that:

    (a) As of the Petition Date and under the Agreement and
        related transactions:

        1. MAEM owes LADWP $921,412; and
        2. LADWP owes MAEM $714,993.

    (b) LADWP owes MAEM $156,002 pursuant to postpetition
        transactions for energy sold by MAEM to LADWP.

To avoid litigation of the dispute, which will require the
Debtors to expend time and resources at a time when their
personnel and counsel are focused on their reorganization
efforts, and to resolve claims under the Agreement, the Debtors
have agreed to enter into a settlement agreement with the LADWP.

Under the Settlement Agreement, the Debtors and LADWP agreed that
the amounts due and owing to each Party as of the Petition Date
will be offset, leaving a $206,418 balance owing by MAEM to
LADWP.  The difference of $206,418 will be paid from the $500,000
collateral currently held by LADWP, reducing the amount of that
collateral to $293,581.

In full satisfaction of all obligations under the Agreement,
including return of the remaining collateral and in satisfaction
of all outstanding postpetition invoices, LADWP will pay $449,583
by wire transfer to MAEM.

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)


NATURADE INC: Inks Multi-Mil Pact to Buy Living Essentials Assets
-----------------------------------------------------------------
Naturade Inc. and Innovation Ventures, L.L.C. d/b/a Living
Essentials entered into an Asset Purchase Agreement, pursuant to
which Naturade has the right to acquire certain assets relating to
Living Essentials' health-related products business.  As
consideration for the assets, Naturade would at closing:

   (a) pay $8,500,000, subject to a working capital adjustment,

   (b) assume current accounts payable and accrued liabilities,

   (c) issue a promissory note payable to Living Essentials in the
       principal amount of $3,000,000, and

   (d) issue 3,000,000 shares of Naturade's Common Stock.

The Agreement provides for certain closing conditions that require
a certified audit, the successful completion of financing and no
material adverse change in the business from July 31, 2005, until
closing.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?25f

Naturade Inc. is a branded natural products marketing company
focused on growth through innovative, scientifically supported
products designed to nourish the health and well being of
consumers.  The Company primarily competes in the overall market
for natural, nutritional supplements.  Nutrition Business Journal,
a San Diego-based research publication that specializes in this
industry, reports that sales for the overall $58 billion
"Nutrition" industry were up 7% in 2004 versus 2003.  Naturade
primarily competes in the $19 billion segment defined by NBJ as
Supplements, which grew 3.8% in 2004.  In addition, the report
points out that sales of supplements were growing at similar rates
in both the mass market channel and health food and natural
product stores at approximately 3.5%.

As of June 30, 2005, Naturade's balance sheet reflects a
$3,992,088 stockholders' deficit, compared to a $3,031,548
deficit at Dec. 31, 2004.


NEXTMEDIA OPERATING: Moody's Rates New $100 Million Loan at B3
--------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to NextMedia
Operating, Inc.'s $50 million revolving credit facility and $240
million first lien term loan and a B3 rating to the company's new
$100 million second lien term loan.  Additionally, Moody's lowered
the corporate family rating to B2.  The outlook is stable.  The
proceeds from the transaction will be used to refinance the
company's existing unrated $125 million revolving credit facility
and $200 million of 10.75% senior subordinated notes, as well as,
to finance the acquisition of KBAY-FM and KEZR-FM from Viacom for
$80 million in cash.

The downward revision to the corporate family rating reflects the
increased debt burden as a result of the recently announced
refinancing and acquisition (Moody's estimates pro forma leverage,
as measured as total debt plus preferred-to-EBITDA, will be
approximately 8 times at YE 2005, an increase from 6.6 times at YE
2004) coupled with our expectations that the company will only be
able to modestly reduce leverage over time even with a successful
integration of these two stations with its existing radio
operations plus continued growth of the outdoor business.

Moody's assigned these ratings:

    * a B1 rating to the new $50 million secured revolving
      credit facility;

    * a B1 rating to the new $240 million first lien term loan;
      and

    * a B3 rating to the new $100 million second lien term loan.

Moody's lowered this rating:

    * Corporate Family rating to B2 from B1

Moody's intends to withdraw the B3 rating on the $200 million of
outstanding 10.75% senior subordinated notes due 2011 upon
completion of the expected tender offer.

The rating outlook is stable.

The ratings remain constrained by:

   * NextMedia's higher debt burden;

   * modest free cash flow generation;

   * aggressive acquisition strategy of consolidating smaller
     market radio and outdoor advertising assets; and

   * management's willingness to use debt to finance this
     strategy.

As a result, NextMedia may experience integration challenges along
with high financial leverage and thin interest coverage, while
pursuing its growth strategy.

The ratings benefit from:

   * the company's strong position within its markets (radio
     stations rank #1 or #2 in each of its 14 mid-sized markets)
     which provides some protection from advertising dollars
     shifting to other mediums (e.g. internet, satellite radio);

   * clustering approach of radio and outdoor assets that garner
     above average share of local advertising revenues (about 90%
     of total revenues);

   * limited competition in their markets; and

   * diversified revenue stream (no region contributes more
     than 12% of revenues).

The ratings also reflect management's track record of successfully
integrating past acquisitions and its ability to opportunistically
utilize asset swaps and signal relocations to strengthen operating
performance in new and existing markets.  Further, the ratings are
supported by the significant asset coverage of debt presented by
its portfolio of radio and outdoor assets.  Lastly, Moody's
believes that there is greater growth potential for the outdoor
advertising industry and, as such, the ratings benefit from the
company's exposure to this segment.

The stable outlook reflects Moody's expectation that the company's
operations will experience modest improvement over the ratings
horizon as NextMedia integrates its newly acquired radio stations.
As such, Moody's expects leverage to remain high at about 7.6
times at FYE 2006.  Moody's does not believe that NextMedia will
experience positive ratings momentum over the near to intermediate
term as a result of the incremental leverage taken on to finance
this latest acquisition.  If the company pursues any additional
debt financed acquisitions which increases leverage above current
levels, a negative outlook or ratings downgrade may be warranted.

Pro forma for the financing and acquisition, Moody's estimates
leverage will increase to about 8 times for the trailing twelve
month period ending September 30, 2005.  Additionally, cash
coverage of interest (as measured as EBITDA-to-interest expense)
is thin at about 2 times.

The B1 rating on the secured first lien revolving credit facility
and term loan are notched one level up from the corporate family
rating reflecting the benefits of the collateral package, as
lenders will have the senior-most position in the new debt capital
structure with a first lien on substantially all of the assets and
capital stock of the company's subsidiaries.  Moody's expects that
these securities would be amply covered on an enterprise basis
even under a distressed scenario.  The B3 rating on the second
lien term loan is notched one level below the corporate family
rating reflecting its second priority interest behind the first
lien debt as the most junior position in the debt capital
structure with the expected redemption of the 10.75% senior sub
notes.  While full recovery would be expected under any potential
distressed scenario, coverage on an enterprise basis would be
weaker.

NextMedia, headquartered in Englewood, Colorado, is an operator of
radio and outdoor advertising assets.


NORCAL WASTE: S&P Changes Outlook to Stable from Positive
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Norcal
Waste Systems Inc. to stable from positive.  The 'BB-' corporate
credit rating was affirmed.  Total debt outstanding, including
capitalized leases, was about $171 million as of June 30, 2005.

"The outlook revision reflects our view that Norcal Waste is
likely to pursue growth-related investments over the intermediate
term that could forestall management efforts to further improve
its capital structure to a level consistent with higher ratings,"
said Standard & Poor's credit analyst Robyn Shapiro.  Norcal
recently increased the size of the company's revolving credit
facility to $450 million from $250 million.  This additional
availability could be used to fund the company's growth and, as a
result, progress in debt reduction and a consequent improvement to
key credit protection measures is not as likely as anticipated
earlier.

The rating on Norcal Waste Systems Inc. reflects its significant
geographic concentration and fairly heavy debt use, partially
offset by its position as a well-established regional participant
in the solid waste industry.

San Francisco, Calif.-based Norcal provides integrated solid waste
collection, recycling, and disposal services to approximately
640,000 residential, commercial, and industrial customers in about
60 cities and counties throughout California.  The company has a
leading market position in the state, but the business risk
profile is weak because of high dependence on its San Francisco
business, lack of diversity outside of California, and
ownership of only four landfills.

Stability of results is enhanced by near-exclusive, long-term
franchise and other agreements that generate a majority of
revenues.  Norcal derives almost 50% of revenues from exclusive
permits to collect solid waste in San Francisco.  A 1932 ordinance
providing this exclusivity can be repealed or amended only by
local electorate, and such challenges were soundly defeated in
1993 and 1994.  The ordinance also provides for rate adjustments.

California regulation requires that each city recycle 50% of its
waste.  Norcal's state-of-the-art recycling facilities are
expected to increase operating efficiency and profitability.  In
addition, the company has embarked on an innovative food-recycling
program that it hopes to expand throughout the state.  Management
is committed to diversifying the business through geographical and
service expansions as well as sustainable practices.  The recent
modernization of its fleet of trucks along with the construction
of state-of-the-art collection and recycling centers should offset
the negative effects of increased fuel costs on profitability.

The ratings are supported by our expectations that the company
will maintain credit measures at levels appropriate for the
ratings.  The outlook could be revised to negative if the company
uses its considerable borrowing capacity to expand more
aggressively than expected and credit measures stretch
beyond levels considered appropriate for the current ratings.


NORTEL NETWORKS: Names Mike S. Zafirovski as President & CEO
------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT) (TSX:NT) Board of
Directors appointed Mike S. Zafirovski as president and chief
executive officer.

Mr. Zafirovski will succeed Bill Owens as president and CEO on
November 15th, 2005.

"Mike Zafirovski has the kind of proven, team-building leadership
that has seen him create significant new value during his career
in two of the world's most important global corporations," said
Harry J. Pearce, chairman of the board, Nortel.  "He's the right
leader to build on the important work of Bill Owens - and take
Nortel to the next level."

Mr. Zafirovski, 51, has a 30-year career of leadership with two of
the world's highest profile corporate innovators, General Electric
and Motorola.  From 1975 to 2000, Mr. Zafirovski served with
General Electric in a succession of senior executive positions in
a number of the company's key divisions:

   * president and CEO, GE Lighting;
   * president, GE Capital Mortgage Corporation; and
   * president and CEO, GE Capital Fleet Services.

In 2000, Mr. Zafirovski joined Motorola, first as president and
CEO of the Personal Communications Sector, and from 2002 to 2005,
as president and chief operating officer of Motorola.

Mr. Pearce saluted outgoing vice-chairman and CEO Bill Owens.  "At
a moment of great challenge and enormous need in the history of
this company, the Board turned to one of its own, whose long
career embodied the highest levels of trust, integrity and
distinguished leadership," Mr. Pearce said.  "We needed an
experienced, steady hand and Bill delivered.  On behalf of our
Board, our employees, investors, partners and customers, we will
be forever grateful."

"Bill re-established stability within Nortel and credibility with
all its stakeholders.  He guided the company in becoming current
in its financial reporting and maintained the loyalty of our
customers.  Mike can now build for the future on the strong
foundation Bill Owens has given us," Pearce said.

Mr. Owens added, "As Nortel has said over the past many months 'We
are Playing to Win' and Mike's coming on board is a most important
step along that path.  His proven track record in the global
telecom sector and the business world will serve this company, our
shareholders and our customers extremely well.  I'm proud to have
him take the helm."  Mr. Owens continued, "We are proud of and
pleased with our achievements over the past 19 months.  We are on
a very stable, solid footing, with a rebuilt and strong senior
management team, are back to regular financial reporting, and are
growing business in some of the most important markets in the
world.  The employees, customers and partners of this great
company are world class and I am deeply grateful for their support
and dedication.  At 65, I'm now pleased to turn over this company
to a proven leader to drive our success over many years ahead."

Mr. Zafirovski said, "I've had the privilege, through my career of
working for organizations whose success was based on understanding
and leveraging tremendous internal brainpower and human capital.
And that's why I'm so excited about Nortel.  I see those same
characteristics at play.  They're the foundation of Nortel's
tradition of leadership and innovation, its global presence and
its iconic status for technical excellence."

"Bill is leaving a company uniquely positioned for the future that
can capitalize on vital opportunities around the world.  His
dedication and results are both evident as well as significant,
and I thank him for his support and contributions," continued Mr.
Zafirovski.  "Candidly, there are very few companies that combine
Nortel's rich legacy of innovative leadership and customer base
with its enviable position in the world's most important and
fastest growing markets.  I'm thrilled to have the opportunity to
work with the global and dynamic team of men and women at Nortel."

Mr. Zafirovski, a native of Macedonia, emigrated to the United
States in 1969.  He is married to Robin, and they have three sons.
He is a director of The Boeing Corporation as well as a variety of
philanthropic and educational institutions.

Mr. Zafirovski has also been appointed president and CEO of Nortel
Networks Limited, the Company's principal operating subsidiary,
and a director to the Boards of the Company and NNL, effective
November 15, 2005.

Upon leaving Nortel, Bill Owens will continue his engagements
around the world in serving on various boards, in promoting good
governance, and will continue to pursue entrepreneurial endeavors
as well as his philanthropic interests.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation was based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.


OCEANTRADE CORP: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Oceantrade Corporation
        c/o Bulkamerica Corporation
        137 Rowayton Avenue
        Rowayton, Connecticut 06853

Bankruptcy Case No.: 05-48253

Chapter 11 Petition Date: October 15, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, New York 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

A list of the Debtor's 20 largest unsecured creditors was not
available at press time.


ORGANIZED LIVING: Proposes Auction Procedures to Sell Trademarks
----------------------------------------------------------------
Organized Living, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Ohio to approve uniform auction and notice
procedures in connection with the proposed sale of its trademark
assets.

The proposed sale of the trademark assets follows the liquidation
of the Debtor's inventory and leasehold assets.  The Debtor has
retained The 363 Group, Inc., to liquidate its remaining
intellectual property assets.

                       Trademark Assets

As reported in the Troubled Company Reporter, the trademark assets
for sale include:

   -- OLI's registered trademarks,

   -- domain names, including http://www.organizedliving.com/and
      http://www.organized1.com/

   -- software,

   -- graphic images,

   -- enterprise software licenses from Microsoft, and

   -- detailed sales history and transaction data.

