TCR_Public/051020.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, October 20, 2005, Vol. 9, No. 249

                          Headlines

ACURA PHARMACEUTICALS: Needs Funding to Avert Bankruptcy Filing
ALOHA AIRLINE: Pilots Condemn Request to Terminate Labor Pacts
AMERICAN HARDWOODS: Case Summary & 28 Largest Unsecured Creditors
AMHERST TECHNOLOGIES: Committee Balks at Consolidation of Estates
AMHERST TECHNOLOGIES: IBM Accelerates Debt Following Default

ASHTON WOODS: Earns $6 Million of Net Income in First Quarter
BALLY TOTAL: Independent Directors Adopt Stockholder Rights Plan
BANK OF AMERICA: Fitch Upgrades Rating on Class 1-B-5 Certs. to BB
BCBG MAX: S&P Assigns Low-B Ratings to $300 Million Loans
BIRCH TELECOM: Bankruptcy Court Fixes November 4 Claims Bar Date

BLACK WARRIOR: Two Noteholder Groups Will Convert Notes to Shares
BOSTON COMMS: Enjoined from Infringing on Freedom Wireless Patent
BOYDS COLLECTION: Court Restricts Trading in Claims & Equity
BROOKFIELD PROPERTIES: Completes Acquisition of O&Y Entities
BULL RUN: Can Borrow Up to $61.9-Mil Under Bank Credit Facility

BULL RUN: Inks Merger Pact with Triple Crown & BR Acquisition
CALIFORNIA STEEL: Incurs $1.1 Million Net Loss in Third Quarter
CAPE SYSTEMS: Tackles Material Weaknesses in Controls & Procedures
CHAMPION ENTERPRISES: Earns $14.3 Mil. of Net Income in 3rd Qtr.
CHEMTURA CORP: Rescinds Resolution of Calif. & Conn. Class Suits

COLLINS & AIKMAN: Closing Mfg. Facility in Westland, Michigan
COMPANHIA PETROLIFERA: Moody's Lifts Notes' Rating to Baa3 from B1
COMPOSITE TECHNOLOGY: Settles American China's $10 Million Claim
CONSTELLATION BRANDS: Offers to Acquire Vincor for C$1 Billion
CONTINENTAL AIRLINES: Earns $61 Million of Net Income in 3rd Qtr.

CONTINENTAL AIRLINES: Prices Public Offering of 18 Million Shares
CREDIT SUISSE: S&P Assigns Low-B Rating to Six Certificate Classes
CROWN HOLDINGS: Launches Tender Offers for Subsidiary's Notes
CROWN HOLDINGS: Earns $78 Million of Net Income in Third Quarter
DANA CORP: Secures Credit Facility Waivers Until Nov. 30

DEL LABORATORIES: Offering $185 Million Notes in Private Placement
DELPHI CORP: CEO Steve Miller Cuts Salary to $1 Annually
DELPHI CORP: Judge Drain Approves Skadden Arps as Lead Counsel
DELPHI CORP: FTI Consulting Approved as Financial Advisors
DELPHI CORP: U.S. Trustee Appoints 7-Member Creditors Committee

DELTA AIR: Two Airports Question Amount Deposited in PFC Accounts
DELTA AIR: Court OKs Rejection of 12 Burdensome Contracts & Leases
DENNY'S CORP: Issues Earnings Guidance for Fiscal Year 2005
DOCTORS HOSPITAL: Wants to Employ Wilton Burt as Management Expert
EASTMAN KODAK: Syndication of $2.7 Billion Loan Packages Completed

ELEC COMMS: Balance Sheet Upside-Down by $2,642,674 at August 31
EMERITUS ASSISTED: Launches Exchange Offer for Conv. Sub. Notes
ENDURANCE SPECIALTY: Completes $600 Million Capital Raising Plan
ENRON CORP: Court Directs U.S. Bank to Disburse $13.6 Million
ENTERGY NEW ORLEANS: Bond Default Prompts S&P to Cut Rating to D

FAIR UNDERCAR: Case Summary & 36 Largest Unsecured Creditors
FLY AMERICA: Files Notice Under Bankruptcy and Insolvency Act
FORD CREDIT: S&P Lifts Ratings on Six Certificate Classes
FREEDOM MEDICAL: Court Confirms Chapter 11 Plan of Reorganization
GATEWAY EIGHT: Court Confirms Amended Plan of Reorganization

GENTEK INC: Abrams Capital Commences Tender Offer for Warrants
GENTEK INC: Plans to Prepay $3MM of 1st Lien Term Loan This Month
GRAPHIC PACKAGING: Lenders Agree to Relax Financial Covenants
H&E EQUIPMENT: $200M IPO Prompts S&P to Review Credit Ratings
HEATING OIL: Gets Final Court Nod on $115 Million DIP Financing

HMSC CORP: S&P Rates $210 Million Senior Credit Facility at B+
INDIANAPOLIS POWER: Fitch Raises Preferred Stock Rating to BBB-
INTERNATIONAL PAPER: Appoints Marianne Parrs Executive VP & CFO
INTERPUBLIC GROUP: Fitch Junks Preferred Stock & Rates Bonds at B+
INTERSTATE BAKERIES: Union Locals Ratify Extended Labor Contracts

INTRAWEST CORP: Discloses Realignments of Executive Positions
IPALCO ENTERPRISES: Fitch Lifts Sr. Notes Ratings to BBB- from BB
J. CREW GROUP: All Holders of Senior Sub. Notes Tender Notes
LAKESHORE LAUNDRY: Case Summary & 20 Largest Unsecured Creditors
LEVITZ HOME: Organizational Meeting Today to Appoint Committee

LEVITZ HOME: Court Approves Hiring of Jones Day as Lead Counsel
LEVITZ HOME: Wants to Hire Blackstone Group as Financial Advisors
MCLEODUSA INC: Solicits Lender Consent for Debt Restructuring
MARCO DEVELOPMENT: Voluntary Chapter 11 Case Summary
MEBAKK INC: Case Summary & 20 Largest Unsecured Creditors

MESABA AVIATION: Wants to Continue Using Cash Management System
MESABA AVIATION: Wants Mercer Management as Consultant
MESABA AVIATION: Wants Marr Hipp as Labor Counsel
MIRANT CORP: Court Halts Wilson Law Firm's Negative Solicitations
MORGAN STANLEY: Low Values Spur Fitch to Cut Ratings on 2 Classes

MOSAIC GROUP: Chapter 7 Trustee Hires Kane Russell as Counsel
NEXTMEDIA OPERATING: S&P Junks Proposed $100 Million Secured Loan
NUTRAQUEST INC: Has Until Feb. 7 to File Chapter 11 Plan
NUTRAQUEST INC: Court Extends Removal Period to April 11
O'CHARLEY'S INC: Says 3rd Quarter Results Below Earnings Guidance

O'SULLIVAN INDUSTRIES: Inks GECC Adequate Protection Stipulation
O'SULLIVAN INDUSTRIES: Overview of Plan Of Reorganization
OM GROUP: Reduced Earnings Prompt S&P to Affirm Low-B Ratings
ORBIT BRANDS: Files Chapter 11 Plan Leaving Existing Equity Intact
PASADENA GATEWAY: Wants Court to Close Chapter 11 Case

PERSISTENCE CAPITAL: Section 341(a) Meeting Slated for Nov. 15
PINKSTON-HOLLAR: Voluntary Chapter 11 Case Summary
PLEASURE COVE: Case Summary & 20 Largest Unsecured Creditors
POINT TO POINT: Files Plan of Reorganization in W.D. Missouri
POINT TO POINT: Taps Paul Fouts as Special Accountant

PPM AMERICA: Moody's Lowers $256 Million Sr. Notes' Rating to Caa1
PRUDENTIAL MORTGAGE: Fitch Raises Ratings on Four Cert. Classes
PUTNAM CBO: Credit Enhancement Prompts Fitch to Lift Ratings
REFCO INC: Updated Case Summary & 50 Largest Unsecured Creditors
REFCO INC: S&P Ratings Tumble to D After Bankruptcy Filing

RF CUNNINGHAM: Wants Exclusive Period Extended to December 26
RF CUNNINGHAM: Court Sets November 22 as Claims Bar Date
SAINT VINCENTS: Plaintiffs Object to Removal Period Extension
SAINT VINCENTS: Taps Togut Segal as Special Conflicts Counsel
SAINT VINCENTS: Court Affirms St. Mary's Closure Order

SAKS INC: Earns $8.2 Million of Net Income in Second Quarter
SHOPKO STORES: Extending 9-1/4% Debt Tender Offer Until Nov. 10
STATION CASINOS: Earns $39 Million of Net Income in Third Quarter
STATION CASINOS: Reports 3rd Quarter Financial & Operating Results
STEEL HOUSE: Voluntary Chapter 11 Case Summary

STEWART ENTERPRISES: Delays Third Quarter Reports Until Oct. 24
SUPREME REALTY: To Acquire Hotel Properties for $34 Million
TEVEAMERICA NETWORKS: Voluntary Chapter 11 Case Summary
TIRO ACQUISITION: Wants Exclusive Period Stretched to December 8
TODD MCFARLANE: Wants Until Feb. 17 to File Chapter 11 Plan

TOM'S FOODS: Lance Inc. Wins Asset Auction with $37.9 Million Bid
TORCH OFFSHORE: Wants Until Nov. 14 to File Chapter 11 Plan
USA MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
UNISYS CORP: Poor Performance Prompts S&P's Negative Outlook
UNISYS CORP: Low 3rd Quarter Earnings Cue Fitch's Low-B Ratings

VARTEC TELECOM: Wants to Assume License Pacts with Edify Corp.
VTEX ENERGY: U.S. Energy to Acquire U.K. Assets for $60 Million
WELLINGTON PROPERTIES: Taps John Kepley to Appraise Property
WELLS FARGO: Fitch Upgrades Low-B Ratings on Ten Cert. Classes
WEST SUBURBAN: Voluntary Chapter 11 Case Summary

XYBERNAUT CORP: Equity Panel Taps Executive Sounding as Advisor
XYBERNAUT CORP: Wants to Access $5MM DIP Financing from LC Capital
XYBERNAUT CORP: Blank Rome Approved as Committee's Lead Counsel

* McCarter & English Names Three New Partners to Firm
* Epstein Becker Adds Two Attorneys to New York Corporate Practice
* Sheppard Mullin Continues N.Y. Growth With Edward Tillinghast

                          *********

ACURA PHARMACEUTICALS: Needs Funding to Avert Bankruptcy Filing
---------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTC.BB-ACUR) estimates that its
current cash reserves will fund operating expenses only through
November 11, 2005, assuming a waiver from existing bridge loan
lenders allowing use of $200,000 pledged as security against the
bridge loans.

The Company can provide no assurance that the Lenders will grant
such waiver.  If the waiver is not granted prior to October 25,
2005 the Company may be required to seek protection under
applicable bankruptcy laws.

Assuming that the Company receives the waiver, to continue
operating after November 11, 2005, the Company must obtain
additional financing or enter into appropriate collaboration
agreement with third parties providing for cash payments to the
Company.  The Company can provide no assurance that it will be
successful in obtaining any such financing or entering into
appropriate collaborative agreements, on acceptable terms, if at
all, or if obtained, that such financing or collaborative
agreements will provide sufficient cash to continue funding
operations.  In the absence of financing or third-party
collaborative agreements, the Company will be required to scale
back or terminate operations or seek protection under applicable
bankruptcy laws.

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--  
together with its subsidiaries, is an emerging pharmaceutical
technology development company specializing in proprietary opioid
abuse deterrent formulation technology.

At June 30, 2005, Acura Pharmaceuticals' balance sheet showed a
$3,569,000 stockholders' deficit, compared to a $1,085,000 deficit
at Dec. 31, 2004.


ALOHA AIRLINE: Pilots Condemn Request to Terminate Labor Pacts
--------------------------------------------------------------
The Aloha Airlines unit of the Air Line Pilots Association,
International denounced Saturday's 1113 motion filing by Aloha
Airlines, calling it disappointing, unnecessary and inappropriate.
The filing, which attempts to void labor contracts as part of the
bankruptcy process, comes at a time when management gave
assurances to the pilot group that they would avoid filing the
motion and would work with the pilots to reach a consensual
agreement.

The company's 1113 motion also follows months of negotiations and
numerous concessions given by the pilot group putting Aloha's
pilots in a significantly poorer financial position than those at
Aloha's competitors.  These concessions have succeeded in making
Aloha very profitable over the past months, and have created a
stable labor environment for the potential new investor groups,
Yucaipa Cos. and Aloha Aviation Investment Group LLC.

"We have made every attempt to negotiate in good faith with this
management team for a labor contract that benefits both the pilots
and the company, and would create a seamless transition for the
new investors," said David Bird, chairman of the master executive
council for the Aloha pilot group.  "Why they now would go back on
their word, ask the Court to reject our contract, and risk having
the new investors walk away from the table is beyond reason."

Mr. Bird continued: "The Aloha Airlines management has failed to
demonstrate the need for us to take these drastic concessions at
this time.  While we are aware of the cash crunch our company
faces, management should be negotiating with us rather than trying
to use the courts to raid its own workers who have worked so hard
to make Aloha successful."

"Our goal was, and remains, to reach a consensual agreement with
Aloha management to allow the airline to successfully emerge from
bankruptcy court protection.  We met with management as recently
as Friday afternoon, and we continue to believe a satisfactory
agreement can be reached.  The company's attempt to seek
bankruptcy court intervention is both inappropriate and completely
unnecessary."

Under Section 1113, employers can seek to reject labor contracts
as part of the bankruptcy process, in effect modifying the terms
of any provision in those agreements, including pay, benefits,
work rules, and scope.  Any proposal must be limited to necessary
modifications and any request must treat all parties fairly and
equitably.

As part of the most recent round of concessions this past Spring,
Aloha pilots agreed to a 20% pay cut, productivity enhancements
and a two-year "freeze" on their pension plan.  In return for
nearly $12.5 million in pilot concessions, Aloha Airlines
management on May 13, 2005, signed a Letter of Agreement expressly
agreeing not to seek rejection of the pilot collective bargaining
agreement in bankruptcy court.  Merely five months later, the
company not only is seeking complete termination of the pilots'
pension plan, but rejection of the entire contract.

The Air Line Pilots Association, International --
http://www.alpa.org/-- is the world's largest pilots union,
representing 64,000 pilots at 41 airline carriers in the United
States and Canada.

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


AMERICAN HARDWOODS: Case Summary & 28 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: American Hardwoods, Inc.
             28260 McKee Road
             Toney, Alabama 35773

Bankruptcy Case No.: 05-87114

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Southern Architectural Millworks, LLC      05-87120

Type of Business: The Debtor sells hardwood materials
                  and custom millwork products to
                  customers throughout Northern,
                  Central and Southern Alabama.  See
                  http://www.american-hardwoods.com/

Chapter 11 Petition Date: October 16, 2005

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtors' Counsel: Michael E. Lee, Esq.
                  200 West Side Square, Suite 803
                  Huntsville, Alabama 35801-4816
                  Tel: (256) 536-8213
                  Fax: (256) 536-8262

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
American Hardwoods, Inc.    Less than $50,000    $1 Million to
                                                 $10 Million

Southern Architectural      Less than $50,000    $100,000 to
Millworks, LLC                                   $500,000

A. American Hardwoods, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
So. Architectural Millwork    Unsecured                 $317,957
28260 McKee Road
Toney, AL 35773

U Lock It Sorage              Unsecured                 $232,492

Madison Commercial LLC        Unsecured                  $77,167
117 Benson Drive
Madison, AL 35758

Rugger Construction           Unsecured                  $75,402

Weather Shield Mfg., Inc.     Unsecured                  $73,369

Renasant                      Unsecured                  $50,100

The Bank                      Unsecured                  $50,000

Monaco International          Unsecured                  $45,863

Moss Lumber Industries        Unsecured                  $27,432

SN Servicing Corporation      Unsecured                  $22,432

Alabama Dept. of Revenue      Taxes                      $18,787

Northland Corporation         Unsecured                  $16,307

John Paul McKee               Unsecured                  $16,036

DLH Nordisk, Inc.             Unsecured                  $13,789

Eggers Industries             Unsecured                  $11,902

Dyke Industries, Inc.         Unsecured                  $10,461

ANB Insurance Services        Unsecured                   $9,023

North American Wood           Unsecured                   $7,273

Huntsville City Sales Tax     Taxes                       $6,636

Compass Bank                  Unsecured                   $5,730


B. Southern Architectural Millworks, LLC's 8 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First Commercial              Unsecured                  $49,002
RE/Building Loan
301 Washington Street
Huntsville, AL 35801

Rugger Construction Company   Unsecured                  $36,171
28260 McKee Road
Toney, AL 35773

McDonald Construction         Unsecured                  $17,446
2906 McJohn Street
Huntsville, AL 35805

SNS Equipment Loan            Unsecured                  $11,845

SBA Loan Repayment Auto       Unsecured                  $10,603
Debit

SNS Equipment Loan            Unsecured                   $5,326

LeaseSouth, LLC               Unsecured                   $3,471

Faulker Hill Fogg & Assoc.    Unsecured                   $3,935


AMHERST TECHNOLOGIES: Committee Balks at Consolidation of Estates
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Amherst
Technologies, LLC, and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of New Hampshire to deny the
Debtors' request for substantive consolidation of their estates.
Amherst Technologies, LLC, proposes that its estate will be the
lone surviving bankruptcy estate following the consolidation.  The
Committee says there's no justification for disregarding the
corporate separateness of the debtors' estates.

                   Substantive Consolidation

The Debtors tell the Bankruptcy Court that maintaining 11 separate
chapter 11 cases results in unnecessary expenses and cutting those
costs could make more money available to satisfy creditor claims.

Peter N. Tamposi, Esq., at Nixon Peabody LLP, says that the
proposed consolidation is justified since the Debtors' assets and
liabilities are intermingled and because the Debtors have
historically held themselves out as a single entity since 1998.

Mr. Tamposi adds that a substantive consolidation of the various
Debtors will not harm IBM Credit -- their major secured creditor
-- since the aggregate value of their businesses is greater than
the debt to IBM.  The prepetition loan made by IBM was made
jointly to all Debtors and is secured by a perfected security
interest in virtually all of their assets.

The substantive consolidation will result in:

    a) the write-off and extinguishment of all inter-company
       claims belonging to any Debtor;

    b) the merger of all assets and liabilities of the Debtors;

    c) Amherst Technologies LLC's assumption of all obligations of
       any one of the Debtors;

    d) the treatment of any claims filed in the Debtors'
       bankruptcy cases as a claim against Amherst Technologies,
       LLC.

    e) the treatment of the Debtors as a single entity for the
       purposes of determining the availability of the right of
       setoff under Section 553 of the Bankruptcy Code.

                   Committee's Objections

The Committee tells the Bankruptcy Court that the proposed
substantive consolidation should be rejected because it is
premature and unwarranted.

Charles R. Powell, Esq., at Devine Millimet & Branch, PA, argues
that substantive consolidation is an exceptional remedy and should
be used sparingly.  Mr. Powell says the Debtors have failed to
present sufficient compelling evidence to justify a substantive
consolidation.

The Committee complains that:

     a) The Debtors have not offered evidence demonstrating that
        creditors will not be prejudiced by substantive
        consolidation.

     b) The Debtors' unwillingness to undertake the task of
        examining its books and records and unsubstantiated
        allegations of hardship do not justify consolidation of
        their bankruptcy cases.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


AMHERST TECHNOLOGIES: IBM Accelerates Debt Following Default
------------------------------------------------------------
IBM Credit, LLC, accelerated all payments due under existing
prepetition and postpetition financing agreements with Amherst
Technologies, LLC, and its debtor-affiliates after the Debtors
failed to comply with various covenants stipulated in the
financing agreements.

The default notice pointed to the Debtors':

     -- failure to obtain a required $1,162,500 member payment
        within sixty days following the petition date;

     -- inability to meet forecasted sales in Sept. 2005;

     -- ongoing losses to its sales force and costumers; and

     -- deteriorating financial condition.

Because of these events of default, IBM Credit informed the
Debtors on Oct. 7, 2005, that it has terminated and reduced to
zero its obligation to make further advances to the Debtors.  IBM
further informed the Debtor that it will seek relief from the
automatic stay so that it can exercise any and all other rights
and remedies under the agreements.

                      Financing Agreements

As reported in the Troubled Company Reporter, the Debtors owe
approximately $39.4 million to IBM Credit pursuant to a Term and
Revolving Credit Agreement signed in Oct. 1999.  Of this amount,
approximately $10 million is owed under a Term Loan and
approximately $30 million is owed under a Revolving Credit
Facility.  IBM holds liens on substantially all the Debtor's
assets, including inventory and accounts receivable.

In Sept. 2005, the U.S. Bankruptcy Court for the District of New
Hampshire authorized the Debtors to continue accessing the
prepetition credit facility as a DIP facility subject to the
Ratification and Amendment Agreements with IBM Credit.

Among other things, the ratification agreement granted IBM Credit
a superpriority administrative claim under Section 364(c)(1) of
the U.S. Bankruptcy Code and a valid perfected security interests
in all property of the estate, subject to the professional fees
carve-out.

              Committee's Advances Conspiracy Theory
                   to Stall Relief from Stay

The Official Committee of Unsecured Creditors says there's a
conspiracy among the Debtors, IBM Credit and Knightsbridge
Holdings, LLC, to formulate an unconfirmable "sub rosa" plan of
reorganization.

The Committee asks the Bankruptcy Court to delay entry of an order
granting IBM Credit relief from the automatic stay.

The Debtors' default on its IBM Credit loan was triggered, among
other things, by its failure to obtain a required $1,162,500
member payment.

Knightsbridge Holdings had agreed to provide the LLC member
payment on the condition that the loaned amount will convert to
equity upon the effective date of any plan of reorganization
proposed the Debtors.

The Committee objected to the Knightsbridge loan after learning
that Mr. David Lipson, a member of Knightsbridge, would not fund
the loan unless he receives at least a 40% interest in the
reorganized debtors.  The Committee later learned that the Mr.
Lipson's demand was based on a prepetition agreement with IBM
Credit and the Debtors.

After the Debtors failed to secure the Knightsbridge loan, IBM
Credit called a default under the DIP facility.

On Oct. 12, 2005, IBM Credit filed a proposed order granting
relief from the automatic stay.  On the same day, IBM and the
Debtors presented a letter of intent granting a company called
ePlus Technology, Inc., an option to purchase certain of the
Debtors' assets for $2 million.  The purchase will be made in the
context of a private sale after IBM Credit has obtained relief
from the automatic stay.

The Committee alleges that the Debtors' chapter 11 cases have
proceeded based on an undisclosed prepetition agreement that
effectively carves up equity in a reorganized Debtor primarily for
the benefit of IBM Credit, Mr. Lipson and the Debtors' management
to the detriment of unsecured creditors who would rightfully be
entitled to most of the equity.

Charles R. Powell, Esq., at Devine Millimet & Branch, PA, tells
the Bankruptcy Court that the Debtor's failure to disclose the
existence and terms of the agreement has improperly skewed the
playing field in this chapter 11 case to the distinct detriment of
the unsecured creditors.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


ASHTON WOODS: Earns $6 Million of Net Income in First Quarter
-------------------------------------------------------------
Ashton Woods USA L.L.C. (Bloomberg: ASHWOO) reported financial
results for its first fiscal quarter ended Aug. 31, 2005.

The Company reported $6,077,000 of net income on $106,454,000 of
revenues for the three months ended Aug. 31, 2005, compared to a
$22,161,000 net income on $106,277 of revenues for the same period
in 2004.

Home sales revenues for the quarter ended Aug. 31, 2005, of
$106.5 million reflects a $200,000 increase as compared to the
same period a year ago despite an 11.2% decrease in home closings.
Land sales revenue declined in the quarter ended Aug. 31, 2005, by
$23.8 million or 99.7%.  The Company's consolidated net income for
the first quarter ended Aug. 31, 2005, was $6.1 million compared
to $22.2 million for the first quarter ended Aug. 31, 2004.

Tom Krobot, President and Chief Executive Officer of ASHTON WOODS
USA L.L.C., said, "We are pleased with our significant growth in
net new home orders during the quarter as we feel it reflects the
strength of our product diversification and our highly attractive
land positions.  Our strong results also point to the solid
consumer demand in the homebuilding markets in which we build.  We
continued our product and price point expansion with the opening
of our first two townhome communities in Dallas, our first active
adult community in Atlanta and our second stacked flat condominium
community in Atlanta.  This strong new home order performance
produced the highest level of backlog in our Company's history at
$461.2 million, which along with our robust balance sheet,
positions us for a strong fiscal year 2006."

Mr. Krobot continued, "The decline in first quarter home closings
as compared to the prior year reflects delays experienced in
Atlanta and Orlando due to the series of hurricanes in fiscal year
2005 and subcontractor delays experienced in Phoenix due to the
strong homebuilding market.  This decline in home closings was
offset by the 11.7% increase in our average home sales price. We
anticipate that our second quarter home closings will compare
favorably to the prior year as we overcome the weather related
delays experienced during the past year."

Headquartered in Roswell, Georgia, Ashton Woods builds:

   * single-family detached homes,
   * townhomes, and
   * stacked-flat condominiums

with operations in five U.S. cities and with two more slated for
imminent start-up.

Revenues and pretax income for the fiscal year ending May 31, 2005
were approximately $500 million and $60 million, respectively.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Moody's Investors Service assigned first-time ratings to Ashton
Woods USA L.L.C., including a B1 corporate family rating, a B3
rating on the proposed $125 million issue of senior subordinated
notes, and a Speculative Grade Liquidity rating of SGL-3.  The
ratings outlook is stable.


BALLY TOTAL: Independent Directors Adopt Stockholder Rights Plan
----------------------------------------------------------------
Bally Total Fitness Holding Corporation's (NYSE: BFT) independent
Directors have implemented a Stockholder Rights Plan designed to
preserve the rights of all shareholders and to ensure investors
realize the long-term value of their investment in Bally.

The Board has been discussing the Rights Plan with its advisors
for some time and approved its adoption subject to obtaining
consent from the Company's lenders, which has now been obtained.
The Rights Plan is being adopted in light of the significant
accumulations of shares in recent months, and is not a response to
any proposed takeover or other transaction.  The adoption of the
Rights Plan will not foreclose a fair acquisition bid for Bally
Total Fitness or any other capital transaction, nor will it
preclude any shareholder's ability to nominate directors.

Under the Company's Stockholder Rights Policy, the Rights Plan
will expire if it is not approved by shareholders prior to
July 15, 2006, although it can be redeemed or terminated sooner by
the Company.  In the interim, this plan is intended to prevent an
outside party from attempting to acquire the Company or its equity
at prices that may not reflect Bally's true long-term value.

The Board of Directors believes the Rights Plan will help create a
level playing field, allowing all investors to make informed
decisions based on greater visibility into the Company's
operational and financial performance.  The Rights Plan provides
prudent protection and is particularly important at this time
because Bally's financial statements for the first nine months of
2005, the year ended December 31, 2004 and for the prior years
that are being restated, have not yet been issued.  The Board of
Directors believes shareholders should have and review such
financial information before evaluating proposals from the Company
or third parties.

                Details of the Rights Plan

In connection with the Rights Plan, the Bally Board of Directors
declared a dividend of one Preferred Share Purchase Right for each
outstanding share of Bally common stock.  The Rights distribution
will be payable to shareholders of record on Oct. 31, 2005.  The
Rights distribution is not taxable to shareholders.  After a
triggering event, including a person or group acquiring 15% or
more of Bally's common stock, the Rights provide shareholders
(excluding the acquiring person) the ability to purchase one one-
thousandth of a share of newly created Series B Junior
Participating Preferred Stock of Bally at an exercise price of
$13.  The Bally Board will be entitled to redeem the Rights at
$0.001 per Right at any time before a person has acquired 15% or
more of the outstanding common stock.

Should a person or group acquire more than 15% of the Company's
common stock, each Right will entitle its holder to purchase, at
the Right's then-current exercise price and in lieu of receiving
shares of preferred stock, a number of common shares of Bally
having a market value at that time of twice the Right's exercise
price.  In the same regard, the Rights of the acquiring person or
group will become void and will not be exercisable.  If Bally is
acquired in a merger or other business combination transaction not
approved by the Board of Directors, each Right will entitle its
holder to purchase, at the Right's then-current exercise price and
in lieu of receiving shares of preferred stock, a number of the
acquiring company's common shares having a market value at that
time of twice the Right's exercise price.