Information on the trademark assets is available through The 363
Group by contacting:

      Mark F. Thomann
      Phone: 312.834.0993
      Fax: 312.834.1111
      E-mail: mthomann@363group.com
      Web site: http://www.363group.com/

              Bidding and Auction Procedures

In order to solicit the highest and best bids for the trademarks,
the Debtor will conduct a two-step auction process.  Interested
buyers must submit binding, sealed bids no later than 5:00 p.m. on
Nov. 15, 2005, to:

   a) Debtor's Counsel:

      Squire, Sanders & Dempsey LLP
      Attention: Tim J. Robinson, Esq.
      1300 Huntington Center
      41 South High Street
      Columbus, Ohio 43215

   b) Organized Living, Inc.
      Attention: Hal Hollingsworth
      5150 E. Dublin-Granville Road
      Columbus, Ohio 43081

   c) The 363 Group, Inc.
      Attention: Mark F. Thomann
      141 West Jackson Blvd, Suite 3620
      Chicago, Illinois 60604

   d) Counsel for the Official Committee of Unsecured Creditors:

      Pachulski, Stang, Ziehl, Young, Jones & Weintraub
      Attention: Jeffrey N. Pomerantz,
      10100 Santa Monica Blvd., 11th Fl.
      Los Angeles, CA 90067,

          - and -

      Frost Brown Todd LLC
      Attention: Ron Gold
      2200 PNC Center
      201 East Fifth Street
      Cincinnati, Ohio 45202

Bidders are required to make a good faith deposit equal to 10% of
their bids.  Deposits must be remitted to U.S. Bank, the escrow
agent.

All bid packages must include the following required documents:

    a) the template asset purchase agreement;
    b) a check for the deposit amount;
    c) adequate information regarding the bidder's financial
       capacity to close the proposed sale; and
    d) an executed escrow agreement.

Only pre-qualified bidders can participate in the auction
scheduled at 10:00 a.m. on Nov. 17, 2005, at the offices of
Squire, Sanders & Dempsey LLP in Columbus, Ohio.

A copy of the bidding and auction procedures is available for a
fee at:

    http://www.researcharchives.com/bin/download?id=051018033327

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


OSE USA: Merging with Orient Semiconductor in Privatization Deal
----------------------------------------------------------------
OSE USA, Inc. (OTCBB: OSEE) reported its adoption of a Rule 13e-3
"going private" transaction pursuant to agreement with its
principal shareholder Orient Semiconductor Electronics Limited
(TSE: 2329).

Pursuant to the terms of the agreement:

   (1) OSEE will merge with OSE Acquisition Corporation, a
       purpose-formed wholly owned Delaware subsidiary of Orient;

   (2) the surviving corporation will succeed to all of OSEE's
       assets and liabilities and will operate under a certificate
       of incorporation and bylaws substantially identical with
       those of OSEE and with the same directors and officers;

   (3) Orient's investment in OSEE Preferred Stock will be
       converted into the same investment in the surviving
       corporation; and

   (4) OSEE's common stock will be converted into the right to
       receive payment of cash consideration of $0.006 per share
       to be funded by Orient.

The company expects the transaction to close during the fourth
quarter of 2005.

President Edmond Tseng stated: "The company was severely impacted
by the economic downtown and retrenchment in the semiconductor
industry which commenced before Orient Semiconductor Electronics
made its initial investment in 1999.  Despite our best efforts,
the company's economic prospects have steadily declined and its
outstanding debt to the parent company, coupled with increasing
costs of compliance, has increased to levels that make the
company's turnaround as a public company not a viable prospect.
We therefore have searched for a way to create a liquidity
opportunity for our stockholders, most of whom have experienced
significant loss in value of their investment in a very limited
market without even the ability to realize the tax benefit of a
capital loss.  We believe that the going private transaction is
fair to all parties and will provide such an opportunity to all of
our minority shareholders and shift the burden of the company's
future prospects entirely to the parent company."

OSE, Inc., serves as the exclusive North American distributor for
OSE, a public Taiwanese company and the Company's principal
stockholder.  OSEI also serves as the exclusive North American
distributor for the affiliated company OSE Philippines.  OSEI
derives its revenues exclusively from fees received on the sales
of OSE's and OSEP's semiconductor assembly and test services to
customers headquartered in North America.

As of July 3, 2005, OSEI's balance sheet reflects a $46,503,000
stockholders' deficit compared to a $47,422,000 deficit at
Dec. 31, 2004.


PERSISTENCE CAPITAL: Bruinbilt Wants Rule 2004 Probe on Oct. 31
---------------------------------------------------------------
Bruinbilt, LLC, asks the U.S. Bankruptcy Court for the Central
District of California, San Fernando Valley Division, for
authority to examine Persistence Capital, LLC, pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure.

Bruinbilt became a creditor of Persistence as a result of an
arbitration award in August 2005.  The Arbitrator awarded
$12.5 million to Bruinbilt after finding Persistence breached a
contract and committed fraud.

Bruinbilt wants to obtain documents and other information to
determine what assets Persistence has to satisfy the $12.5 million
award.  Bruinbilt believes that Persistence made substantial
transfers of assets for less than reasonably equivalent value, or
made preferential payments that are subject to possible avoidance
and recovery.

Bruinbilt asks that the examination of Persistence Capital be held
on Oct. 31, 2005, at 10:00 a.m. at the offices of Sheppard,
Mullin, Richter & Hampton LLP located at 333 South Hope Street,
48th Floor in Los Angeles, California.

Bruinbilt is represented by:

            Richard W. Brunette, Jr., Esq.
            Theresa L. Wardle, Esq.
            Sheppard, Mullin, Richter & Hampton LLP
            333 South Hope Street, 48th Floor
            Los Angeles, California 90071-1448
            Tel: 213-620-1780, Fax: 213-620-1398

Headquartered in Westlake Village, California, Persistence Capital
LLC, filed for chapter 11 protection on Sept. 13, 2005 (Bankr.
C.D. Calif. Case No. 05-16450).  Lawrence R. Young, Esq., of
Downey, Calif., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $85,000,000 in assets and $28,602,241 in debts.


PIMS NEW YORK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: PIMS New York, Inc.
        245 West 17th Street, 4th Floor
        New York, NY 10011

Bankruptcy Case No.: 05-47145

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      PIMS Chicago, Inc.                         05-47221

Type of Business: The Debtor is the world's leading production and
                  distribution service for PR and marketing
                  professionals.  See http://www.pimsinc.com

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Matthew J. Gold, Esq.
                  Kleinberg, Kaplan, Wolff & Cohen, P.C.
                  551 Fifth Avenue
                  New York, New York 10176
                  Tel: (212) 986-6000
                  Fax: (212) 986-8866

                      Estimated Assets       Estimated Debts
                      ----------------       ---------------
PIMS New York, Inc.   $500,000 to            $1 Million to
                      $1 Million             $10 Million

PIMS Chicago, Inc.    $100,000 to $500,000   $1 Million to
                                             $10 Million

A list of the Debtors' 20 Largest Unsecured Creditors was not
available at press time.


PLYMOUTH RUBBER: Gets Fourth Interim Order to Use Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
entered a fourth interim order authorizing Plymouth Rubber
Company, Inc., and its debtor-affiliate Brite-Line Technologies,
Inc., to:

   a) continue using Cash Collateral securing repayment of pre-
      petition obligations to LaSalle Bank National Association,
      General Electric Capital Corporation, TD Banknorth N.A., CIT
      Group/Engineering Finance, Inc., and the Pension Benefit
      Guaranty Corporation; and

   b) provide adequate protection and grant mortgages, liens,
      security interests and superpriority claims to those Pre-
      Petition Lenders.

The Court entered its fourth interim order on Oct. 5, 2005.

                     Pre-Petition Debt
                 & Use of Cash Collateral

As previously reported in the Troubled Company Reporter on
July 21, 2005, under various pre-petition Loan Agreements, the
Debtors owe:

      Pre-Petition Lender                  Amount Owed:
      -------------------                  ------------
      LaSalle National                     $14,087,648
      GE Capital                             5,625,000
      TD Banknorth                           1,724,531
      PBCG                                   5,700,000
      (liability under the Debtors'
      Employee Pension Plan)              ------------
                                           $26,137,179

The Debtors continued access to the Cash Collateral securing
repayment of those loans and the PBGC obligation is needed to
minimize disruption of their businesses and operations, meet
payroll and other operating expenses, obtain needed supplies and
retain customer and supplier confidence by demonstrating ability
to maintain normal operations.

The Pre-Petition Lenders and the PCBG have consented to the
Debtors' continued use of the Cash Collateral.

The Debtors' fourth interim authority to use the Cash Collateral
is in strict compliance with a thirteen-week Budget covering the
period from Oct. 7 to Dec. 30, 2005.

The Court orders that from Oct. 7 to Dec. 2, 2005, the Debtors may
only use the Cash Collateral in an aggregate amount not to exceed
$12,521,000 for the expenditures pursuant to that period in the
Budget and under the terms of the Court's Fourth Interim Order.

A copy of the two-page Budget is available for free at
http://ResearchArchives.com/t/s?261

                           Adequate Protection

As adequate protection against any diminution in value of the
interests of the Pre-Petition Lenders and the PCBG in the Pre-
Petition Collateral, those Lenders and the PCBG are granted
replacement liens with the same respective validity, extent and
priority that they have in the Pre-Petition Collateral as of the
Petition Date.

The Court will convene a hearing at 12:00 p.m., on Nov. 28, 2005,
to consider the Debtors' request to use the Cash Collateral on a
permanent basis.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$10 million to $50 million in assets and debts.


PROXIM CORPORATION: Wants Until Jan. 9 to File Chapter 11 Plan
--------------------------------------------------------------
Proxim Corporation, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for an extension of
their time to file and solicit acceptances of a chapter 11 plan.
The Debtors ask until January 9, 2006, to file a plan and until
March 8, 2006, to solicit acceptances of that plan.

After the sale closing of substantially all of the Debtors' assets
on July 27, 2005, Proxim, the Official Committee of Unsecured
Creditors, and the Warburg Group have engaged in settlement
negotiations regarding the lenders allowed secured claim.

As soon as a settlement is reached, the Debtors tell the Court
they'll be in a position to propose a disclosure statement and
plan.  While waiting for the outcome of the settlement talks, the
Debtors want to make sure that the status quo won't be disrupted
by other parties filing their own chapter 11 plans.

The Court will convene a hearing on November 18 to consider the
Debtors' request.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


QTC MANAGEMENT: S&P Assigns B Rating to Proposed $115 Mil. Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating on QTC Management Inc., an outsourced provider of
medical examinations related to disability claims.

At the same time, we assigned our 'B' rating to the company's
proposed $15 million first lien revolving credit facility due in
2011 and $100 million first lien term loan due in 2012.  A
recovery rating of '4' was assigned to the first lien senior
secured facilities, indicating the expectation of a marginal
recovery of principal in the event of payment default.  The rating
outlook is stable.

Spectrum Equity is acquiring Diamond Bar, Calif.-based QTC
Investors and will finance QTC with a $100 million senior secured
first lien term loan, a $55 million senior secured second lien
term loan, and a significant common equity investment from the
sponsor.

"The ratings on QTC reflect the company's narrow operating focus,
its heavy reliance on three government agency customers, and its
aggressive leverage.  These factors are partially offset by the
company's strong margins and liquidity, its scaleable business
model, and its established position with several key government
agencies," said Standard & Poor's credit analyst Arthur
Wong.

QTC conducts medical examinations on a fee-for-service basis on
behalf of disability benefits providers.  The $400 billion
disability industry is about evenly split between government
disability programs and private programs, which are mostly
comprised of workers' compensation and long-term disability
insurance carriers.  Currently, QTC performs medical examinations
under contract with 15 different government agencies and offices
including the Department of Veterans Affairs, the Department of
Labor, and the Social Security Administration, among others.  The
company's largest contract is with the VA, which represented a
significant portion of revenues in 2004.  This is indicative of
the company's significant customer concentration risk.


QUAY CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Quay Corporation, Inc.
        7101 North Capital Drive
        Lincolnwood, Illinois 60712

Bankruptcy Case No.: 05-63146

Type of Business: The Debtor sells and manufactures dairy
                  products.

Chapter 11 Petition Date: October 18, 2005

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: David K Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 S. Lasalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Mexican Cheese Producers                 $1,480,000
1625 10th Street, Suite 205
Monroe, WI 53566

Quality Snack Foods, Inc.                  $212,128
404 S. Normal Ave.
Chicago, IL 60609

Lifeway Food, Inc.                         $151,692
6431 W. Oakton Street
Morton Grove, IL 60053

Great Lakes Milk Products, Inc.            $125,999
3000 West North Avenue
Melrose Park, IL 60160

Crave Bros. Farmstead Cheese                $71,036
W11555 Torpy Road
Waterloo, WI 53594

Reisner Packaging Inc.                      $66,666
339 W. River Road
Building A, Suite B
Elgin, IL 60123

Shefsky & Froelich                          $61,543
111 E. Wacker Dr., #2800
Chicago, IL 60601

Evans Food Products                         $52,172
4118 S. Halsted Street
Chicago, IL 606092694

NT Logistics                                $49,582
5204 Tennyson Pkwy, #200
Plano, TX 75024

Wisconsin Cheese Group                      $40,102
36909 Treasury Center
Chicago, IL 606946900

Torkelson's Prairie Hill                    $39,856
N398 Twin Grove Road
Monroe, WI 53566

W & W Dairy, Inc.                           $27,695
c/o Dave W
405-18th Avenue
Monroe, WI 53566

San Antonio Packing Company                 $27,216
1922 S. Laredo
San Antonio, TX 78207

Productos Mama Lycha                        $25,656
4442 W. 12th Street
Houston, TX 77055

Import & Export del Sur, Inc.               $21,503
2532 W. Warren Blvd.
Chicago, IL 60612

NICOR Gas                                   $16,603
Attn: Paul C. Gracey, Jr., Esq.
1844 Ferry Rd.
Naperville, IL 60563

El Carmen Imports                           $15,130
1620 N. Kolamr Ave
Chicago, IL 60639

ChevronTexaco Corporation                   $14,121
6001 Bollinger Canyon Rd.
San Ramon, CA 94583

Preferred Transit, Inc.                     $12,803
P.O. Box 199
Monroe, WI 53566

PhilMart Transportation                     $10,978
P.O. Box 157
31 Harrison Street
Braselton, GA 30517


REFCO INC: Files for Chapter 11 Protection in S.D. New York
-----------------------------------------------------------
Refco, Inc., and 23 of its affiliates filed voluntary chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District
of New York on Oct. 17, 2005, just as the new bankruptcy law took
effect.

The bankruptcy filing, which is the country's fourth largest
bankruptcy, came less than a week after the Company's Chairman and
Chief Executive Officer Phillip R. Bennett was arrested and
charged with securities fraud due to an undisclosed $430 million
debt owed by an entity controlled by Mr. Bennett.  Mr. Bennett was
later fired from the Company following an indefinite leave.

None of Refco's regulated subsidiaries, including the futures
brokerage business conducted through Refco LLC, Refco Overseas
Ltd. and Refco Singapore Ltd, and the registered broker dealer
Refco Securities LLC have filed for bankruptcy protection.  Refco
expects that the Bankruptcy Court will enter an order establishing
procedures for submission of competing proposals in due course.

                        Asset Sale

The Company entered into a memorandum of understanding with a
group of investors led by J.C. Flowers & Co. LLC for the sale of
the Company's futures brokerage business conducted through Refco
LLC, Refco Overseas Ltd., Refco Singapore Ltd. and certain related
subsidiaries and other assets.  The investor group includes
entities associated with J.C. Flowers & Co. LLC, The Enstar Group,
Inc., Silver Point Capital, MatlinPatterson Global Advisers LLC,
and Texas Pacific Group.  The Company expects to execute
definitive agreements shortly, although there can be no assurance
that any definitive agreement ultimately will be reached or that a
sale ultimately will be consummated.

The proposed purchase price of $768 million equals 103% of the net
capital of the acquired businesses.  Refco will also have the
option to retain up to 20% of the equity value of the entities
being sold.

Mark Winkelman will serve as Chairman of Refco LLC, and Jacob
Goldfield will serve as Vice Chairman.  Mr. Winkelman was formerly
head of J. Aron & Co. and co-head of the Goldman Sachs fixed
income division.

"We believe that Refco has a tremendously bright future ahead of
it," Mr. Winkelman said.  "Refco's unique platform offers clients
a compelling value proposition, and we are providing Refco with a
stable and well-capitalized shareholder base that will permit it
to continue providing superior service to clients.  We expect to
close this transaction as soon as possible and we will begin our
partnership with Refco employees immediately."

Greenhill & Co. LLC will continue as the Company's financial
advisor.  In accordance with the terms of its engagement, the
services of Goldman, Sachs & Co., terminated on Oct. 17, 2005.

The Company has retained Arthur Levitt, formerly Chairman of the
Securities and Exchange Commission and Chairman of the American
Stock Exchange, and Eugene A. Ludwig, formerly U.S. Comptroller of
the Currency, and currently Chief Executive Officer of Promontory
Financial Group LLC, and Promontory Financial Group LLC as special
advisors to its board of directors.

               About J.C. Flowers & Co. LLC

J.C. Flowers & Co. LLC is an investment firm specializing in
financial services.

                  About The Enstar Group

The Enstar Group (Nasdaq: ESGR) is a publicly traded company
engaged in the operation of several businesses in the financial
services industry, including Castlewood Ltd., Bermuda.  Mr.
Flowers is the largest shareholder of Enstar.

                About Silver Point Capital

Silver Point Capital specializes in credit analysis and
diversified credit-related investments.

         About MatlinPatterson Global Advisors LLC

MatlinPatterson is a private equity firm specializing in control
investments in distressed situations on a global basis.

              About Texas Pacific Group (TPG)

Texas Pacific Group is a global private equity firm investing in
businesses across a range of industries.

                   About Refco Inc.

Headquartered in New York, New York, 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.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005.  J. Gregory Milmoe, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  As of Feb. 28, 2005, Refco Inc. and its
debtor-affiliates listed $48,765,349,000 in total assets and
$48,599,748,000 in total liabilities.  As of May 31, 2005, Refco
Group Ltd., LLC, and its subsidiaries listed $74,319,691,000 in
total assets and $74,108,158,000 in total debts.


REFCO INC: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Refco Inc.
             One World Financial Center
             200 Liberty Street, Tower A
             New York, New York 10281

Bankruptcy Case No.: 05-

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bersec International LLC                   05-
      Kroeck & Associates, LLC                   05-
      Marshall Metals LLC                        05-
      New Refco Group Ltd., LLC                  05-
      Refco Administration LLC                   05-
      Refco Capital LLC                          05-
      Refco Capital Holdings LLC                 05-
      Refco Capital Management LLC               05-
      Refco Capital Markets, LTD                 05-
      Refco Capital Trading LLC                  05-
      Refco Finance Inc.                         05-
      Refco Financial LLC                        05-
      Refco Fixed Assets Management LLC          05-
      Refco F/X Associates LLC                   05-
      Refco Global Capital Management LLC        05-
      Refco Global Finance Ltd.                  05-
      Refco Global Futures LLC                   05-
      Refco Global Holdings LLC                  05-
      Refco Group Ltd., LLC                      05-
      Refco Information Services LLC             05-
      Refco Mortgage Securities, LLC             05-
      Refco Regulated Companies LLC              05-


Type of Business: The Debtors constitute a diversified financial
                  services organization with operations in 14
                  countries and a global institutional and retail
                  client base.  Refco Inc.'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, Paris and Singapore.  In
                  addition to its futures brokerage activities,
                  Refco Inc. and its affiliates are major brokers
                  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.

Chapter 11 Petition Date: October 17, 2005

Court: Southern District of New York

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000

Refco Inc. and its affiliates reported to the Bankruptcy Court
that as of February 28, 2005, their financial condition was:

      Total Assets: $48,765,349,000

      Total Debts:  $48,599,748,000

In a filing with the Securities and Exchange Commission, Refco
Group Ltd., LLC, and its subsidiaries disclosed that their
consolidated balance sheet as of May 31, 2005, reflects:

      Total Assets: $74,319,691,000

      Total Debts:  $74,108,158,000


Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Bawag International Finance                         $451,158,506
BAWAG P.S.K.
Bank fur Arbeit und Wirtschaft und
Osterreichische Postsparkasse
Aktiengesellschaft Sietzergasse 2-4 A-1010
Vienna, Austria
P: +43/1/534 53/3 12 10
F: +43/1/534 53/ 2284

Wells Fargo                                         $390,000,000
Corporate Trust Services
Mac N9303-120
Sixth & Marquette
Minneapolis, MN 55497
P: 612-3 16-47727
Attn: Julie J. Becker

VR Global Partners, LP                              $380,149,056
Avora Business Park
77 SADOVNICHESKAYA NAB. BLDG. 1
Moscow, Russia 115035

Rogers Raw Materials Fund                           $287,436,182
C/O Beeland Management
141 West Jackson Blvd., Suite 1340
Chicago, IL 60604
P: (312) 264-4375

Bancafe International Bank Ltd                      $176,006,738
Carrera 11 82-76
Segundo 2
Bogota, Colombia
P: 636-4349

     - and -

Bancafe International Bank Ltd
801 Brickell Ave. Ph1
Miami, FL 33131
P: 305-372-9909
F: 305-372-1797

Markwood Investments                                $110,056,725
Via Lovanio
#19 00198
Rome, Italy

Capital Management Select Fund                      $109,009,282
Lynford Manor, Lynford Cay
Nassau, Bahamas

Leuthold Funds Inc                                  $107,264,868
Leuthold Industrial Metals, LP
100 North 6th Street Suite 412A
Minneapolis, MN 55403
P: 612-332-9141
F: 612-332-0797
Attn: David Cragg

Rietumu Banka                                       $100,860,048
JSC Rietumu Banka
Reg. No. 40003074497
VAT No. LV40003074497
54 Brivibas str
Riga, LV-1011 LATVIA
P: +371-7025555
F: +371-7025588

Cosmorex Ltd                                         $91,393,820
CP 8057 28080
Madrid, Spain
P: +34-607-745-555
F: +34-667-706-622

BCO Hipotecario Inv. Turistic                        $85,807,030
(Fidelicomiso Federal Forex Invest)
Av Venezuela
Torre Cremerca, Piso 2
Ofici B2 El Rosal
Caracas, VENEZUELA

VR ARGENTINA RECOVERY FUND                           $77,710,311
Avrora Business Park
77 Sadovnicheskayanab BLDG 1
Moscow, 115035 Russia

Rogers International Raw Materials                   $75,213,814
c/o Beeland Management
141 West Jackson Blvd., Ste. 1340
Chicago IL 60604
P: (312) 264-4375

Creative Finance Limited                             $65,111,071
Marcy Building, Purcell Estate
P.O. Box 2416
Road Town, British Virgin Islands

Cargill                                              $67,000,000
PO Box 9300
Minneapolis, MN 55440-9300
P: (952) 742-7575
F: (952) 742-7393

JWH Global Trust                                     $50,576,912
c/o Refco Commodity Management Inc.
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

RB Securities Limited                                $50,661,064
54 Brivibas Street
LV-1011 Riga, Lativa
P: + 371 702-52-84
F: + 371 702-52-26

PREMIER TRUST CUSTODY                                $49,365,415
ABRAHAM DE VEERSTRAAT 7-A
CURACAO, NETHERLANDS ANTILLES

London & Amsterdam Trust Company                     $47,560,980
PO Box 10459 APO
3rd Floor
Century Yard
Cricket Square, Elgin Ave.
Grand Cayman, Cayman Island

Stilton International Holdings
Trident Chambers, Wickhams Cay
P.O. Box 146
Road Town, British Virgin Islands                    $46,820,415

Refco Advantage Multi-Manager Fund Futures Series    $41,713,723
c/o Refco Alternative Investments Group
One World Financial Center
200 West Liberty St., 22nd Floor
New York, NY 10281

Banesco Ny Banesco Banco Universal C.A.              $39,596,609
Av Urdaneta, Esquina El Chorre, Torre Untbanca
Caracas Venezuela

Josefina Franco Sillier                              $32,862,419
Carretera Mexico-Toluca No. 4000
Col. Cuajimalpa D.R. 0500 Mexico

Rovida                                               $32,831,461
London & Amsterdam Trust Company
PO Box 10459 APO
3rd Floor
Century Yard, Cricket Sq.

Caja S.A.                                            $30,950,115
Sarmiento 299 1 Subsuelo (1353)
Buenos Aires, Argentina
P: (54 11) 4317-8900
F: (54 11) 4317-8909

Global Management Worldwide                          $28,976,612
Trident Corp.
Service Floor 1
Kings Court Bay St.
PO Box 3944
Nassau, Bahamas

Abadi & Co. Securities                               $28,046,904
375 Park Avenue, Suite 3301
New York, NY 10152
P: (212) 319 -4135

Refco Winton Diversified Futures Fund                $27,226,697
c/o Refco Global Finance
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Pioneer Futures, Inc.                                $25,932,000
One North End Ave., Suite 1251
New York, NY 10282

Daichi Commodities CO., LTD.                         $24,894,833
10-10 Shinsen Cho, Shibuya-Ku
Tokyo, I5O-0045 JAPAN

GS Jenkins Portfolio LLC.                            $24,631,959
c/o Refco Capital Markets
One World Financial Center
200 West Liberty Street, 22nd Floor
New York, NY 10281

Winchester Preservation                              $23,349,765
c/o Joseph D, Freney
Christiana Bank & Trust Co.
3801 Kennett Pike, Suite 200
Greenville, DE 19807

BANCO AGRI BANCO AGRICOLA (PANAMA) S.A.              $22,314,386
EDIFICIO GLOBAL BANK
#17, LOCAL F, CALLE 50 PANAMA, PA

     - and -

BANCO AGRICOLA, S.A.
1RA. CAKKE PTE. Y 67 AV. NORTE
FINAL BLVD CONSTITUCION #100
SAN SALVADOR, ES

Peak Partners Offshore Master Fund Limited           $22,205,344
PO Box 2199
GT Grand Pavilion Commercial Center
802 West Bay Road
Grand Cayman, Cayman Islands

Arbat Equity Arbitrage Fund                          $19,106,989
Trident Corporate Services
1st Floor Kings Court
Bay Street
P.O. Box N3944
Nassau, Bahamas

Renaissance Securities (Cyprus) Ltd.                 $17,820,709
2-4 Arch Makarios
111 Avenue Capital Center, 9th Floor
1505 Nicosia Cyprus

AQR Absolute Return                                  $17,482,100
c/o Caledonian Bank & Trust LTD
PO Box 1043
GT Caledonian House
Grand Cayman, Cayman Islands

Geshoa Fund                                          $17,319,494
CORPORATE CENTER
WEST BAY ROAD
PO BOX 31106 SMB
GRAND CAYMAN

RK Consulting                                        $14,074,345
7, Kountouriotou Street
14563 Kifissia
Greece

VR Capital Group Ltd.                                $13,690,549
AVRORA BUSINESS PARK
CALENDONIAN HOUSE MARY STREET
NAB 77 BLDG 1
MOSCOW RUSSIA 115035
P: +358 600 41 902

GTC Bank, INC.                                       $12,971,439
CALLE 55 ESTE
TORRE WORLD TRADE CENTER
PISO 7
PANAMA GUATEMALA
P: (507) 265-7371
F: (507) 265-7396

Inversiones Concambi                                 $12,799,137
C/O AEROCAV 1029
P.O. BOX 02-5304
MIAMI, PL 33102

Miura Financial Services                             $12,150,213
AV. FRANCISCO DE MIRANDA
TORRE LA
PRIMERA PISO 3
CARACAS VENEZUELA

NKB Investments LTD                                  $11,699,430
199 ARCH MAKARIOS AVE
196 Makarios III Avenue
Ariel Corner 3rd Floor
Office 301 3030
Limassol CYPRUS

Tokyo Forex Financial Inc                            $11,689,354
Shinjyuku Oak Tower, 35th Floor
6-8-1 Nishishinjyuku
Shinjyuku-Ku, Tokyo JAPAN

Birmingham Merchant S.A.                             $11,215,413
AV. ARGENTINA 4793
PISO 3
CALLAO PERU

BAC International                                    $10,906,506
CALLE 43 QNQUILLO DE LAGUAR
PANAMA
P: (507) 265-8289
F: 507-205-4031

Total Bank                                           $10,657,732
CALLE GUAICAIPURO ENTRE
AV.PRINCIPALDE
IAS MERCEDES
TORRE ALIANZA PISO 9
EL ROSAL, CAACAS, VENEZUELA
P: (0212) 264.72.54/49.42
F: (0212) 266.58.12

Reserve Invest (Cypress) Limited                     $10,499,733
MAXIMOS PLAZA
3301 BLOCK 3
3035 LIMASSOL
CYPRUS

Refco Commodity Futures Fund                         $10,166,045
c/o Refco Alternative Investments Group
One World Financial Center
200 Liberty Street, 22nd Floor
New York, New York 10281
P: 877 538 8820
F: 877 229 0005


RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Mortgage Products, Inc. issues:

   RAMP series 2001-RM2 Group I:

     -- Class A-I affirmed at 'AAA';
     -- Class AP-I affirmed at 'AAA';
     -- Class AV-I affirmed at 'AAA';
     -- Class M-I-1 affirmed at 'AAA';
     -- Class M-I-2 affirmed at 'AA-';
     -- Class M-I-3 affirmed at 'BBB';
     -- Class B-I-1 downgraded to 'B' from 'BB';
     -- Class B-I-2 downgraded to 'CC' from 'B'.

   RAMP series 2001-RM2 Group II:

     -- Class A-II affirmed at 'AAA';
     -- Class M-II-1 upgraded to 'AAA' from 'AA+';
     -- Class M-II-2 upgraded to 'AA' from 'A+';
     -- Class M-II-3 upgraded to 'A' from 'BBB+';
     -- Class B-II-1 affirmed at 'BB';
     -- Class B-II-2 affirmed at 'B'.

The affirmations of nine of the above classes reflect credit
enhancement consistent with future loss expectations and affect
approximately $34 million of outstanding certificates.  The
upgrades of three of the above classes taken are a result of
increased credit support available for these bonds and affect
about $2 million of outstanding certificates.  The downgrades of
the remaining two classes are taken as a result of deterioration
in credit enhancement and affect about $875,000 of outstanding
certificates.

The mortgage pool consists of fixed-rate and adjustable-rate loans
extended to subprime borrowers secured by first liens on one- to
four-family residential properties.  The pool factor -- current
principal balance as a percentage of original balance -- currently
stands at 22.47%.