The Rights Plan will terminate on July 15, 2006, unless the
issuance of the Rights is ratified by Company shareholders prior
to that time.  The Board of Directors presently intends to submit
the Rights Plan to shareholders for ratification prior to July 15,
2006, unless previously redeemed, exchanged or otherwise
terminated.  If the shareholders ratify the Rights at that
meeting, the expiration date will be Oct. 18, 2015, subject to
shareholder ratification every subsequent two years no later than
July 31st of the applicable year beginning 2008.  In 2004, in
connection with redeeming its 1996 rights plan, Bally agreed with
shareholders to adopt a Rights Policy giving it the ability to
implement a new Rights Plan without prior shareholder approval if
the Independent Directors on the Board determine the delay
attendant to prior shareholder approval of the Rights Plan is not
in the best interests of the Company's shareholders and the Rights
Plan is submitted to a vote of shareholders on the later of its
next annual meeting date or 270 days after adoption.

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

                        *     *     *

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

Moody's affirmed these ratings:

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

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

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

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

   * Corporate family rating, rated Caa1


BANK OF AMERICA: Fitch Upgrades Rating on Class 1-B-5 Certs. to BB
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Bank of America
Mortgage Securities, Inc. securitizations:

   Series 2001-4, Group 1:

     -- Class 1-B-1 affirmed at 'AAA';
     -- Class 1-B-2 affirmed at 'AAA';
     -- Class 1-B-3 affirmed at 'AAA';
     -- Class 1-B-4 affirmed at 'AAA';
     -- Class 1-B-5 affirmed at 'AA-'.

   Series 2001-4, Group 2:

     -- Class 2-B-1 affirmed at 'AAA';
     -- Class 2-B-2 affirmed at 'AAA';
     -- Class 2-B-3 affirmed at 'AAA';
     -- Class 2-B-4 affirmed at 'AA+';
     -- Class 2-B-5 affirmed at 'A'.

   Series 2002-5:

     -- Class A-6 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AA+';
     -- Class B-4 affirmed at 'A+';
     -- Class B-5 affirmed at 'BBB+.'

   Series 2002-9, Group 1:

     -- Classes 1-A-15 and 1-A-16 affirmed at 'AAA'
     -- Class 1-B-1 affirmed at 'AAA';
     -- Class 1-B-2 upgraded to 'AA+' from 'AA';
     -- Class 1-B-3 upgraded to 'AA-' from 'A';
     -- Class 1-B-4 upgraded to 'A' from 'BBB';
     -- Class 1-B-5 upgraded to 'BB' from 'B+'.

   Series 2002-9, Groups 2 and 3:

     -- Classes 2-A-1 and 3-A-1 affirmed at 'AAA'.

   Series 2002-10, Group 1:

     -- Classes 1-A-31 through 1-A-35 affirmed at 'AAA';
     -- Class 1-B-1 affirmed at 'AAA';
     -- Class 1-B-2 upgraded to 'AA+' from 'AA';
     -- Class 1-B-3 upgraded to 'AA-' from 'A';
     -- Class 1-B-4 upgraded to 'A' from 'BBB+';
     -- Class 1-B-5 remains at 'BB'.

   Series 2002-10, Group 2:

     -- Classes 2-A-1 and 2-A-3 through 2-A-7 affirmed at 'AAA'.

   Series 2002-H:

     -- Classes 1-A-1, 1-A-2, and 2-A-1 affirmed at 'AAA'.

   Series 2002-J:

     -- Classes A-1 through A-4 affirmed at 'AAA'.

   Series 2002-K:

     -- Classes 1-A-1 through 1-A-7, 2-A-1, and 2-A-2, 3-A-1, 4-A-
1 affirmed at 'AAA'.

   Series 2002-L:

     -- Classes 1-A, 2-A, and 3-A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 affirmed at 'AA-';
     -- Class B-4 affirmed at 'A';
     -- Class B-5 affirmed at 'BBB'.

The underlying collateral for the Bank of America transactions
consists of 15-year and 30-year fixed-rate and adjustable-rate
mortgages extended to prime borrowers.  As of the September 2005
distribution date, the aforementioned transactions are seasoned
between 33 and 54 months, and the pool factors -- current mortgage
loan principle outstanding as a percentage of the initial pool --
range from approximately 1% to 18%.  The master servicer for the
deals above is Bank of America Mortgage, Inc., which is currently
rated 'RPS1' by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$383.56 million in outstanding certificates.  The upgrades reflect
an improvement in the relationship of CE to future loss
expectations and affect approximately $13.40 million of
certificates.  The CE levels for all the classes affected by the
upgrades have more than tripled their original enhancement levels
since closing date.


BCBG MAX: S&P Assigns Low-B Ratings to $300 Million Loans
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Los Angeles-based apparel retailer and wholesaler
BCBG Max Azria Group Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB' rating and
a '1' recovery rating to the company's $100 million asset-based
revolving credit facility due 2010.  The ratings indicate
Standard & Poor's high expectation for full recovery in the event
of payment default.  It also assigned a 'B+' bank loan rating
and '2' recovery rating to the company's $200 million term loan
due 2011.  These ratings indicate an expectation for substantial
-- 80% to 100% -- recovery in the event of payment default.  The
outlook is stable.

"The speculative-grade ratings on BCBG reflect a rapid growth
strategy, a relatively short record of operating results, high
dependence on its founder, Max Azria, and increased debt
leverage," said Standard & Poor's credit analyst Ana Lai.  BCBG's
good brand recognition, diversified distribution channels and
positive operating performance temper these risks for the past two
years.

In August 2005, BCBG executed a $300 million refinancing and
senior secured credit facility.  Proceeds of the term loan and
revolving credit facility were largely used to refinance about
$123 million in existing debt and fund the acquisition of Alain
Manoukian S.A. for about $79 million.  Total debt outstanding was
about $250 million as of Aug. 31, 2005.

As a retailer and wholesaler of contemporary fashion apparel and
accessories, BCBG participates in the highly competitive and
fragmented apparel retailing industry.  The BCBG Max Azria brand
has performed well due to success with its merchandising and
marketing campaigns.  However, the brand faces stiff competition
from numerous apparel brands both in the department store channel
as well as other specialty retailers.


BIRCH TELECOM: Bankruptcy Court Fixes November 4 Claims Bar Date
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware set November 4, 2005, at 5:00 p.m., as the
deadline for all creditors owed money on account of claims arising
prior to August 12, 2005, against Birch Telecom, Inc., and its
debtor-affiliates, to file proofs of claims.

Governmental units have until February 8, 2006, to file proofs of
claims.

Creditors must file written proofs of claim on or before their
corresponding Claims Bar Date and those forms must be sent to:

      The Clerk of the U.S. Bankruptcy Court
      District of Delaware
      824 Market Street, 3rd Fl.
      Wilmington, DE 19801

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.


BLACK WARRIOR: Two Noteholder Groups Will Convert Notes to Shares
-----------------------------------------------------------------
Black Warrior Wireline Corp. entered into Recapitalization
Agreements with each of:

   * St. James Capital Partners, L.P. and SJMB, L.P., private
     investment partnerships; and

   * Charles E. Underbrink, a Director of the Company, and his
     family affiliates, which include:

     (a) Northgate, L.L.C., Hub, Inc.;
     (b) Charles E. Underbrink IRA; and
     (c) the Charles. E. Underbrink Irrevocable Trust dated
         10/10/92 for the benefit of Piper Aurora Underbrink.

The St. James Partnerships hold an aggregate of:

   -- $34,306,173 principal amount and accrued interest of the
      Company's outstanding Convertible Subordinated Notes; and

   -- 40,755,276 of the Company's common stock purchase
      warrants; and

The Underbrink Family Entities hold an aggregate of:

   -- $3,082,604 principal amount and accrued interest of
      Convertible Notes; and

   -- 11,938,409 Warrants.

The Recapitalization Agreements with the St. James Partnerships
and the Underbrink Family Entities provide that these entities
will convert, at the conversion price of $0.75 per share, the
principal of and all accrued interest on their Convertible Notes
into shares of the Company's Common Stock at the closing of an
underwritten public offering of shares of the Company's Common
Stock that the Company intend to undertake and sell to the Company
those Conversion Shares at the closing of a proposed underwritten
public offering.

The price at which the shares are to be purchased by the Company
is the price per share equal to the net price per share the
Company receives in the underwritten offering, after deducting
underwriting discounts and the underwriters' expenses.

The agreement of the St. James Partnerships and the Underbrink
Family Entities to sell the shares is subject to the net price per
share to be received by them for each Conversion Share being not
less than $0.75 per share.

In addition to the Conversion Shares acquired by the St. James
Partnerships and the Underbrink Family Entities, the shares to be
sold include 5,017,481 shares of Common Stock held by SJMB,
L.P. issued in December 2000 on conversion of principal and
accrued interest on the Convertible Notes it holds.

In the Recapitalization Agreement between the Company and the
Underbrink Family Entities, the Underbrink Family Entities agreed
to exchange, effective October 6, 2005, their 11,938,409 Warrants
for 3,979,467 shares of Common Stock.  The Underbrink Family
Entities further agreed to sell to the Company at the closing of
the underwritten offering their Exchange Shares at the price per
share paid for one Conversion Share.

The St. James Partnerships, as the holders of Warrants to purchase
an aggregate of 40,755,276 shares of Common Stock, agreed to sell
all their Warrants to the Company at the closing of the
underwritten offering at a price for each three Warrants sold
equal to the price per share paid for one Conversion Share.  In
the event the Company does not complete an underwritten public
offering by June 30, 2006, the St. James Partnerships have agreed
to exchange their Warrants for shares of the Company's Common
Stock at an exchange rate of three Warrants for one share of
Common Stock.

Mr. Underbrink, is Chairman of St. James Capital Corp. and SJMB,
L.L.C.

St. James Capital Corp. and SJMB, L.L.C. are the general partners
of St. James Capital Partners, L.P. and SJMB, L.P.

Mr. James H. Harrison, also a Director of the company, is Chief
Financial Officer of St. James Capital Corp. and SJMB, L.L.C.

A full-text copy of the Recapitalization Agreement inked with the
Underbrink Family Entities is available for free at
http://ResearchArchives.com/t/s?264

Full-text copies of the Recapitalization Agreements inked with the
St. James Partnerships are available for free at
http://ResearchArchives.com/t/s?265and
http://ResearchArchives.com/t/s?266

Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico.  It is headquartered in
Columbus, Mississippi.

At June 30, 2005, Black Warrior's balance sheet reflected a
$25,209,000, equity deficit compared to a $20,849,000, deficit at
Dec. 31, 2004.


BOSTON COMMS: Enjoined from Infringing on Freedom Wireless Patent
-----------------------------------------------------------------
Boston Communications Group, Inc. (Nasdaq: BCGI) reiterated that
it will file an appeal in its ongoing patent infringement
litigation with Freedom Wireless, after a federal judge granted
Freedom Wireless' request for injunctive relief.  The U.S.
District Court denied Freedom Wireless' motion to award attorneys
fees and enhanced damages awarded by the jury, including treble
damages.  However, the Court granted Freedom Wireless' request to
add prejudgment interest and other costs totaling $20.1 million,
bringing the total joint and several liability to $148.1 million.

"Our fight is far from over," said E.Y. Snowden, President and CEO
of bcgi.  "We will bring our appeal to the U.S. Court of Appeals
for the Federal Circuit, which has nationwide jurisdiction over
patent issues and is especially skilled at reviewing complex
patent cases, where we hope to prevail."

The lawsuit was filed by Freedom Wireless, Inc., against:

  -- Boston Communications,
  -- AT&T Wireless PCS
  -- Airtouch Communications, Inc.
  -- Alltel Communications Products, Inc.
  -- Bell Atlantic Mobile
  -- Bellsouth Cellular, Corp.
  -- Bellsouth Mobility, Inc.
  -- CMT Partners
  -- Primeco Personal Communications, L.P.
  -- Rogers Wireless, Inc.
  -- Southwestern Bell Mobile Systems, Inc.
  -- Western Wireless Corporation
  -- Cingular Wireless LLC

on Oct. 30, 2000 (Case No. 00-12234).

bcgi continues to assert that it does not infringe the Freedom
Wireless patents, and believes the patents are invalid in light of
prior art and other reasons.  In addition, the Company believes
that the size of the award bears no relationship to a reasonable
royalty that bcgi or any company would have paid for a license of
the patents.

                     Injunctive Relief

The Court enjoined bcgi from offering three implementations of its
U.S. service bureau, multi-frequency, common channel signaling
system seven, and pre-intelligent network, to any wireless carrier
other than a licensee of Freedom Wireless, subject to a 90-day
grace period.  During the 90-day grace period, the defendants
would be required to pay Freedom Wireless a license fee equivalent
to 2.5 cents per minute of use.  On average, bcgi currently
charges its customers approximately 1 cent per minute of use,
which includes a full suite of real-time billing, rating and
support services using bcgi's state-of-the-art proprietary
software and network.

In order to mitigate the severe impact of this injunction that was
granted by the Court, bcgi will file an emergency motion to
request a stay of the injunction pending appeal with the U.S.
District Court.  If the stay is denied by the District Court, bcgi
will immediately appeal that decision to the U.S. Court of Appeals
for the Federal Circuit and seek a stay of the injunction while
the appeal of the judgment is pending.  The request for a stay of
the injunction would ask that bcgi be allowed to continue to serve
carriers during the appeals process.

If left standing, and applied broadly to all of bcgi's customers,
the injunction would prohibit bcgi from providing its prepaid
services to carriers which service millions of individuals -- many
of whom due to income or age would otherwise not have access to
wireless service.  The injunction as granted would cause
irreparable harm to bcgi's business as it applies to approximately
400,000 Cingular Wireless prepaid subscribers currently served by
bcgi's prepaid wireless platform, as well as approximately 2.7
million additional prepaid subscribers of other carriers serviced
by bcgi, representing approximately 70% of bcgi's total revenue as
of June 30, 2005.

             Appeal Process and Appeal Bonds

The defendants will appeal the Court's overall judgment in the
lawsuit to the U.S. Court of Appeals for the Federal Circuit in
Washington, D.C.  The appeal process could last twelve to eighteen
months, or longer.  In order to stay execution of the judgment
pending appeal, the defendants have posted appeal bonds totaling
$141 million in security to cover the original judgment plus 10%.

As of June 30, 2005, based on managements' assessment of the
potential outcomes of the case at that time and in accordance with
FAS 5 and FIN 14, the Company accrued an estimated loss of
$24 million with respect to the Freedom Wireless judgment,
excluding additional legal charges, which are expensed as
incurred.  The Company is in the process of reassessing the
adequacy of this accrual in conjunction with its third quarter
financial results.

                  Prejudgment Interest Award

On Oct. 12, 2005, the United States District Court of
Massachusetts awarded prejudgment interest and costs of
$20.1 million to Freedom Wireless in the patent infringement
lawsuit against Boston Communications Group, Inc., Cingular
Wireless and the other defendants.  The interest is calculated
based on the prime rate, compounded quarterly, from March 1, 1998
through the date of judgment, Sept. 1, 2005.

                  Freedom Wireless Litigation

The non-jury trial on inequitable conduct concluded on July 26,
2005, and the Court has ordered the parties to file findings and
conclusions with the Court on Aug. 15, 2005.  The Company intends
to file motions for judgment as a matter of law and a motion for a
new trial or, in the alternative, a reduction in the damages
awarded by the jury.

If the Court rules in favor of bcgi and its co-defendants in the
non-trial, the patents held by Freedom Wireless would become
unenforceable, a decision that Freedom Wireless may choose to
appeal.

If the Court rules against bcgi and the co-defendants in the non-
jury trial:

   -- the Court could reduce the amount of the $128 million jury
      verdict based on the Company's expected motion for a
      reduction in the damages.  However, the Court could also
      increase the damages, up to three times the award plus
      attorneys' fees.  Interest as well as damages from Jan. 1,
      2005 to the date of the judgment could also be applied to
      the damages award.  The Court could also enter an injunction
      against use of the allegedly infringing technology.  The
      entry of such an injunction could substantially impair
      bcgi's business and its ability to continue to provide its
      prepaid wireless or Real-Time Billing service bureau as
      currently offered in the United States.

   -- the Company expects to appeal the Court's decision to the
      Court of Appeals for the Federal Circuit.  The Company has
      engaged the law firm of Finnegan, Henderson, Farabow,
      Garrett & Dunner, L.L.P to represent the Company in the
      appeal.

   -- the Court may require the Company to provide collateral or
      post a bond to stay execution of the Court's judgment and
      any injunction that the Court may enter, pending resolution
      of the appeal.  The bond required to stay execution of the
      money judgment is ordinarily 110% of the final judgment,
      unless otherwise ordered by the Court.  Depending on the
      amount of the final judgment, this could exceed bcgi's
      ability to pay.  If the Company is unable to provide
      adequate collateral or to post a sufficient bond or is
      enjoined during the appeals process, or if the Company is
      unable to get an adverse judgment reversed and is unable to
      negotiate a commercially acceptable license with Freedom
      Wireless to allow bcgi to continue to provide its products
      and services, then it will not be possible for the Company
      to provide the prepaid wireless or Real-Time Billing service
      bureau as currently offered in the United States.  In that
      event, the Company may not be able to continue its ongoing
      operations or may need to seek protections under Chapter 11
      of the Bankruptcy Code.

Boston Communications Group, Inc. (Nasdaq: BCGI) --
http://www.bcgi.net/-- develops products and services that enable
wireless operators to fully realize the potential of their
networks.  bcgi's access management, billing, payment and network
solutions help operators rapidly deploy and manage innovative
voice and data services for subscribers. Available as licensed
products and fully managed services, bcgi's solutions power
carriers and enable MVNOs with market-leading implementations of
prepaid wireless, postpaid billing, wireless account funding and
m-commerce. bcgi was founded in 1988.


BOYDS COLLECTION: Court Restricts Trading in Claims & Equity
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland entered an
order restricting certain transfers of claims against and equity
security interests in The Boyds Collection, Ltd., on Oct. 18,
2005.

Pending further hearing, which is set to occur on Oct. 31, 2005,
at 10:00 a.m. EST, these transfers of claims are restricted:

     (a) any transfers by parties who currently own, or would own
         as a result of the proposed transfer, equity in the
         Company of 4.5% of total common shares outstanding or
         more; and

     (b) any transfer by parties who currently own, or would own
         as a result of the proposed transfer, claims against the
         Debtors with an aggregate principal amount of $3,000,000
         or more.

Any Restricted Transfers that occur prior to the hearing on
Oct. 31, 2005, are prohibited and will be void.

                     First Day Motions

The Court approved Boyds and its debtor-affiliates' certain first
day motions that are intended to support the Debtors' employees
and provide other forms of operational and financial stability as
Boyds proceeds with its reorganization.

Headquartered in McSherrystown, Pa., The Boyds Collection, Ltd. --
http://www.boydsstuff.com/-- designs and manufactures unique,
whimsical and "Folksy with Attitude(SM)" gifts and collectibles,
known for their high quality and affordable pricing.  The Company
filed for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead
Case No. 05-43793).  Matthew A. Prohac Cantor, Esq., at Kirkland
Ellis LLP, represents the Debtors in their restructuring efforts.
As of June 30, 2005, Boyds reported $66.9 million in total assets
and $101.7 million in total debts.


BROOKFIELD PROPERTIES: Completes Acquisition of O&Y Entities
------------------------------------------------------------
The acquisition of Brookfield Properties Corporation
(BPO:NYSE,TSX) and its Canadian-based subsidiary, BPO Properties
Ltd. (BPP:TSX) of O&Y Properties Corporation (OYP:TSX), O&Y Real
Estate Investment Trust (OYR.UN:TSX) is completed following the
satisfaction of all of the conditions of the take-over bid for
limited voting units of O&Y REIT made by a newly formed company
owned by the "Brookfield Consortium," which consists of BPO
Properties, CPP Investment Board and Arca Investments Inc., have
been satisfied or waived.

Under the take-over bid, Newco offered to acquire all of the
outstanding limited voting units of O&Y REIT for C$16.25 cash per
limited voting unit.

                      Conditions Satisfied

The Offer was conditional, among other things, on more than 50% of
the issued and outstanding limited voting units of O&Y REIT, other
than those owned by O&Y Properties, being tendered to the Offer.
An aggregate of 30,327,053 limited voting units were validly
deposited under the Offer, representing 86.6% of the outstanding
limited voting units other than those owned by O&Y Properties.

The Offer was also conditional on the satisfaction of all of the
conditions to the arrangement involving O&Y Properties and the
Brookfield Consortium, pursuant to which Newco proposed to acquire
all of the issued and outstanding common shares of O&Y Properties
for C$12.72 per share.  Shareholders of O&Y Properties voted 99.9%
in favour of this Arrangement on October 7, 2005, and the
Arrangement was approved by the Ontario Supreme Court on October
11, 2005.

             Completion of the Arrangement and Offer

Closing of the O&Y Properties Arrangement and the take-up of O&Y
REIT limited voting units tendered to the Offer is anticipated to
occur on October 21, 2005.  The Brookfield Consortium intends to
carry out a subsequent acquisition transaction in respect to O&Y
REIT whereby all issued and outstanding limited voting units will
be redeemed for C$16.25 per unit in cash, and expects that this
subsequent acquisition transaction will be completed before the
end of December.

                      About O&Y Properties

O&Y Properties Corporation is a Canadian commercial real estate
company that is focused on the ownership, management and
development of high-quality office buildings. Directly, and
indirectly through its significant interest in O&Y REIT, O&Y
Properties owns a portfolio of 24 multi-tenant and government
office properties totaling approximately 9.3 million square feet
in five Canadian markets, including the 2.7 million square foot
Class AAA 72-storey First Canadian Place office complex in
downtown Toronto. In addition, through O&Y REIT's subsidiary, O&Y
Enterprise, the company is a leading third-party real estate
services provider, specializing in property management and leasing
services.

             About O&Y Real Estate Investment Trust

O&Y Real Estate Investment Trust is a closed-end real estate
investment trust created to invest in quality office buildings in
major markets across Canada.  O&Y REIT is a focused office REIT.
It owns a national portfolio of 23 high-quality Class A and Class
B multi-tenant and government office buildings across Canada
totaling 6.7 million square feet and an indirect interest in First
Canadian Place, a 2.7 million square foot Class AAA, 72-storey
office complex in downtown Toronto.  In addition, it owns O&Y
Enterprise, one of Canada's leading third party real estate
services providers, specializing in property management and
leasing services.  O&Y REIT has one class of trust units
outstanding, which are designated as "Limited Voting Units."

                      About BPO Properties

BPO Properties, Ltd., -- http://www.bpoproperties.com/-- 89%
owned by Brookfield Properties, is a Canadian company that invests
in real estate, focusing on the ownership and value enhancement of
premier office properties.  The current property portfolio is
comprised of interests in 17 commercial properties and development
sites totaling 14 million square feet, including landmark
properties such as the Exchange Tower, home of the Toronto Stock
Exchange and Bankers Hall in Calgary.  BPO Properties' common
shares trade on the TSX under the symbol BPP.

                   About Brookfield Properties

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

                         *     *     *

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

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


BULL RUN: Can Borrow Up to $61.9-Mil Under Bank Credit Facility
---------------------------------------------------------------
Bull Run Corporation and these lenders:

   * Wachovia Bank, National Association, as Administrative Agent;
   * Deutsche Bank Trust Company Americas
   * Bank Of America, N.A.
   * Bank One, N.A., and
   * Fifth Third Bank.

amended the Company's bank credit facility to, among other things,
extend the facility's maturity date from November 30, 2005, to
November 15, 2006, and increase the borrowing capacity under the
facility by $3 million to approximately $61.9 million.

As amended, the Company's bank credit agreement provides for:

   (1) two term loans for borrowings totaling approximately
       $35.9 million; and

   (2) two revolving loan commitments for aggregate maximum
       borrowings of $26 million.

The agreement requires payments of principal on the Term Loans in
the amount of $2.5 million on each of:

   -- February 28, 2006,
   -- May 31, 2006,
   -- August 31, 2006, and
   -- October 15, 2006.

The Company anticipates that, if the debt is not repaid or
refinanced prior to February 28, 2006, it will likely require its
Chairman of the Board to provide to the Company cash advances in
amounts necessary to meet such principal payment requirements, and
the Chairman has committed to the Company to provide such funding,
as and when necessary.

All remaining amounts outstanding under the Term Loans and the
Revolvers are then due on the November 15, 2006, maturity date.

The amounts outstanding under the Term Loans and Revolvers bear
interest at either the banks' prime rate or the London Interbank
Offered Rate plus 2.75%, payable monthly.  No additional bank
funding for working capital purposes is available under the terms
of the credit agreement beyond the additional $3 million made
available under the amended agreement.  However, the agreement
provides that the Company may retain, for working capital
purposes, up to $15 million in future cash proceeds, if any, from
the issuance of the Company's debt or equity securities.  As of
October 14, 2005, substantially all borrowings under the Term
Loans and Revolvers were subject to the LIBOR-based rate of 6.61%.
The bank credit agreement, as amended, contains certain financial
covenants, including the maintenance of minimum interest coverage
ratios determined quarterly.  Long-term debt is collateralized by
all of the Company's assets.

The Company is presently in compliance with all provisions of the
credit agreement as last amended.

A full-text copy of the First Amendment To Third Amended And
Restated Credit Agreement is available for free at
http://ResearchArchives.com/t/s?263

Based in Atlanta, Georgia, Bull Run Corporation is a sports and
affinity marketing and management company through its sole
operating business, Host Communications, Inc., acquired in
December 1999.  Host's "Collegiate Marketing and Production
Services" business segment provides sports marketing and
production services to a number of collegiate conferences and
universities, and on behalf of the National Collegiate Athletic
Association.  Host's "Association Management Services" business
segment provides various associations with services such as member
communication, recruitment and retention, conference planning,
Internet web site management, marketing and administration.

As of May 31, 2005, Bull Run's equity deficit narrowed to
$55,386,000 from a $56,551,000 deficit at August 31, 2004.


BULL RUN: Inks Merger Pact with Triple Crown & BR Acquisition
-------------------------------------------------------------
Bull Run Corporation executed an Agreement and Plan of Merger with
Triple Crown Media, Inc., and TCM's wholly owned subsidiary, BR
Acquisition Corp. whereby the Company would merge into BR
immediately following the planned spin-off of TCM from Gray
Television, Inc.

TCM has received a long-term financing commitment from bank
lenders that would, among other things, refinance all of the
Company's bank and subordinated indebtedness, in addition to
providing TCM available borrowing capacity.

The Company currently expects that the TCM Merger will occur prior
to February 28, 2006, the date on which initial principal payment
on the Company's $61.9 million term loans becomes due and payable.
The TCM Merger is subject to certain closing conditions, including
regulatory approvals and an affirmative vote of Bull Run's
shareholders.

Based in Atlanta, Georgia, Bull Run Corporation is a sports and
affinity marketing and management company through its sole
operating business, Host Communications, Inc., acquired in
December 1999.  Host's "Collegiate Marketing and Production
Services" business segment provides sports marketing and
production services to a number of collegiate conferences and
universities, and on behalf of the National Collegiate Athletic
Association.  Host's "Association Management Services" business
segment provides various associations with services such as member
communication, recruitment and retention, conference planning,
Internet web site management, marketing and administration.

As of May 31, 2005, Bull Run's equity deficit narrowed to
$55,386,000 from a $56,551,000 deficit at August 31, 2004.


CALIFORNIA STEEL: Incurs $1.1 Million Net Loss in Third Quarter
---------------------------------------------------------------
California Steel Industries, Inc., reported results for the
quarter ended September 30, 2005.  Net sales during the period
decreased 26% to $287.7 million, compared to net sales of
$390.3 million in the third quarter of 2004.  Net tons shipped
decreased 18% and average sales prices decreased 11% compared to
third quarter 2004, while average slab consumption costs increased
16%.

A resulting net loss of $1.1 million for the quarter is lower than
third quarter 2004's net income of $46.1 million, attributed
primarily to the above listed factors and to higher energy costs.

Prices for electricity and for natural gas ran 16% and 34% higher,
respectively, over third quarter 2004.  Although electricity rates
typically run slightly higher during the summer months, prices in
third quarter 2005 rose 48% over second quarter 2005, while
natural gas was up 8%.

EBITDA for the quarter was $6.7 million, compared with 2004's
third quarter results of $87.1 million, and $26.1 million in
second quarter 2005.

"Third quarter, usually our busiest time of year, was a difficult
one for the steel industry.  Lower sales volume and falling prices
reflect a market that we believe reached its low point during this
challenging year," said Masakazu Kurushima, President and CEO.
"However, demand for our products, as well as sales prices, has
increased, and we believe that fourth quarter financial results
will improve," he continued.

The balance under the Company's Revolving Credit Agreement was
zero as of September 30, 2005, with availability of $108.0 million
and a cash balance of $33.5 million. During third quarter 2005,
CSI made its semi-annual bond interest payment of $4.6 million, on
September 30.  CSI also paid dividends to its shareholders of
$15.9 million, representing the payment due from first semester
2005 net income.  Additional cash outlay of $19.4 million was made
as the Company exercised an early buyout option of a lease held on
the equipment of its #2 continuous galvanizing line.