As of the Sept. 26, 2005 distribution date, classes B-I-1 & B-I-2
of RAMP series 2001-RM2 Group I had only $495,890 and $126,249
remaining in credit support, respectively.  The non-rated class B-
I-3 has taken principal write downs amounting to approximately
$797,556 to date.  The average principal write down for the past
three months was $33,512.  The downgrades of the B-I-1 and the B-
I-2 bonds reflect the likelihood of class B-I-3 being fully
written down in as little as six months at which time the class B-
I-2 will begin taking principal write downs.

The three upgraded classes benefit from credit enhancement
approximately three times the original levels.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch web site
at http://www.fitchratings.com/


RIDDICK L. BOWE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Riddick L. Bowe, 1st
        a/k/a Riddick Bowe
        a/k/a Riddick L. Bowe
        714 Amer Drive
        Fort Washington, Maryland 20744

Bankruptcy Case No.: 05-41735

Type of Business: Professional boxer and former heavyweight
                  champion of the world.

Chapter 11 Petition Date: October 15, 2005

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Stephen B. Gerald, Esq.
                  Whiteford, Taylor & Preston
                  7 St. Paul Street, Suite 1400
                  Baltimore, Maryland 21202
                  Tel: (410) 347-8700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Commerce Funding Corporation                  $3,000,000
   1945 Old Gallows Road, Suite 205
   Vienna, VA 22182

   Fremont Investment & Loan                       $705,000
   P.O. Box 25100
   Santa Ana, CA 92799-5100

   Hall, Booth, Smith & Slover PC                   $50,000
   611 Commerce Street
   The Tower, Suite 2925
   Nashville, TN 37203

   Sandground New & Lowinger PC                     $18,358

   Prince George's County MD                         $5,411

   MassMutual Financial Group                        $3,600

   State Farm Insurance Companies                    $3,095

   Allstate Insurance Company                        $2,085

   State Farm Fire and Casualty Company              $1,373

   GWU-Medical Faculty Associates                      $523

   Sprint                                              $353

   Washington Suburban Sanitary Commission             $104

   Wachovia Bank                                        $79

   Peterson Neurology PC                                $25

   Davidson Clinic                                      $12


ROBEWORKS INC: Exits Bankruptcy Protection with Parent Company
--------------------------------------------------------------
Vencor International (OTC: VNCO) and its subsidiary RobeWorks,
Inc., has emerged from chapter 11 and had its filing dismissed.
Concurrently, the company has secured and signed a contract with a
large financial institution, providing the necessary working
capital needed for manufacturing and production of all outstanding
orders, exceeding $1.2 million.

These orders are from renowned international corporations
including The Four Seasons, The Ritz, Hyatt Hotels, Restoration
Inc., and other prestigious international clients.  Vencor's
Operations Coordinator, Ben Armijo, stated, "This is the first
major breakthrough enabling Vencor to fulfill and deliver
significant purchase orders, which will lead to greater sales and
profitability."

Additionally, Vencor International retained the investment banking
and financial advisory firm, Ventura Partners, to assist and
support the company in procuring all the necessary requirements
for proper capitalization and financial stability.  This will
allow Vencor to continue its mission and implement its business
model.

Headquartered in Los Angeles, California, Vencor International's
subsidiary, Robeworks Inc. -- http://www.robeworks.com/-- designs
and manufactures luxurious bathrobes specifically for the luxury
hotel and spa markets.  Robeworks filed for chapter 11 protection
on Aug. 24, 2005 (Bankr. C.D. Calif. Case No. 05-29275).  On
Aug. 25, 2005, Vencor filed its own voluntary chapter 11 petition
(Bankr. C.D. Calif. Case No. 05-29524).  Robert B. Shanner, Esq.,
at Shanner & Shanner, 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 debts.


ROBOTIC VISION: Court Approves Asset Sale to Siemens for $23 Mil.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire put
its stamp of approval on an Asset Purchase and Sale Agreement
between Acuity CiMatrix, Inc., f/k/a Robotic Vision Systems, Inc.,
and Siemens Energy and Automation, Inc.

The agreement calls for the sale of substantially all of Acuity
CiMatrix's operating assets, including machinery and equipment,
inventory, intellectual property, and certain leases and
contracts, for $23 million in cash, subject to certain price
adjustments based on the level of accounts receivable, accounts
payable and current inventory at closing, the amounts required to
cure any defaults in executory contracts being assigned, and other
potential adjustments.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?14c

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--  
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $43,046,000 in total assets and
$51,338,000 in total debts.


ROGER BEECHAM: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Roger Thomas Beecham
             8525 Kearney Road
             Downers Grove, Illinois 60516

Bankruptcy Case No.: 05-54525

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Joseph William Giffune, Jr.                05-54583
      Thomas H. McDonald                         05-54684

Type of Business: The Debtors are all affiliates of
                  JII Liquidating, Inc., f/k/a Jernberg
                  Industries, Inc., which filed for chapter 11
                  protection on June 29, 2005 (Bankr. N.D. Ill.
                  Case No. 05-25909)(Squires, J.).

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtors' Counsel: Steven B Towbin, Esq.
                  Shaw, Gussis, Fishman, Glantz,
                  Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 276-1333
                  Fax: (312) 275-0569

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Roger Thomas Beecham          $1 Million to      $10 Million to
                              $10 Million        $50 Million

Joseph William Giffune, Jr.   $100,000 to        $1 Million to
                              $500,000           $10 Million

Thomas H. McDonald            Less than $50,000  $1 Million to
                                                 $10 Million

A.  Roger Thomas Beecham's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First National Bank of Ottawa    Guaranty of loan     $1,558,000
Attn: Mark Stoudt                To Paradise Motor
701 LaSalle Street               Group
Ottawa, IL 61350

Internal Revenue Service         2005 income taxes    $1,400,000
Mail Stop 5010 CHI
230 South Dearborn Street
Chicago, IL 60604

LaSalle Bank, N.A                Guaranty of loan     $1,200,000
Attn: John M. Schuessler         To Jernberg
135 South LaSalle Street         Industries
Suite 2150
Chicago, IL 60603

Jernberg Holdings, Inc.          Shareholder loan     $1,092,500
Attn: Steven Mellos              due to Jernberg
328 West 40th Place              Industries, Inc.
Chicago, IL 60609

Founders Bank                    Guaranty of loan       $795,000
6825 West 111th Street           To Paradise Motor
Attn: Mark Fecht                 Group
Worth, IL 60482

LaSalle Bank, N.A.               Guaranty of loan       $500,000
Attn: John M. Schuessler         To Iron Mountain
135 S. LaSalle St., Suite 2150   Industries
Chicago, IL 60603

LaSalle Bank, N.A.               Guaranty of loan       $400,000
Attn: J.C. Thurston              To Paradise Motor
8617 Innovation Way              Group
Chicago, IL 60682

Mannheim Auto Finance Service    Guaranty of loan       $335,000
Attn: Donna Fletcher             To Paradise Motor
20401 Cox Avenue                 Group
Matteson, IL 60443

LaSalle Bank, N.A.               Guaranty of loan       $300,000
Attn: Manager, RE Administration To JII Real
135 South LaSalle Street         Estate, Inc.
Suite 1225
Chicago, IL 60603

Illinois Department of Revenue   2005 income taxes       Unknown
100 West Randolph
Bankruptcy Section L425
Chicago, IL 60602

RBS Lombard, Inc.                Guaranty of capital     Unknown
222 South Riverside Plaza        lease to Jernberg
15th Floor                       Industries
Chicago, IL 60606


B.  Joseph William Giffune, Jr.'s 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First National Bank of Ottawa    Guaranty of loan     $1,558,000
Attn: Mark Stoudt                To Paradise Motor
701 LaSalle Street               Group
Ottawa, IL 61350

Internal Revenue Service         2005 income taxes    $1,400,000
Mail Stop 5010 CHI
230 South Dearborn Street
Chicago, IL 60604

LaSalle Bank, N.A.               Guaranty of loan     $1,200,000
Attn: John M. Schuessler         To Jernberg
135 South LaSalle, Suite 2150    Industries
Chicago, IL 60603

Founders Bank                    Guranty of loan        $795,000
Attn: Mark Fecht                 To Paradise Motor
6825 West 111th Street           Group
Worth, IL 60482

Midwest Bank & Trust Co.         Guaranty of loan       $750,000
Loan Processing Center           To Roger Thomas
501 North Avenue                 Beecham
Melrose Park, IL 60160-1603

LaSalle Bank, N.A.               Guaranty of loan       $500,000
Attn: John M. Schuessler         To Iron Mountain
135 South LaSalle, Suite 2150    Industries
Chicago, IL 60603

Jernberg Holdings, Inc.          Shareholder loan       $486,827
Attn: Steven Mellos              due to Jernberg
328 West 40th Place              Industries, Inc.
Chicago, IL 60609

LaSalle Bank, N.A.               Guaranty of loan       $400,000
Attn: J.C. Thurston              To Paradise Motor
8617 Innovation Way              Group
Chicago, IL 60682

Mannheim Auto Finance Service    Guaranty of loan       $335,000
Attn: Donna Fletcher             To Paradise Motor
20401 Cox Avenue                 Group
Matteson, IL 60443

LaSalle Bank, N.A.               Guaranty of loan       $300,000
Attn: Manager, Real Estate       To JII Real
Administration                   Estate, Inc.
135 South LaSalle, Suite 1225
Chicago, IL 60603

LaSalle Bank, NA                 Cosigned mortgage      $300,000
135 South LaSalle Street         loan to
Chicago, IL 60603                Kathleen Giffune

LaSalle Bank, NA                 Cosigned mortgage      $250,000
135 South LaSalle Street         loan to
Chicago, IL 60603                Kathleen Giffune

ABN AMRO Mortgage Group, Inc.    Cosigned mortgage      $150,000
320 East Big Beaver              loan to
Troy, MI 48083                   Kathleen Giffune

Illinois Department of Revenue   2005 income taxes       Unknown
100 West Randolph
Bankruptcy Section L425
Chicago, IL 60602

RBS Lombard, Inc.                Guaranty of capital     Unknown
222 South Riverside Plaza        lease to Jernberg
15th Floor                       Industries
Chicago, IL 60606


C.  Thomas H. McDonald's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First National Bank of Ottawa    Guaranty of loan     $1,558,000
Attn: Mark Stoudt                To Paradise Motor
701 LaSalle Street               Group
Ottawa, IL 61350

LaSalle Bank, N.A.               Guaranty of loan       $900,000
Attn: John M. Schuessler         To Jernberg
135 S. LaSalle St., Suite 2150   Industries
Chicago, IL 60603

Founders Bank                    Guranty of loan        $795,000
Attn: Mark Fecht                 To Paradise Motor
6825 West 111th Street           Group
Worth, IL 60482

Midwest Bank & Trust Co.         Guaranty of loan       $750,000
Loan Processing Center           To Roger Thomas
501 North Avenue                 Beecham
Melrose Park, IL 60160-1603

Internal Revenue Service         2005 income taxes      $700,000
Mail Stop 5010 CHI
230 South Dearborn Street
Chicago, IL 60604

LaSalle Bank, N.A.               Guaranty of loan       $500,000
Attn: John M. Schuessler         To Iron Mountain
135 S. LaSalle St., Suite 2150   Industries
Chicago, IL 60603

LaSalle Bank, N.A.               Guaranty of loan       $400,000
Attn: J.C. Thurston              To Paradise Motor
8617 Innovation Way              Group
Chicago, IL 60682

Lombard US Equipment             Guaranty of            $375,000
Finance Corp.                    equipment lease
222 South Riverside Plaza        To Jernberg
15th Floor                       Industries and
Chicago, IL 60606                Jernberg Sales

Jernberg Holdings, Inc.          Shareholder loan       $337,500
Attn: Steven Mellos              due to Jernberg
328 West 40th Place              Industries, Inc.
Chicago, IL 60609

Mannheim Auto Finance Service    Guaranty of loan       $335,000
Attn: Donna Fletcher             To Paradise Motor
20401 Cox Avenue                 Group
Matteson, IL 60443

LaSalle Bank, N.A.               Guaranty of loan       $300,000
Attn: Manager, Real Estate       To JII Real
Administration                   Estate, Inc.
135 S. LaSalle St., Suite 1225
Chicago, IL 60603

Illinois Department of Revenue   2005 income taxes       Unknown
100 West Randolph
Bankruptcy Section L425
Chicago, IL 60602

RBS Lombard, Inc.                Guaranty of capital     Unknown
222 South Riverside Plaza        lease to Jernberg
15th Floor                       Industries
Chicago, IL 60606


SAINT VINCENTS: Wants Excl. Plan Filing Period Extended to March 2
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to extend, until March 2, 2006, the time
within which they have the exclusive right to file a Plan of
Reorganization.  The Debtors also ask the Bankruptcy Court to
extend, until May 1, 2006, their period to solicit acceptances of
that Plan.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, explains that the sheer size of the Debtors makes
formulating a plan of reorganization an exceedingly intricate and
lengthy process.  This process is made all the more difficult by
the complexity of the Debtors' financial obligations.

Since the Petition Date, the Debtors and their professionals have
devoted their time to the critical tasks of stabilizing their
business operations and obtaining financing to address their
liquidity needs.  The Debtors, their management, and their
professionals have also attended to myriad complex matters
inherent in any large Chapter 11 case, including numerous requests
to lift the automatic stay, asset sale issues, negotiations with
creditor constituencies and vendors, and developing a business
plan.

In addition, because the Debtors are not-for-profit debtors, they
are required not only to address the concerns of their creditors,
but also the concerns of the patients and communities they serve.
Every decision made in the Debtors' cases must not only be vetted
and negotiated with the Debtors' traditional creditor
constituencies, but must also be considered in light of its
probable impact on these important parties-in-interest.  This fact
necessarily increases the complexity of the cases and the length
of time required to formulate a plan of reorganization,
Mr. Rapisardi tells the Court.

Moreover, the Debtors' status as healthcare providers further
limits their ability to move quickly toward formulating a plan of
reorganization.  The Debtors are subject to a host of regulatory
and licensing requirements that often require them to obtain
approval for their major business decisions.

The Debtors have obtained postpetition financing to ensure
continued operations, and have already taken significant steps
toward securing their financial future, Mr. Rapisardi recounts.
Currently, four separate potential lenders are actively bidding
and negotiating with the Debtors to provide a permanent
postpetition financing solution.

The Debtors are also analyzing their assets and determining the
core assets around which to reorganize.

As of October 7, 2005, the Debtors have taken important steps
toward negotiating a plan of reorganization with the many
constituencies involved in their cases.  Notably, the Debtors
made a presentation of their business plan to the Creditors'
Committee and other creditor groups on September 15, 2005.  This
business plan will serve as the basis for future dialogue and
negotiation with their creditors, unions, and other
constituencies over a plan of reorganization, Mr. Rapisardi
notes.

The Debtors and their counsel have been in constant contact with
the Creditors' Committee and its professionals, as well as with
professionals for the major secured creditors and labor unions.
Through this dialogue the Debtors and their counsel are seeking
to build consensus, thereby achieving a consensual plan of
reorganization in an expeditious and efficient manner.

The extension will permit management to develop and implement a
viable long-term business plan and allow the Creditors' Committee
and other parties-in-interest to evaluate that plan, Mr.
Rapisardi maintains.

Mr. Rapisardi informs Judge Beatty that the Official Committee of
Unsecured Creditors has agreed not to object to the extension of
the Exclusive Periods.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Wants to Create Subsidiary Under OMH Contract
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for authority to incorporate a wholly
controlled, not-for-profit corporation that will accept funds from
the New York State Office of Mental Health pursuant to Section
363(b) of the Bankruptcy Code.

The Debtors will use the funds to fully finance the purchase and
renovation of a property located at 78 Fort Place, in Staten
Island, New York.  The property will be used as a community
residence facility.

             The Community Residence Facilities

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Debtors' healthcare system includes eight
community-residence facilities, five of which are owned by SVCMC.

The OMH provided the funds to acquire the five Community Residence
Facilities that SVCMC owns.  SVCMC provides the staff and support
services to each of the Community Residence Facilities under a
contract with the OMH, pursuant to which the OMH reimburses SVCMC
for all costs and expenses associated with operating the Community
Residence Facilities.

Under the OMH Residential Contract, SVCMC annually submits a
12-month projected budget to the OMH for approval.  The OMH
generally approves the budget with few or no changes.  Once
approved, the OMH makes quarterly distributions based on that
budget to SVCMC to cover the anticipated net costs associated with
the Community Residence Facilities for the next quarter.

SVCMC has been operating Community Residence Facilities under
these arrangements with the OMH since 1978.

                    The Fort Place Property

In response to a 2003 request for proposals, SVCMC submitted a
proposal to the OMH to develop and operate another supportive
housing project for individuals with mental health issues.  The
OMH awarded the request to SVCMC, due in part to its successful
operation of the Community Residence Facilities.

As part of the award, the OMH committed to provide to SVCMC, or
to a wholly controlled, not-for-profit corporation:

   (a) funds to purchase and renovate a property for the new
       facility, subject to SVCMC's locating a site acceptable to
       the OMH; and

   (b) an operating contract identical to the OMH Residential
       Contract for service and support of that facility once it
       becomes operational.

After a yearlong search, SVCMC has determined that the Fort Place
Property, currently owned by the Daughters of St. Paul, is well
suited for its new Community Residence Facility.

The Fort Place Property has 42,211 square feet of space and is
currently occupied by a religious order.  SVCMC proposes to
develop 59 units, including several shared apartments, in the
Community Residence Facility at the Fort Place Property.  The
units will be efficiency-type apartments with separate kitchens
and baths.

Beginning in November 2004, SVCMC began negotiating with the
Daughters of St. Paul for the Fort Place Property.  On April 18,
2005, the parties entered into a non-binding letter of intent,
pursuant to which SVCMC or an affiliate of SVCMC would purchase
the property from the Daughters for $3,250,000.

A full-text copy of the Letter of Intent is available free of
charge at:

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

After SVCMC proposed the Fort Place Property to the OMH as its
intended site for the new Community Residence Facility, the OMH
ordered an appraisal of the Fort Place Property and feasibility
and cost analysis studies to evaluate the location for use as a
community residence facility as outlined by SVCMC.

The OMH approved $11.1 million for the purchase and renovation of
the Fort Place Property and all other costs relating to the
property until it is ready for operations in two years.

The funding is sufficient to cover the entire cost of purchasing
and renovating the Fort Place Property, but is conditioned on
SVCMC finalizing the purchase of that property, Mr. Troop notes.
SVCMC intends to use the Affiliate to conclude the transactions.

On August 16, 2005, the OMH submitted a request for the OMH Grant
to the New York State Division of the Budget.  Based on prior
experience, SVCMC anticipates that the DOB will approve the OMH's
request on or around October 15, 2005.

The OMH Grant will be disbursed to the Affiliate as it incurs
costs for the purchase and renovation of the Fort Place Property.
The OMH has represented to the Debtors that in or around the
Spring 2009, this grant will be repaid to the OMH through the
sale of state-issued bonds, which will be secured by both a non-
recourse mortgage on the property and the State's Medicaid
receivables.

Although the Affiliate will be responsible for paying the debt
service on these bonds, the Debtors expect that payments to be
made under the OMH Residential Contract beginning in 2009, or
otherwise through the OMH Grant, should be sufficient in amount
to cover these debt service payments.

In any event, SVCMC will have no obligation with regard to these
debt service payments and will not be a guarantor of the
Affiliate's obligations.  Mr. Troop assures the Court that, if
the nature of this program changes, or the Debtors' understanding
of the current program proves different from its future
application, the Debtors will seek further authority from the
Court before entering into any agreement that differs from
current expectations.

              Fort Place Property Purchase Structure

SVCMC, at the request of the OMH, proposes to organize the
Affiliate to accept the OMH Grant and purchase the Fort Place
Property.  In August 2005, SVCMC's board of directors passed
resolutions authorizing, subject to Bankruptcy Court approval,
the formation of the Affiliate to enter into the transactions.

SVCMC will organize the Affiliate, which will then open a bank
account to receive distributions from the OMH Grant.

Mr. Troop notes that only funds from the Affiliate's account will
be used to purchase and renovate the Fort Place Property.  The
Debtors will not incur any direct or indirect liability or have
any direct involvement in the purchase and renovation of the Fort
Place Property.

While the transactions do not involve estate property, the
Debtors, nonetheless, have determined to obtain Court-approval of
these transactions under Section 363(b) of the Bankruptcy Court.
The Daughters of St. Paul also have requested Court-approval.

Mr. Troop informs the Court that the Daughters of St. Paul have
recently informed the Debtors that they will place the Fort Place
Property on the market if the Debtors do not take the necessary
steps to ensure the expeditious purchase of the property.

               Transactions Beneficial to SVCMC

Mr. Troop asserts that the proposed transactions are warranted
under Section 363(b).  He reiterates that SVCMC will not incur
any cost or be subjected to any liability from this purchase and
renovation transaction.

By incorporating the Affiliate, SVCMC is able to fulfill its
charitable mission by providing necessary and beneficial health
services to the Staten Island community without incurring any
liabilities arising from the purchase and renovation of the Fort
Place Property.  Formation of the Affiliate may also provide
incidental economic benefit to the Debtors' estates, as many
residents of the Community Residence Facilities will ultimately
utilize SVCMC medical and psychiatric services.  Moreover, once
the Fort Place Property is fit for occupancy in approximately two
years, SVCMC will provide services to the Community Residence
Facility located there pursuant to an OMH Residential Contract.

The reimbursement for overhead expenses under the OMH Residential
Contract has proven to be more than sufficient to cover the
additional burden imposed on SVCMC's administrative staff by the
operation of each Community Residence Facility, and the Debtors
are confident that this will prove equally true with respect to
the Fort Place Property.  In any event, because SVCMC will be
shielded from all liability related to the purchase and
renovation of the Fort Place Property, this transaction is, at
worst, a cost-neutral transaction for the Debtors' estates.

Mr. Troop adds that, by establishing the new Community Residence
Facility on Staten Island, the Debtors will cement their
excellent relationship with OMH and provide a much-needed
resource to the Staten Island community.  In addition, breaking
ground on a new facility will reaffirm to the larger New York
City community that, despite their recent financial troubles, the
Debtors remain a vibrant and effective healthcare system that can
be relied upon to provide important medical services to those in
need for years to come.

                  Committee Supports Request

Based on the Debtors' assurances that they will not incur any
costs from the proposed transactions, the Official Committee of
Unsecured Creditors says that it does not object to the Motion.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: HUD Objects to $35 Million Commerce Bank Loan
-------------------------------------------------------------
The United States Department of Housing and Urban Development asks
the U.S. Bankruptcy Court for the Southern District of New York to
condition the approval of the $35 million DIP financing agreement
between Saint Vincent's Catholic Medical Centers and Commerce
Bank, N.A., on SVCMC's demonstration that the HUD's interests is
adequately protected.

As reported in the Troubled Company Reporter, the Bankruptcy Court
allowed the Debtors to obtain up to $27.5 million under a DIP
financing agreement with Commerce Bank, including an assumption of
the Prepetition Debt, on an interim basis.

Commerce Bank agreed to provide up to $35 million under a
revolving credit facility.  The Commerce DIP Facility will include
the assumption of the $19.1 million SVCMC Debt.  SVCMC owes
Commerce Bank the $19.1 million pursuant to a prepetition credit
revolving facility.  The prepetition facility bears interest at
the prime rate of interest charged by Commerce Bank plus 2%, and
has a maturity date of the earlier of Sept. 30, 2005, or the
expiration of the Pools.

                       HUD Objection

Michael J. Garcia, Esq., attorney for HUD, explains that the HUD
guarantees about $180 million of the Debtors' prepetition mortgage
Debt, which in turn is protected by senior security interests in
the vast majority of the Debtors' assets, including real estate
and receivables.

The Commerce DIP Agreement calls for a release of interests in the
2005-2006 Indigent Care and Professional Education Pools and a
dilution of interests in the Debtors' remaining collateral, as a
result of a proposed superpriority administrative lien in favor of
Commerce Bank.

According to Mr. Garcia, the Debtors have not demonstrated that
the security protecting the HUD in the event of a mortgage default
is, in fact, sufficient to adequately protect the HUD's interests.

He says that the HUD has not been provided with information
sufficient to confirm that if its contingent rights to the
collateral were subordinated, the Debtors' remaining collateral
would nevertheless provide adequate protection for the HUD's
interest as an insurer of mortgages.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAVAS SANTAMOURIS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Savas F. Santamouris
        aka Steve Santamouris
        aka Steve Sanatmouris
        aka Savas Santamouris
        3134 Ann Street
        Baldwin, New York 11510

Bankruptcy Case No.: 05-89813

Chapter 11 Petition Date: October 15, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Stephen B. Kass, Esq.
                  Law Offices of Stephen B. Kass
                  250 Hempstead Avenue, 2nd Floor
                  Malverne, New York 11565
                  Tel: (516) 887-1800
                  Fax: (516) 887-8456

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Tax Debt              $554,971
Special Procedures Function
625 Fulton Avenue
10 Metrotech Center
Brooklyn, NY 11201

Internal Revenue Service         Tax Debt              $278,904
Special Procedures Function
625 Fulton Avenue
10 Metrotech Center
Brooklyn, NY 11201

Internal Revenue Service         Tax Debt              $193,983
Special Procedures Function
625 Fulton Avenue
10 Metrotech Center
Brooklyn, NY 11201

New York State                   Tax Debt               $75,534
Department of Tax & Finance
Tax Compliance Division
O.S. Unit Building 8, Room 73
Albany, NY 12227-0209

New York State                   Tax Debt               $42,055
Department of Tax & Finance
Tax Compliance Division
O.S. Unit Building 8, Room 73
Albany, NY 12227-0209

Robert Martinelli                Confession             $39,889
5501 Avenue M                    of Judgment
Brooklyn, NY 11234

New York City                    Tax Debt               $30,584
Department of Finance
P.O. Box 5070
Kingston, NY 12402-5070

New York City                    Tax Debt               $18,772
Department of Finance
P.O. Box 5070
Kingston, NY 12402-5070

Internal Revenue Service         Tax Debt               $14,931
Special Procedures Function
625 Fulton Avenue
10 Metrotech Center
Brooklyn, NY 11201

Internal Revenue Service         Tax Debt                $4,438
Special Procedures Function
625 Fulton Avenue
10 Metrotech Center
Brooklyn, NY 11201

Capital One Platinum             Credit card             $4,146
Mastercard                       debt
P.O. BOx 85147
Richmond, VA 23276

Chase Platinum Mastercard        Credit card             $3,985
P.O. Box 17202                   debt
Wilmington, DE 19886-7202

Univesal Card                    CBSDN Credit            $2,861
                                 Card Debt


Providian                        Credit card             $2,107
c/o LVNV                         debt


Poland Spring/Allied Collect     Water                     $678
P.O. Box 600
Billerica, MA 01821-0600

Internal Revenue Service         Tax Debt                  $666
Special Procedures Function
625 Fulton Avenue
10 Metrotech Center
Brooklyn, NY 11201

Arrow Exterminating              Exterminating             $219
c/o Smith, Carroad
Levy & Finkel
P.O. Box 49
Commack, NY 11725-0049

Arrow Financial                  Credit card debt          $191

First Premier                    Credit card debt          $128

New York State                   Tax debt                    $0
Department of Tax & Finance
Tax Compliance Division
O.S. Unit Building 8, Room 73
Albany, NY 12227-0209


SKYWAY COMMUNICATIONS: Wants More Time to File Chapter 11 Plan
--------------------------------------------------------------
Skyway Communications Holding Corp. asks the U.S. Bankruptcy Court
for the Middle District of Florida, Tampa Division, for more time
to exclusively file and solicit acceptances of a chapter 11 plan.

The Debtor wants until Dec. 12, 2005, to file a plan and until
Feb. 13, 2006, to solicit acceptances of that plan.

The Debtor reminds the Court that soon after it filed for chapter
11 protection, a group of investors known as the Talib Parties
moved the Court to dismiss the chapter 11 case or to appoint a
trustee.  The request will be heard on November 15.

As a result of the Talib Parties' action, the Debtor's focus has
been centered on defending the company against the scandalous
allegations made by the investors.  In addition, the Debtor has
also been liquidating surplus assets.

The Debtor is also engaged in ongoing negotiations will several
institutional investors and merger partners that have an interest
in the company or its business by way of a merger, equity
infusion, asset sale and/or a stock sale.  Additionally, the
Debtor is engaged with ongoing negotiations with the Official
Committee of Unsecured Creditors and the Talib Parties to attempt
to reach an agreement on the retention of a mutually agreeable
financial advisor, who can advise Skyway, the creditors'
Committee, and equity security holders on the various alternatives
that are available for reorganizing the company and that will
provide maximum benefit to creditors and equity security holders.

Headquartered in Clearwater, Florida, SkyWay Communications
Holding Corp. fka I-Teleco.com, Inc., fka Mastertel Communications
Corp. -- http://www.skywaynet.us/-- develops ground to air in-
flight aircraft communication.  The Debtor filed for chapter 11
protection on June 14, 2005 (Bankr. M.D. Fla. Case No. 05-11953).
When the Debtor filed for protection from its creditors, it listed
$1 million to $10 million in assets and $10 million to $50 million
in debts.


SOLUTIA INC: Ex-Employee Wants Savings Plan Claimant Class Status
-----------------------------------------------------------------
Jeremy Dickerson is a Texas resident and was a chemical operator
for Solutia, Inc., from July 1998 through October 2003.  Mr.
Dickerson is a participant in the Solutia Savings and Investment
Plan, which was created on September 1, 1997, as a 401(k) plan.
The Investment Plan's purpose is to allow participants to save
money for retirement.  Shares of Solutia common stock were
purchased and held in the Investment Plan for Mr. Dickerson's
benefit from 1998 to 2003.