California Steel Industries, Inc., headquartered in Fontana,
California, produces and markets a wide range of flat rolled steel
products and electric resistance welded pipe to western US
customers.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service upgraded its ratings for California
Steel Industries, Inc., raising the rating on its senior unsecured
notes to Ba2 from Ba3.

These ratings were upgraded:

   * $150 million of 6.125% senior notes, due 2014 -- to Ba2
     from Ba3,

   * senior implied rating -- to Ba2 from Ba3,

   * senior unsecured issuer rating -- to Ba2 from Ba3.

As reported in the Troubled Company Reporter on Mar. 11, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Fontana, California-based California Steel Industries Inc.'s
$150 million senior notes due 2014, series B.  At the same time,
Standard & Poor's affirmed all its existing ratings, including the
'BB-/Stable/--' corporate credit rating on CSI.  Proceeds from the
proposed notes issue will be used to refinance the company's
$150 million 8.5% senior notes due 2009.


CAPE SYSTEMS: Tackles Material Weaknesses in Controls & Procedures
------------------------------------------------------------------
Cape Systems Group, Inc., filed an amendment to its quarterly
report for the period ended March 31, 2005, to the Securities and
Exchange Commission on Oct. 7, 2005.

The amended quarterly report incorporates information regarding
the procedures management has taken to address significant
deficiencies and material weaknesses discovered during the
preparation of the Company's Form 10-QSB for the quarter ended
March 31, 2005.

Management discovered that the Company had failed to timely
consider the beneficial conversation charges resulting from
modification of the terms of its convertible debt instruments in
January 2005.

To address this weakness, the Company now requires the Controller
to review the terms of all outstanding convertible debt
instruments upon the issuance of new convertible debt instruments
that may result in a beneficial conversion charge to the
outstanding convertible debt.

                  Note Payable Default

As of June 30, 2005, Cape Systems has $1,227,500 of current
liabilities consisting of past due notes payable to Renaissance
Software, Inc.  The Company issued approximately $1,500,000 in
promissory notes, bearing interest at 8%, in connection with the
purchase of Renaissance Software, Inc., in fiscal 2000, originally
due on June 30, 2001.

On Aug. 9, 2001, the Cape Systems renegotiated the terms of these
notes and, in return for 147,000 shares of stock, $250,000 of the
notes became payable on Aug. 15, 2001, and the remaining balance,
plus accrued interest from June 30, 2001, was due on Sept. 30,
2001.

The Company paid the Aug. 2001 installment but has failed to pay
the remaining past due balance as of Dec. 10, 2004.

Cape Systems is also party to a number of claims, which have been
previously disclosed by the Company, and claims by vendors,
landlords and other service providers seeking payment of balances
owed.  Management has indicated that the claims could lead to
involuntary bankruptcy proceedings.

                 March 31, 2005 Results

In its Form 10-QSB/A for the quarter ended March 31, 2005, the
Company reports a $2,201,072 net loss compared to $186,634 net
loss for the same period in 2004.  The Company's balance sheet
showed $3,694,552 of assets at March 31, 2005, and liabilities
totaling $27,061,179.

                    Going Concern Doubt

WithumSmith+Brown PC expressed substantial doubt about Cape
Systems' ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
Dec. 31, 2004.  The auditors point to the Company's:

     -- working capital deficit and stockholder's deficit,

     -- recurring losses,

     -- historic rate of cash consumption,

     -- uncertainty arising from its default on one of its notes
        payable,

     -- uncertainty of its liquidity-related initiatives, and

     -- reasonable possibility of on-going negative impacts on its
        operations from the overall economic environment.

                      About Cape Systems

Cape Systems Group, Inc., provides supply chain management
technologies, including enterprise software systems and
applications, and software integration solutions, that enable its
customers to manage their order, inventory and warehouse
management needs, consultative services, and software and hardware
service and maintenance.  The Company serves its clients through
two general product and service lines:

      1) enterprise solutions; and

      2) service and maintenance for its products and services,
         including service and maintenance of software and
         hardware it resells for third parties.


CHAMPION ENTERPRISES: Earns $14.3 Mil. of Net Income in 3rd Qtr.
----------------------------------------------------------------
Champion Enterprises, Inc. (NYSE: CHB) reported results for the
third quarter ended Oct. 1, 2005.

Revenues for the third quarter of 2005 increased 21% to
$335.7 million, compared to $276.9 million for the third quarter
of 2004.  Third quarter 2005 income from continuing operations
increased 43 percent to $15.2 million, compared to $10.6 million,
in the prior year period.  Net income for the third quarter of
2005 was $14.3 million, compared to $10 million for the same
period last year.  Pre-tax income in the third quarter of 2004 was
reduced by a $2.3 million non-cash charge to value the Company's
then outstanding common stock warrant.

                  Operating Highlights

   -- Manufacturing net sales increased 15 percent to
      $310.2 million from $269.5 million in the third quarter of
      2004.

   -- Champion's average selling price increased 11 percent as the
      Company continues to successfully pass through higher raw
      material and transportation costs and achieve a more
      favorable mix.

   -- Manufacturing segment income for the quarter climbed 22
      percent to $27 million from $22.1 million in the third
      quarter of 2004.

   -- The Company reported manufacturing margins of 8.7 percent
      compared to 8.2 percent in the third quarter of 2004 and 8.5
      percent in the second quarter of 2005, representing its
      tenth consecutive quarter of year-over-year improving
      margins and the segment's highest quarterly margin since
      1998.

   -- Revenues from the sale of modular homes totaled
      $72.3 million, an increase of 47 percent compared to last
      year's third quarter, partially driven by the New Era
      acquisition, and represented approximately 23 percent of
      manufacturing revenues.

   -- Excluding the previously announced Federal Emergency
      Management Agency (FEMA) order, Champion's backlog increased
      47 percent to $170 million at the end of the third quarter
      of 2005 compared to $116 million at the end of the third
      quarter of 2004 and $91 million at the end of the second
      quarter of 2005. Including the FEMA order, total backlog was
      $228 million at the end of the third quarter. Approximately
      $14 million of this increase is a result of the New Era
      acquisition.

   -- The Company's California-based retail segment sales were
      $36.8 million compared to $34.3 million for the third
      quarter of 2004.

   -- Retail segment income grew 8 percent to $2.2 million.

"The third quarter was marked by continued progress toward
attaining our goals of improved margins and modular growth," said
William Griffiths, president and chief executive officer.  "Our
lean manufacturing initiative is continuing to progress, and our
pricing power remains strong in key markets."

Mr. Griffiths concluded, "We are also enthusiastic about
completing the debt refinancing.  Together with our strong cash
generation and cash position, the new credit facility will provide
added flexibility for purposes of growing and managing our
business."

Headquartered in Auburn Hills, Mich., Champion Enterprises, Inc.
-- http://www.championhomes.net/-- is the manufactured housing
industry's leading producer, with 2004 revenues of $1.15 billion.
Today, Champion operates 32 homebuilding manufacturing facilities
in North America and partners with nearly 3,000 independent
retailers, builders and developers.

                        *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Moody's Investors Services affirmed the ratings of Champion
Enterprises, Inc. and changed the outlook to stable from negative
to reflect the company's reduced debt balances, improvement in
cash flows and margins, and recent sales growth.  The speculative
grade liquidity rating of SGL-2 has also been affirmed and
indicates expected good liquidity for the coming 12 month period.

Moody's affirmed these ratings for:

   Champion Enterprises, Inc.:

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

      * Senior unsecured issuer rating, rated B3;

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

      * Senior Implied, rated B1;

      * Speculative Grade Liquidity Rating, rated SGL-2.

   Champion Home Builders Co.:

      * $98 million 11.25% senior notes, due 2007, rated B2.

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


CHEMTURA CORP: Rescinds Resolution of Calif. & Conn. Class Suits
----------------------------------------------------------------
Chemtura Corporation (NYSE:CEM) has rescinded those parts of a
Global Settlement Agreement covering rubber chemicals and EPDM
that were intended to resolve consolidated direct purchaser class
action lawsuits pending in the United States District Courts in
the Northern District of California and the District of
Connecticut.

As reported last January, the Company reserved the right to
rescind all or part of the Global Settlement Agreement based on
the number of members of the applicable classes who exercised
their opt out rights.  As a result of opt outs in rubber chemicals
and EPDM, the Company is currently negotiating settlements
directly with the largest claimants in those actions.  Chemtura
does not intend to adjust the reserves previously established with
respect to these lawsuits at this time.

Under the Global Settlement Agreement, Chemtura agreed to pay a
total of $97 million, consisting of $62 million with respect to
rubber chemicals, $30 million with respect to EPDM and $5 million
with respect to nitrile rubber.  The nitrile rubber portion of the
Global Settlement Agreement has been approved by the United States
District Court for the Western District of Pennsylvania.

The Company has also reached agreements with class claimants in
Canada covering direct and indirect purchasers of EPDM for
approximately USD $3.9 million and is working toward a resolution
of similar claims with respect to rubber chemicals, urethanes and
urethane chemicals.  These Agreements will be subject to court
approval and notice to class members, with opt out options for
potential class members and a recovery by the Company of a portion
of the settlement funds with respect to members of the classes who
choose to opt out of the settlements.

Chemtura said it cannot predict the outcome of these class
actions.  It will continue to seek cost-effective resolutions of
these claims and others pending or hereafter asserted against
Chemtura or any of its subsidiaries; however, the resolution of
such claims could have a material adverse effect on the Company's
financial condition, results of operations and prospects.

Chemtura Corporation -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  Headquartered in
Middlebury, Connecticut, the company has approximately 7,300
employees around the world.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed the ratings of Chemtura
Corporation (Chemtura -- Corporate Family Rating of Ba1) and
changed the outlook on the company's ratings to negative from
stable.

Ratings affirmed:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Notes due 2012, $375 million -- Ba1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- Ba1

   * Senior Unsecured Notes, $260 million due 2023 and 2026 -- Ba1

   * Senior Unsecured Notes, $10 million due 2006 -- Ba1

   * Senior Unsecured Notes, $400 million due 2009 -- Ba1

As reported in the Troubled Company Reporter on July 7, 2005,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.
(fka Crompton Corp.).  The ratings are removed from CreditWatch
with positive implications, where they were placed on March 9,
2005.  The outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's
recently completed acquisition of Great Lakes Chemical Corp. for
approximately $1.6 billion in common stock, plus the assumption of
debt.  The upgrades reflect an immediate strengthening of
Chemtura's business mix and cash flow protection and debt leverage
measures as a result of the equity-financed acquisition of a much
higher-rated company.


COLLINS & AIKMAN: Closing Mfg. Facility in Westland, Michigan
-------------------------------------------------------------
Collins & Aikman Corporation (CKCRQ) intends to close its
Westland, Michigan manufacturing facility during the first quarter
of 2006.  The Westland facility currently has approximately 250
employees who manufacture interior products, which include
injection molded hard trim and headliners, for a variety
customers.  The Company intends to consolidate the plant
operations into existing Collins & Aikman facilities, including
other operations in Michigan.

"We have had to make adjustments to our manufacturing footprint in
order to become consistent with our sales and production levels,"
said Frank Macher, Collins & Aikman's President and CEO.  Further
consolidation is expected as the Company evaluates its operations
and implements a number of cost reduction and efficiency
improvement initiatives aimed at creating a viable entity that
could successfully emerge from bankruptcy.

Company officials met late last week with employees, customers and
union officials to announce the planned closure.

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


COMPANHIA PETROLIFERA: Moody's Lifts Notes' Rating to Baa3 from B1
------------------------------------------------------------------
Moody's Investors Service upgraded the foreign currency rating of
Companhia Petrolifera Marlim's senior secured medium-term notes to
Baa3 from B1.  The rating outlook is stable.

The rating upgrade was prompted by Moody's upgrade of Brazil's
long-term foreign currency ceiling for bonds and notes to Ba3 from
B1.

Companhia Petrolifera Marlim is a limited liability corporation
headquartered in the city of Macae, State of Rio de Janeiro,
Brazil.


COMPOSITE TECHNOLOGY: Settles American China's $10 Million Claim
----------------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
disclosed the settlement of a $10,000,000 claim asserted by
America China Technology Systems LLC together with the $192,600
claim by Ronald Morris.  The settlement agreement will be filed
with the court and is subject to the approval of the U.S.
Bankruptcy Court for the Central District of California.

The settlement provides for the payment of a 3% commission on net
revenues of core sales to the Jiangsu Far East Group Company and
0.5% commission on net revenues of core sales to other Chinese
entities, in each case for ACCC destined for use in China.  These
commissions are payable for a period of five years from the first
sale.  As an advance on the payment of these commissions the
Company agreed to issue 200,000 shares of the Company's common
stock on the effective date of the Company's Chapter 11 plan
pursuant to Bankruptcy Code Section 1145.

Benton H. Wilcoxon, the Company's Chairman and CEO stated:
"settlement of the ACTS Claims provides the Company with certainty
regarding the bankruptcy claims that must be paid in cash and will
facilitate reorganization of the Company and approval of its
Chapter 11 Plan of Reorganization."

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- provides high
performance advanced composite core conductor cables for electric
transmission and distribution lines.   The proprietary new ACCC
cable transmits two times more power than comparably sized
conventional cables in use today.  ACCC can solve high-temperature
line sag problems, can create energy savings through less line
losses, and can easily be retrofitted on existing towers to
upgrade energy throughput.  ACCC cables allow transmission owners,
utility companies, and power producers to easily replace
transmission lines without modification to the towers using
standard installation techniques and equipment, thereby avoiding
the deployment of new towers and establishment of new rights-of-
way that are costly, time consuming, controversial and may impact
the environment.  The Company filed for chapter 11 protection on
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.
Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the
Debtor in its restructuring efforts.  As of March 31, 2005, the
Debtors reported $13,440,720 in total assets and $13,645,199 in
total liabilities.


CONSTELLATION BRANDS: Offers to Acquire Vincor for C$1 Billion
--------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) is commencing a
cash takeover bid for all of the outstanding common shares of
Vincor International Inc. (TSX: VN) for C$31.00 (US$26.45) per
share.  Public records show there are 33,508,000 Vincor shares
outstanding.  At C$31 per share, that translates to a purchase
price just over C$1 billion or US$886 million.

"We are convinced that our C$31 per share cash offer is fully
priced based on the information available to us, and is the best
alternative for Vincor's shareholders, in terms of both value and
certainty," said Richard Sands, Constellation Brands chairman and
chief executive officer.  "Our offer represents a 39 percent
premium to Vincor's closing share price on Sept. 8, 2005, the day
before we first proposed to acquire Vincor in a negotiated
transaction.  It provides substantial value to Vincor shareholders
at a level well beyond what we believe Vincor could achieve on its
own in the increasingly competitive global wine industry."

"Vincor's management and board of directors have rejected our
efforts to complete a negotiated transaction." Mr. Sands added,
"If an auction process exists, as Vincor announced, we have been
excluded from it.  If Vincor has provided information to any other
parties, we are entitled to the same information as any other
bidder.  By making this offer, we are ensuring Vincor's
shareholders have the right to choose an opportunity to realize
superior, immediate and certain value for their shares."

"We believe Constellation is the best buyer for Vincor and that it
is in the best interests of Vincor's shareholders, employees,
suppliers and customers to consummate a transaction as soon as
possible to limit any degradation of the business that may be
caused by management prolonging this period of uncertainty,"
stated Sands.

Constellation's offer has been unanimously approved by its Board
of Directors.  Constellation's offer is not conditional on
financing or the completion of due diligence.  The Company has
received commitments for an all-debt financing that is sufficient
to consummate the transaction.

Constellation expects the offer to commence on Thurs., Oct. 20,
2005, and it is scheduled to expire at 5:00 p.m. Toronto time on
Mon., Nov. 28, 2005, unless extended.  The offer contains certain
conditions that are customary to transactions of this nature,
including the valid tender, and non-withdrawal, of at least
66-2/3% of Vincor's common shares and receipt of required
regulatory consents and approvals.

Citigroup Global Markets Inc. is Constellation's financial advisor
for the offer.  Osler, Hoskin & Harcourt LLP, Wachtell, Lipton,
Rosen & Katz and Nixon Peabody LLP are the Company's legal
counsel.  The information agent for the offer is Innisfree M&A
Incorporated which may be contacted toll-free at 1-877-825-8772
(English speakers) or 1-877-825-8777 (French speakers).  (Banks
and brokers may call collect at 212-750-5833).

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

                         *     *     *

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

Ratings placed on review for possible downgrade:

   * Ba2 corporate family rating formerly senior implied rating)

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

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

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

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

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

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

Rating lowered:

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

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


CONTINENTAL AIRLINES: Earns $61 Million of Net Income in 3rd Qtr.
-----------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported third quarter 2005 net
income of $61 million, including a $3 million net special charge.
Excluding the net special charge, Continental recorded net income
of $64 million.

Operating income of $109 million for the third quarter 2005 was an
$87 million improvement over the third quarter 2004, primarily due
to significant revenue improvements and savings from pay and
benefit reductions.

The record high cost of jet fuel continues to adversely affect the
company's financial results.  In the third quarter, Continental's
mainline fuel expense totaled $684 million, up 65.2 percent over
the same period last year.  Fuel expense is now Continental's
single largest expense item.  In the week following Hurricane
Rita, the price per barrel of Gulf Coast jet fuel increased nearly
$32, closing at a then-record $124.36 per barrel on Sept. 28.

Hurricanes Katrina and Rita adversely impacted Continental's
operations.  Rita forced the carrier to suspend service for 36
hours at its largest hub, Houston's Bush Intercontinental Airport,
costing the company an estimated $25 million in the third quarter.

"My co-workers did an incredible job to overcome tremendous
challenges posed by Hurricanes Katrina and Rita," said Larry
Kellner, chairman and chief executive officer.  "Continental
continues to grow and outdistance its competitors because of my
co-workers' economic sacrifices, teamwork and tireless
dedication."

                      Mediation Talks

During the quarter, Continental began mediation with its flight
attendants in an effort to reach an agreement for pay and benefit
reductions and work rule changes.  In addition, the company's
field service employees rejected representation sought by the
Transport Workers Union of America.

               Third Quarter Financial Results

Continental ended the third quarter with $1.92 billion in
unrestricted cash and short-term investments.  Although revenue
trends have been improving, the company still expects to incur a
significant loss in the fourth quarter and for the full year 2005.

In July, Continental contributed $40 million cash to its defined
benefit pension plans.  The company subsequently contributed an
additional $84 million cash to its plans ($19 million in September
and $65 million in October), bringing its year-to-date pension
contributions to $304 million and meeting its pension contribution
requirements for 2005.

Taking into consideration the expected fourth quarter loss,
$356 million of debt and capital lease principal payments due in
the fourth quarter of 2005 and the $65 million cash pension
contribution Continental made in October 2005, the company
currently expects that its unrestricted cash and short-term
investments balance as of Dec. 31, 2005, will be approximately
$1.4 billion, not including any fourth quarter capital market
transactions or other financings, except for previously announced
aircraft financing transactions.

Continental also believes that under current conditions, absent
adverse factors outside of its control, such as additional
terrorist attacks, hostilities involving the United States, a
further delay in the restart of the Gulf Coast refineries or
further significant increases in crude oil prices, its existing
liquidity and projected 2006 cash flows will be sufficient to fund
current operations and other financial obligations through 2006.

During the third quarter, Continental ordered two additional new
Boeing 777-200ER widebody airplanes, with backstop financing
provided by The Boeing Company.  The aircraft are scheduled for
delivery during the first quarter of 2007 and will serve the most
profitable segment of today's aviation market -- long-haul
international routes.

Continental took delivery of four new Boeing 737-800s and three
used Boeing 757-300s during the third quarter and expects to take
delivery of three new Boeing 737-800s and three used Boeing 757-
300s during the remainder of the year.

Continental recorded a net special charge of $3 million in the
third quarter, consisting of an $18 million non-cash settlement
charge related to lump-sum distributions from the frozen pilot
defined benefit pension plan, and a $15 million reversal of
previously recorded expense related to permanently grounded
aircraft following negotiated settlements with the aircraft
lessors in an improving aircraft market.

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

                        *     *     *

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


CONTINENTAL AIRLINES: Prices Public Offering of 18 Million Shares
-----------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) disclosed the pricing of a
public offering of 18 million shares of its Class B Common Stock
at a price to the public of $11.35 per share.  Continental has
granted the underwriter a 30-day option to purchase an additional
2.7 million shares of common stock to cover over-allotments, if
any.  Continental expects the issuance and delivery of the shares
to occur on Oct. 24, 2005.

UBS Investment Bank is acting as sole underwriter for the
offering.  When available, copies of the prospectus supplement and
prospectus relating to the offering may be obtained from UBS
Investment Bank, 299 Park Ave., New York, New York 10171.

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

                        *     *     *

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


CREDIT SUISSE: S&P Assigns Low-B Rating to Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities Corp.'s
$2.9 billion commercial mortgage pass-through certificates series
2005-C5.

The preliminary ratings are based on information as of
Oct. 18, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-AB, A-4, A-1-A, A-M, A-J, B, C, and D are currently being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool -- not including the coop
loans -- has a debt service coverage of 1.46x, a beginning LTV
of 96.0%, and an ending LTV of 85.4%.  The residential cooperative
portion of the pool -- 3.6% of the pool balance -- has a DSC
of 7.69x, a beginning LTV of 24.7%, and an ending LTV of 21.1%.
Overall, the collateral pool has a DSC of 1.68x, a beginning LTV
of 93.4%, and an ending LTV of 83.1%.

                Preliminary Ratings Assigned
     Credit Suisse First Boston Mortgage Securities Corp.

                                                   Recommended
     Class     Rating       Amount ($)          credit support (%)
     -----     ------       ----------          ------------------
     A-1       AAA          82,000,000                 30.000
     A-2       AAA         122,000,000                 30.000
     A-3       AAA         181,000,000                 30.000
     A-AB      AAA         104,155,000                 30.000
     A-4       AAA       1,001,000,000                 30.000
     A-1-A     AAA         545,372,000                 30.000
     A-M       AAA         290,790,000                 20.000
     A-J       AAA         225,362,000                 12.250
     B         AA           72,697,000                  9.750
     C         A+           39,984,000                  8.375
     D         A            29,079,000                  7.375
     E         A-           36,349,000                  6.125
     F         BBB+         21,809,000                  5.375
     G         BBB          32,714,000                  4.250
     H         BBB-         32,714,000                  3.125
     J         BB+           7,269,000                  2.875
     K          BB           14,540,000                  2.375
     L         BB-          10,904,000                  2.000
     M         B+            3,635,000                  1.875
     N         B             7,270,000                  1.625
     O         B-           10,905,000                  1.250
     P         N.R.         36,348,813                    N/A
     A-X*      AAA       2,907,896,813                    N/A
     A-SP*     AAA                 TBD                    N/A
     A-YSS*    AAA         105,033,854                    N/A

           * Interest-only class with a notional dollar amount.
             N.R. -- Not rated.
             N/A  -- Not applicable.
             TBD  -- To be determined.


CROWN HOLDINGS: Launches Tender Offers for Subsidiary's Notes
-------------------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK) commenced concurrent tender
offers for any and all of the outstanding notes of Crown European
Holdings SA, a subsidiary of the Company, and consent
solicitations to amend the terms of the related indentures.

The tender offers and consent solicitations are part of the
Company's plan to refinance its senior secured credit facilities
and the Notes using proceeds from the recent sale of the Company's
plastic closures business together with borrowings under new
senior secured credit facilities and the issuance of new unsecured
notes.  The purpose of the refinancing plan is to increase
operational and financial flexibility and reduce interest expense.

The Notes subject to the tender offers are:

    Principal Outstanding/Note Series                 Cusip/ISIN Nos.
    ---------------------------------             ----------------------
    $1,085,000,000 9.5% Second Priority
     Senior Secured Notes due March 1, 2011       228344AA5/US228344A59;
                                                  228344AC1/US228344AC16;
                                                  F2398RAA8/USF2398RAA89

    euro 285,000,000 10.25% Second Priority       16000P9B6/XS0163227258;
     Senior Secured Notes due March 1, 2011       16000P9C6/XS0163227415;
                                                  F2398JAB4/XS0176411584

    $725,000,000 10.875% Third Priority
     Senior Secured Notes due March 1, 2013       228344AD9/US228344AD98

The consent solicitations will seek consents from the holders of
the Notes to eliminate substantially all of the restrictive
covenants, reporting requirements and certain events of default
from the indentures governing the Notes and release the collateral
securing the Notes.  A valid tender of Notes is deemed to
constitute such a consent and a consent may not be delivered
without a tender of Notes.

The tender offers and consent solicitations are being made
pursuant to the terms and conditions set forth in the Company's
Offer to Purchase and Consent Solicitation Statement dated
Oct. 18, 2005, and the related Letter of Transmittal, which more
fully set forth the terms and conditions thereof. The tender
offers will expire at 5:00 p.m., New York City time, on Nov. 16,
2005, unless extended.  No tender will be valid if submitted after
the Expiration Time.

The purchase price (calculated as described in the Statement) to
be paid for each $1,000 principal amount or euro 1,000 principal
amount, as applicable, of the applicable Notes purchased in a
tender offer will be an amount in cash equal to:

     (1) the sum of the present value on the early settlement date
         of:

           (i) the earliest redemption price for such Notes and

          (ii) the interest that would accrue from the last
               interest payment date and that would be payable on
               each interest payment date occurring on and prior
               to the earliest redemption date for such Notes, in
               each case, determined on the basis of a yield to
               the earliest redemption date equal to the sum of:

               (a) the bid-side yield on the applicable reference
                   security, plus

               (b) 50 basis points, minus accrued and unpaid
                   interest from the last interest payment date
                   to, but not including, the early settlement
                   date (rounded to the nearest cent), minus

     (2) an amount equal to the Consent Payment.

The Reference Yield will be calculated in accordance with standard
market practice as of 2:00 p.m., New York City time, on Oct. 31,
2005, unless extended, as displayed on the applicable page of the
Bloomberg Government Pricing Monitor or any recognized quotation
source.

                        Earliest     Earliest
                       Redemption   Redemption
Bloomberg
    Title of Security     Date         Price    Reference Security      Page
    ------------------ ----------   ---------- --------------------   ------
---
    Dollar denominated   March 1,   $1,047.50  3.375% U.S. Treasury      PX4
     9-1/2%                2007                 Note due February 28,
      Second Priority                           2007
       Senior Secured
       Notes due 2011

    Euro denominated     March 1, euro 1,051.25  4.0% OBL #139 due       OBL
     10-1/4%               2007                  February 16, 2007
      Second Priority
       Senior Secured
       Notes due 2011

    10-7/8% Third        March 1,   $1,054.38  3.375% U.S. Treasury      PX5
     Priority             2008                  Note due February 15,
      Senior Secured                            2008
       Notes due 2013

Holders who validly tender and do not validly withdraw their Notes
before 5:00 p.m., New York City time, on Oct. 31, 2005, unless
extended, will be entitled to receive the Purchase Price described
above and a consent payment of $20.00 per $1,000 principal amount
or euro 20.00 per euro 1,000 principal amount, as applicable, of
Notes.  The Purchase Price and the Consent Payment are expected to
be paid on or promptly after the Consent Payment Deadline and
following the satisfaction of the conditions to the offers
described below, including the consummation of the Company's
refinancing plan, although the Company reserves the right, in its
sole discretion, to extend or forgo the Early Settlement Date.

Holders who validly tender their Notes after the Consent Payment
Deadline will receive only the Purchase Price, which does not
include the Consent Payment, payable promptly after the Expiration
Time.  In each case, Holders whose Notes are accepted for payment
in the offers will also receive accrued and unpaid interest in
respect of such purchased Notes from the last interest payment
date up to, but not including, the Early Settlement Date or the
Final Settlement Date, whichever Settlement Date is applicable.

Each tender offer is subject to the satisfaction or waiver of
various conditions, including the receipt of consents from holders
of at least 66-2/3% of the aggregate principal amount of the
applicable Notes, the execution of a supplemental indenture
amending the applicable indenture, the entry into new senior
credit facilities and the issuance of new senior unsecured notes
on terms satisfactory to the Company as part of the Company's
refinancing plan, the consummation of the other tender offer and
other customary conditions.  The Company may amend, extend or
terminate each tender offer and consent solicitation in its sole
discretion.

None of the Company, the dealer managers or the information agent
makes any recommendations as to whether or not holders should
tender their Notes pursuant to the tender offers or consent to the
proposed amendments to the Notes and the related indentures, and
no one has been authorized by any of them to make such
recommendations.  Holders must make their own decisions as to
whether to consent to the proposed amendments to the Notes and the
related indentures and to tender Notes, and, if so, the principal
amount of Notes to tender.

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.