Mr. Dickerson, on behalf of the Investment Plan and its
participants and beneficiaries, asks the Court to certify his
Amended Proof of Claim for a class defined as all Plan
participants for whose benefit the Plan held Solutia Stock
between September 1, 1997, until December 15, 2003.

Ronen Sarraf, Esq., at Sarraf Gentile LLP, in New York, reports
that Mr. Dickerson brings his claim not as an individual, but, as
authorized by the Employee Retirement Income Security Act of
1974, in a representative capacity on behalf of the Plan and its
participants, seeking recovery of losses to the Plan as a whole.

Mr. Sarraf explains that Mr. Dickerson's claim is for losses to
the Plan and participants resulting from Solutia's fiduciary
breaches relating to the imprudent investment of Plan assets in
Solutia common stock.  According to Mr. Sarraf, Solutia failed:

    -- to take appropriate steps to restrict or liquidate
       investments in Solutia Stock,

    -- to provide participants with complete and accurate
       information regarding the risks of investment in Solutia
       Stock, and

    -- to appoint an independent fiduciary to make decisions
       regarding the Plan's investments in Solutia Stock.

Since the Plan held investments in Solutia Stock for the benefit
of each participant during the Class Period, and all participants
are members of the proposed class, these failures to act affected
all members of the proposed class.  Moreover, these breaches all
pertain to Solutia's uniform conduct with respect to the Plan and
its administration, Mr. Sarraf says.

Mr. Sarraf notes that claims like Mr. Dickerson's are routinely
certified as class actions, and the suitability of this claim for
class certification is not a close issue.  It should be noted
that ERISA permits representative claims to recover losses to the
Plan as a whole irrespective of class certification or class
action status, and Mr. Dickerson may thus pursue the claim
regardless of its class status.  However, class certification
furthers fairness and efficiency, Mr. Sarraf says.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPIRIT AEROSYSTEMS: S&P Affirms BB- Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Spirit AeroSystems Inc. and
removed the ratings from CreditWatch, where they were placed with
negative implications on Sept. 9, 2005.  The outlook is stable.

"The affirmation reflects expectations of a minimal impact on the
financial profile of Spirit due to the recently resolved strike at
Boeing Co.'s commercial aircraft operations," said Standard &
Poor's credit analyst Christopher DeNicolo.  As a result of the
relatively short duration of the strike, which was four weeks, and
efforts by Spirit to reduce costs to match lower production rates
during that period, the effect on earnings and cash flow are
not likely to be significant.  However, revenues will be lower in
the affected period.  Previously planned increases in production
rates for Boeing aircraft are likely to more than offset the
financial impact of the strike over the intermediate term.

The ratings on Spirit reflect high leverage, participation in the
cyclical and competitive commercial aerospace industry, reliance
on Boeing for essentially all sales, and significant near-term
expenditures related to development of Boeing's new 787 mid-sized
airliner and transition costs.  These factors are offset somewhat
by the company's position as the largest independent supplier of
structures for commercial aircraft and substantial customer
advances to fund most of the 787 development costs.

Spirit, which was briefly known as Mid-Western Aircraft Systems
Inc., is the former Wichita Division of Boeing Commercial
Airplanes that was acquired by Onex Corp., a Canadian private
equity firm, for approximately $920 million cash in June 2005.
The acquisition, structured as an asset purchase, was financed
with the proceeds from a $700 million bank term loan and $375
million of cash equity from Onex.  Leverage is fairly high with
debt to capital of around 65%.  Pro forma debt to EBITDA, with
EBITDA as defined in the company's credit facility and which
excludes certain nonrecurring and noncash items, should be around
3.5x in 2005.  Debt to EBITDA is expected to gradually decline as
earnings improve, despite higher debt levels to fund 787
development and transition costs, and a build-up of working
capital.

The firm is the largest, independent producer of commercial
aerostructures -- fuselage, nacelles, struts, horizontal and
vertical stabilizers, wing structures, and other parts-- and is
Boeing's largest nonengine supplier.  Cost-reduction efforts and
an improving commercial aerospace market should result in
increasing revenues and earnings and improving financial measures
despite higher debt levels to fund near-term development costs and
transition expenses.  Overall, Sprit is expected to maintain a
credit profile consistent with current ratings over the
intermediate term.  The outlook could be revised to negative if
the company's financial profile deteriorates due to a slowdown in
the recovery of the commercial aerospace market, a failure to meet
cost-reduction targets, or if 787 development costs are higher
than expected.  Based on current expectations, a revision of the
outlook to positive is unlikely in the intermediate term.


SPORTS CLUB: Cuts Net Loss by $998K in Amended 1st Quarter Results
------------------------------------------------------------------
The Sports Club Company amended its Form-10Q for the quarter
ending March 31, 2005, and delivered it to the Securities and
Exchange Commission on October 13, 2005.

The Company amended their first quarter financials to correct an
overstatement of its depreciation expense from discontinued
operations by $998,000.  Therefore, the amended condensed
consolidated financial statements reflect a reduction in the
Company's loss from discontinued operations and net loss of
$998,000.

The Company reported a $1,737,000 net loss on $11,651,000 of net
revenues for the quarter ending March 31, 2005.  At March 31,
2005, the Company's balance sheet shows $228,595,000 in total
assets and $223,985,000 in total debts.

As of March 31, 2005, the Company's equity deficit widened to
$10,444,000 from a $9,258,000 deficit at December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?25a

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

                         *     *     *

                      Going Concern Doubt

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

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


SPORTS CLUB: Amended 2nd Qtr. Financials Cut Net Loss by $1.15M
---------------------------------------------------------------
The Sports Club Company amended its Form-10Q for the quarter
ending June 30, 2005, and delivered it to the Securities and
Exchange Commission on October 13, 2005.

The Company amended their first quarter financials to correct an
overstatement of its depreciation expense from discontinued
operations by $1,149,000.  Therefore, the amended condensed
consolidated financial statements reflect a reduction in the
Company's loss from discontinued operations and net loss of
$1,149,000.

The Company reported a $302,000 net loss on $12,070,000 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $230,080,000 in total assets and
$225,772,000 in total debts.

As of June 30, 2005, the Company's equity deficit widened to
$11,005,000 from a $9,258,000 deficit at December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?25b

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

                         *     *     *

                      Going Concern Doubt

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

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


T.A.T. PROPERTY: Case Summary & 36 Known Creditors
--------------------------------------------------
Debtor: T.A.T. Property
        A Real Estate Grantor Trust
        30 West 26th Street, 11th Floor
        New York, New York 10011

Bankruptcy Case No.: 05-47223

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Barton Nachamie, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue
                  New York, New York 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 36 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                    Unknown
   Special Procedures Function
   625 Fulton Street
   10 Metrotech Center
   Brooklyn, NY 11201

   United States Attorney                      Unknown
   One Pierre Pont Plaza, 14th Floor
   Brooklyn, NY 11201
   Attn: Chief off The Civil Division

   United States Department Of Justice         Unknown
   Tax Division
   P.O. Box 55
   Ben Franklin Station
   Washington, D.C. 20044

   New York State Department of                Unknown
   Taxation and Finance
   Queens District Office
   80-02 Kew Gardens Road
   Kew Gardens, NY 11415

   New York State Department of                Unknown
   Taxation And Finance
   W.A. Harriman Campus, Building 9
   Albany, NY 12227-0125

   New York State Department of                Unknown
   Taxation And Finance
   Bankruptcy Section
   P.O. Box 5300
   Albany, NY 12205-0300

   State Of New York                           Unknown
   Office of Attorney General
   120 Broadway
   New York, NY 10274

   A&F Fire Protection Co., Inc.               Unknown
   28 East Chestnut Street
   Massapequa, NY 11758

   ADT Security Services, Inc.                 Unknown
   P.O. Box 371967
   Pittsburgh, PA 15250-7967

   Aurora Management Corp.                     Unknown
   45 Executive Drive
   Plainview, NY 11803

   Automatic Meter Reading Corp.               Unknown
   450 Seventh Avenue #402
   New York, NY 10123

   Backflow Specialists, Inc.                  Unknown
   63 Greeley Avenue
   Sayville, NY 11782-2604

   Coversant Communications, LLC               Unknown
   313 Boston Post Road
   Marlborough, MA 01752

   Elite Action Fire Extinguishing             Unknown
   Equipment & Services, Inc.
   194 Depot Road
   Huntington Station, NY 11746

   GE Capital                                  Unknown
   P.O. Box 802585
   Chicago, IL 60680-2585

   Inter County Mechanical Corp.               Unknown
   1600 Ocean Avenue
   Bohemia, NY 11716

   Island Waste Services                       Unknown
   344 Duffy Avenue
   Hicksville, NY 11801-3621

   Inter County Mechanical Corp.               Unknown
   1600 Ocean Avenue
   Bohemia, NY 11716

   Island Waste Services                       Unknown
   344 Duffy Avenue
   Hicksville, NY 11801-3621

   J.J. Born Locksmith, Inc.                   Unknown
   52 B Otis Street
   West Babylon, NY 11704

   Keyspan                                     Unknown
   175 East Old Country Road
   Hicksville, NY 11801

   Lasalle Bank, National Association          Unknown
   As Trustee
   c/o Belkin, Wenig & Goldman
   270 Madison Avenue
   New York, NY 10016

   Legg Masdon Dorman & Wilson                 Unknown
   One North Lexington Avenue
   White Plains, NY 10601

   Long Island Power Authority                 Unknown
   175 East Old Country Road
   Hicksville, NY 1801

   Melville Snow Contractors Inc.              Unknown
   1650 Veterans Memorial Highway
   Islandi, NY 11722

   Perfect Cleaning Service                    Unknown
   82-B Cantiague Rock Road
   Westbury, NY 11590

   Plainview Water District                    Unknown
   10 Manetto Hill Road
   Plainview, NY 11803-1300

   Pryor & Mandelup, L.L.P.                    Unknown
   675 Old Country Road
   Westbury, NY 11590

   Recal Associates, Ltd.                      Unknown
   45 Executive Drive
   Plainview, NY 11803

   Richman & Levine, P.C.                      Unknown
   666 Old Country Road
   Garden City, NY 11530
   Attn: Keith Richman, Esq.

   Semon & Mondshein                           Unknown
   7600 Jericho Turnpike
   Woodbury, NY 11797
   Attn: Lee J. Mondshein, Esq.

   Thyssenkrupp Elevator Corp.                 Unknown
   P.O. Box 1000
   Department 227
   Memphis, TN 34148-0227

   Town of Oyster Bay                          Unknown
   74 Audrey Avenue
   Oyster Bay, NY 11771
   Attn: James J. Stenanich

   Trio Hardware & Paint                       Unknown
   1032c Old Country Road
   Plainview, NY 11803

   Verizon                                     Unknown
   P.O. Box 15124
   Albany, NY 12212-5124

   Zenobio, Michael, Jr.                       Unknown
   45 Executvie Drive
   Plainview, NY 11803


TANNER FAMILY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tanner Family LLC
        d/b/a Chapter 11 - Your Neighborhood Bookstore
        d/b/a Chapter 11 - The Discount Bookstore
        d/b/a Chapter 11 Books
        d/b/a Chapter 11
        3731 Northcrest Road, Suite 14
        Atlanta, Georgia 30345

Bankruptcy Case No.: 05-83622

Type of Business: The Debtor operates a bookstore chain that
                  sells books at discounted prices.

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Todd E. Hennings, Esq.
                  William A. Rountree, Esq.
                  Macey, Wilensky, Cohen, et al
                  Suite 600 Marquis Two Tower
                  285 Peachtree Center Avenue, Northeast
                  Atlanta, Georgia 30303-1229
                  Tel: (404) 584-1222
                  Fax: (404) 681-4355

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Baker & Taylor                                  $360,468
   1205 Paysphere Circle
   Chicago, IL 60685

   HarperCollins Publishers                        $224,036
   P.O. Box 360846
   Pittsburg, PA 15251-6846

   Random House, Inc.                              $206,754
   WO 175
   P.O. Box 7777
   Philadelphia, PA 19175-0175

   Penguin Putnam                                  $137,598

   Ingram Book Co                                  $126,186

   Advanced Marketing Services                     $114,755

   VHPS/Virginia                                   $106,197

   News Group                                       $95,770

   Time Warner Book Group                           $74,474

   American Express                                 $69,878

   Simon & Schuster                                 $54,241

   Recycled Paper Greetings                         $35,663

   Baker & Taylor Entertainment                     $28,329

   Workman Publishing Co.                           $25,112

   Fulton County Tax Commissioner                   $19,781

   Georgia Power                                    $19,343

   Publishers Group West                            $18,927

   Thomas Nelson, Inc                               $18,063

   Book Depot Inc.                                  $16,253

   World Publications                               $13,665


TEAM HEALTH: S&P Reviews Ratings Due to Blackstone Buy-Out Plans
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Team
Health Inc. -- including the 'B+' corporate credit rating -- on
CreditWatch with negative implications in light of its definitive
agreement to be acquired by The Blackstone Group.  This
transaction is likely to be largely debt-financed and result in a
markedly weaker credit profile.

"Resolution of the CreditWatch listing will require an analysis of
the financial structure resulting from the transaction," noted
Standard & Poor's credit analyst Jesse Juliano.  "The ratings
would be withdrawn if the rated loans are repaid with the proceeds
of unrated borrowings.  The expected completion of the transaction
is in mid-February 2006."

Team Health provides staffing and administrative services in
several areas, including emergency medicine, radiology,
anesthesia, Hospitalist, pediatric, and other health care services
to over 470 civilian and military hospitals, clinics, and surgical
centers in 44 states.


TEXAS AFFORDABLE: S&P Slashes Mortgage Revenue Bonds from B to CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Texas State Affordable Housing Corp.'s $114.0 million
multifamily mortgage revenue bonds series 2002A to 'CCC' from 'B',
and its standard long-term rating on the corporation's $13.9
million multifamily housing revenue bonds series 2002B to 'C' from
'CC'.  The outlook is negative.

The downgrade reflects trustee draws on the debt service reserve
funds to pay the Sept. 1, 2005, debt service and poor financial
performance due to properties in very soft real estate markets,
experiencing high economic vacancy.

The trustee, Wells Fargo Bank N.A., informed Standard & Poor's
that there was a $621,360 draw on the series 2002A debt service
reserve fund, and a $620,029 draw on the series B DSRF to make the
Sept. 1, 2005, payments on the bonds.  After the draw, the amount
left in the series 2002A DSRF was $7.4 million, and $5,171 in the
series 2002B DSRF.  The funds remaining in the series 2002B DSRF
are not sufficient to pay debt service on the March 1, 2006,
debt service payment date.  Series 2002A is credit enhanced by
MBIA, and series 2002B is not enhanced.

The issue continues to experience poor financial performance.
Original projected coverage levels were at 1.44x for senior debt,
and 1.25x for junior rated debt.  As of Dec. 31, 2004, fiscal
year-end audited financial statements showed that the issue had
debt service coverage of 1.09x maximum annual debt service on the
senior bonds and 0.50x on the subordinate bonds.  For the six
months ended June 30, 2005, unaudited financial statements showed
coverage of 1.01x and 0.47x on the senior debt and junior debt,
respectively.  The properties in this pool continue to suffer from
high vacancy rates and concessions which are commonplace in their
markets.  Economic occupancy, which includes vacancy, concessions,
and bad debt, was 85% in 2004, and 79% as of June 30, 2005.

The American Housing Foundation portfolio contains a total of
2,627 units. Nine of the 13 properties in the housing pool are in
the Houston metropolitan statistical area, and in Beaumont,
incorporating a total of 1,605 units, which represent about 61% of
the total units in the housing pool.  Four of the 13 properties in
the pool are in the Dallas-Fort Worth MSA, incorporating a total
of 1,022 units, which represent about 39% of the total units in
the pool.  The issue continues to suffer from lower than
anticipated revenue, due to properties in very soft real estate
markets, experiencing very high economic vacancy.


TOM'S FOODS: Wants Sale Process Completed Before Drafting Plan
--------------------------------------------------------------
Tom's Foods, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Georgia, Columbus Division, for an extension of its
time to file and solicit acceptances of a chapter 11 plan.  The
Debtor wants until Dec. 2, 2005, to file a plan and until Jan. 31,
2005, to solicit acceptances of that plan.

The Debtor tells the Court that its case is large and complex.
Since it filed for bankruptcy, the Debtor became wholly occupied
with  operating its business, securing postpetition financing,
negotiating with creditors and preparing and finalizing its
schedules and statements.  In addition, the Debtor spent
considerable time working through issues and procedures relating
to reclamation claims, cash management and retention of
professionals.

Furthermore, the Debtor will conduct a Court-approved bidding of
substantially all of its assets on October 17.  A hearing to
consider approval of the sale will be held two days later.  The
Debtor says it will be in a position to determine whether a plan
of reorganization is feasible after it consummated the sale of its
assets.

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


TOYS "R" US: Moody's Lowers Senior Unsecured Debt Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the new senior
unsecured credit facility of TRU 2005 RE Holding Co. I, LLC,
downgraded the corporate family, senior unsecured debt, and
speculative grade liquidity ratings of Toys "R" Us, Inc. to B2,
Caa2, and SGL-3, respectively.  The rating outlook is negative.
These rating actions follow the finalization of the financing
structure of the leveraged buyout by affiliates of Kohlberg,
Kravis, Roberts, Vornado Realty Trust, and Bain Capital, and
conclude the review for possible downgrade initiated on March 17,
2005 and continued on August 3, 2005.

Rating assigned:

  TRU 2005 RE Holding Co. I, LLC:

    * Senior unsecured credit facility at B2.

Ratings lowered:

  Toys "R" Us, Inc.:

    * Corporate family rating to B2 from B1,
    * Senior unsecured debt rating to Caa2 from B3, and
    * Speculative grade liquidity rating to SGL-3 from SGL-2.

  Toys "R" Us-Delaware, Inc.:

    * 8.75% debentures due 2021 to B2 from B1

The downgrades reflect:

   1) the very significant increase in funded debt and leverage
      and its negative impact on financial flexibility following
      finalization of the financing structure for the acquisition;

   2) the challenges faced by the company as it attempts to remain
      a viable competitor in the toy and baby retailing segments
      in an increasingly difficult environment; and

   3) a likely drop in cash flows for fiscal 2006, which will
      exacerbate already highly aggressive leverage metrics.

The new rating level reflects:

   * the company's highly-leveraged balance sheet and debt
     protection measures that are weak for the category,

   * its reduced market share in the U.S., and

   * increased competition from Wal-Mart and Target;

balanced by:

   * its position as the premier specialty toy retailer with a
     solid number two position in the US market,

   * its nationwide footprint, and

   * the solid performance and growth potential of its
     Babies "R" Us division.

Funded leverage, measured by Debt/EBITDA, on a proforma basis for
this new $1.5 billion financing, approaches 5.6x, and could
increase to almost 7.1x for 2006 due to an expected reduction in
cash flows.

The negative outlook reflects the operating risk going into what
is likely to be a fiercely competitive fourth quarter selling
season with a new management team and ownership group, as well as
Toys' very high leverage at the B2 rating level.  Ratings could be
downgraded if Toys has a soft fourth quarter in the U.S.
Quantitatively, if gross margin falls below 32.5%, or if operating
margin falls below 3%, ratings are likely to be downgraded.

Additionally, ratings could be lowered if the company fails to
refinance, or sell sufficient assets, to meet the 2.0x interest
coverage and 6.5x leverage tests required by the European bridge
loan, which become operable at the end of the fourth quarter.
Conversely, the rating outlook could be stabilized if the fourth
quarter is at least as good as it was in 2004, and will require
gross margin above 33% and operating margin in excess of 3.5% for
the fiscal year end.

The senior unsecured notes of TRU 2005 RE Holding Co. I, LLC are
rated at the B2 corporate family level, reflecting the lack of
mortgage collateral.  Given the creation of an unencumbered asset
pool with negative pledges on the real estate and standard
replacement mechanisms, foreclosure is precluded.  The initial
pool has a loan to value of approximately 63%.  Moody's notes that
the loan is guaranteed by the four subsidiaries with ownership of
the pool properties and that there is a solid master lease with
Toys "R" Us Delaware, the sole tenant, with an original fifteen
year term and rent coverage of roughly 1.9x.  However, the 1.25x
fixed charge coverage ratio covenant is on the low side.

The two-notch downgrade of the senior unsecured notes rating of
Toys "R" Us, Inc. to Caa2 reflects the diminution in recovery
value likely in a distressed scenario as result of the extraction
of over $2 billion in real estate from an already reduced asset
pool, as well as the very significant amount of debt ahead of
these notes.  With $4.7 billion in secured, funded debt now in
place, (fully drawn facilities would increase this to $6.9
billion), multiples for full recovery on a cash flow basis would
need to approach 7x on an undrawn basis and 9x on a fully drawn
basis.  The position of these notes could at some point
deteriorate further as a result of the absence of any change in
control provision in their indenture.

The 8.75% debentures due 2021 are rated at the corporate family
level as they are joint obligations of Toys "R" Us, Inc. and Toys
"R" Us-Delaware, the principal operating subsidiary.

The downgrade to SGL-3 of the speculative grade liquidity rating
reflects:

   1) the reduced financial flexibility as a result of the
      increase in leverage which will impact free cash flow;

   2) covenants in the new bank facilities; and

   3) the very limited alternative sources of liquidity available
      given that all operating assets have been pledged, the real
      estate that has been pledged under the $800 million
      commercial mortgage-backed securitization, and the negative
      pledge underpinning the up to $1.5 billion new unsecured
      real estate facility.

The drawing of $700 million of the $2 billion unrated secured
asset-based revolving credit facility results in Toys' carrying
significant revolving balances to fund seasonal peak inventory
levels.  Moody's notes that asset sales, or a refinance, may be
required for Toys to meet the 2.0x interest coverage and 6.5x
leverage tests that become operable January 28, 2006 for the
European bridge loan.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with FYE January 2005 revenues of
$11.1 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.  Toys was
taken private in July 2005 by Kohlberg, Kravis, Roberts, Vornado
Realty Trust, and Bain Capital, each of which now owns one-third
of the company.


TRANSMONTAIGNE INC: Moody's Changes Rating Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook of
TransMontaigne Inc. to negative from stable.  The change in
outlook is triggered by Moody's need to assess whether there has
been a material lasting impact on TMG's business or liquidity
arising from the extraordinary impact of Hurricanes Rita and
Katrina on refined product infrastructure, patterns of physical
flows, and commercial arrangements.  These storms caused a
breakdown in contractual and benchmark pricing relationships in
the merchant refined product sector.  To stem its mounting losses
arising from those conditions, TMG ceased pricing its delivered
product off of certain key benchmarks embedded in its customer
supply contracts, generating customer discontent and potentially
triggering claims that will need to be settled through dispute
resolution.

A return to a stable outlook will require greater clarity on
whether any lasting material impact on TMG's activities and
financial arrangements has occurred, which will likely take a
period of weeks or months.  TMG currently has a B1 Corporate
Family Rating and a B3 rating on its $200 million of senior
subordinated notes due 2010.

Following Hurricane Katrina, because of price disparities in the
wholesale markets, TMG sold products under certain of its
contracts for less than its replacement cost for a period of time.
These losses, estimated to be less than $20 million for the fiscal
quarter ended September 30, 2005, were due to the operation of
pricing mechanisms under certain of the company's contracts that
require it to use OPIS indexes.

According to the company, major refiners subsidized branded
products for a period of time causing the OPIS indexes, which are
derived using the prices of both branded and unbranded products,
to be below the company's replacement cost.  On September 7, 2005,
nine days after Hurricane Katrina, TMG informed certain contracted
customers that it had temporarily suspended the sale of unbranded
product to them under contracts with OPIS indexes.  TMG did not
suspend sales altogether, however, but instead sold unbranded
product to customers to the extent it had product available at
prices based on the company's replacement costs.  Markets have
since stabilized, according to the company, and effective October
11, 2005, TMG has resumed the use of OPIS indexes as a benchmark
price.  While the company believes that its actions during this
period are proper, there could be questions about whether or not
it violated the terms of its contracts.  Aside from potential
contractual violations, TMG's business may be affected from the
ongoing distraction and loss of confidence on the part of the
capital markets, which have responded unfavorably to events as of
late.  TMG's common stock is down over 50% from its 52-week high
just a couple of months ago.  The recent decrease in the company's
stock price has led to an inquiry by the New York Stock Exchange.

TransMontaigne Inc. is headquartered in Denver, Colorado.


TRUST ADVISORS: Wants to Hire Cohn Birnbaum as Special Counsel
--------------------------------------------------------------
Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to employ
Cohn, Birnbaum & Shea, P.C., as its special counsel.

The Debtor explains that it hired Cohn Birnbaum because of the
Firm's considerable experience in corporate bankruptcy matters and
is familiar with its financial affairs.

Cohn Birnbaum will also render all other legal services to the
Debtor throughout the course of its chapter 11 case, including
bankruptcy and business advice and other legal assistance, in the
event that any conflict of interest is discovered on the part of
Shipman & Goodwin LLP, which has a pending motion to be hired as
the Debtor's primary counsel.

Scott D. Rosen, a Member of Cohn Birnbaum, disclosed that his Firm
receive a $5,000 retainer.  Mr. Rosen reports that Cohn Birnbaum
will charge for its legal services of its professionals on an
hourly basis in accordance with the Firm's ordinary and customary
hourly rates.

Cohn Birnbaum had not yet submitted the hourly rates of its
professional performing services to the Debtor when the Debtor
filed its request with the Court to employ the Firm as its special
bankruptcy counsel.

Cohn Birnbaum assures the Court that it does not represent any
interest materially adverse to the Debtors or its estate.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353).
Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C. and Ira H.
Goldman, Esq., at Shipman & Goodwin LLP represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of more
than $100 million.


TRUST ADVISORS: Look for Bankruptcy Schedules on November 29
------------------------------------------------------------
Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy
Court for the District of Connecticut for more time to file its
Schedules of Assets and Liabilities and Statements of Financial
Affairs.  The Debtor wants until Nov. 29, 2005, to file those
documents.

The Debtor explains that given the extent of its finances and
pressing issues attendant to its bankruptcy filing, the requested
extension is necessary in order to complete the gathering and
sorting of information to finalize the Schedules and Statements
prior to filing those documents with the Court.

Additionally, the Debtor's counsel requires the requested
extension so he can have additional time to review the information
for the Schedules and Statements and convert the information into
the appropriate format for filing with the Court.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and was created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353).
Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C. and Ira H.
Goldman, Esq., at Shipman & Goodwin LLP represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of more
than $100 million.


US AIRWAYS: Dist. Court Clears Fidelity from DiFelice Class Action
------------------------------------------------------------------
On November 4, 2002, Vincent D. DiFelice filed Claim No. 3126 for
$26,100,000 in the prior bankruptcy case against US Airways,
Inc., on behalf of himself and an alleged class of participants
in the US Airways, Inc.'s 401(k) Savings Plan.  Mr. DiFelice
alleged that the Debtors breached their fiduciary duties to the
401(k) Plan under the Employee Retirement Income Security Act.

On June 20, 2003, the Debtors filed a request to establish a
Distribution Reserve and estimated the reserve amount for Claim
No. 3126 at $0.  The Bankruptcy Court entered the Distribution
Reserve Order, granting the Debtors' request related to Claim No.
3126, on July 22, 2003.

Litigation ensued.  In June 2004, the Bankruptcy Court approved a
stipulation lifting the Plan Injunction to enable the Class
Claimants to pursue their 401(k) Claims to final judgment.  The
Class Claimants pursued the 401(k) Claims in the United States
District Court for the Eastern District of Virginia, Alexandria
Division.

              US Airways, Inc. 401(k) Savings Plan

In 1988, US Airways created the US Airways, Inc. 401(k) Savings
Plan.  Under the Plan, participating employees made tax-deferred
payroll contributions to individual retirement savings accounts
and chose investment options for their contributions.  US Airways
made matching cash contributions.  Participants were solely
responsible for investment decisions.

In 1993, US Airways entered into a Trust Agreement for the Plan
to name Fidelity Management Trust Company as Plan Trustee.
Fidelity is a defendant in the matter.  The Trust Agreement
provided Fidelity with broad powers to manage the Plan assets,
subject to the direction of US Airways and the Plan participants.
The Trust Agreement directed US Airways to guide Fidelity to
invest the Plan assets in separate Investment Funds.  Fidelity
had no responsibility for the determination of Investment Funds
and did not render investment advice.

US Airways selected the US Air Group Common Stock Fund as a Plan
investment option.  The Stock Fund consisted exclusively of
shares of US Air Group, Inc., the parent company of US Airways,
and cash.  The Stock Fund remained an investment option for Plan
participants from 1993 until 2002, when US Airways filed for
bankruptcy.

            Fidelity Should Have Known USAir's Decline

According to Mr. DiFelice, Fidelity anticipated the financial
decline of US Airways.  At the end of 1998, Fidelity held over
417,000 shares of US Air Group stock in various mutual funds it
actively managed for the public.  In the first quarter of 1999,
Fidelity liquidated about half of these shares.  Fidelity sold
most of the remaining shares the following quarter.  By the end
of 1999, Fidelity held only 57,000 shares of US Air Group, worth
$1,800,000.

Around that time, US Airways began recording operating losses.
The terrorist attacks of September 11, 2001, precipitated
declines in tourism and air travel.  At a shareholders meeting
eight days after the attacks, US Airways' Chairman Stephen Wolf
admitted that US Airways experienced a dramatic decline in
revenue.  Two days later, the Wall Street Journal reported that
US Airways was likely to seek bankruptcy protection in the near
future.  Moody's lowered its debt ratings for US Airways' senior
secured debt from B1 to B2.  Standard & Poor's lowered its
ratings for US Airways' senior secured debt from B to CCC+.