CROWN HOLDINGS: Earns $78 Million of Net Income in Third Quarter
----------------------------------------------------------------
Crown Holdings, Inc. (NYSE: CCK), reported its financial results
for the third quarter and nine months ended September 30, 2005.
Amounts related to the Company's plastic closures business have
been reclassified to discontinued operations as a result of the
October 2005 sale of that business.

                      Third Quarter Results

Net sales in the third quarter rose to $1,928 million, a 5.6%
increase over the $1,826 million in the 2004 third quarter.
Americas Division's net sales improved 4.5% to $769 million, the
European Division's net sales grew 5.9% to $1,052 million and the
Asia Division's net sales increased 10.3% to $107 million.

Gross profit in the 2005 third quarter grew 8.8% to $272 million
over the $250 million in last year's third quarter.  As a
percentage of net sales, gross profit expanded to 14.1% in the
third quarter compared to 13.7% in the same quarter last year.
The improvements reflect increased efficiencies and productivity
throughout the Company partially offset by weaker foreign
currencies.

Segment income -- defined by the Company as gross profit less
selling and administrative expense and provision for restructuring
-- grew to $181 million in the third quarter, up 5.2% over the
$172 million in the 2004 third quarter.  Segment income as a
percentage to net sales was 9.4% in the third quarters of both
2005 and 2004.  A reconciliation from gross profit to segment
income is provided as a note to the attached unaudited
Consolidated Statements of Operations.

Commenting on the quarter, John W. Conway, Chairman and Chief
Executive Officer, stated, "We are pleased with the third quarter
operating results.  Continued benefits from operating improvements
and resulting productivity gains enabled us to achieve an expanded
gross margin.  In our global business portfolio, overall volumes
were in line with general market conditions."

"The Company is on track to achieve its operating and financial
targets for the year which include increasing segment income,
expanding margins and generating significant free cash flow," Mr.
Conway said.  "Looking ahead, we remain excited about the
opportunities presented by our customers' international growth
plans as well as the growing interest in our can shaping and easy
open end technologies."

Interest expense in the third quarter was $94 million compared to
$91 million in last year's third quarter.  The increase reflects
the impact of higher average interest rates partially offset by
lower average debt outstanding.

During the third quarter, the Company recorded a net charge of
$4 million, or $0.02 per diluted share, reflecting a $17 million
net loss on the disposal of the plastic closures business and a
net loss of $3 million related to provisions for restructuring
partially offset by a $16 million net gain related to the
remeasurement of foreign currency exposures in Europe.  For
the 2004 third quarter, the Company reported a net charge of
$9 million, or $0.05 per diluted share, for the loss on early
extinquishments of debt and for restructuring provisions,
partially offset by a gain on the remeasurement of foreign
currency exposures in Europe.

Net income in the third quarter was $78 million, or $0.45 per
diluted share, compared to net income of $58 million, or $0.35 per
diluted share, in the third quarter of 2004.

Proceeds received of $690 million from the October 2005 sale of
the Company's plastic closures business are not reflected in the
above debt or cash amounts.

                       Nine-Month Results

For the first nine months of 2005, net sales increased 6.7% to
$5,279 million over the $4,946 million in the first nine months of
2004.  Americas Division net sales grew 5.7% in the first nine
months of 2005 over the same period in 2004.  European Division
and Asia Division net sales were up 6.4% and 18.1%, compared to
the first nine months of last year.

Gross profit for the nine-month period grew to $710 million, or
13.4% of net sales, over the $632 million, or 12.8% of net sales
in the first nine months of 2004.  The improvements reflect
increased operating efficiencies and productivity throughout the
Company.

Segment income in the first nine months of 2005 increased 12.7% to
$445 million, or 8.4% of net sales, over the $395 million, or 8.0%
of net sales in the first nine months of 2004.

For the first nine months of 2005, interest expense was
$283 million compared to $270 million for the same period last
year.

For the nine month period, the Company recorded a net charge of
$57 million, or $0.33 per diluted share, reflecting a $64 million
net loss related to the remeasurement of foreign currency
exposures in Europe, a $17 million net loss on the disposal of the
plastic closures business, a $3 million net loss related to
provisions for restructuring and a $1 million net loss for the
early extinguishments of debt, partially offset by a $19 million
net gain on the sale of assets and a $9 million gain related to
the reversal of tax valuation allowances.  During the first nine
months of 2004, the Company reported a net charge of $28 million,
or $0.17 per diluted share, for the loss on the early
extinguishments of debt and provisions for restructuring,
partially offset by a gain on the remeasurement of foreign
currency exposures in Europe.

The Company reported net income of $96 million, or $0.56 per
diluted share for the first nine months of 2005 compared to net
income of $78 million, or $0.47 per diluted share for the same
period in 2004.

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 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.

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.


DANA CORP: Secures Credit Facility Waivers Until Nov. 30
--------------------------------------------------------
Dana Corporation (NYSE: DCN) received additional necessary waivers
through Nov. 30, 2005, under its principal bank facility and
accounts receivable securitization agreement.  The company is
currently in discussion with its lenders regarding possible
modifications to its existing facilities, as well as alternative
financing arrangements.

The company is in the process of addressing possible non-
compliance with covenants in two of its indentures and four leases
with respect to furnishing financial statements in accordance with
generally accepted accounting principles in the United States.
The company is continuing to assess the impact of these
developments on its obligations under other leases and agreements.

                         Dividends

The Board of Directors of Dana Corporation (NYSE: DCN) declared a
dividend on the company's common stock of 1 cent per share,
payable on Dec. 15, 2005, to shareholders of record on Dec. 1,
2005.  The Board determined that the reduction from the 12-cent
per share dividend rate that had been paid in recent quarters was
appropriate given the challenging circumstances facing both the
company and the automotive industry.

                Restatement Impact Estimated

Dana's management and the Audit Committee of its Board of
Directors had determined, as a result of their ongoing internal
investigation, that the company had not properly accounted for
certain items during 2004 and the first and second quarters of
2005, and that the company would restate its financial statements
for those periods.  These conclusions were reached in consultation
with Dana's independent registered public accounting firm,
PricewaterhouseCoopers LLP, and independent investigators retained
by the Audit Committee.  The primary purpose for the restatements
is to correct issues involving customer pricing and transactions
with suppliers in Dana's Commercial Vehicle business.

Although the investigation is not yet complete, and the effect of
the above restatements may require the restatement of financial
statements for prior periods, the company currently expects that
the net aggregate reduction in net income for all periods to be
restated will be between $25 million and $45 million after tax.

In connection with the restatements, Dana believes that there are
material weaknesses in its internal control over financial
reporting.  The company's review of its internal control systems
and procedures is ongoing.

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

                          *     *     *

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

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


DEL LABORATORIES: Offering $185 Million Notes in Private Placement
------------------------------------------------------------------
Del Laboratories, Inc., is offering $185 million in principal
amount of senior secured floating rate notes due 2011 in a private
placement.  Del intends to use the net proceeds from the sale of
the notes, together with borrowings under an asset-based revolving
credit facility that it expects to enter into, to repay all
outstanding borrowings under its existing senior credit
facilities.

The notes are being offered and sold only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933.  The notes will not be registered under the
Securities Act and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.  This announcement will not
constitute an offer to sell or the solicitation of an offer to
buy, nor will there be any sale of the notes in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

Del Laboratories, Inc., with headquarters in Uniondale, NY, is a
leading manufacturer and marketer of cosmetics and over-the-
counter pharmaceuticals, primarily under the Sally Hansen and
Orajel brands.  Net sales for the twelve-month period ended March
2005 were approximately $403 million.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Standard & Poor's Ratings Services affirmed its ratings on Del
Laboratories Inc., including its 'B' corporate credit rating.  The
ratings were removed from CreditWatch where they had been placed
on August 18, 2005, with negative implications.

The outlook on Uniondale, New York-based cosmetics and
pharmaceuticals manufacturer is negative.  About $375 million of
debt is affected by this action.

"The ratings affirmation is based on our expectations that the
company's recent management changes and other initiatives will
focus on achieving better operating efficiencies in the near to
intermediate term," said Standard & Poor's credit analyst Patrick
Jeffrey.


DELPHI CORP: CEO Steve Miller Cuts Salary to $1 Annually
--------------------------------------------------------
Delphi Corp. Chairman and CEO Robert S. "Steve" Miller, will
reduce his salary to $1 per year, effective Jan. 1, 2006, and
continuing until Delphi successfully emerges from its
reorganization in Chapter 11.  In addition, the Delphi officers
who were at Delphi at the time when Miller joined the company,
volunteered to waive 10% of their base pay, 20% in the case of
President Rodney O'Neal, to be effective Jan. 1, 2006.

"I have given the subject of executive compensation a great deal
of thought and planned to announce a reduction in my own
compensation, as I had previously suggested," said Mr. Miller,
Delphi Chairman and CEO.  "In addition to my annual salary of $1,
I will continue to receive zero bonus, zero severance, zero
pension plan, and will have no other similar entitlements
whatsoever.  While I remain concerned about the below-market
compensation paid to many of our key executives, Delphi's
transformation message must be unambiguous and marked indelibly by
the commitment of Delphi's leadership.  To that end, Delphi's
officers who were at Delphi when I joined, have unilaterally
volunteered to give back 10-20 percent of their base pay -- a
clear indication of their commitment."

Delphi said that the balance of compensation arrangements for its
executives would be decided by the Bankruptcy Court at the
company's Nov. 29 omnibus hearing when the company's Key Executive
Compensation Program (KECP) motion will be heard by the Court.
Under the terms of the KECP motion, which was filed with the
Bankruptcy Court on Oct. 8, Delphi will cancel previously
authorized and disclosed retention bonus programs and unvested
long-term incentive compensation programs and will replace them
with incentive and emergence programs aligned with stakeholders'
interests in the chapter 11 reorganization cases.

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 CORP: Judge Drain Approves Skadden Arps as Lead Counsel
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 13, 2005, Delphi Corp., and its debtor-affiliates sought the
U.S. Bankruptcy Court for the Southern District of New York's
authority to employ Skadden, Arps, Slate, Meagher & Flom LLP and
affiliates as their principal restructuring and bankruptcy
counsel.

Delphi Chairman and Chief Executive Officer, Robert S. Miller,
Jr., relates that since July 12, 2005, Skadden has performed
extensive legal work for the Debtors in connection with their
ongoing restructuring efforts designed to complete their
transformation plan and to preserve the value of the company.

The Debtors entered into an engagement agreement with Skadden
dated as of July 12, 2005.

The Debtors believe that continued representation by their
prepetition restructuring counsel, Skadden, is critical to their
efforts to restructure their businesses because Skadden has
become familiar with their business and financial and legal
affairs and, accordingly, is well-suited to guide them through
the chapter 11 process.

According to Mr. Miller, Skadden has assisted the Debtors and
their affiliates in connection with, among other things, acting
as special corporate counsel to the Debtors and providing advice
regarding, without limitation, their efforts to effectuate a
consensual resolution with General Motors Corporation and the
Debtors' major unions, attending board of directors meetings and
internal company meetings from time to time, and the preparations
for the filing of the Debtors' Chapter 11 cases.

The Debtors have selected Skadden as their attorneys because of
the firm's experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11
of the Bankruptcy Code.  John Wm. Butler, Jr., Esq., co-leader of
Skadden worldwide corporate restructuring practice will
coordinate the overall representation of the Debtors along with
Peter Allan Atkins, Esq.

Services To Be Rendered

Skadden will be required to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession in the continued
       management and operation of their business and properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) advise and consult on the conduct of the case, including
       all of the legal and administrative requirements of
       operating in chapter 11;

   (d) advise the Debtors in connection with any contemplated
       sales of assets or business combinations, including the
       negotiation of asset, stock purchase, merger or joint
       venture agreements, formulate and implement bidding
       procedures, evaluate competing offers, draft appropriate
       corporate 11 documents with respect to the proposed sales,
       and counsel the Debtors in connection with the closing of
       those sales;

   (e) advise the Debtors on matters relating to the evaluation
       of the assumption, rejection or assignment of unexpired
       leases and executory contracts;

   (f) provide advice to the Debtors with respect to legal issues
       arising in or relating to the Debtors' ordinary course of
       business including attendance at senior management
       meetings, meetings with the Debtors' financial advisors
       and meetings of the board of directors, and advice on
       employee, workers' compensation, employee benefits,
       executive compensation, tax, environmental, banking,
       insurance, securities, corporate, business operation,
       contracts, joint ventures, real property, press and public
       affairs and regulatory matters and advise the Debtors with
       respect to continuing disclosure and reporting
       obligations, if any, under securities laws;

   (g) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning all litigation in
       which the Debtors may be involved and objections to claims
       filed against the estates;

   (h) negotiate and prepare on the Debtors' behalf plan(s) of
       reorganization, disclosure statement(s) and all related
       agreements and documents and take any necessary action on
       behalf of the Debtors to obtain confirmation of those
       plan(s);

   (i) prepare on the Debtors' behalf all petitions, motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of the estates;

   (j) attend meetings with third parties and participate in
       negotiations;

   (k) appear before the Court, any appellate courts, and the
       U.S. Trustee, and protect the interests of the Debtors'
       estates before those courts and the U.S. Trustee; and

   (l) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with the Debtors' chapter 11 cases and bring the Debtors'
       chapter 11 cases to a conclusion.

Mr. Butler assures the Court that the members, counsel and
associates of the firm of Skadden:

   (a) do not have any connection with any of the Debtors, their
       affiliates, their creditors, the U.S. Trustee, any person
       employed in the office of the U.S. Trustee, or any other
       party-in-interest, or their attorneys and accountants,

   (b) are "disinterested persons," as that term is defined in
       Section 101(14) of the Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

In addition, Skadden informed the Debtors that no other attorney
at Skadden is related to any United States Bankruptcy Judge for
the Southern District of New York or to the United States Trustee
for that district, except that Adlai S. Hardin III, Esq., a
Corporate Restructuring associate employed by Skadden in its New
York office, is the son of Judge Adlai Hardin.

                        Retainer

The Engagement Agreement provided for the implementation of a
retainer program pursuant to which the Debtors paid an initial
retainer of $500,000.

Skadden periodically invoiced the Debtors and drew down the
Initial Retainer and was paid certain supplemental amounts to
replenish the Initial Retainer:

             $1,600,000 on August 19, 2005,
             $2,000,000 on September 8, 2005, and
             $1,750,000 on September 27, 2005.

Skadden received a filing retainer of $4,000,000 to be utilized
in accordance with the Engagement Agreement to cover a portion of
the projected fees, charges and disbursements to be incurred
during the reorganization cases.

Skadden will apply the Retainer to pay any fees, charges and
disbursements which remain unpaid as of the Petition Date and
will retain the remainder of the Retainer to be applied to any
fees, charges and disbursements which remain unpaid at the end of
the reorganization cases.

As of October 7, 2005, the amount of the Retainer was $4,033,019.

Skadden's books and records reflect that for the period July 12,
2005, through October 8, 2005, the firm received an aggregate of
$9,850,000 from the Debtors, including payments received for
services rendered prior to the filing on October 8, 2005, and is
inclusive of the Retainer balance of $4,033,019.  The aggregate
amount applied to fees, charges and disbursements for the same
period was $5,816,981, exclusive of the Retainer balance of
$4,033,019.

Skadden's fees are based in part on its guideline hourly rates,
which are periodically adjusted.  Skadden will be providing
professional services to the Debtors under its standard bundled
rate schedule and, therefore, Skadden will not be seeking to be
separately compensated for certain staff, clerical and resource
charges.

As of September 1, 2005, the hourly rates under the bundled rate
structure range from:

        $585 to $835 for partners and of counsel,
        $560 to $640 for counsel and special counsel,
        $295 to $540 for associates, and
         $90 to $230 for legal assistants and support staff.

Skadden will continue to charge the Debtors for all other
services provided and for other charges and disbursements
incurred in the rendition of services.

                        *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to employ Skadden, Arps,
Slate, Meagher & Flom LLP and affiliates as their principal
restructuring and bankruptcy counsel, on an interim basis.

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: FTI Consulting Approved as Financial Advisors
----------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ FTI Consulting, Inc., as their restructuring
and financial advisors.

John D. Sheehan, vice president and chief restructuring officer
of Delphi Corporation, relates that prior to the Petition Date,
the Debtors hired FTI Consulting to provide them with
restructuring and financial advisory services.  As a result, the
firm has developed a significant amount of institutional knowledge
regarding the Debtors' operations, finances and systems.

The Debtors believe that FTI Consulting is well qualified and
will be able to represent them in a cost-effective, efficient,
and timely manner.

Specifically, FTI Consulting will:

    (a) assist the Debtors with information and analysis
        required pursuant to their postpetition financing;

    (b) assist with the identification and implementation of
        short-term cash management procedures;

    (c) assist in the preparation of information and analysis
        necessary for the confirmation of a plan of
        reorganization, including information contained in the
        disclosure statement;

    (d) assist in the preparation of financial information for
        distribution to creditors and others, including cash
        receipts and disbursement analysis, analysis of various
        assets and liability accounts, and analysis of proposed
        transactions;

    (e) assist in developing accounting and operating procedures
        to segregate business transactions;

    (f) assist the Debtors in developing and implementing
        strategies to address financially troubled suppliers;

    (g) assist the Debtors in responding to and tracking calls
        received from suppliers in a vendor communication room,
        including the production of various management reports
        reflecting call center activity;

    (h) assist the Debtors in identifying executory contracts and
        unexpired leases and performing cost/benefit evaluations
        with respect to the assumption and rejection of each;

    (i) assist the Debtors in financial related disclosures
        required by the Court, including Schedules of Assets and
        Liabilities, the Statement of Financial Affairs and
        Monthly Operating Reports;

    (j) assist the Debtors in claims processing, analysis, and
        reporting, including plan classification modeling and
        claim estimation;

    (k) assist the Debtors in responding to and tracking
        reclamation claims;

    (l) provide assistance with implementation of court orders;

    (m) assist in the evaluation and analysis of avoidance action,
        including fraudulent conveyances and preferential
        transfers;

    (n) participate in meetings and provide support to the Debtors
        and their other professional advisors in negotiations with
        potential investors, banks and other secured lenders, the
        Official Committee of Unsecured Creditors, the Office of
        the United States Trustee, other parties-in-interest and
        other professionals, as requested;

    (o) assist the Debtors with plan distribution activities;

    (p) provide assistance with tax planning and compliance issues
        with respect to any proposed plans of reorganization, as
        well as any and all other tax assistance as may be
        requested from time to time; and

    (q) render other restructuring and other business consulting
        or other assistance for the Debtors or the Debtors'
        subsidiaries and affiliates as the Debtors' management or
        council may request, that are not duplicative of services
        provided by other professionals retained in the Debtors'
        cases.

The Debtors will pay FTI Consulting based on the firm's customary
hourly rates, subject to periodic adjustments:

        Senior Managing Directors             $560 to $625
        Directors and Managing Directors      $415 to $560
        Associates and Consultants            $205 to $385
        Paraprofessionals                      $95 to $168

The Debtors will also consider, in their sole discretion, a
value-added fee at the conclusion of FTI Consulting's engagement
that would be based on the firm's contribution to their
successful restructuring.

According to Mr. Sheehan, FTI Consulting has received a $525,000
retainer in connection with preparing for the filing of the
Debtors' Chapter 11 cases.  The unapplied residual retainer will:

    -- constitute a general retainer for postpetition services;

    -- not be segregated by the firm in a separate account; and

    -- be held until the end of the Debtors' cases and applied to
       the firm's final Court-approved fees.

                   Dispute Resolution Provisions

The Debtors and FTI Consulting agree that:

    (i) any controversy or claim arising out of, or in any way
        related to the firm's employment or the services it
        provided to the Debtors will be brought before the
        Bankruptcy Court or in the United States District Court
        for the Southern District of New York, if the District
        Court withdraws the reference;

   (ii) they consent to the jurisdiction and venue of that court
        as the sole and exclusive forum for the resolution of
        their claims, causes of actions, or lawsuits;

  (iii) they waive trial by jury;

   (iv) if the Bankruptcy Court, or the District Court if the
        reference is withdrawn, does not have or retain
        jurisdiction over the claims and controversies, they will
        submit first to non-binding mediation; and if mediation is
        not successful, then to binding arbitration, in accordance
        with the Dispute Resolution Procedures; and

    (v) judgment on any arbitration award may be entered in any
        court having proper jurisdiction.

Randall S. Eisenberg, a Senior Managing Director at FTI
Consulting, assures the Court that the firm:

    * has no connection with the Debtors, their creditors or other
      parties-in-interest;

    * does not hold any interest adverse to the Debtors' Chapter
      11 estates; and

    * 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 approves the Debtors' application.

With regard to assistance rendered postpetition to the Debtors in
responding to and tracking calls received from suppliers in a
vendor communication room, including the production of various
management reports reflecting call center activity, FTI Consulting
will only be required to maintain contemporaneous time records in
half-hour increments.

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


DELPHI CORP: U.S. Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, has
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors in Delphi Corporation and its debtor-
affiliates' Chapter 11 cases:

          1. Electronic Data Systems Corp.
             5505 Corporate Drive MSIA
             Troy, MI 48098
             Attention: Michael Nefkens
             Phone: (248) 696-1729

          2. General Electric Company
             One Plastics Avenue
             Pittsfield, MA 01201
             Attention: Valerie Venable
             Phone: (704) 992-5075

          3. Flextronics International Asia-Pacific, Ltd.
             c/o Flextronics International USA, Inc.
             2090 Fortune Drive
             San Jose, CA 95131
             Attention: Paul W. Anderson
             Phone: (408) 428-1308

          4. IUE-CWA
             2360 W. Dorothy Lane, Suite 201
             Dayton, Ohio 45439
             Attention: Henry Reichard
             Phone: (937) 294-7813

          5. Capital Research and Management Company
             11100 Santa Monica Blvd., 15th Floor
             Los Angeles, CA 90025
             Attention: Michelle Robson
             Phone: (310) 996-6140

          6. Wilmington Trust Company, as Indenture Trustee
             Rodney Square North
             1100 North Market Street
             Wilmington, DE 19890
             Attention: Steven M. Cimalore
             Phone: (302) 636-6058

          7. Freescale Semiconductor, Inc.
             6501 William Cannon Drive West
             Austin, TX 78735
             Attention: Richard Lee Chambers, III
             Phone: (512) 895-6357

In an interview with Bloomberg News, Delphi's Chief Executive
Officer Steve Miller said the Company was "mildly surprised" that
three of its largest unsecured creditors, General Motors Corp.,
the Pension Benefit Guaranty Corporation and the United Auto
Workers, were not appointed.  Mr. Miller emphasized that Delphi
respects the U.S. Trustee's decision.

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


DELTA AIR: Two Airports Question Amount Deposited in PFC Accounts
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 5, 2005,
before the Petition Date, Delta Air Lines Inc. and its debtor-
affiliates deposited $33,257,033, the aggregate monthly average
amount for all airports in one of two accounts with Citibank, N.A.
The Debtors established the accounts to cover the passenger
facility charges remittance liability of Delta Air Lines, Inc.,
and Comair, Inc.

Six airports object to the amount escrowed by the Debtors:

    (1) City and County of Denver, owner and operator of Denver
        International Airport;

    (2) City and County of San Francisco, acting by and
        through the San Francisco Airport Commission, owner and
        operator of San Francisco International Airport;

    (3) City of Los Angeles, Department of Airports Division,
        owner and operator of Los Angeles World Airport and
        Ontario International Airport;

    (4) Greater Orlando Aviation Authority, operator of Orlando
        International Airport;

    (5) Palm Beach County, Florida through its Department of
        Airports, owner and operator of the Palm Beach
        International Airport; and

    (6) Metropolitan Nashville Airport Authority, operator of an
        airport in Nashville, Tennessee.

Representing Denver and San Francisco, Douglas W. Jessop, Esq., at
Jessop & Company, P.C., in Denver, Colorado, notes that the
Debtors provided no documentation and calculations on how they
came up with the amount.

The Motion also provides that, on the 21st day of each month, the
Debtors will reconcile the PCF Account by ensuring that the PFC
Account balance equals the sum of:

    (i) Delta's actual PFC remittance obligation to the eligible
        airport operators, and

   (ii) 21 days of the Daily Amount deposits.

Mr. Jessop asserts that the monthly reconciliation procedures
proposed by the Debtors is contrary to the requirements of
Section 40117(m) of the United States Transportation Code as it,
perhaps unintentionally, drops the Monthly Average Amount from the
reconciliation.

Congress mandates that debtors must:

    (i) maintain at all times in the PFC Account an amount equal
        to the debtors' average monthly liability for PFCs and

   (ii) segregate all postpetition PFCs.

Mr. Jessop notes that the Debtors appear to be combining these two
separate requirements in their reconciliation formula.  The
reconciliation formula ignores the Monthly Average Amount and
focuses solely on the Debtors' actual remittance obligation and an
estimate for the postpetition PFCs.

The Airport Operators assert that the amount, which should be in
the PFC Account on the reconciliation day, should be the sum of:

      (i) the Monthly Average Amount,

     (ii) the amount actually collected by the Debtors for the
          preceding month, and

    (iii) an amount equal to 21 days' worth of the Daily Amount.

According to Mr. Jessop, since PFCs are paid in arrears on the
last day of the month for the preceding month, the amount actually
remaining in the PFC Account will only be one month of estimated
PFCs, which were supposed to be the actual PFCs held in a
segregated account.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Court OKs Rejection of 12 Burdensome Contracts & Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on a final basis, Delta Air Lines Inc. and its debtor-
affiliates motion to reject 12 Contracts and Leases.

As reported in the Troubled Company Reporter on Oct. 3, 2005, the
Debtors, as part of their prepetition and ongoing restructuring
efforts, began to evaluate these agreements in the context of the
Bankruptcy Code and have determined that 12 Contracts and Leases
are not necessary to their continued business operations and do
not benefit their estates.

Accordingly, the Debtors asked the U.S. Bankruptcy Court for the
Southern District of New York's authority to reject the
12 Contracts and Leases.  The Debtors also want to abandon the
personal property associated with the Rejected Leases.

In addition, the Debtors asked Judge Beatty to order that:

    (i) if any Debtor has deposited monies with a counterparty or
        lessor or sublessor party to a Rejected Agreement as a
        security deposit or pursuant to another similar
        arrangement, that Counterparty or Lessor is not permitted
        to set off or otherwise use the monies from the deposit or
        other arrangement without prior Court order; and

   (ii) the holder of any claim for damages arising from the
        rejection of any Rejected Agreement or abandonment of
        Expendable Property be required to file a proof of claim
        on account of that claim against the Debtors in accordance
        with any order pursuant to Bankruptcy Rule 3003(c)
        establishing a deadline by which prepetition general
        unsecured claims must be filed, on or before the later of:

           (x) the Bar Date, or

           (y) 30 days after the effective rejection or
               abandonment date.

Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell, in New
York, relates that it's costly to maintain the unnecessary
contracts and leases.  By rejecting the contracts and leases now,
the Debtors will avoid incurring unnecessary costs and expenses.

Mr. Kaminetzky also points out that the Expendable Property is of
inconsequential value and of no benefit to the estates.  The
Expendable Property primarily consists of furnishings, carpeting,
fixtures, ticket counters, millwork, bag systems, jetways, gate
podiums and ground service equipment.

"To the best of the Debtors' knowledge, the abandonment of the
property is not in violation of any state statutes or regulations
reasonably designed to protect the public health or safety from
identified hazards," Mr. Kaminetzky says.

A free copy of the list of Rejected Contracts and Rejected Leases
is available at:

        http://bankrupt.com/misc/deltacontracts&leases.pdf

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DENNY'S CORP: Issues Earnings Guidance for Fiscal Year 2005
-----------------------------------------------------------
Denny's Corporation (Nasdaq:DENN) updated its guidance for fiscal
year 2005 based on recent events and year-to-date results.

As reported in the Troubled Company Reporter yesterday, Denny's
announced a settlement with the State of California's Division of
Labor Standards Enforcement regarding a previously disclosed
lawsuit.  To avoid the time, expense and uncertainty of
litigation, the parties agreed to settle all disputes and Denny's
has agreed to pay a sum of approximately $7.75 million to former
employees.

In the second quarter of 2005, Denny's accrued $1 million of
liabilities related to this litigation bringing the total reserve
to $3 million.  Pursuant to this settlement, Denny's will take an
additional $4.75 million charge to legal settlement costs in the
third quarter of 2005.

In addition, Denny's will incur approximately $1.2 million of
restructuring expense in the third quarter due to severance
related costs.

Denny's company restaurants reported same-store sales growth of
1.0% for the month of September and 1.5% for the third quarter of
2005.

Six company restaurants remain closed as a result of the recent
hurricanes.  At this time, the Company said it cannot determine
when these units will reopen.  If all six units remained closed
through year end the aggregate revenue loss in 2005 would be
approximately $2.9 million.

Commenting on the recent news, Nelson J. Marchioli, President and
Chief Executive Officer, said, "We have worked hard to reach a
final resolution to this dispute with the DLSE.  The settlement
will allow us to focus all of our energy on further strengthening
the Denny's brand.

"As for ongoing operations, we are encouraged by our performance
compared with much of the restaurant industry, as we have
benefited from a strong value message that is particularly
compelling in this challenging economic environment.  While same-
store sales at company units increased a solid 1.5% in the third
quarter, our franchisees continued their strong performance with
preliminary sales estimates of 3.8% growth for the quarter.  With
franchised units accounting for two-thirds of the Denny's brand,
we believe their performance is compelling evidence of the
continued operational improvements across the chain.  We expect
our sales momentum will continue and that we will post positive
same-store sales for the fourth quarter of 2005.

"Our updated guidance for 2005 reflects our sales outlook in
addition to the one-time expenses announced today.  Considering
the impact of approximately $5.75 million in year-to-date legal
settlement costs related to the case in California, we have
revised our 2005 Adjusted EBITDA guidance to $115 to $119 million,
compared with our initial guidance estimate of $120 to
$125 million," Mr. Marchioli concluded.

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.


DOCTORS HOSPITAL: Wants to Employ Wilton Burt as Management Expert
------------------------------------------------------------------
Doctors Hospital 1997 LP, dba Doctors Hospital Parkway-Tidwell
asks the U.S. Bankruptcy Court for the Southern District of Texas
for permission to Wilton M. Burt as its management consultant.

Wilton Burt will:

   1) consult with the Debtor's management regarding:

      a) developing limited partnership reconstitution strategies
         as part of a chapter 11 emergence strategy;

      b) reviewing and providing input for financial models
         depicting scenarios resulting from various reconstitution
         strategies;

      c) assisting in the development of pricing for reconstituted
         limited partnership units;

      d) developing a physician target list;

      e) meeting one-on-one and in group settings with physicians
         regarding emergence/workout strategies and new
         partnership strategies;

      f) profiling the practices of target physicians;

      g) working with the Debtor's legal counsel in preparing a
         confidential offering memorandum related to a
         reconstitution;

      h) working with the Debtor's legal counsel regarding various
         physician ownership vehicles that address the Debtor's
         needs and comply with fraud and abuse safe harbors;

      i) assisting the Debtor's management in preparing for
         physician presentations related to a potential limited
         partnership offering;

      j) assisting the Debtor's management in preparing for
         presentations to financing sources, bankers and potential
         equity investors;

      k) assisting in the preparation and the collection of
         limited partnership subscription documents and checks;

   2) attend the Debtor's Governing Board Meetings;

   3) attend the Debtor's limited partnership meetings; and

   4) provide other assistance as requested by Porter & Hedges,
      L.L.P., and the Debtor's CEO.

Mr. Burt will be paid $190 per hour, for a minimum of 24 hours per
week.  The Debtor estimates that Mr. Burt's engagement will cost
the estate approximately $20,000 per month.

To the best of the Debtor's knowledge, Wilton Burt is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


EASTMAN KODAK: Syndication of $2.7 Billion Loan Packages Completed
------------------------------------------------------------------
Eastman Kodak Company (NYSE: EK) has increased its financial
flexibility by successfully completing its $2.7 billion of Senior
Secured Committed credit facilities.

Kodak's new credit facilities are composed of two components:

   -- A five-year, $1.0 billion committed revolving credit line to
      be used for general corporate purposes, including the
      issuance of letters of credit.  This new credit line
      replaces the company's existing $1.225 billion, five-year
      credit facility, which was terminated on the completion of
      this new credit line.  At closing, this new credit line was
      unused except for the issuance of approximately $73 million
      of letters of credit.

   -- A $1.7 billion seven-year term loan with $1.2 billion drawn
      at closing used to repay existing debt primarily arising out
      of the acquisition of Creo, which was completed on June 15,
      2005.  The remaining $500 million is committed, undrawn, and
      available for use through June 15, 2006.

"We are pleased to close this important transaction, as it
strengthens our financial position and enhances our ability to
successfully execute our digital growth strategy," said Robert H.
Brust, Chief Financial Officer, Eastman Kodak Company.  "Now that
the major pieces of our digital transformation are in place, we
are committed to paying down debt."

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services lowered its debt ratings
on Eastman Kodak Co.  The corporate credit rating was lowered
to 'BB-' from 'BB'.  All ratings, with the exception of the '2'
recovery rating on the company's proposed $2.5 billion-$2.7
billion secured bank loan (indicating the expectation for
substantial {80%-100%} recovery of principal in the event of a
payment default), remain on CreditWatch with negative
implications, pending the satisfactory closing of the bank loan
deal.

The ratings were placed on CreditWatch July 21, 2005.  As of
June 30, 2005, the Rochester, New York-based imaging company had
$3.7 billion in debt.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Moody's downgraded Eastman Kodak Company's corporate family debt
rating to Ba3 from Ba2 and its senior unsecured notes rating to B1
from Ba3, concluding a review for possible downgrade initiated on
July 21, 2005.  Concurrently, Moody's assigned a Ba2 rating to the
company's $2.7 billion senior secured credit facilities, comprised
of:

   * a $1 billion to $1.2 billion revolving credit facility;

   * $1 billion Term Loan B (to refinance Creo acquisition debt);
     and

   * a $500 million delay draw Term Loan B (for refinancing
     flexibility for $500 million bonds due June 15, 2006).

Moody's said the rating outlook is negative.


ELEC COMMS: Balance Sheet Upside-Down by $2,642,674 at August 31
----------------------------------------------------------------
eLEC Communications Corp. delivered its quarterly report on Form
10-QSB for the quarter ending August 31, 2005, to the Securities
and Exchange Commission on October 17, 2005.

The Company reported a $375,139 net loss on $4,146,759 of net
revenues for the quarter ending August 31, 2005.

At August 31, 2005, the Company's balance sheet shows $2,692,097
in total assets and a $2,642,674 stockholders deficit.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?267

eLEC Communications Corp. -- http://www.elec.net/-- is a
Competitive Local Exchange Carrier that offers local and long
distance calling plans to small business and residential
customers.  The Company sells under the names of New Rochelle
Telephone and eLEC Communications, and the Company delivers
telephone services.


EMERITUS ASSISTED: Launches Exchange Offer for Conv. Sub. Notes
---------------------------------------------------------------
Emeritus Assisted Living (AMEX: ESC) has commenced an offer to
exchange $32 million principal amount of new Convertible
Subordinated Debentures due 2008 for an equal principal amount of
its outstanding 6.25% Convertible Subordinated Debentures due
2006.  The new debentures will bear interest at 6.25% per year,
payable semi-annually each January 1 and July 1, and will not be
subject to redemption by the Company prior to maturity.  The
principal amount of the new debentures will be due on July 1,
2008.  Like the existing debentures, the new debentures will be
unsecured obligations of Emeritus, subordinated and subject in
right of payment to all existing and future senior indebtedness
and are convertible into common shares of Emeritus at a conversion
price of $22.00 per share. U.S. Bank, National Association will
serve as trustee.

Entities holding approximately 65% of the existing debentures,
including entities controlled by Daniel R. Baty, the Company's
chief executive officer, and Saratoga Partners, which is
represented on the Board by two directors, have indicated that
they will tender for exchange all of their current debentures for
the new debentures.

The exchange offer will expire at 5:00 p.m. EST on November 16,
2005, unless extended or terminated by the Company. Holders must
tender their outstanding debentures prior to the expiration date
if they wish to participate in the exchange offer. Any existing
debentures that are not exchanged will remain outstanding until
the maturity date of the existing debentures in January 2006. U.S.
Bank, National Association will act as exchange agent for the
offer.

Emeritus Assisted Living -- http://www.emeritus.com/-- is a
national provider of assisted living and related services to
seniors.  Emeritus is one of the largest developers and operators
of freestanding assisted living communities throughout the United
States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently holds interests in 182
communities representing capacity for approximately 18,400
residents in 34 states.

As of June 30, 2005, Emeritus Assisted's equity deficit narrowed
to $122,990,000 from a $128,319,000 deficit at Dec. 31, 2004.


ENDURANCE SPECIALTY: Completes $600 Million Capital Raising Plan
----------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH) completed the sale of
its 6.15% Senior Notes due 2015.

"Today we finalized the last step in our capital raising plan,
raising a total of $600 million in capital over the past two weeks
through a balanced combination of offerings of common equity,
preferred equity and debt," Kenneth J. LeStrange, Chairman,
President and Chief Executive Officer of Endurance, said.  "Once
again, Endurance has demonstrated its commitment to nimble and
active capital management to optimize its financial position for
both its shareholders and business partners."

The joint book-running managers for the offering were Deutsche
Bank Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch &
Co., and Wachovia Securities.  Endurance offered the Senior Notes
under its Form S-3 shelf registration statement.  Endurance
expects to use a portion of the net proceeds from the offering of
the Senior Notes to repay amounts currently outstanding under its
credit facility, to provide additional capital to its subsidiaries
and for other general corporate purposes.

Any offering of the Senior Notes will be made only by means of a
written prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.  Copies of the written
prospectus relating to the announced offering of Senior Notes may
be obtained from the offices of Deutsche Bank Securities Inc., 60
Wall Street, New York, New York 10005, J.P. Morgan Securities
Inc., 270 Park Avenue, New York, New York 10017, Merrill Lynch &
Co., 4 World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10080 and Wachovia Securities, 301 South College
Street, Charlotte, North Carolina 28202.

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

                           *     *     *

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

S&P said the outlook is positive.

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


ENRON CORP: Court Directs U.S. Bank to Disburse $13.6 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directed Enron Corporation and its debtor-affiliates to direct
U.S. Bank, N.A., to disburse $13,573,088 in asset sale proceeds to
BV1 and Operational Energy Corp.

As reported on May 30, 2002, the Bankruptcy Court approved the
sale of certain assets of Enron Capital & Trade Resources Mexico
Holdings B.V., a wholly owned non-Debtor subsidiary of Enron North
America Corp., to Tractebel S.A.  The Court also granted the
assumption and assignment of agreements related to a cogeneration
facility located in Nuevo Leon, Mexico, by BV1 and Operational
Energy Corp.

At the Official Committee of Unsecured Creditors' request, BV1
deposited the proceeds from the transaction in an escrow account
held at U.S. Bank, N.A.

The Escrow Agreement, dated August 20, 2002, between US Bank and
BVI provides that the Proceeds may only be disbursed in
accordance with the terms of a "final, non-appealable order of the
Court."

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
told the Court that the Reorganized Debtors are in the process of
dissolving the numerous direct and indirect non-debtor
subsidiaries of Enron and ENA, including BV1.

Ms. Gray asserted that, in furtherance of the dissolution of BV1,
the Proceeds should be released from escrow to BV1 and
ultimately disbursed by BV1 to ENA, BV1's sole shareholder,
making the funds available for distribution to ENA's creditors
under the Plan.

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

Enron filed for chapter 11 protection on December 2, 2001
(Bankr.S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed
the Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on Nov.
17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 158;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Bond Default Prompts S&P to Cut Rating to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on electric
utility Entergy New Orleans Inc.'s first mortgage bonds to 'D'
form 'CC'.

The ratings on the company's parent -- New Orleans, La.-based
Entergy Corp. -- and all other affiliates remain on CreditWatch
with negative implications.  The ratings were placed on
CreditWatch Aug. 31, 2005.

"The rating action on Entergy New Orleans reflects the company's
statement to Standard & Poor's that its payment to bondholders due
Oct. 17, 2005 was not made, resulting in the default of the
bonds," said Standard & Poor's credit analyst John Kennedy.


FAIR UNDERCAR: Case Summary & 36 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fair Undercar Care Inc.
        dba Fair Muffler Shops
        dba Fair Car Care Center
        dba Fair Muffler
        dba Fair Muffler & Brake
        15436 South Cicero Avenue
        Oak Forest, Illinois 60452
        Tel: (708) 687-0776

Bankruptcy Case No.: 05-63070

Type of Business: The Debtor repairs mufflers and exhaust systems.

Chapter 11 Petition Date: October 16, 2005

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Lawrence G. Zdarsky, Esq.
                  36 West 65th Street #1
                  Westmont, Illinois 60559
                  Tel: (630) 434-8560
                  Fax: (630) 434-9467

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 36 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Stone Wheel Inc.                           $230,000
   Attn: D. Renehan
   7675 Quincy Street
   Willowbrook, IL 60621

   Illinois Department of Revenue             $224,327
   Attn: Annie Jones
   Springfield, IL 62776

   Fair Real Estate LLC                       $173,500
   15436 South Cicero Avenue
   Oak Forest, IL 60452

   Evergreen Muffler Inc.                     $130,000
   17229 Oleander Avenue
   Tinley Park, IL 60477

   DonTech                                     $75,000
   Attn: M. Leslie Kite
   One North Franklin Avenue, Suite 650
   Chicago, IL 60606

   Conway & Associates                         $66,500
   Attn: Rich Quinn
   920 Industrial Drive
   Aurora, IL 60506

   Internal Revenue Service                    $50,000
   3615 Park Drive, Building 6
   Olympia Fields, IL 60461

   SLK Management                              $46,000
   Attn: Susan Kahttob
   29 Birchwood Drive
   Palos Park, IL 60464

   John C. Pelino                              $44,879
   15239 LasRobles Court
   Oak Forest, IL 60452

   J & B Properties                            $40,000
   404 Roosevelt Road
   Glen Ellyn, IL 60137

   Hubbard-Shemansky Properties                $40,000
   Attn: Doug Hubbard
   1435 Second Avenue
   Des Plaines, IL 60018

   Terrence M. Johannes                        $29,829
   17229 Oleander
   Tinley Park, IL 60477

   Goerlich's                                  $28,000
   Attn: Jack Donaldson
   300 Dixie Trail, Building O
   Goldsboro, NC 27530

   Lloyd Crawford                              $24,000
   c/o John Billhorn Esq.
   515 North State, Suite 2200
   Chicago, IL 60610

   Advanta Bank                                $19,000
   P.O. Box 8088
   Philadelphia, PA 19101

   Capitol One                                 $18,000
   P.O. Box 34631
   Seattle, WA 97123

   American Express                            $16,000
   P.O. Box 0002
   Fort Lauderdale, FL 33336

   CAL Limited Partnership                     $15,000
   Attn: Mrs. Heywood
   515 East End Avenue
   Calumet City, IL 60409

   Plaitinum Plus Card                         $14,500
   P.O. Box 15469
   Wilmington, DE 19886

   CitiBusiness Bankcard                       $11,000
   P.O. Box 6309
   The Lakes, NV 88901

   Waste Management                            $10,500
   1411 Opus Place, # 400
   Downers Grove, IL 60515

   Ratiel Patel                                 $9,300
   2607 West Farragut Avenue
   Chicago, IL 60625

   Ameritech                                    $9,000
   Attn: Malorie Heard
   200 East Randolph, 68th Floor
   Chicago, IL 60601

   Leta Bruckner                                $8,000
   114 North 8th Street
   Shelbyville, IL 63565

   Nicor Gas                                    $7,700
   P.O. Box 310
   Aurora, IL 60507

   Bank of America                              $7,500
   P.O. Box 60073
   City Of Industry, CA 91716

   Rose Financial                               $5,500
   Attn: L. Lichtenstein
   20 North Clark Street #801
   Chicago, IL 60602

   American Welding                             $5,100
   801 Powell Avenue
   Joliet, IL 60432

   Cabot Properties                             $5,000
   Attn: Ray
   One Beacon Street, 17th Floor
   Boston, MA 02108

   CJC Lombard                                  $4,600
   740 East Street, Charles Road
   Lombard, IL 60148

   Leonard Schultz                              $4,000
   10113 South Saint Louis
   Evergreen Park, IL 60805

   Peoples Gas                                  $3,200
   130 East Randolph
   Chicago, IL 60601

   IMCO International                           $2,200
   Attn: Joyce Kozoba
   P.O. Box 1265
   Houston, TX 77210

   Cintass Corp.                                $1,200
   P.O. Box 5
   Bedford Park, IL 60499

   ADP Inc.                                     $1,200
   100 Northwest Point Boulevard
   Elk Grove Village, IL 60007

   Certegy Check Services                       $1,000
   P.O. Box 30038
   Tampa, FL 33630


FLY AMERICA: Files Notice Under Bankruptcy and Insolvency Act
-------------------------------------------------------------
Fly America Furniture Inc. has initiated a restructuring process.
As a first step, Fly America Furniture has filed a notice of
intention pursuant to the Bankruptcy and Insolvency Act of Canada
to make a proposal to its creditors in order to allow Fly America
to facilitate an operational, commercial, financial and corporate
restructuring.

The Management of Fly America and its advisors are now working on
a restructuring and revitalization plan in order to maximize the
value of Fly America for all parties.  All of five of the Fly
America furniture and decorative accessory stores in Quebec are
open for business.

Fly America Furniture owns and operates five unique furniture and
decorative accessories stores open in Quebec.


FORD CREDIT: S&P Lifts Ratings on Six Certificate Classes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 14
classes of notes and certificates from six Ford Credit Auto Owner
Trust securitizations, which were originated between 2002 and
2004.  At the same time, ratings on 17 classes of notes and
certificates from the same six transactions are affirmed.

The rating actions primarily reflect the increased credit
enhancement -- as a percentage of the current pool balance --
available to cover expected remaining losses as the collateral
pools continue to amortize.  In addition, each of the six
transactions is displaying cumulative net losses that are
below Standard & Poor's initial expectations.

The sequential pay structure incorporated in each securitization
has led to increased levels of subordination -- as a percent of
the declining pool balances -- for the A, B, and C notes.  At the
same time, realized excess spread -- including excess spread
generated by the yield-supplement over collateralization
receivables -- has helped keep the non-amortizing, fully
funded reserve account -- available to cover losses on all classes
-- at its floor of 0.50% of the initial gross pool balance for
each transaction.

A pool of automobile retail, installment-sales contracts supports
each securitization.  As of the September 2005 distribution date,
each securitization had between 16 and 38 months of performance,
and had current collateral pool balances that represented between
10.72% and 50.63% of their initial balances.

If any of the transactions experience losses, cash flow is
reprioritized away from subordinated interest to pay senior
principal.  Additionally, each transaction is structured with a
yield-supplement over collateralization amount that is used to
cover shortfalls in yield stemming from the underwater contracts
included in the transactions.  However, the yield-supplement over
collateralization amount is also available to cover losses.

Standard & Poor's expects the remaining credit support will be
sufficient to support the notes and certificates at their new
rating levels.

                         Ratings Raised

              Ford Credit Auto Owner Trust 2002-1

                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                      D     BBB+        BB

              Ford Credit Auto Owner Trust 2002-2

                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                      C     AAA         AA
                      D     BBB+        BB

              Ford Credit Auto Owner Trust 2002-3

                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                      C     AAA         AA-
                      D     BBB+        BB

              Ford Credit Auto Owner Trust 2003-A

                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                      C     AAA         A
                      D     BBB         BB

              Ford Credit Auto Owner Trust 2003-B

                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                     B-1    AAA         AA+
                     B-2    AAA         AA+
                      C     AA+         A-
                      D     BBB         BB

              Ford Credit Auto Owner Trust 2004-A

                                Rating
                                ------
                    Class   To          From
                    -----   --          ----
                      B     AA-         A
                      C     A-          BBB
                      D     BBB-        BB

                        Ratings Affirmed

              Ford Credit Auto Owner Trust 2002-1

                         Class   Rating
                         -----   ------
                           A      AAA
                           B      AAA
                           C      AAA

             Ford Credit Auto Owner Trust 2002-2

                         Class   Rating
                         -----   ------
                           A      AAA
                           B      AAA

             Ford Credit Auto Owner Trust 2002-3

                         Class   Rating
                         -----   ------
                           A      AAA
                           B      AAA

             Ford Credit Auto Owner Trust 2003-A

                         Class   Rating
                         -----   ------
                         A-4a    AAA
                         A-4b    AAA
                         B-1     AAA
                         B-2     AAA

             Ford Credit Auto Owner Trust 2003-B

                         Class   Rating
                         -----   ------
                         A-3a    AAA
                         A-3b    AAA
                         A-4     AAA

             Ford Credit Auto Owner Trust 2004-A

                         Class   Rating
                         -----   ------
                         A-2     AAA
                         A-3     AAA
                         A-4     AAA


FREEDOM MEDICAL: Court Confirms Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Pennsylvania confirmed Freedom Medical Inc.'s Plan of
Reorganization on October 12, 2005.

The Court found that the Plan satisfies the 13 standards for
confirmation required under Section 1129(a) of the Bankruptcy
Code.

The Plan will enable the Debtor to successfully emerge from
bankruptcy, preserve its business, maintain jobs and allow
creditors to realize the highest recoveries.

Under the Plan, administrative claims, priority claims, secured
tax claims, Canon Financial, Marlin and other priority claims will
be paid in full.

Greenwich Capital Financial Products, Inc., owed $21,433,585, will
be repaid in equal monthly principal installments of $120,000
until Dec. 31, 2007.  Payment to the lender could be less if the
Debtor makes a prepayment in accordance with a schedule of
Discounted Payoff Amounts.  The Discounted Payoff Amounts range
from $16.5 million (of payment is received on or before Oct. 31,
2005) to $19 million (if payment is received on or before June 30,
2007).  Greenwich is expected to recover 78% to 99% of its claim.

Med One Capital, Inc.'s $60,008 claim will be paid in full.
However, the Debtor won't make payments to the claimant's lawyer.

Maquet asserts a disputed $380,000 claim.  According to the
Debtor's schedules, Maquet is owed $33,095 which, pursuant to the
Plan, will be paid in full.

As for the Debtor's action against RBC Dain Rauscher, the plan
outlines two options.  If Freedom's successful in the RBC
litigation, RBC's $76,525 claim will be setoff against the
judgment in favor of the Debtor.  If the judgment is in favor of
RBC, then its claim will be allowed as an allowed general
unsecured claim.

General unsecured creditors, owed between $729,387 to $2,066,701
in the aggregate, will recover 12.1% to 34.3% of their claims.

The recovery amount will depend on:

   a) successful prosecution of objections to proofs of claim;
      and

   b) whether Frank Gwynn and Dominic Greco, the Debtor's
      respective President and CEO, will agree to waive their
      unsecured claims.

Convenience claims -- claims less than $____ or claims held by
creditors who agree to reduce the amount of their unsecured claim
to $_____ -- will recover ___% of the claim in cash, but no more
than $250.

Equity interest holders will retain their shares in exchange for a
$50,000 aggregate cash contribution.

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc.,
-- http://www.freedommedical.com/-- sells electronic medical
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  Barry D. Kleban, Esq., at
Adelman Lavin Gold and Levin represents the Debtor.  When Freedom
Medical filed for protection from its creditors, it listed
estimated assets and debts of more than $50 million.


GATEWAY EIGHT: Court Confirms Amended Plan of Reorganization
------------------------------------------------------------
The Honorable William C. Hillman of the U.S. Bankruptcy Court for
the District of Massachusetts confirmed the First Modified Plan
of Reorganization for Gateway Eight Limited Partnership proposed
by the Employees' Retirement System of Rhode Island through the
State Investment Commission.

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

                        About the Plan

The Plan provides for the preservation of certain rights to sue
creditors who received payments made by the Debtor out of the
ordinary course of business after Sept. 1, 2004, the right to sue
Boston Financial Data Services, and certain other parties.

Under the Plan, General Administrative Claims, Priority Tax
Claims, and Class 2 Allowed Miscellaneous Secured Claims will be
paid in full.

These Classes are impaired under the Plan:

   -- Class 1 Allowed ERS Secured Claims,
   -- Class 3 Allowed Unsecured Claims,
   -- Class 4 Allowed Equity Interests, and
   -- Class 5 Purported Ground Lease.

Though impaired, ERS is willing to accept less than par under the
terms of its Plan.  Confirmation of the Plan will constitute ERS'
foreclosure on its Collateral.  ERS agrees to accept the ERS Cash
Collateral (defined in the Plan), the ERS Lease Collateral
(essentially claims against BFDS) and the ERS Property Collateral
Proceeds in exchange for the cancellation and release of all Liens
securing its loans.

Allowed unsecured claims, including Trade Claims, will receive a
pro rata share of a $30,000 "Trade Claim Gift".  ERS believes that
the Trade Creditors will not receive anything under the Plan,
except from the Trade Claim Gift.

Equity interest holders will receive their pro rata share of any
Plan Trust Proceeds after payment in full of all allowed unsecured
claims.

                     Plan Implementation

The ERS Property Collateral will be transferred pursuant to an
Auction and Bidding Procedures.  Under the Plan, ERS will make an
opening bid of $17,900,000 for the Debtor's Gateway Building
property located at One American Express Plaza, 99 Park Row, in
Providence, Rhode Island.

Developed by CGV, Inc., the four-story building consists of
113,609 rentable square feet and a 2-level subterranean parking
garage with 150 parking spaces.

Any competing Bid must offer at least $18,000,000 for the
Property.  Qualified buyers or lessees of the Property may be
eligible for some tax or employment-related incentives through:

      Mr. Richard Reed
      Rhode Island Economic Development Corporation
      One West Exchange Street
      Providence, RI 02903
      Tel: (401) 222-2601 extension 103
      Fax: (401) 274-1381

                         Plan Trust

On the effective date, the Plan Trust will be formed in a manner
reasonably acceptable to the Successful Bidder.  The Plan Trust
will consist of:

   -- all Causes of Action that are not ERS Collateral;

   -- any other assets of the Debtor, which are ERS Collateral;

   -- any ERS Property Collateral Proceeds remaining after
      payment of Allowed Senior Secured Claims;

   -- the ERS Secured Claim and Miscellaneous Secured Claims
      against Boston Financial Data Services under the Tax
      ordinance;

   -- the ERS Plan Trust Funding Contribution; and

   -- cash portion of the CGV Realty Special Plan Contribution.

William R. Baldiga, Esq., Kevin L. Nulton, Esq., and Meghan E.
Walt, Esq., at Brown Rudnick Berlack Israels LLP represent the
Employees' Retirement System of Rhode Island.

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

   http://www.researcharchives.com/bin/download?id=050831024241

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/-- is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  Macken Toussaint,
Esq., at Goodwin Procter LLP, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


GENTEK INC: Abrams Capital Commences Tender Offer for Warrants
--------------------------------------------------------------
Abrams Capital, LLC, together with ACP Acquisition, LLC and Great
Hollow Partners, LLC, commenced a tender offer to purchase all of
the outstanding Tranche B Warrants and Tranche C Warrants of
GenTek Inc. for a purchase price of $4.25 per Tranche B Warrant
and $4.75 per Tranche C Warrant, each net to the seller in cash.

The Tranche B Warrants and the Tranche C Warrants are principally
quoted on the OTC Bulletin Board and trade under the symbols
"GETIZ" and "GETIL".  The tender price for the Tranche B Warrants
represents a premium of 30.8% over the closing sales price of the
Tranche B Warrants as reported by the OTC Bulletin Board on
October 13, 2005, which was the last day that the Tranche B
Warrants traded, and the tender price for the Tranche C Warrants
represents a premium of 35.7% over the closing sales price of the
Tranche C Warrants as reported by the OTC Bulletin Board on
October 13, 2005, which was the last day that the Tranche C
Warrants traded.

Abrams is acquiring the Warrants for investment purposes and is
not seeking to acquire control of GenTek.  Given the relative
illiquidity of the market for the Warrants, the tender offer
represents the most effective way for Abrams to acquire the
Warrants and increase its equity position in GenTek.

The tender offer will expire at 12:00 midnight, New York City
time, on Monday, November 14, 2005, unless the offer is extended.
Tenders of Warrants must be made on or prior to the expiration
date, and Warrants tendered may be withdrawn at any time on or
prior to the expiration date.

On the terms and subject to the conditions of the tender offer,
warrantholders of GenTek will have the opportunity to tender all
or a portion of their Warrants for a purchase price of $4.25 per
Tranche B Warrant and $4.75 per Tranche C Warrant, each net to the
sellers in cash.  Abrams will pay the Purchase Price, without
interest, promptly after expiration of the tender offer. Abrams
has sufficient cash on hand to purchase any and all Warrants
validly tendered and not withdrawn in the Offer.  The tender offer
is not conditioned on the tender of any minimum number of Warrants
or any required financing, but is subject to certain customary
conditions described in the Offer to Purchase.

Mellon Investor Services, LLC is the depositary for the tender
offer, and D.F. King & Co., Inc. is the information agent.  Any
questions concerning the tender offer may be directed to D.F. King
& Co., Inc. at (800) 487-4870.  Copies of the Offer to Purchase
and the related Letter of Transmittal and other tender offer
materials may be obtained from D.F. King & Co., Inc., and copies
will be furnished promptly at Abrams' expense.