By the end of September 2001, US Air Group stock fell to $4.10
per share.  US Airways' financial situation worsened in 2002.  In
March 2002, US Air Group lost $3,000,000 per day for the first
quarter.  Two months later, US Airways stated that it would file
for bankruptcy if unable to obtain employee concessions and
government loans.  At the end of June 2002, US Airways announced
that it would defer payment on certain debt obligations.  On
August 11, 2002, US Air Group and seven of its subsidiaries and
affiliates, filed for Chapter 11 bankruptcy protection.
Throughout this period, the Stock Fund remained an investment
option for Plan participants.

Mr. DiFelice contends that at that time, the Stock Fund increased
its holdings in US Air Group stock.  Until June 2002, Fidelity
and US Airways maintained a 10% cash target for the Stock Fund,
meaning that 90% of the Stock Fund would consist of US Air Group
shares.  As Plan participants contributed to the Stock Fund, and
as US Air Group's stock price fell, Fidelity continued to
purchase shares of US Air Group stock for the Stock Fund to
maintain the 9-to-1 stock-to-cash ratio.

From July 2001 until May 2002, the Stock Fund's US Air Group
holdings more than doubled, rising from 10,600,000 shares to
22,000,000 shares.  Meanwhile, Fidelity was liquidating the last
50,000 US Air Group shares in its actively managed mutual funds.

In June 2002, US Airways appointed Aon Fiduciary Counselors,
Inc., as independent fiduciary for the Plan to make all
investment decisions concerning the Stock Fund.  Aon stopped
buying US Air Group stock and began to liquidate the existing
shares.  When US Airways filed for bankruptcy six weeks later,
Aon had sold only 10% of the US Air Group holdings, leaving the
Stock Fund with 19,800,000 shares and $16,800,000 in cash.

Mr. DiFelice, a US Airways employee and Plan participant, brought
the Class Action in July 2004 against US Airways and Fidelity to
recover the Plan's losses from the diminution in value of US Air
Group stock between August 1, 2001, and August 11, 2002.  Mr.
DiFelice alleges that by August 1, 2001, Fidelity knew or should
have known that US Air Group stock was no longer a prudent
investment, in breach of its duties as Plan fiduciary.  Mr.
DiFelice argues that since the Trust Agreement grants Fidelity
discretion over the mix of cash and stock in the Stock Fund,
Fidelity is not a directed trustee, but rather a fiduciary whose
conduct must meet the "prudent man" standard of ERISA Section
404(a).

                  Fidelity Denies Liability

Fidelity sought dismissal of the claims against it pursuant to
Rule 12(b)(6) of the Federal Rules of Civil Procedure.  Fidelity
argued that the Plan and the Trust Agreement establish that it is
a "directed trustee" under 29 U.S.C. Section 1103(a)(1), and that
as such, the claims against it are insufficient as a matter of
law.  Fidelity said that complaint failed to state a claim on
which relief can be granted.

                  District Court's Decision

United States District Judge T.S. Ellis, III, finds that Mr.
DiFelice's argument fails.  Judge Ellis explains that Fidelity's
liability hinges on the extent of its authority and control over
the retention or exclusion of the Stock Fund as a Plan investment
option.

The Plan and the Trust Agreement make clear that Fidelity is a
directed trustee with respect to the inclusion of an investment
option in the Plan.  Under the Plan, only US Airways has the
authority to select investment options for the participants.  US
Airways may not allocate or delegate any of its powers to the
trustee without the trustee's written consent, which did not
occur here.  The Trust Agreement grants Fidelity certain powers
that may be exercised only at the direction of US Airways or the
Plan participants.

Judge Ellis rules that the Plan and the Trust Agreement, taken
together, make clear that Fidelity is subject to the direction of
US Airways in the selection of investment options for the Plan.
Since Fidelity could not dictate the investment options in the
Stock Fund, Fidelity has no liability.

                          The Cash Ratio

Mr. DiFelice argues that Fidelity violated its fiduciary duty by
failing to increase the cash target range, as an investment
hedge, when it became evident that US Airways might file for
bankruptcy.

To this, Judge Ellis says Mr. DiFelice misunderstands the purpose
of the cash component in the Stock Fund.  The cash component was
not intended as an alternative investment or hedge against US Air
Group stock.  The cash component satisfies the Fund's cash needs
for transfers and payments.  Fidelity is given influence over the
cash target range because it is in the best position to estimate
the amount of cash necessary to fulfill the limited purpose of
the Stock Fund's cash component.

Contrary to Mr. DiFelice's assertions, Judge Ellis notes that
Fidelity did not have the authority to alter the ratio of cash to
stock in the Stock Fund.  Mr. DiFelice has also not provided
sufficient facts to demonstrate that Fidelity violated the
"prudent man" standard.

            Fidelity Should Have Removed the Stock Fund

Mr. DiFelice argues that retention of the Stock Fund as a Plan
investment option was improper.  Fidelity acted imprudently by
failing to remove this investment option.

Since Fidelity is subject to the direction of US Airways, Judge
Ellis says Fidelity's liability is limited to instances in which
it fails to follow those directions or it complies with
directions that are improper, or contrary to the Plan or ERISA.
Fidelity cannot incur liability for following US Airways'
directions that are consistent with the Plan and ERISA.

                   Fidelity's Duty of Prudence

Mr. DiFelice asserts that, given US Airways' souring fortunes,
Fidelity had a duty of prudence to countermand US Airways'
direction and remove the Stock Fund as a Plan investment option.

Judge Ellis rules that a directed trustee has no duty to second-
guess the investment options of the named fiduciary.  A directed
trustee has no obligation to reject the named fiduciary's
direction if that direction is imprudent.  To hold otherwise --
to ask directed trustees to oversee the prudence of a named
fiduciary's directions -- would invite wasteful disputes and
litigation between named fiduciaries and directed trustees over
the wisdom of each direction.  Judge Ellis concludes that
Fidelity, as a directed trustee, incurred no liability when it
did not countermand US Airways' direction to retain the Stock
Fund as an investment option for Plan participants, despite
pessimism about the US Air Group's financial prospects.

Judge Ellis dismisses Mr. DiFelice's charges against Fidelity.

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.  (US Airways Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

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.


U.S. MERCHANDISE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: U.S. Merchandise Inc.
        82A Cantiague Rock Road
        Westbury, New York 11590

Bankruptcy Case No.: 05-89774

Chapter 11 Petition Date: October 15, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Heath S. Berger, Esq.
                  Steinberg, Fineo, Berger & Fischoff, PC
                  40 Crossways Park Drive
                  Woodbury, New York 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382

Total Assets: $1,396,555

Total Debts:    $354,204

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Maremortum LLC                   Goods                  $44,143
3302 Janellen Drive
Baltimore, MD 21208

Zak Designs                      Goods                  $37,786
P.O. Box 19188
Spokane, WA 99219

Magnum                           Goods                  $33,582
875 6th Avenue
New York, NY 10018

The Hartz Mountain Corporation   Goods                  $25,004
Customer Service
Secaucus, NJ 07094

Sergeants Pet Care Products      Goods                  $23,378
4366 Malone Road
Memphis, TN 75395

Robinson Home Products           Goods                  $20,546

Essay Group LLC                  Goods                  $20,246

Aero Plastic Products            Goods                  $18,538

Vo-Toys                          Goods                  $18,424

Boston Warehouse Trading Corp.   Goods                  $17,753

Spice It Foods Inc.              Goods                  $16,756

Jarral Sales Corporation         Goods                  $10,512

Fox Run Craftsmen                Goods                  $10,505

Therm A Snap Inc.                Goods                  $10,251

Roscan                           Goods                   $9,071

Langley                          Goods                   $8,822

Aspen Pet Products Inc.          Goods                   $8,524

Evriholder Products              Goods                   $7,863

Euroware Inc.                    Goods                   $6,377

Dura Kleen USA Inc.              Goods                   $6,125


VENCOR INT'L: Exits Bankruptcy Protection with Subsidiary
---------------------------------------------------------
Vencor International (OTC: VNCO) and its subsidiary RobeWorks,
Inc., has emerged from chapter 11 and had its filing dismissed.
Concurrently, the company has secured and signed a contract with a
large financial institution, providing the necessary working
capital needed for manufacturing and production of all outstanding
orders, exceeding $1.2 million.

These orders are from renowned international corporations
including The Four Seasons, The Ritz, Hyatt Hotels, Restoration
Inc., and other prestigious international clients.  Vencor's
Operations Coordinator, Ben Armijo, stated, "This is the first
major breakthrough enabling Vencor to fulfill and deliver
significant purchase orders, which will lead to greater sales and
profitability."

Additionally, Vencor International retained the investment banking
and financial advisory firm, Ventura Partners, to assist and
support the company in procuring all the necessary requirements
for proper capitalization and financial stability.  This will
allow Vencor to continue its mission and implement its business
model.

Headquartered in Los Angeles, California, Vencor International's
subsidiary, Robeworks Inc. -- http://www.robeworks.com/-- designs
and manufactures luxurious bathrobes specifically for the luxury
hotel and spa markets.  Robeworks filed for chapter 11 protection
on Aug. 24, 2005 (Bankr. C.D. Calif. Case No. 05-29275).  On
Aug. 25, 2005, Vencor filed its own voluntary chapter 11 petition
(Bankr. C.D. Calif. Case No. 05-29524).  Robert B. Shanner, Esq.,
at Shanner & Shanner, 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 debts.


VICTORIA IND.: Earns $36K of Net Income in 6-Months Ended June 30
-----------------------------------------------------------------
Victoria Industries, Inc., delivered its financial results for the
six months ended June 30, 2005, to the Securities and Exchange
Commission on Oct. 7, 2005.

Victoria Industries reports a $32,067 net income on $1,810,990 of
revenues for the six months ended June 30, 2005, compared to a
$56,439 net loss on $1,427,906 of revenues for the same period in
2004.

The Company's balance sheet showed $1,693,120 of assets at June
30, 2005, and liabilities totaling $842,132.  As of June 30, 2005
and December 31, 2004 the Group had total current assets of
$1,363,665 and $586,860 and total current liabilities of $842,132
and $185,412, respectively.

                    Going Concern Doubt

John A. Braden & Company, PC, expressed substantial doubt about
Victoria Industries' ability to continue as a going concern after
it audited the Company's financial statements for the fiscal years
ended Dec. 31, 2003 and 2004.  The auditing firm points to the
Company's recurring losses, limited revenue history, dependence on
narrow customer base and limited funding.

The Company and its subsidiaries Victoria Siberian Wood, Victoria
Lumber and Coptent Trading Ltd., are exclusively involved in the
business of trading in forest products.  Management says the lack
of diversification into a number of areas subject it to economic
fluctuations within the forest products industry.

                About Victoria Industries

Victoria Industries, Inc. is a holding company situated in the
United States of America.  The Company's subsidiaries, Victoria
Resources, Inc., Victoria Lumber, LLC, Victoria Siberian Wood, and
Coptent Trading are involved in the marketing and distribution of
the Company's forestry products.  The Group's principal customers
are based in Eastern Siberia and Far East regions of Russia, and
North provinces of China - Inner Mongolia and Heyluntszyan.


VINCENT SUBIRATS: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vincent Subirats and Monica Subirats
        34 Crossman Drive
        Centerport, New York 11721-0000

Bankruptcy Case No.: 05-89563

Type of Business: The Debtors are retired employees.
                  Papers filed with the Court did not specify
                  their former employers.

Chapter 11 Petition Date: October 15, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Edward Zinker, Esq.
                  Zinker & Herzberg, LLP
                  278 East Main Street
                  P.O. Box 866
                  Smithtown, New York 11787-0866
                  Tel: (631) 265-2133

Total Assets: $1,805,570

Total Debts:    $785,835

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Beneficial Loan                  Loan                   $23,863
P.O. Box 17574
Baltimore, MD 21297-1574

Providian                        Credit Card             $4,733
P.O. Box 660433                  Purchases
Dallas, TX 75266-0433

AT&T Universal Card              Credit Card             $3,919
P.O. Box 44167                   Purchases
Jacksonville, FL 32231-4167

Providian                        Credit Card             $3,222
P.O. Box 660433                  Purchases
Dallas, TX 75266-0433

Huntington Hospital              Medical Bills           $2,008
270 Park Avenue
Huntington, NY 11743

Yellow Book                      Advertising             $2,000
One EAB Plaza
Uniondale, NY 11553

Capital One                      Credit Card             $1,091
P.O. Box 85015                   Purchases
Richmond, VA 23285


VOUGHT AIRCRAFT: S&P Affirms Low-B Ratings and Outlook is Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Vought Aircraft Industries
Inc. and removed the ratings from CreditWatch, where they were
placed with negative implications on Sept. 9, 2005.  The outlook
is negative.

"The affirmation reflects expectations of a minimal impact on the
already weak financial profile of Vought due to the recently
resolved strike at Boeing Co.'s commercial aircraft operations,"
said Standard & Poor's credit analyst Christopher DeNicolo.  As a
result of the relatively short duration of the strike -- four
weeks -- and efforts by Vought to reduce costs to match lower
production rates during that period, the effect on earnings and
cash flow are not likely to be significant.  Revenues will be
lower in the affected period, since sales related to Boeing
commercial aircraft represent around 30% of Vought's total
revenues.  Expected increases in production rates for jetliners,
including Boeing, and business jets, as well as new military
programs are likely to more than offset the financial impact of
the strike on Vought over the intermediate term.

The ratings on Dallas, Texas-based Vought reflect a weak financial
profile, stemming from high debt levels, high costs and
uncertainty associated with investing in new programs and
rationalizing capacity, and exposure to the cyclical and
competitive commercial aircraft industry.  These factors are
offset by Vought's position as one of the largest independent
aerostructures manufacturers.

Vought is the second-largest independent producer of
aerostructures for commercial, military, and business aircraft.
Structures manufactured by Vought include wings, fuselages, and
tail sections.  Production rates for jetliners, the company's
largest market, have increased modestly in the past year,
following two years of decline.  Further increases are expected in
2006.  Vought manufactures structures for the C-17 military
transport and V-22 tilt rotor aircraft and is likely to benefit
from high levels of defense spending.  The firm recently won a
contract to produce the cabin for Sikorsky's Black Hawk
helicopters, which could provide $1.4 billion of revenues through
2019.  Vought has also seen increased revenues related to business
jets.  Vought acquired Aerostructures Corp. in a stock and
cash deal in July 2003, improving customer diversity somewhat.
However, sales of commercial aircraft structures to Boeing still
represent more than 30% of revenues.

Credit protection measures are likely to remain weak for the
intermediate term due to higher debt and the significant up-front
costs and long-term payback period for the facilities
consolidation and 787 programs.  A failure of either program to
generate the projected benefits or a weaker-than-expected recovery
in the commercial aircraft market or other segments could result
in a downgrade.  It is unlikely that the outlook would be revised
to stable in the near term.  However, the outlook could be revised
to stable in the intermediate term if Vought's financial profile
improves materially due to higher-than-expected increases in
commercial aircraft deliveries or the contributions from new
military programs.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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.

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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 Pinili,
Jr., 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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