Neither GenTek Inc. nor its board of directors has made any
recommendation to warrantholders as to whether to tender or
refrain from tendering their Warrants.  Within 10 business days,
GenTek is required by law to publish, send or give to
warrantholders a statement as to whether it recommends acceptance
or rejection of the tender offer, that it has no opinion and is
remaining neutral toward the tender offer or that it is unable to
take a position with respect to the tender offer.

Headquartered in Hampton, New Hampshire, GenTek Inc. (NASDAQ:GETI)
-- http://www.gentek-global.com/-- is a technology-driven
manufacturer of communications products, automotive and industrial
components, and performance chemicals.  The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders.  Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company.  Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service has assigned the following new ratings
to GenTek Inc., a diversified industrial company.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transaction.

The new ratings assigned are:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.


GENTEK INC: Plans to Prepay $3MM of 1st Lien Term Loan This Month
-----------------------------------------------------------------
GenTek Inc. (NASDAQ: GETI) plans to voluntarily prepay an
additional $3 million of its first lien term loan during the month
of October.  This October prepayment is in addition to the
$6 million of voluntary prepayments made by the Company during the
third quarter and is a result of continued operating and working
capital improvements.

"The action we are announcing today demonstrates the company's
continued commitment to improving operating cash flow, further
reducing leverage and driving shareholder value," said William E.
Redmond, Jr., President and CEO of GenTek Inc., adding that "This
payment will bring GenTek's total voluntary prepayments since
August to $9 million, reflecting a sustained and coordinated
effort by the company to reduce its outstanding debt and better
position itself for future growth."

Headquartered in Hampton, New Hampshire, GenTek Inc. (NASDAQ:GETI)
-- http://www.gentek-global.com/-- is a technology-driven
manufacturer of communications products, automotive and industrial
components, and performance chemicals. The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders. Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company. Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring. When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service has assigned the following new ratings
to GenTek Inc., a diversified industrial company.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transaction.

The new ratings assigned are:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.


GRAPHIC PACKAGING: Lenders Agree to Relax Financial Covenants
-------------------------------------------------------------
Graphic Packaging International, Inc., a wholly owned subsidiary
of Graphic Packaging Corporation, has obtained an amendment to its
$1.6 billion Credit Agreement to relax the terms of its
Consolidated Interest Expense Ratio and its Consolidated Leverage
Ratio covenants.

"We appreciate the continued support of our lenders. The
additional covenant flexibility provided by the amendment will
enable management to focus on the Company's operations as opposed
to its financial covenants," said Stephen M. Humphrey, the
Company's President and Chief Executive Officer.

Specifically, the Second Amendment relaxes the Consolidated
Leverage Ratio and the Consolidated Interest Expense Ratio:

                       Consolidated             Consolidated
For Fiscal           Leverage Ratio       Interest Expense Ratio
Quarters Ending    Existing  As Amended   Existing    As Amended
---------------    --------  ----------   --------    ----------
  2005
  Sept. 30, 2005    6.15 to   6.75 to      2.25 to     1.75 to
                    1.00      1.00         1.00        1.00
  Dec. 31, 2005     5.75 to   6.75 to      2.35 to     1.75 to
                    1.00      1.00         1.00        1.00

  2006
  March 31, 2006    5.75 to   6.75 to      2.35 to     1.75 to
                    1.00      1.00         1.00        1.00
  June 30, 2006     5.75 to   6.75 to      2.35 to     1.75 to
                    1.00      1.00         1.00        1.00
  Sept. 30, 2006    5.75 to   6.75 to      2.35 to     1.75 to
                    1.00      1.00         1.00        1.00
  Dec. 31, 2006     5.25 to   6.75 to      2.50 to     1.75 to
                    1.00      1.00         1.00        1.00

  2007
  March 31, 2007    5.25 to   6.50 to      2.50 to     1.75 to
                    1.00      1.00         1.00        1.00
  June 30, 2007     5.25 to   6.50 to      2.50 to     1.75 to
                    1.00      1.00         1.00        1.00
  Sept. 30, 2007    5.25 to   6.50 to      2.50 to     1.75 to
                    1.00      1.00         1.00        1.00
  Dec. 31, 2007     4.75 to   6.00 to      2.75 to     1.85 to
                    1.00      1.00         1.00        1.00

  2008
  March 31, 2008    4.75 to   6.00 to      2.75 to     1.85 to
                    1.00      1.00         1.00        1.00
  June 30, 2008     4.75 to   6.00 to      2.75 to     1.85 to
                    1.00      1.00         1.00        1.00
  Sept. 30, 2008    4.75 to   6.00 to      2.75 to     1.85 to
                    1.00      1.00         1.00        1.00
  Dec. 31, 2008     4.50 to   5.50 to      2.90 to     2.00 to
                    1.00      1.00         1.00        1.00

  2009
  March 31, 2009    4.50 to   4.50 to      2.90 to     2.90 to
  and thereafter    1.00      1.00         1.00        1.00

In addition to the changes to the financial covenants, the Second
Amendment modifies the pricing for the Term Loan by increasing the
applicable margin by 0.25% if, and for so long as, Graphic
Packaging's indebtedness under the Credit Agreement is rated less
than B+ by Standard & Poor's Ratings Group (a division of The
McGraw Hill Companies Inc.) or less than B1 by Moody's Investors
Service, Inc.

Graphic Packaging expects to close the amendment transaction
within several days.

                 Senior Secured Credit Agreement

The Company entered into and borrowed under the Senior Secured
Credit Agreement, dated as of August 8, 2003, among Graphic
Packaging International and the several lender parties which
provides for aggregate maximum borrowings of $1.6 billion under:

    (a) a term loan facility providing for term loans in an
        aggregate principal amount of $1.275 billion in two
        tranches, consisting of Tranche A term loans and Tranche B
        term loans; and

    (b) a revolving credit facility providing for up to $325
        million in revolving loans (including standby and
        commercial letters of credit) outstanding at anytime, to
        Graphic Packaging International.

The Senior Secured Credit Agreement is collateralized by
substantially all of the Company's domestic assets.

                First Amendment to the Agreement

On Oct. 1, 2004, the Company entered into the First Amendment to
the Senior Secured Credit Agreement.  The First Amendment
consolidated the Company's $142.5 million Term Loan A and $1,113.8
million Term Loan B under the Senior Secured Credit Agreement into
one $1,256.3 million Term Loan C, but did not change any of the
terms of the Company's $325 million revolving credit facility
under the Senior Secured Credit Agreement.

The First Amendment reduces the interest rate on Graphic Packaging
International's term loans by 25 basis points and provides a step-
down provision that automatically reduces the interest rate
another 25 basis points if the Company achieves a leverage ratio
below 4.75 to 1.00.

                    Covenant Restrictions

The Credit Agreement imposes restrictions on the Company's ability
to make capital expenditures and both the Senior Secured Credit
Agreement and the indentures governing the Senior Notes and Senior
Subordinated Notes limit the Company's ability to incur additional
indebtedness.  The covenants contained in the Credit Agreement,
among other things, restrict the ability of the Company to dispose
of assets, incur additional indebtedness, incur guarantee
obligations, prepay other indebtedness, make dividend and other
restricted payments, create liens, make equity or debt
investments, make acquisitions, modify terms of indentures under
which the Notes are issued, engage in mergers or consolidations,
change the business conducted by the Company and its subsidiaries,
make capital expenditures and engage in certain transactions with
affiliates.

At December 31, 2004, the Company was in compliance with the
financial covenants in the Senior Secured Credit Agreement, as
amended.

                      Material Weakness

In the Company's Form 10-Q for the quarter ended June 30, 2005
submitted to the Securities and Exchange Commission on Aug. 9,
2005, the Company reported that its management carried out an
evaluation, with the participation of its Chief Executive Officer
and Cheif Financial Officer, of the effectiveness of the Company's
disclosure controls and procedures pursuant to Rule 13a-15 of the
Securities Exchange Act of 1934, as amended.  Based on the
evaluation, the Company's management concluded that the Company's
disclosure controls and procedures were not effective as of June
30, 2005, solely because of a material weakness in internal
control over financial reporting with respect to accounting for
deferred taxes.

Headquartered in Marietta, Georgia, Graphic Packaging
International, Inc. -- http://www.graphicpkg.com/-- is a leading
provider of paperboard packaging solutions to multinational food,
beverage and other consumer products companies.  The Company's
customers include some of the most widely recognized companies in
the world.


H&E EQUIPMENT: $200M IPO Prompts S&P to Review Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on H & E
Equipment Services LLC on CreditWatch with positive implications,
including the 'B+' corporate credit rating on the company.

H & E has filed an IPO for approximately $200 million in gross
proceeds including over-allotments.

"If completed, the offering will improve the company's credit
profile and possibly lead to a slight upgrade," said Standard &
Poor's credit analyst John R. Sico.

H & E plans to use the net proceeds to make an acquisition, to buy
equipment that is currently leased, and to repay borrowings under
its revolving credit facility.

The company is currently owned by Bruckmann, Rosser, Sherrill &
Co. LP and by H & E management.  They are not selling any stock in
the company, and upon completion of the IPO, they will own about
two-thirds of it.  H & E has seen an improvement in operating
performance in line with the recovery in the equipment rental
industry, and 2006 prospects appear favorable.  The company has
recently filed its 2004 Form 10-K and its 10-Qs for the first and
second quarters of 2005 following delays so that its new auditors
could review financial statements for the two prior fiscal years.

H & E, based in Baton Rouge, La., is a regional operator in the
competitive equipment rental industry.  The company offers
construction and industrial equipment for sale or rent through a
network of 41 locations in the intermountain and Gulf Coast
regions of the U.S.

Standard & Poor's will meet with management to review its business
strategy and financial policies before taking any rating action.


HEATING OIL: Gets Final Court Nod on $115 Million DIP Financing
---------------------------------------------------------------
Heating Oil Partners, L.P., Heating Oil Partners Income Fund
(TSX:HIF.UN) operating subsidiary, received final approval from
the U.S. Bankruptcy Court for the District of Connecticut to
utilize a $115 million debtor-in-possession revolving credit
facility.  The Company will be seeking an order in Canada
recognizing the U.S. approval.

The Company had previously received preliminary approval to
utilize the DIP Facility as part of the initial Chapter 11 and
CCAA filings.

The Fund indirectly owns approximately 88.1% of HOP, one of the
largest residential heating oil distributors in the United States.
HOP delivered over 236 million gallons of heating oil and other
refined liquid petroleum products for the twelve months ended
June 30, 2005, to approximately 137,000 residential, fleet and
commercial customers, primarily in Connecticut, Delaware,
Maryland, Massachusetts, New Jersey, New Hampshire, New York,
Pennsylvania, Rhode Island, Virginia and the District of Columbia.
HOP's operations are conducted through 16 regional distribution
and service centers.  From these centers, HOP provides its
customers with a full range of value-added services, including the
delivery of heating oil and the installation, maintenance and
service of furnaces, boilers, heating equipment and air
conditioners on a 24 hours-a-day, 365 days-a-year basis.

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  The Company and its subsidiaries filed for
chapter 11 protection on Sept. 26, 2005 (Bankr. D. Conn. Case No.
05-51271) and filed for recognition of the chapter 11 proceedings
under the Companies' Creditors Arrangement Act (Canada).  Craig I.
Lifland, Esq., and James Berman, Esq., at Zeisler and Zeisler,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$127,278,000 in total assets and $155,033,000 in total debts.


HMSC CORP: S&P Rates $210 Million Senior Credit Facility at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counter party
credit rating to HMSC Corp. and its 'B+' senior secured debt
rating to HMSC's $210 million senior credit facility, which
consists of a $190 million first lien term loan and a $20 million
revolving credit line.  At the same time, Standard & Poor's
assigned its 'B-' senior secured subordinated debt rating to the
company's $70 million second lien term loan.  The outlook is
stable.

HMSC is the intermediate holding company of Swett & Crawford Group
Inc., the nation's largest wholesale insurance broker.  The
ratings reflect the company's highly leveraged capital structure,
limited financial flexibility, and low-quality balance sheet due
to the large amount of intangibles.  "Partially offsetting these
negative factors are S&C's strong competitive position as the
number one wholesale insurance broker in the country, and a
seasoned management team that has historically delivered a very
strong operating performance," observed Standard & Poor's credit
analyst Taoufik Gharib.

Standard & Poor's expects S&C, as a stand-alone entity, to
organically grow its revenues by about 10% in 2006.  It will
continue to generate strong earnings in 2006 in both of its core
divisions, brokerage and underwriting.  As an independent entity,
S&C will benefit from lower expenses, as Aon Corp.'s corporate
cost allocations will be eliminated.  The company's business
margin is expected to continue to be healthy and to outperform its
immediate competitors'.  The pretax operating income and ROR will
significantly decrease in 2006 because of interest expense on its
debt -- first and second lien term loans, which will affect the
company's results.  However, this negative effect will be
alleviated in the following years as the company gradually pays
down its first lien term loan.  The high free cash flow
characteristics of the business are enhanced by the tax
acquisition structure with $10 million in cash tax savings per
year in the next 15 years.  The debt leverage is expected to
decrease to about 60% by year-end 2006, 52% in 2007, and 42% in
2008.

EBITDA interest coverage is expected to be 3x in 2006 and improve
further.  Given its high leverage structure, S&C is vulnerable to
unforeseen events that may increase its risk of financial distress
and harm the rating.  Alternatively, if the company performs
within the aforementioned expectations, the outlook might be
revised to positive.


INDIANAPOLIS POWER: Fitch Raises Preferred Stock Rating to BBB-
---------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
the ratings of Indianapolis Power & Light Company and IPALCO
Enterprises, Inc., where they were initially placed on Jan. 18,
2005, pending completion of parent company AES Corporation's
ratings review.  The Rating Outlook is Stable.

IPL and IPALCO's ratings reflect the low business risk associated
with IPL's utility operations, the absence of fuel price
volatility, and the constructive regulatory environment in
Indiana.  IPALCO's ratings also consider the structural
subordination of IPALCO's debt to that of IPL, the reliance on
distributions from IPL to service debt and operating expenses, and
linkage to much weaker parent company AES.  Various regulatory and
contractual ring-fencing mechanisms limit IPL's ability to
upstream dividend payments and provide some insulation from the
credit risk of IPALCO and AES.  However, Fitch recognizes that IPL
and IPALCO have some exposure and credit linkage to AES.

While recognizing the linkage with AES, the upgrades in the
ratings of IPL and IPALCO acknowledge the significant progress
made in improving AES' credit profile.  Following the completion
of its review, Fitch upgraded the ratings of AES to reflect the
retirement of a substantial amount of parent company recourse debt
and improved liquidity.  In addition, AES has refinanced several
near-term debt maturities and extended the company's debt maturity
profile.  The company has successfully accessed both the debt and
equity markets on a number of occasions in the past 18 months.
Furthermore, AES has in place a $450 million revolving credit
facility, which significantly improves the company's liquidity
position.  Finally, AES management has affirmed the goal of
continued debt reduction, committing to $600 million in parent
company debt retirements in 2005.  In this regard, AES called for
early redemption of approximately $112 million of notes in May
2005.  These notes were redeemed in full on June 1, 2005.

IPALCO is a holding company whose principal subsidiary is IPL.
IPL is a regulated electric utility, principally engaged in
providing generation, transmission, distribution, and sale of
electric energy to more than 460,000 customers in the Indianapolis
metropolitan area.  About 99% of the company's power generated --
3,252 MW net summer capability -- is coal-fired.  The company
plans for a reserve margin of approximately 12%. IPALCO is a
wholly owned subsidiary of AES.

Fitch has upgraded these ratings:

   Indianapolis Power & Light Company

     -- First mortgage bonds to 'BBB+' from 'BBB';
     -- Secured PCRBs to 'BBB+' from 'BBB';
     -- Unsecured PCRBs to 'BBB' from 'BBB-';
     -- Preferred stock to 'BBB-' from 'BB+';
     -- Rating Outlook Stable.

   IPALCO Enterprises, Inc.

     -- Senior notes to 'BBB-' from 'BB';
     -- Rating Outlook Stable.


INTERNATIONAL PAPER: Appoints Marianne Parrs Executive VP & CFO
---------------------------------------------------------------
International Paper (NYSE: IP) Chairman and Chief Executive
Officer John Faraci reported the appointment of Marianne Parrs
Executive Vice President and Chief Financial Officer, effective
immediately.

"Having previously served as our CFO and having served most
recently as interim CFO, Marianne is the right person to lead IP's
finance functions going forward.  She has been at the center of
our strategic planning and decision making, which makes her the
ideal person to take the CFO role as we execute our transformation
strategy," Mr. Faraci said.

Mr. Parrs, 61, joined International Paper in 1974 as a pension
trust investment manager.  She became senior vice president and
chief financial officer in September 1995.  She has also been
director of Investor and Shareowner Relations, director of
Corporate Communications, controller of Printing Papers and staff
vice president of Tax.  She was named executive vice president in
1999. More recently, she has been responsible for information
technology and the company's supply chain improvement project.

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

                         *     *     *

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

International Paper Company:

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

International Paper Capital Trust II:

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

International Paper Capital Trust IV:

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

Champion International Corporation:

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

Union Camp Corporation:

   * Senior Unsecured Baa2


INTERPUBLIC GROUP: Fitch Junks Preferred Stock & Rates Bonds at B+
------------------------------------------------------------------
Fitch Ratings assigns a 'CCC+' rating to The Interpublic Group of
Companies' proposed cumulative convertible perpetual preferred
stock and assigns a 'CCC+' to the existing 5.375% mandatory
convertible preferred stock with an 'R6' recovery rating assigned
to both.  Proceeds of this issuance will be used for general
corporate purposes.  The Rating Outlook is Stable.

Fitch's current ratings for IPG are as follows:

   -- Issuer default rating 'B+';
   -- Senior unsecured credit facility 'B+', recovery rating 'R4';
   -- Senior unsecured notes 'B+', recovery rating 'R4'.

The ratings continue to reflect weak financial performance, which
has been driven by numerous accounting and operational challenges;
continued integration issues from the company's restructuring
initiatives, including major management changes, the ongoing
material weaknesses, and internal control issues, which have yet
to be remedied; and ongoing risk of client losses.  These risks
are balanced somewhat by IPG's position in the industry as a
leading global advertising holding company and its diverse client
base with long-term relationships with key accounts.  Also, the
management team has made progress on its key initiatives of
strengthening the balance sheet and improving financial
flexibility, further demonstrated by this transaction.  The
company expects the new talent at its agencies to drive revenue
growth in excess of the high compensation costs it incurred to
attract the individuals.

The Stable Rating Outlook reflects Fitch's belief that IPG has
some additional room for operational shortfall within its rating
category.  Fitch believes that credit metrics will be strained
through the remainder of 2005 but should improve thereafter.  The
Stable Outlook is also supported by adequate financial
flexibility, which is enhanced by the planned transaction.  IPG
has demonstrated continued access to the capital markets during
this period of financial stress.  IPG amended and renewed its bank
credit facility, retaining all 10 banks in its previous syndicate.
The company also increased the capacity of the revolver to $500
million from $450 million on Oct. 17, 2005.  IPG also issued $250
million senior unsecured notes in July 2005 to redeem its $250
million notes due October 2005.  This issuance of $500 million
cumulative perpetual preferred stock is expected to be used to
fund its cash restatement-related obligations and to support
general corporate purposes.  Also, IPG spends between $150
million-$200 million on capital expenditures, but much of that is
believed to be discretionary and available as necessary.  IPG has
minimal debt maturities in 2006 and 2007.

By filing its financial statements and renewing its credit
facility, Fitch believes that negative event risk has diminished
but recognizes challenges still exist as it relates to a pending
SEC investigation, remediation of its internal control weaknesses,
and potential shareholder lawsuits.  In addition, heightened
operational risk, financial risk, and execution risk will likely
persist for over 12 months.

Fitch revised its Outlook on IPG to Stable from Negative on Oct.
13, 2005.  See Fitch's press release, dated Oct. 13, 2005, on the
Fitch web site at http://www.fitchratings.com/for additional
details.


INTERSTATE BAKERIES: Union Locals Ratify Extended Labor Contracts
-----------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) reached agreement
with the International Brotherhood of Teamsters local bargaining
units within the Northeast Profit Center to modify and extend
through July 31, 2010, the existing collective bargaining
agreements that govern their employment with IBC.

Of the 14 proposed extension agreements for the region that
includes New York, New Jersey, Massachusetts, Connecticut, Maine,
Maryland, Delaware and Pennsylvania, 12 have been ratified by the
union locals and the remaining two have been submitted for
ratification.  The 14 extension agreements cover approximately
2,100 employees.

In anticipation that it will reach similar agreements with union
locals in other parts of the country, the Company said it will
move forward with the PC restructuring process that it deferred in
August.

IBC said it would recommence the consolidation of routes, depots
and thrift stores in its Northern and Southern California PCs, and
would close its bakery in Lakewood, Washington, and consolidate
routes, depots and thrift stores in its Northwest PC.  Subject to
bankruptcy court approval, IBC expects to complete the
consolidation in the Northwest PC by Dec. 17, 2005, at which time
IBC's bread products will no longer be sold in the states of
Washington and Oregon.  Branded cake products, however, will
continue to be available in those markets.  The consolidation is
expected to affect approximately 200 bakery production workers.

As previously reported in the Troubled Company Reporter, IBC said
that members of Bakery Drivers Union Local 550 and Bakery Drivers
and Salesmen Local 701 (collectively approximately 500 employees)
employed in the New York City metropolitan area had ratified long-
term extensions of their labor contracts, and that efforts to
consolidate operations elsewhere in the nation likely would be
deferred until similar agreements by union locals had been
negotiated.  At the time, the Company also indicated that the
agreements may result in fewer terminations of non-production
employees than previously announced.

"Negotiation and ratification of these extensions in the Northeast
is a critical milestone in our restructuring efforts," said Tony
Alvarez II, chief executive of IBC and co-founder and co-chief
executive of Alvarez & Marsal, the global corporate advisory and
turnaround management services firm.

"In light of the lessons learned in our negotiations in the
Northeast, we now believe that it is prudent to resume the
consolidation process and reduce the uncertainty in the
organization caused by the previously announced deferral."

"We are hopeful that, using the union agreements negotiated with
Richard Volpe, IBT International VP and Director of the Bakery
Conference of the U.S. and Canada, in the Northeast as a
framework, we will be able to negotiate similar agreements with
IBT locals nationwide and thus move forward with the consolidation
of our remaining PCs."

In addition to the Northeast PC consolidation, the Company had
earlier disclosed the consolidation of its Florida, Mid-Atlantic,
Northern California and Southern California PCs.  The
consolidations in Florida and the Mid-Atlantic PCs had been
completed prior to the Aug. 22 announcement to defer
consolidations pending the union negotiations.  Also in August,
the Company disclosed the closing of its Davenport, Iowa, bakery.

Given the large number of collective bargaining agreements to
which the Company is a party, and notwithstanding the negotiations
noted above, there can be no assurances that satisfactory
agreements will be reached with other union collective bargaining
units.  Further, there can be no assurance that previously
announced consolidation plans will remain unaltered or that
further consolidation plans will be consistent with the
consolidations that have been announced previously or already
implemented.

The preliminary estimate of charges to be incurred in connection
with the bakery closing in the Northwest PC is approximately
$15 million, including approximately $1.5 million of severance
charges, approximately $11.5 million of asset impairment charges,
and approximately $2 million in other charges.  IBC further
estimates that approximately $3.5 million of such costs will
result in future cash expenditures and approximately $500,000 in
capital expenditures and accrued expenses to effect the
consolidation.  The costs associated with the consolidation of
routes, depots and thrift stores cannot be estimated at this time.

                       Pension Plans

As previously reported, IBC currently contributes to more than
40 multiemployer pension plans as required under various
collective bargaining agreements, many of which are underfunded.
The portion of a plan's under funding allocable to an employer
deemed to be totally or partially withdrawing from the plan as the
result of downsizing, job transfers or otherwise is referred to as
"withdrawal liability."

Certain of the plans have filed proofs of claim in IBC's
bankruptcy case alleging that partial withdrawals have already
occurred.  IBC disputes these claims; however, there is a risk
that the consolidation disclosed this week could significantly
increase the amount of the liability to IBC should a partial
withdrawal from the multiemployer pension plans covering the
Northwest PC employees be found to have occurred.  IBC is
conducting the Northwest PC consolidation in a manner that it
believes will not constitute a total or partial withdrawal from
the relevant multiemployer pension plans.  Nevertheless, due to
the complex nature of this determination, no assurance can be
given that withdrawal claims based upon IBC's prior action or
resulting from this consolidation or future consolidations will
not result in significant liabilities for IBC.  Should a partial
withdrawal be found to have occurred, the amount of any partial
withdrawal liability arising from the underfunded multiemployer
pension plans to which IBC contributes would likely be material
and could adversely affect our financial condition and, as a
general unsecured claim, any potential recovery to our
constituencies.

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

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


INTRAWEST CORP: Discloses Realignments of Executive Positions
-------------------------------------------------------------
Intrawest Corporation reported that that Gary Raymond, the head of
Intrawest Placemaking, would be resigning from the company later
this year to pursue other business interests.

Drew Stotesbury, chief financial officer of Intrawest Placemaking,
will assume the role of interim head of the division reporting
directly to Joe Houssian, chairman, president and chief executive
officer of Intrawest.

"Gary embodies what Intrawest is today and he represents one of
the cornerstones on which this company has been built," said Joe
Houssian.  "He has played a significant role in building Intrawest
into one of the world's leading resort development companies, and
has created a strong foundation of people and assets from which we
will continue to prosper.  On behalf of all of us at Intrawest, I
would like to wish Gary all the best in his future endeavors."

Intrawest also reported that Michael Hannan, former executive vice
president of strategic and corporate development, has been
appointed president of Abercrombie & Kent with responsibility for
world-wide operations.  Mr. Hannan will report to Geoffrey Kent,
chairman and chief executive officer, and will remain at
Intrawest's corporate offices in Vancouver, BC.  A&K also reported
that Joss Kent has rejoined the company as chief operating officer
after a three year absence.  In addition, Brad Miller, former vice
president sales and marketing of Royal Caribbean Cruises is
joining A&K as executive vice president and chief development
officer with a focus on expanding the river and expedition cruise
business.

Intrawest Corporation (IDR:NYSE; ITW:TSX) --
http://www.intrawest.com/-- is one of the world's leading
destination resort and adventure-travel companies.   Intrawest has
interests in 10 mountain resorts in North America's most popular
mountain destinations, including Whistler Blackcomb, a host venue
for the 2010 Winter Olympic and Paralympic Games.  The company
owns Canadian Mountain Holidays, the largest heli-skiing operation
in the world, and a 67% interest in Abercrombie & Kent, the world
leader in luxury adventure travel.  The Intrawest network also
includes Sandestin Golf and Beach Resort in Florida and Club
Intrawest -- a private resort club with nine locations throughout
North America.  Intrawest is developing five additional resort
village developments at locations in North America and Europe.
Intrawest is headquartered in Vancouver, British Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on May 12, 2005,
Standard & Poor's Ratings Services revised its outlook to stable
from positive on Vancouver, British Columbia-based ski resort
operator Intrawest Corp.  At the same time Standard & Poor's
affirmed its 'BB-' corporate credit and 'B+' senior unsecured debt
ratings on the company.

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million.  In addition, these rating actions
were taken by Moody's:

   * Ratings assigned:

     -- U.S. dollar-denominated 7.5% senior notes, due 2013
        rated B1

     -- Canadian dollar-denominated 7.5% senior notes, due 2009
        rated B1

   * Ratings affirmed:

     -- Senior implied rating at Ba3
     -- Senior unsecured issuer rating at B1
     -- US$350 million 7.5% senior notes due 2013 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1
     -- US$135 million 10.5% senior notes due 2010 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1

The ratings outlook is stable.


IPALCO ENTERPRISES: Fitch Lifts Sr. Notes Ratings to BBB- from BB
-----------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
the ratings of Indianapolis Power & Light Company and IPALCO
Enterprises, Inc., where they were initially placed on Jan. 18,
2005, pending completion of parent company AES Corporation's
ratings review.  The Rating Outlook is Stable.

IPL and IPALCO's ratings reflect the low business risk associated
with IPL's utility operations, the absence of fuel price
volatility, and the constructive regulatory environment in
Indiana.  IPALCO's ratings also consider the structural
subordination of IPALCO's debt to that of IPL, the reliance on
distributions from IPL to service debt and operating expenses, and
linkage to much weaker parent company AES.  Various regulatory and
contractual ring-fencing mechanisms limit IPL's ability to
upstream dividend payments and provide some insulation from the
credit risk of IPALCO and AES.  However, Fitch recognizes that IPL
and IPALCO have some exposure and credit linkage to AES.

While recognizing the linkage with AES, the upgrades in the
ratings of IPL and IPALCO acknowledge the significant progress
made in improving AES' credit profile.  Following the completion
of its review, Fitch upgraded the ratings of AES to reflect the
retirement of a substantial amount of parent company recourse debt
and improved liquidity.  In addition, AES has refinanced several
near-term debt maturities and extended the company's debt maturity
profile.  The company has successfully accessed both the debt and
equity markets on a number of occasions in the past 18 months.
Furthermore, AES has in place a $450 million revolving credit
facility, which significantly improves the company's liquidity
position.  Finally, AES management has affirmed the goal of
continued debt reduction, committing to $600 million in parent
company debt retirements in 2005.  In this regard, AES called for
early redemption of approximately $112 million of notes in May
2005.  These notes were redeemed in full on June 1, 2005.

IPALCO is a holding company whose principal subsidiary is IPL.
IPL is a regulated electric utility, principally engaged in
providing generation, transmission, distribution, and sale of
electric energy to more than 460,000 customers in the Indianapolis
metropolitan area.  About 99% of the company's power generated --
3,252 MW net summer capability -- is coal-fired.  The company
plans for a reserve margin of approximately 12%. IPALCO is a
wholly owned subsidiary of AES.

Fitch has upgraded these ratings:

   Indianapolis Power & Light Company

     -- First mortgage bonds to 'BBB+' from 'BBB';
     -- Secured PCRBs to 'BBB+' from 'BBB';
     -- Unsecured PCRBs to 'BBB' from 'BBB-';
     -- Preferred stock to 'BBB-' from 'BB+';
     -- Rating Outlook Stable.

   IPALCO Enterprises, Inc.

     -- Senior notes to 'BBB-' from 'BB';
     -- Rating Outlook Stable.


J. CREW GROUP: All Holders of Senior Sub. Notes Tender Notes
------------------------------------------------------------
J. Crew Operating Corp. reported that pursuant to its previously
announced tender offer and consent solicitation, holders of 100%
of the outstanding principal amount of its 9-3/4% Senior
Subordinated Notes due 2014 (CUSIP No. 46612GAC1) have tendered
their Notes and delivered consents to proposed amendments to the
Indenture pursuant to which the Notes were issued.

The Company commenced the tender offer and consent solicitation on
October 3, 2005.  If the tender offer and consent solicitation are
consummated, holders of Notes who tendered their Notes at or prior
to the Consent Payment Deadline (which was October 14, 2005 at
5:00 pm New York City Time) will receive the Total Consideration
equal to $1,015.07 per $1,000 principal amount of the Notes
validly tendered, or 101.507% of their par value, plus accrued and
unpaid interest up to, but not including, the settlement date.

The right to withdraw tendered Notes and revoke consents will
expire upon the execution of the supplemental indenture containing
the proposed amendments to the Indenture, which is expected to
occur on or about October 17, 2005.  The proposed amendments will
become effective upon the Company's acceptance for payment of the
Notes tendered in the tender offer.

The tender offer and consent solicitation are scheduled to expire
at 9:00 am, New York City time, on November 1, 2005, unless
extended.  The consummation of the tender offer and consent
solicitation are conditioned upon the simultaneous closings of the
initial public offering of the Company's parent, J. Crew Group,
Inc., and a new senior secured term loan to be entered into by the
Company, as more fully described in the Company's offer to
purchase dated October 3, 2005.

Questions regarding the tender offer and consent solicitation
should be directed to Goldman, Sachs & Co., the sole Dealer-
Manager, at 212-357-7867 or 877-686-5059 (Attention: Credit
Liability Management Group).  Requests for assistance or
additional sets of the offer materials may be directed to Global
Bondholder Services Corporation, the Information Agent and
Depositary for the tender offer and consent solicitation, at 866-
873-6300.

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

                         *     *     *

As reported in the Troubled Company Reporter on 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.


LAKESHORE LAUNDRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lakeshore Laundry, Inc.
        701 Sixth Street
        Cadillac, Michigan 49601

Bankruptcy Case No.: 05-20767

Chapter 11 Petition Date: October 16, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: James L. Gilbert, Esq.
                  Gilbert & Gilbert, PC
                  1010 South Main
                  Cheboygan, Michigan 49721
                  Tel: (231) 627-5636

Total Assets: Not Provided

Total Debts:  $2,021,748

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   First National Bank                             $660,000
   St. Ignace, MI 49781

   First Bank                                      $410,000
   123 Main Street
   Mt. Pleasant, MI 48858

   First Bank                                      $400,000
   123 Main Street
   Mt. Pleasant, MI 48858

   Elizabeth Brown                                 $100,000

   Internal Revenue Service                        $100,000

   State of Michigan                                $60,000
   Bureau of Workers & Unemployment

   Michigan Department of Treasury                  $50,000

   City of Cadillac                                 $36,913
   City Treasurer's Office

   Co-Energy                                        $25,081

   Accident Fund                                    $25,000

   DTE Energy                                       $23,045

   Utilities Department                             $18,275

   EJ Thomas Co.                                    $16,761

   Constellation Newenergy                          $12,130

   Harleysville Insurance                           $11,090

   Exelon Energy                                     $8,525

   Dober Group                                       $7,905

   Bodman, Longley & Dahling                         $6,191

   CFO Services                                      $5,922

   Kanneglesser2425 109th Street                     $5,025


LEVITZ HOME: Organizational Meeting Today to Appoint Committee
--------------------------------------------------------------
The United States Trustee for Region 2, Deirdre A. Martini, will
convene an organizational meeting of Levitz Homes Furnishings,
Inc., and its debtor-affiliates' largest unsecured creditors
today, Thursday, October 20, 2005, at 1:00 p.m.  The meeting will
be held at the Office of the United States Trustee, 2nd Floor, at
80 Broad Street in New York City.

Paul K. Schwartzberg, Esq., trial attorney for the U.S. Trustee,
explains that the sole purpose of the meeting will be to form a
committee of unsecured creditors in the Debtors' cases.  "This is
not the meeting of creditors pursuant to Section 341 of the
Bankruptcy Code," Mr. Schwartzberg emphasizes.

Mr. Schwartzberg relates that a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors who want to serve on the Committee are required to
complete and return an acceptance form to the U.S. Trustee's
office.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Court Approves Hiring of Jones Day as Lead Counsel
---------------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the Southern District
of New York's permission, on an interim basis, to employ Jones Day
as their principal restructuring and bankruptcy counsel.

Coleen Colreavy, executive vice president and chief financial
officer of Levitz Home Furnishings Inc., relates that Jones Day
is particularly well qualified to serve as the Debtors' counsel
in their Chapter 11 cases.

Jones Day is one of the largest law firms in the world, with a
national and international practice, and has substantial
experience in virtually all aspects of the law that may arise in
the Debtors' Chapter 11 cases, including bankruptcy, corporate,
employee benefits, environmental, finance, intellectual property,
labor and employment, litigation, real estate, securities, and tax
expertise.  Jones Day's restructuring practice group consists of
more than 80 attorneys practicing in offices throughout the United
States and overseas.

The Debtors believe that the continued representation by Jones
Day is critical to their restructuring efforts because the firm
has become familiar with their corporate history, debt structure,
and other business matters.

As bankruptcy counsel, Jones Day will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession in the continued
       management and operation of their business and properties;

   (b) prepare all necessary and appropriate applications,
       motions, draft orders, other pleadings, notices,
       schedules, and other documents, and reviewing all
       financial and other reports;

   (c) advise the Debtors concerning, and preparing responses to,
       applications, motions, other pleadings, notices, and other
       papers, that may be filed by other parties in the chapter
       11 cases;

   (d) advise the Debtors with respect to, and assisting in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens, asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of the liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) advise the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (h) advise and assist the Debtors in connection with any sales
       and potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments, and rejections,
       and lease restructurings and recharacterizations;

   (j) assist the Debtors in reviewing, estimating, and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of
       the Debtors' chapter 11 estates, or otherwise further the
       goal of completing the Debtors' successful reorganization;

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors; and

   (m) perform all other necessary and appropriate legal services
       in connection with the chapter 11 cases for or on behalf
       of the Debtors.

The Debtors will pay Jones Day for its legal fees on an hourly
basis in accordance with its ordinary and customary hourly rates.
The firm's currently rates are between $450 and $825 for partners
and between $230 and $430 for associates.

The Jones Day lawyers expected to spend significant time on the
Debtors' Chapter 11 cases are:

       Professional            Position           Hourly Rate
       ------------            --------           ----------
       David G. Heiman         Partner               $825
       Richard H. Engman       Partner                505
       Veerle Roovers          Associate              380
       Nicholas M. Miller      Associate              350
       Joshua P. Weisser       Associate              230
       Thomas A. Wilson        Associate              200
       Alicia Farington        Legal Assistant        190

The Debtors will also reimburse Jones Day for actual and necessary
out-of-pocket expenses.

In the one-year period preceding the Petition Date, Jones Day
received payments from the Debtors totaling $2,729,306.
Notwithstanding the application of the prepetition payments,
Jones Day estimates that it has incurred an additional $205,000
of fees and expenses that have not been paid before the Petition
Date.  Jones Day, however, has agreed to indefeasibly waive and
release the Debtors from any obligation to pay the Outstanding
Amount.

Richard H. Engman, Esq., a partner at Jones Day, assures the
Court that the partners, members, and associates of the firm of
Jones Day:

   (a) do not have any connection with the Debtors, their
       creditors, the U.S. Trustee, or any other party-in
       interest, or their attorneys and accountants;

   (b) are "disinterested persons," as that term is defined in
       Section 101(14) of the Bankruptcy Code; and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

Mr. Engman discloses that Marc Kirschner, a former partner of
Jones Day in New York, who left the firm in January 2001, serves
as director of Levitz Home Furnishings since December 2001, and
the managing director, chief operating officer, and general
counsel of Resurgence Management Companies, which, together with
its affiliates, is the largest and controlling shareholder of
Levitz Home Furnishings.

Mr. Engman also notes that Jones Day has in the past represented
Resurgence in matters unrelated to the Debtors' Chapter 11 cases.
However, Jones Day will not represent Resurgence in any matter
while the Debtors' cases are pending.

Jones Day has represented, and continues to represent, other
parties-in-interest in matters unrelated to the Debtors.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Wants to Hire Blackstone Group as Financial Advisors
-----------------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates have
determined that the size of their business operations, and the
complexity of the financial difficulties attendant upon operations
of the scope, require them to employ experienced professionals to
render financial advisory services in connection with the Chapter
11 cases.

The Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to employ The Blackstone
Group L.P. to provide financial advisory services in connection
with their Chapter 11 cases.

The Debtors have selected Blackstone as their investment banker
because of, among others, the firm's diverse experience,
knowledge, and reputation in the restructuring field.

Blackstone's Restructuring and Reorganization Advisory Services
group is a leading advisor to companies as well as creditors in
large, complex, and high profile restructurings and bankruptcies.
Established in 1991, the Group has advised companies and creditors
in more than 150 distressed situations, both in and out of
bankruptcy proceedings, involving some $315 billion of total
liabilities.

Pursuant to a Letter Agreement dated September 29, 2005,
Blackstone will:

   (a) assist in the evaluation of the Debtors' business and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors, various
       creditors, and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluating
       alternatives to improve the liquidity;

   (e) analyze various restructuring scenarios and the
       potential impact of the scenarios on the recoveries of the
       stakeholders impacted by the Debtors' reorganization;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' various obligations;

   (g) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors, and other parties in
       interest;

   (i) prepare all necessary valuation analyses in connection
       with the confirmation of the Debtors' plan of
       reorganization, including valuing securities offered by
       the Debtors;

   (j) advise the Debtors and negotiating with their lenders
       with respect to potential waivers or amendments of various
       credit facilities;

   (k) assist in arranging debtor-in-possession financing for the
       Debtors, as requested;

   (l) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services;

   (m) assist the Debtors in preparing marketing materials in
       conjunction with a possible sale as part of the Debtors'
       reorganization or any possible Transaction;

   (n) assist the Debtors in identifying potential buyers or
       parties in interest to a sale as part of the Debtors'
       reorganization or a Transaction and assisting in the due
       diligence process;

   (o) assist and advising the Debtors concerning the terms,
       conditions, and impact of any proposed reorganization or
       Transaction; and

   (p) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a reorganization under Chapter 11 or a Transaction, as
       requested and mutually agreed.

The Debtors will pay Blackstone:

   (i) a $150,000 monthly advisory fee payable in advance;

  (ii) a capital raising fee equal to 4.0% of the aggregate
       amount of capital;

(iii) a $2,750,000 Restructuring Fee, payable upon the
       consummation of a restructuring;

  (iv) upon the consummation of a Transaction, a Transaction fee
       payable in cash directly out of the gross proceeds of the
       Transaction calculated as 1% of the Consideration provided
       that the minimum Transaction Fee with respect to any
       single transaction should be $1,000,000; and

   (v) reasonable out-of-pocket expenses in connection with the
       services provided.

The Debtors agree to indemnify and hold harmless Blackstone for
any claims and liabilities related to the engagement.

Since September 2005, Blackstone has provided financial
restructuring advisory services to the Debtors and has been paid
$150,000 for services rendered.  Before the Petition Date, it
also received a $25,000 advance to be maintained against unbilled
out-of-pocket expenses incurred with the services provided.

Paul P. Huffard, senior managing director at Blackstone, informs
the Court that the firm's Compliance Department led by Robert J.
Gentile, as manager, has identified 32 possible conflicts of
interest with respect to Blackstone's engagement as advisor:

   (1) Blackstone's Mergers & Acquisitions advisory group is
       engaged to provide advisory services to four parties-in-
       interest;

   (2) one or more of the Blackstone Private Equity Funds have or
       are considering potential investment transactions in which
       two parties-in-interest may be involved;

   (3) affiliates of Blackstone serve as general partners for and
       manage a number of Blackstone Funds of which the investors
       are primarily unrelated third parties but also include
       affiliates of Blackstone and various of its officers and
       employees.  Twenty parties-in-interest, predominantly
       financial institutions, may have investments in Blackstone
       Funds; and

   (4) the Distressed Debt Group, managed by an affiliate and
       staffed with personnel independent of the Restructuring
       Group, invests primarily in distressed and defaulted debt
       securities and related equities of financially troubled
       companies.

Blackstone did not disclose the identity of the parties due to
confidentiality restrictions.

Mr. Huffard, however, assures the Honorable Burton R. Lifland of
the U.S. Bankruptcy Court for the Southern District of New York
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MCLEODUSA INC: Solicits Lender Consent for Debt Restructuring
-------------------------------------------------------------
McLeodUSA Incorporated has begun the solicitation process for
approval from the Company's lenders for a restructuring of its
approximately $777.3 million in bank debt plus accrued interest.
If the required approvals are received, the restructuring will be
accomplished through a prepackaged plan of reorganization for the
Company and its subsidiaries pursuant to a Chapter 11 bankruptcy
filing.  The Company expects to continue to pay its employees and
trade creditors in the normal course of business without
disruption.  Customers will be unaffected by the restructuring,
and the Company will maintain its commitment to the highest levels
of customer service and quality.

Amounts outstanding under the Company's credit facilities as of
Sept. 30, 2005, total approximately $773.3 million, comprised of:

   -- approximately $100 million in funded Senior Debt; and

   -- approximately $677.3 million of Junior Debt, plus accrued
      interest.

                     Prepackaged Plan

Under the terms of the prepackaged plan, the existing Senior Debt
will be converted into a $100 million term facility, and
obligations under the Junior Debt will be converted into 100% of
the Company's equity.  All of the Company's existing Preferred
Stock and Common Stock will be cancelled, and holders of that
stock will have no recovery.

"After considering the available alternatives, we have concluded,
in consultation with our lenders, that a consensual prepackaged
reorganization under Chapter 11 of the bankruptcy code represents
the best way to restructure our obligations under our credit
facilities," Stan Springel, Chief Restructuring Officer of
McLeodUSA, said.  "This restructuring will significantly improve
the Company's financial position thereby strengthening our ability
to execute the VoIP product growth strategy launched earlier this
year while continuing to provide the high quality voice and data
services that our customers have come to expect."

                      DIP Financing

In addition, the Company's lenders have agreed to provide debtor-
in-possession financing of up to $50 million that will be replaced
with a $50 million revolving credit facility upon final
confirmation of the plan of reorganization.

"While substantial work remains, once this financial restructuring
is complete, McLeodUSA will emerge a financially stronger and more
stable company," stated Joseph Ceryanec, acting Chief Financial
Officer.  "We very much appreciate the continued dedication of our
employees, vendors and customers as we continue to work through
this process.  We believe that this proposed restructuring will
leave us even better able to provide the strong service, and
innovative, technologically advanced products that our customers
have come to expect."

If the required lender approvals are received, the Company expects
to promptly file the Chapter 11 voluntary bankruptcy cases and
plan of reorganization.  The Company will seek approval and
consummation of the plan as quickly as possible; however, the
completion and success of the debt restructuring will depend on
many factors, including approval by the bankruptcy court of the
Company's plan of reorganization, completion of the proposed
financing and receiving the necessary regulatory approvals.
Therefore, the specific timeframe for completing the restructuring
process cannot be predicted at this time.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services, in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Company filed for
chapter 11 protection on Jan. 30,2002 (Bankr. D. Del. Case No. 02-
10288).  Eric M. Davis, Esq., and Matthew P. Ward, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtor.
When the Debtor filed for chapter 11 protection, it listed total
assets of $4,792,600,000 and total debts of $4,566,200,000.  The
Court confirmed the Debtor's chapter 11 plan on April 5, 2003, and
the Plan took effect on April 16, 2002.  The Court formally closed
the case on May 20, 2005.

At June 31, 2005, McLeodUSA Inc.'s balance sheet showed an
$84,715,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


MARCO DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Marco Development, LLC
        6534 Wendy Drive
        Pineville, Louisiana 71360

Bankruptcy Case No.: 05-82839

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
                  2001 MacArthur Drive
                  P.O. Box 6118
                  Alexandria, Louisiana 71307-6118
                  Tel: (318) 445-6471

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no Unsecured Creditors who are not insiders.


MEBAKK INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MEBAKK, Inc.
        d/b/a Pioneer Auction
        659 Amherst Road
        Sunderland, Massachusetts 01375

Bankruptcy Case No.: 05-50496

Type of Business: The Debtor operates an auction gallery.
                  See http://www.pioneer-auction.com/

Chapter 11 Petition Date: October 15, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Peter M. Stern, Esq.
                  Law Offices of Peter M. Stern
                  95 State Street, Suite 715
                  Springfield, Massachusetts 01103
                  Tel: (413) 737-9526
                  Fax: (413) 736-6074

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lake Hitchcock Development    Contract                   $25,000
196 Plumtree Road
Sunderland, MA 01375

Elaine Strzelewicz            Consigner                  $17,440
37 Everett Avenue
Shrewsbury, MA 01545

David Robinson                Business debt              $15,000
43 Bridle Path
Amherst, MA 01002

Brian Youmatz                 Consigner                  $14,505

James Costello                Consigner                  $10,540

Donna Smebakken               Consigner                  $10,432

Moriarty & Connor, LLC        Business debt              $10,417

The Begin Family Trust        Consigner                   $8,837

Hamid Oriental Rugs           Consigner                   $7,994

Wade Evey                     Consigner                   $7,160

Albert Anthony                Consigner                   $7,114

Discover                      Business debt               $6,917

Stanley Dewey                 Consigner                   $6,635

John Adjami                   Consigner                   $6,423

Northside Village Antique     Consigner                   $6,319

Rosemary Jablonski            Consigner                   $5,517

Allen Krasneck II             Consigner                   $5,214

Charles M. Johnson            Consigner                   $5,121

Estate of Duane Eichholz      Consigner                   $5,104

Timeless Pieces Antiques      Consigner                   $5,008


MESABA AVIATION: Wants to Continue Using Cash Management System
---------------------------------------------------------------
Mesaba Aviation, Inc., uses a centralized cash management system
for operations conducted with third parties in the ordinary course
of business.

The Debtor maintains 10 bank accounts:

   Bank                     Account No.      Purpose
   ----                     -----------      -------
   Bank of Montreal         0003-1084-761    Canadian Funds Cash
                                             Disbursements

   Chase Manhattan          910-2-443554     Airlines Clearing
                                             House

   Wells Fargo Money        20054508         Savings
   Market

   Wells Fargo Money        12697686         Restricted cash for
   Market                                    LOCs

   Wells Fargo Operating    751082           Cash Disbursements

   Wells Fargo Accounts     12697686         Controlled
   Payable                                   Disbursement Account

   Wells Fargo Health       9600032461       Controlled
   & Dental                                  Disbursement Account

   Wells Fargo Payroll      4000020438       Zero Balance Account

   Wings Financial          174067           Liquor Receipts
   Credit Union

   Wings Financial          157671           Liquor Receipts
   Credit Union

The Debtor maintains three primary operating accounts, which are
used primarily for automated clearing house transactions, wire
transactions, and to sweep funds to or from the Debtor's other
operating Bank Accounts or into interest-bearing money market
account maintained at Wells Fargo Minneapolis, Michael L. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, in Minneapolis,
Minnesota, relates.

The Controlled Disbursement Accounts are used to pay the Debtor's
operating expenses and direct-deposit payroll.  The Payroll
Account is used to disburse payroll and benefits to the Debtor's
employees by check.  Of the other Bank Accounts, only that at the
Bank of Montreal is a checking account used by Debtor for
disbursement.  It is used primarily to pay employee related
obligations, including some payroll, in Canada.

Mr. Meyer notes that the Debtor's cash management system is
typically employed by corporations of the Debtor's size for
efficiency purposes.  Businesses tend to use the same system
because of the numerous benefits it provides, including the
ability to:

   -- track tightly and thus control all corporate funds through
      an ability to provide near-continuous status reports on the
      location and amount of all the funds;

   -- invest idle cash;

   -- ensure cash availability; and

   -- reduce administrative expenses by facilitating the ease of
      account record keeping, movement of funds and the
      development of timely and accurate account balance,
      process, and presentment information.

It would be difficult and impractical for the Debtor to establish
an entirely new system of accounts and a new cash management
system given the complexity and volume of funds that move in and
out of its bank accounts, Mr. Meyer asserts.  Preserving the
"business as usual" atmosphere and avoiding the unnecessary
distractions that would inevitably be associated with any
substantial disruption in the Debtor's cash management system will
facilitate the Debtor's reorganization efforts.

By this motion, the Debtor seeks the U.S. Bankruptcy Court for the
District of Minnesota's permission to continue utilizing its
current integrated cash management system.

It is critical that the Debtor continues to be able to consolidate
its cash management and centrally coordinate funds transfers to
efficiently and effectively operate its business operations, Mr.
Meyer contends.

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 Mercer Management as Consultant
------------------------------------------------------
Prior to the Petition Date, Mesaba Aviation, Inc., hired Mercer
Management Consulting, Inc., to provide financial analytical
support in connection with an out-of-court restructuring and, to
the extent warranted, to assist the Debtor's preparation for a
Chapter 11 filing.  Mercer also supported the Debtor with its
supply chain and sourcing efforts as well operational readiness
and provided certification support for certain new aircrafts.

With the commencement of its Chapter 11 case, the Debtor believes
it needs Mercer's services for airline restructuring advice and
assistance.  Hence, the Debtor asks the U.S. Bankruptcy Court for
the District of Minnesota for authority to continue Mercer's
employment as its consultant pursuant to the terms of an
engagement letter dated October 8, 2005.

Mercer provides bankruptcy reorganization consulting services to
financially troubled organizations.  Mercer consultants have over
20 years of experience of providing those consulting services.

Pursuant to the Engagement Letter, Mercer's services will include:

   -- reviewing and analyzing the Debtor's business operations
      and financial projections;

   -- assisting in determining the appropriate capital structure
      for the Debtor; and

   -- advising the Debtor on the creation of a central office to
      deal with bankruptcy issues and interface with interested
      parties.

The Debtor believes that those services are necessary to enable it
to maximize the value of its estate and to reorganize
successfully.  The Debtor does not currently have the resources to
perform the services and believes that at least four full-time
consultants and two part-time partners are required from the firm
to assist the Debtor.

The Debtor will pay Mercer a $344,000 monthly fee.  In addition,
the Debtor has agreed to pay the firm's reasonable out-of-pocket
expenses, including counsel fees, incurred in connection with any
matters related to its engagement.

The Debtor will also provide indemnification to Mercer, subject to
certain exceptions, and forego any rights the Debtor may have to
recover consequential, indirect, special, incidental or similar
damages, including, without limitation, loss of profits.

Mercer Director Peter Walsh assures the Court that the Mercer
professionals who will work on the engagement:

   a. do not have any connection with the Debtor or its
      creditors, or any other party-in-interest, or their
      respective attorneys or accountants except for services
      provided to some parties-in-interests in matters unrelated
      to the Debtor's proceedings;

   b. are "disinterested persons" under Section 101(14) of the
      Bankruptcy Code; and

   c. do not hold or represent an interest adverse to the Debtor.

Mr. Walsh discloses that during the 90-day period prior to the
Petition Date, the firm received $1,799,974 from the Debtor for
professional services and expenses incurred.  Included in the
amount are retainers aggregating $900,000, of which $628,000
Mercer continues to hold.  As of the Petition Date, the Debtor
owes the firm $409,000 in fees and expenses for consulting
services provided prepetition, which amount Mercer has agreed to
waive upon final Court approval of its employment.

Mr. Walsh also discloses that Mercer currently provides consulting
services to UAL Corporation and its affiliated debtor, ATA
Airlines, Inc., and Delta Airlines, Inc., in connection with their
chapter 11 cases.  Mr. Walsh, however, ascertains that the
services the firm provides to the Airlines do not relate directly
to the Debtor or this case.  Mercer will continue its
representation of the Airlines but will not do so with respect to
matters directly relating to either parties' commercial
relationship with the Debtor.

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 Marr Hipp as Labor Counsel
-------------------------------------------------
John Spanjers, president and chief operating officer of Mesaba
Aviation, Inc., informs the U.S. Bankruptcy Court for the District
of Minnesota that Mesaba intends to employ Marr Hipp Jones & Wang,
LLLP, as its special labor counsel to perform these services:

   a. Advise and counsel on all issues arising under the Railway
      Labor Act, including but not limited to the negotiation,
      interpretation, and enforcement of collective bargaining
      agreements;

   b. Advise and counsel on any other issues that may arise
      relating to the Debtor's relationship with unions,
      collective bargaining, or collective bargaining agreements;

   c. Advise and counsel on any issues related to Sections 1113
      and 1114 of the Bankruptcy Code;

   d. Advise and counsel on other labor or employment law issues
      as the Debtor determines to warrant the attention of
      special labor counsel; and

   e. Represent the Debtor in any litigation related to any of
      the foregoing and perform all other necessary legal
      services in furtherance of the firm's role as special labor
      counsel for the Debtor.

Marr Hipp is a specialized labor and employment law firm.  For
many years, a number of its partners have represented numerous air
carriers on a broad range of airline labor law issues under the
Railway Labor Act.

Mr. Spanjers explains that the Debtor has selected Marr Hipp
largely because of its experience in airline labor law, collective
bargaining, arbitration, airline bankruptcy proceedings, and the
interplay between labor law and the Bankruptcy Code.  Marr Hipp
also has substantial experience in representing the Debtor
prepetition.

Cynthia M. Surrisi, a partner at Marr Hipp who is in charge of the
engagement, has for over six years handled the Debtor's labor and
employment law matters, particularly those concerning collective
bargaining obligations arising under the Railway Labor Act.  Among
others, current Marr Hipp attorneys:

   -- have negotiated the Debtor's collective bargaining
      agreements with all of its labor groups,

   -- were involved in negotiations for an agreement with ALPA on
      the eve of a strike deadline,

   -- obtained injunctive relief to prevent AMFA-representated
      employees from secondary strike activities, and

   -- have handled grievance arbitrations under the Debtor's
      labor contracts.

The Debtor believes that Marr Hipp is both well qualified and
uniquely able to represent the Debtor in its Chapter 11 case in an
efficient and timely manner.  By this application, the Debtor asks
the Court to authorize Marr Hipp's employment pursuant to Section
327(e) of the Bankruptcy Code.

The Debtor proposes to pay Marr Hipp for legal services rendered
on an hourly basis.  The firm's current hourly rates, subject to
change from time to time, are:

         Professional                 Hourly Rate
         ------------                 -----------
         Partners                    $230 to $310
         Associates                  $150 to $180
         Paraprofessionals & Staff    $90 to $125

The Marr Hipp attorneys expected to be most active in the
Debtor's Chapter 11 case and their hourly rates include:

      Professional              Position      Hourly Rate
      ------------              --------      -----------
      Cynthia M. Surrisi, Esq.  Partner           $295
      Kenneth B. Hipp, Esq.     Partner           $295
      Barry W. Marr, Esq.       Partner           $295
      Patrick H. Jones, Esq.    Partner           $285
      Sarah O. Wang, Esq.       Partner           $260
      Christopher S. Yeh, Esq.  Partner           $230
      Daniel G. Mueller, Esq.   Partner           $230
      Kaiulani E. Kidani        Associate         $180
      Jennifer K. Murata        Associate         $150

These hourly rates, Mr. Spanjers points out, reflect a discount
from Marr Hipp's standard hourly rates for work of this nature.

The Debtor will also reimburse Marr Hipp for necessary expenses.

Mr. Spanjers discloses that in the one-year before the Petition
Date, the Debtor paid Marr Hipp $561,034, consisting of $540,397
for legal services provided to the Debtor and  $20,638 for out-of-
pocket expenses.  None of the payment specifically related to the
Debtor's Chapter 11 case.  The Debtor and Marr Hipp believe that
the payment was made in the ordinary course of the Debtor's
business.

However, to the extent that there is a determination otherwise,
and to the extent that defenses do not apply, payments received in
the 90 days prior to the Petition Date could be recoverable under
Section 547, Mr. Spanjers says.  Because the Debtor does not seek
to employ Marr Hipp as general insolvency counsel, the potential
preferential transfers do not affect the disinterestedness of Marr
Hipp as special labor counsel with respect to the matters for
which it will be engaged.

Marr Hipp will have no involvement in decisions about who will be
sued for recovery of preferences, claim objections or the
prosecution of preference lawsuits.  Thus, according to Mr.
Spanjers, the firm does not hold or represent an adverse interest
with respect to the limited areas in which it will be engaged.

On October 12, 2005, Mr. Spanjers further discloses, the firm
received $150,000 as a retainer for services to be rendered and
expenses to be incurred in the Debtor's Chapter 11 case.

Ms. Surrisi assures the Court that Marr Hipp does not:

   (a) represent or hold any interest adverse to the Debtor or
       its estate with respect to the matters on which Marr Hipp
       seeks to be employed; or

   (b) have any connection with any creditors or other parties-
       in-interest, their attorneys and accountants, or the
       United States Trustee or any of its employees.

Ms. Surrisi, however, notes that Marr Hipp represents a number of
participants in the aviation industry that are known to the firm
to have relationships with the Debtor, including (i) Northwest
Airlines, Inc. and its affiliates and subsidiaries on a variety of
matters, including litigation and labor and employment law issues,
and (ii) MAIR Holdings, Inc., providing labor and employment
advice relating to business transactions.

Marr Hipp regularly represents other commercial air carriers on
labor and employment law issues, including, but not limited to,
United Airlines, Inc.; Hawaiian Airlines, Inc.; Champion Air,
Inc., all of which are competitors of the Debtor and which may be
creditors of the Debtor or otherwise have interests adverse to the
Debtor.  Marr Hipp has also represented one or more of these
carriers on selected litigation or regulatory matters over the
years.

Ms. Surrisi explains that it is common practice in airline labor
law for counsel to an air carrier to regularly represent more than
one air carrier.

Ms. Surrisi, however, ascertains that Marr Hipp will not represent
Northwest or MAIR in the Debtor's chapter 11 case without the
Debtor's written consent, the United States Trustee's approval,
and the Court's Authorization. In addition, Marr Hipp's
representation of the other air carriers has been unrelated to the
Special Counsel Matters.  Marr Hipp will not represent any of
these other air carriers in the Debtor's Chapter 11 case.

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: Court Halts Wilson Law Firm's Negative Solicitations
-----------------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) and William Snyder, the examiner
appointed in Mirant and its debtor-affiliates' chapter 11
proceedings, jointly filed a Verified Complaint for Declaratory
Judgment and Injunctive Relief in the United States Bankruptcy
Court for the Northern District of Texas against The Wilson Law
Firm and certain individuals the firm purports to have as clients.
The filing was made on Monday, Oct. 17, 2005.

The complaint seeks to stop The Wilson Law Firm and these
individuals from continuing to solicit votes against Mirant
Corporation's Second Amended Plan of Reorganization on the basis
of statements made through Internet Website and chat room
postings.  In the complaint, Mirant and Mr. Snyder contend that
these statements are misleading, inaccurate and incomplete.

                      Injunctive Order

After a hearing, the Court issued a temporary restraining order
requiring The Wilson Law Firm and the individual defendants to
remove these materials from public access pending further
consideration by the Court.

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.


MORGAN STANLEY: Low Values Spur Fitch to Cut Ratings on 2 Classes
-----------------------------------------------------------------
Fitch Ratings downgrades two classes of Morgan Stanley 1997-XL1:

     -- $26.4 million class G to 'B-' from 'B';
     -- $8.7 million class H to 'C' from 'CC'.

In addition, Fitch upgrades these classes:

     -- $45.3 million class D to 'AAA' from 'AA';
     -- $45.3 million class E to 'AAA' from 'BBB+'.

Fitch affirms these classes:

     -- Interest-only class X at 'AAA';
     -- $211.4 million class A-3 at 'AAA';
     -- $22.6 million class B at 'AAA';
     -- $22.6 million class C at 'AAA';
     -- $41.5 million class F at 'BBB-'.

The A-1 and A-2 classes have been paid in full.

The downgrades are a result of the decline in performance at the
Westshore Mall property.  The property became REO in March 2005,
and in August, the special servicer applied an appraisal reduction
of $7.9 million.  The reduction is the result of both a decline in
appraised value and accumulated servicer advances.  Upon
disposition of the Westshore Mall, Fitch expects realized losses
will exceed the balance of class H.

The upgrades to classes D and E are the result of increases in
credit enhancement levels.  The improved levels are the result of
amortization; realization of the net proceeds from the resolution
of the West Gate Mall loan earlier this year, and the repayment of
the Mansion Grove Apartment loan in September 2005.

As of the Oct. 3, 2005 distribution date, the pool balance was
$423.9 million, a 44% reduction from issuance.  In addition, 61.1%
of the current collateral has been defeased.  In addition to the
REO property and the defeased collateral, the transaction includes
three remaining loans.

The performance of the Westshore Mall in Holland Township MI has
substantially declined since issuance.  Currently, approximately
32% of the mall's in-line and adjacent shopping center space that
is part of the collateral in this transaction is vacant.  In
addition, 25% of the anchor space is vacant.  At issuance, 100% of
the anchor space and 95.3% of the in-line and shopping center
space were occupied.  The mall has experienced a substantial
increase in competition from the nearby development of big box
stores, with the most recent being the opening of a Meijer
superstore in April of this year.

The Inter-Continental Hotel, formerly known as The Hotel Grand
Kempinski, is a full-service hotel located in Dallas, TX.  The
Fitch-stressed debt service coverage ratio at year-end 2004 was
0.73x compared with 1.65x at issuance.  Although Fitch is
concerned with the substantial decline in net cash flow since
issuance, the performance has improved over YE 2003 as a result of
increased investment in the asset by the borrower in refurbishing
hotel rooms and conference space.  According to a study by Smith
Travel Reports, occupancy at the hotel in July 2005 was 53.5%
compared with 45.6% in July 2004 and 43.1% in July 2003.  Fitch
expects the loan to continue to stabilize.

The remaining two loans in the pool continue to perform at or
above expectations at the time of issuance.  DSCR at the Fashion
Mall property has increased to 2.62x at YE 2004 from 1.70x at
issuance.  The Mark Center loan has experienced a 16% increase in
NCF since issuance and an increase in occupancy at YE 2004 to 87%
from 81.5% at YE 2003.


MOSAIC GROUP: Chapter 7 Trustee Hires Kane Russell as Counsel
-------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas approved the request of Jeffrey H.
Mims, the Chapter 7 Trustee of Mosaic Group Inc. and its debtor
affiliates, to employ Kane, Russell, Coleman & Logan, P.C., as his
counsel.

Kane Russell will:

   a) give the Trustee legal advice with respect to his powers and
      duties;

   b) assist the Trustee in obtaining funds to which the Debtors'
      estate may be entitled;

   c) prepare any applications, motions, and other pleadings
      deemed necessary by the Trustee, and performing such other
      legal services that the Trustee and the firm may deem
      necessary and appropriate;

   d) represent the Trustee in any legal proceedings as the
      Trustee and the firm may deem necessary or appropriate to
      bring herein, including without limitation prosecuting
      avoidance actions pursuant to Chapter 5 of the Bankruptcy
      Code, which are proposed to be prosecuted under a separate
      fee structure;

   e) assist the Trustee with his investigation of the Debtors'
      assets, liabilities and financial affairs, including,
      without limitation, any causes of action the estate may
      possess; and

   f) perform all other legal services which may be necessary and
      in the best interests of the Debtors' estates and their
      creditors.

The firm will bill the Debtors at its professional's current
hourly rates:

     Attorney or Designation                     Hourly Rate
     -----------------------                     -----------
     Joseph M. Coleman                              $400
     Joseph A. Friedman                             $325
     David D. Ritter                                $240
     Paralegals                                   $75 - $115

Joseph M. Coleman, Esq., at Kane Russell, assures the Court that
the firm does not represent any interest adverse to the Trustee or
the bankruptcy estates.

Headquartered in Irving, Texas, Mosaic Group (US) Inc., --
http://www.mosaic.com/-- a world-leading provider of results-
driven, measurable marketing solutions for global brands, filed
for chapter 11 relief on Dec. 17, 2002 (Bankr. N.D. Tex. Case No.
02-81440).  Charles R. Gibbs, Esq., David H. Botter, Esq., and
Kevin D. Rice, Esq., at Akin, Gump, Strauss, Hauer & Feld,
represent the Debtors.  When the Company filed for protection from
its creditors, it estimated debts and assets of over $100 million
each.  Mosaic Group, Inc., also sought and obtained protection
under the Companies' Creditors Arrangement Act in Canada.  On
June 15, 2004, Jeffrey H. Mims was appointed as Chapter 11 Trustee
for the Debtors' estate.  The case was converted to a chapter 7
liquidation on Aug. 31, 2005.


NEXTMEDIA OPERATING: S&P Junks Proposed $100 Million Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' bank loan rating
and a recovery rating of '3' to NextMedia Operating Inc.'s
proposed $290 million first-lien secured credit facilities,
indicating an expectation of meaningful 50%-80% recovery of
principal in the event of a payment default.  The first-lien
facilities consist of a $50 million revolving credit facility and
a $240 million term loan.

At the same time, Standard & Poor's assigned a 'CCC+' bank loan
rating and a recovery rating of '5', indicating an expectation of
negligible 0%-25% recovery of principal in a default situation, to
NextMedia's proposed $100 million second-lien secured term loan.
The corporate credit rating of 'B' was affirmed. The outlook is
stable. NextMedia had approximately $261 million of debt
outstanding at June 30, 2005.

"The ratings on NextMedia reflect high financial risk from debt-
financed expansion, the likelihood of additional acquisitions that
could limit financial profile improvement, the presence of larger
competitors in most markets, and the company's vulnerability to
advertising downturns," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.  "The company's debt to EBITDA ratio is a
key rating concern."

Borrowings under the facilities are expected to be used to
refinance existing debt and help fund acquisitions, and for
general corporate purposes.  The negative factors are only
partially offset by the company's expanding portfolio of radio and
outdoor assets, broadcasting's good margin and discretionary cash
flow potential, and sustainable asset values.

NextMedia's radio operations contribute the bulk of its cash flow.
Growth in radio advertising in 2005 has been minimal, in the very
low single digits.  Radio ad demand is under pressure from
alternative media, repetitive programming, and the excess
commercial loads that the industry is starting to address.

NextMedia competes with much larger radio and outdoor advertising
operators in most of its markets, which could limit upside ad
pricing and overall revenue potential. However, the company's
stations are geographically diversified, and many maintain
respectable competitive positions.


NUTRAQUEST INC: Has Until Feb. 7 to File Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
extended Nutraquest Inc.'s period to exclusively file and
solicit acceptances of a chapter 11 plan.

Nutraquest has until Feb. 7, 2006, to file a plan and until
April 7, 2006, to solicit acceptances of that plan.

The Debtor needs more time to resolve numerous civil actions
pending in several states and in Canada associated with the
company's Xenadrine RFA-1 dietary supplement.

Currently, the Debtor is in a mediation proceeding with personal
injury cases resulting from the use of Xenadrine RFA.  The
mediation conducted in April to September resolved 95% of the
Nutraquest's PI cases.  The remaining cases are set for trial in
November, December and January 2006.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


NUTRAQUEST INC: Court Extends Removal Period to April 11
--------------------------------------------------------
The Honorable Raymond T. Lyons Jr. of the U.S. Bankruptcy Court
for the District of New Jersey extended until Apr. 11, 2006, the
period within which Nutraquest, Inc., can remove prepetition civil
actions pending in various state and federal courts to the
District of New Jersey for continued litigation and resolution.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the Debtor asked for the extension disclosing that it didn't want
to lose the valuable right to transfer lawsuits from remote courts
to New Jersey.  The Debtor said that the extension would provide
them ample time to make decisions about which court should be
asked to resolve each pending action.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C., represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it estimated assets between
$10 million to $50 million and estimated debts between $50 million
to $100 million.


O'CHARLEY'S INC: Says 3rd Quarter Results Below Earnings Guidance
-----------------------------------------------------------------
O'Charley's Inc. (NASDAQ/NM: CHUX) reported preliminary results
for the third quarter ended October 2, 2005, and reported details
for the release of its full results for the quarter.

Although the Company has not yet finalized its financial results
for the third quarter of fiscal 2005, it expects to report results
for the quarter that are below its previously issued guidance of
net income per diluted share of between $0.02 and $0.05.
Excluding any charges related to asset impairment or dispositions
that the company may be required to take in its fiscal third
quarter, the Company now expects to report results for the quarter
ranging from a net loss per diluted share of $0.03 to break even
net income.  Same store sales in the quarter declined by 1.5% at
O'Charley's company-operated restaurants, and increased by 0.1% at
Ninety Nine restaurants and by 1.4% at Stoney River Legendary
Steaks.  These same store sales combined with higher than expected
payroll and benefits, food and beverage, and restaurant operating
costs contributed to the Company's third quarter loss.  These
factors will be discussed more fully in the Company's third
quarter earnings release and conference call.

O'Charley's plans to issue its earnings release for the third
quarter before the market opens on October 27, 2005, and will host
a conference call on October 27, 2005, at 11:00 a.m. EDT.  The
number to call for this interactive teleconference is (973)
582-2952.  A replay of the conference call will be available
through November 4, 2005, by dialing (973) 341-3080 and entering
the confirmation number, 6605765.

The live broadcast of O'Charley's conference call will be
available online at the Company's website,
http://www.ocharleysinc.com/as well as
http://www.streetevents.com/and http://www.earnings.com/on
October 27, 2005, beginning at 11:00 a.m. EDT.  The online replay
will follow shortly after the call and continue through November
4, 2005.

Headquartered in Nashville, Tenn., O'Charley's Inc. --
http://www.ocharleysinc.com/-- is a multi-concept restaurant
company that operates or franchises a total of 349 restaurants
under three brands: O'Charley's, Ninety Nine Restaurant and Pub,
and Stoney River Legendary Steaks.  The Company operates 229
company-owned O'Charley's restaurants in 17 states in the
Southeast and Midwest, and has four franchised O'Charley's
restaurants in Michigan and two joint venture O'Charley's
restaurants in Louisiana.  The Company operates Ninety Nine
Restaurant & Pub restaurants in 107 locations throughout
Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode
Island and Vermont.  The Company operates seven Stoney River
Legendary Steaks restaurants in Georgia, Illinois, Kentucky, Ohio
and Tennessee.

                         *     *     *

As reported in the Troubled Company Reporter on July 4, 2005,
Standard & Poor's Ratings Services revised its outlook on casual
dining restaurant operator O'Charley's Inc. to stable from
negative and affirmed its ratings, including the 'BB-' corporate
credit rating.


O'SULLIVAN INDUSTRIES: Inks GECC Adequate Protection Stipulation
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. and its debtor-affiliates are
party to a Credit Agreement, dated as of September 29, 2003, with
General Electric Capital Corporation, as agent, letter of credit
issuer, and lender, and a consortium of lenders, providing for up
to $40,000,000 of revolving loans and letters of credit.

The Debtors also entered into an Indenture with The Bank of New
York, as trustee.  O'Sullivan Industries, Inc., issued $100
million principal amount of 10.63% senior secured notes due 2008.
The Senior Secured Notes are guaranteed by O'Sullivan Industries
Holdings, Inc., O'Sullivan Industries - Virginia, Inc., and
O'Sullivan Furniture Factory Outlet, Inc.

As of the Petition Date, the Debtors owe $100 million, plus
accrued and unpaid interest, costs, fees and other charges under
the Senior Secured Notes.  GoldenTree Asset Management L.P., Mast
Credit Opportunities I, (Master) Ltd., and BreakWater Fund
Management, LLC, held, collectively, approximately $84.35 million
principal amount of the Senior Secured Notes, which represents
approximately 84% of the outstanding principal balance of the
Senior Secured Notes.

The Debtors' obligations under the Prepetition Credit Agreement
and the Note Documents are secured by liens and security interest
in the Debtors' assets, including accounts receivable, inventory,
deposit accounts, certain books and records and certain
intellectual property rights.

GoldenTree, Mast and BreakWater, acting as an ad hoc committee of
Senior Secured Noteholders, have discussed and negotiated the
terms upon which they would consent to the Debtors' use of the
collateral securing the Debtors' obligations under the Senior
Secured Notes and the granting of the priming liens provided for
in the DIP Agreement.

The members of the Ad Hoc Committee and the Debtors have proposed
to enter into a Stipulation and Consent Order Pursuant to
Sections 361, 363 and 364(d)(1) of the Bankruptcy Code and Rule
4001 of the Federal Rules of Bankruptcy Procedure Providing
Trustee for Senior Secured Noteholders with Adequate Protection in
Connection with Debtors' Authorization to Obtain Secured
Postpetition Financing and Use Cash Collateral.

A full-text copy of the 21-page Adequate Protection Stipulation is
available for free at:

     http://bankrupt.com/misc/o'sullivanSTIPULATION.pdf

GoldenTree, Mast and BreakWater are represented by David. M.
Friedman, Esq., and Richard F. Casher, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, in New York, and Dennis Connolly, Esq., at
Alston & Bird LLP, in Atlanta, Georgia.

The Debtors propose to use of their lenders' cash collateral in
accordance with 21-week budget:

                   O'Sullivan Industries, Inc.
                21-Week DIP Cash Flow Projections
           DIP Cash Flow - Based on 5-Year Business Plan
              From October 16, 2005 to March 5, 2006

        Gross Sales                             $89,184,000
        Cash Receipts                            78,157,000

        Cash Disbursements:
           Manufacturing Related Disbursements  (40,278,000)
           Payroll, Taxes and 401K              (22,721,000)
           Insurance                             (5,622,000)
           GE Capital Credit Card                  (650,000)
           Commissions                             (575,000)
           Royalties - Lowe's                      (624,000)
           Royalties - Other                       (146,000)
           Utilities                             (1,924,000)
           Leases                                  (175,000)
           Professional Fees                     (4,783,000)
           KERP                                           -
           Trustee Fees                             (20,000)
           DIP Commitment Fees                     (800,000)
           Interest                                (561,000)
           CAPEX                                   (612,000)
           Other Disbursements                   (4,222,000)
                                                -----------
        Total Cash Disbursements                (83,713,000)
                                                -----------
        Net Cash Change                          (5,556,000)
                                                -----------
        Adjusted Beginning DIP Balance            3,465,000
        (Repayments)                             (3,714,000)
        Draw                                      9,269,000
                                                -----------
        Adjusted Ending DIP Balance              $9,020,000
                                                -----------

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.
(O'Sullivan Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Overview of Plan Of Reorganization
---------------------------------------------------------
O'Sullivan Industries, Inc., and its debtor-affiliates delivered
to the U.S. Bankruptcy Court for the Northern District of Georgia
their Chapter 11 Plan of Reorganization and Disclosure Statement
at the same time they filed for bankruptcy.

The Plan groups claims against and interests in the Debtors into
nine classes.

Class      Description              Treatment
-----      -----------              ---------
n/a       Administrative Claims    Unimpaired
                                    Estimated Recovery: 100%

n/a       DIP Facility Claims      Unimpaired
                                    Estimated Recovery: 100%

n/a       Tax Claims               Unimpaired
                                    Estimated Recovery: 100%

  1        Priority Claims          Unimpaired
                                    Estimated Recovery: 100%

2A        Senior Credit Facility   Unimpaired
           Claims                   Holders as of the Effective
                                    Date will have an Allowed
                                    Claim for all amounts
                                    included in the definition of
                                    Senior Credit Facility
                                    Claims, if any.

                                    Estimated Recovery: 100%

2B        Other Secured Claims     Unimpaired
           against a debtor         At their election,
                                    Reorganized O'Sullivan
                                    Industries, Reorganized
                                    O'Sullivan Virginia, or
                                    Reorganized OFFO will
                                    either:

                                    (a) pay the Allowed amount
                                        of the applicable Class
                                        2B Claim in full on the
                                        later of the Effective
                                        Date or the Allowance
                                        Date of that Claim;

                                    (b) return the underlying
                                        collateral to the Holder
                                        of the Claim;

                                    (c) Reinstate the Claim in
                                        accordance with the
                                        provisions of Section
                                        1124(2) of the
                                        Bankruptcy Code;

                                    (d) pay the Claim in the
                                        ordinary course; or

                                    (e) treat the Claim in a
                                        manner otherwise agreed
                                        to by the Holder
                                        thereof.

                                    Estimated Recovery: 100%

2C        Senior Secured Notes     Impaired and entitled to
           Claims                   vote; each Holder will
                                    receive the Holder's Pro Rata
                                    share of:

                                    (a) 10 million shares of
                                        New O'Sullivan Holdings
                                        Common Stock; and

                                    (b) the New Notes in the
                                        aggregate principal
                                        amount of $10 million.

                                    Estimated Recovery: 82.8%

3         General Unsecured        Impaired and not entitled to
           Claims                   vote; No distribution of any
                                    kind will be made.  These
                                    Claims will be discharged and
                                    cancelled.  The Senior
                                    Subordinated Notes will all
                                    be cancelled and be deemed
                                    terminated of no force and
                                    effect.

                                    Estimated Recovery: 0%

4         All other claims vs.     Impaired and not entitled to
           O'Sullivan Holdings      vote; No distribution of any
                                    kind will be made.  These
                                    claims will be discharged and
                                    cancelled.

                                    Estimated Recovery: 0%

5         Intercompany Claims      Impaired and not entitled to
                                    vote; Except to the extent
                                    determined by the Debtors,
                                    all Intercompany Claims
                                    will be reviewed by the
                                    Debtors and adjusted,
                                    continued, or discharged,
                                    as appropriate.

6         Existing Equity          Impaired and not entitled to
           Interests in             vote; All outstanding shares
           O'Sullivan Holdings      of O'Sullivan Holdings
                                    Preferred Stock and
                                    O'Sullivan Holdings Common
                                    Stock, and any and all
                                    other Interests in
                                    O'Sullivan Holdings, if
                                    any, will all be cancelled
                                    and be deemed terminated
                                    and of no force and effect.
                                    No distribution of any kind
                                    will be made.

                                    Estimated Recovery: 0%

7         Old Stock of the         Unimpaired
           Debtors' Subsidiaries    At the election of the
                                    Reorganized Debtors, each
                                    Old Stock equity interest:

                                    (a) will be unaffected by
                                        the Plan, in which case
                                        the holder will
                                        continue to hold the
                                        Interest following the
                                        Effective Date; or

                                    (b) will be cancelled and
                                        new equity will be
                                        issued pursuant to the
                                        Plan.

Upon confirmation of the plan, some non-debtor subsidiaries will
be dissolved.  The Debtors do not identify these to-be-Dissolved
Entities [but they most likely are Furniture Zone Australasia
Pty. Ltd., ACN 090 567 052 Pty. Ltd., O'Sullivan Furniture Asia
Pacific Pty. Ltd, O'Sullivan Industries (Australia) Pty. Ltd., and
O'Sullivan Industries UK Ltd.].

As of the Effective Date, the Boards of Directors of each of the
Reorganized Debtors will initially have the same seven-person
board of directors consisting of:

   (i) the Chief Executive Officer of the Reorganized Debtors,
       and

  (ii) six directors to be designated by the Senior Secured
       Noteholders' Representative.

The ownership of the capital stock of the Reorganized
Subsidiaries following the Effective Date will be unaffected by
the Plan.

On the Effective Date, Reorganized O'Sullivan Holdings will issue
new common stock and new notes.

                        Valuation Analysis

The Debtors' financial advisor, Lazard Freres & Co., conducted a
valuation analysis for the purpose of determining value available
for distribution to Holders of Allowed Claims and Allowed Equity
Interests pursuant to the Plan and to analyze the relative
recoveries.

Based in part on information provided by the Debtors, Lazard has
concluded solely for purposes of the Plan that estimated total
value available for distribution to Holders of Allowed Claims and
Allowed Equity Interests ranges from approximately $99 million to
$118 million, with a midpoint of $108.5 million as of an assumed
Effective Date of March 31, 2006.

Based on a projected March 31, 2006 debt balance, net of cash, of
approximately $29.1 million, Lazard's mid-point estimated
Distributable Value implies a value for the New O'Sullivan
Holdings Common Stock of $79.4 million.  Assuming 10,000,000
shares of New O'Sullivan Holdings Common Stock are distributed to
the Holders of Allowed Claims pursuant to the Plan, the value of
New O'Sullivan Holdings Common Stock is equal to $7.94 per share.

                 Reorganization Beats Liquidation

The Debtors prepared a liquidation analysis, which reflects the
estimated cash proceeds, net of liquidation-related costs, that
would be available to their creditors as of October 14, 2005,
pursuant to a Chapter 7 liquidation.

Under the absolute priority rule, no junior creditor would receive
any distribution until all senior creditors are paid in full, and
no equity holder would receive any distribution until all
creditors are paid in full.

The Debtors have determined that confirmation of the Plan will
provide creditors with a recovery that is not less than they would
receive pursuant to a liquidation of the Debtors under Chapter 7
of the Bankruptcy Code.

                        Liquidation Analysis
                           (in thousands)

                                   Hypothetical Liquidation Range
                                   ------------------------------
                                     Recovery %         Amount
                             Book    -----------     ----------
                             Value   Low    High     Low     High
                            ------   ---    ----     ---     ----
Assets
Current Assets
  Cash and Cash Equivalents       -                     -       -
  Trade Receivables, Net    $23,149  57.9% 73.3%  $13,393 $16,965
  Inventories, Net           37,543  24.4% 31.4%    9,170  11,790
  Prepaid Expenses and
   other Current Assets       5,497     0%    0%        -       -
                            -------               ------- -------
Total Current Assets         66,189                22,563  28,755

Non-Current (Fixed) Assets
  Property, plant and
   equipment, net            48,858  24.5% 30.7%   11,983  14,979
  Goodwill, net and other
   non-current assets        44,354     0%    0%        -       -
                            -------               ------- -------
                             93,212                11,983  14,979
                            -------               ------- -------
TOTAL ASSETS               $159,401               $34,546 $43,734
                            =======               ======= =======

               Distribution of Liquidation Proceeds
                          (in thousands)

                                                     Amount
                                                   Low     High
                                                   ---     ----
Gross Current Asset Proceeds Available
for Distribution                                $22,563  $28,755
Gross Non-Current (Fixed) Asset Proceeds
Available for Distribution                       11,983   14,979
                                                 -------  -------
Gross Liquidation Proceeds                        34,546   43,734

Chapter 7 Administrative Claims
  Trustee and receiver fees                          864    1,093
  Counsel for trustee & other professional fees    2,700    2,700
  Wind-down Costs                                  6,000    6,000
                                                 -------  -------
  Chapter 7 Administrative Claims                  9,564    9,793
                                                 -------  -------
  Net Current Asset Proceeds Available
   for Distribution                               16,317   22,315
  Net Non-Current (Fixed) Asset Proceeds
   Available for Distribution                      8,666   11,625
                                                 -------  -------
Total Net Proceeds Available for Distribution    $24,983  $33,940
                                                 =======  =======
Less:
  Senior Credit Facility (Class 2A) Claims       $14,417  $14,417
  Recovery Amount                                 14,417   14,417
  % Recovery                                        100%     100%

Less:
  10.63% Senior Secured Notes Claims            $107,930 $107,930
  Recovery Amount                                 10,566   19,524
  % Recovery                                        9.8%    18.1%
                                                 -------  -------
Net Proceeds Available for Unsecured Claims            -        -

Less:
  General Unsecured (Class 3) Claims            $110,330 $110,330
  Recovery Amount                                      -        -
  % Recovery                                          0%       0%

Less:
  All Other (Class 4) Claims against
  O'Sullivan Holdings(o)                         $29,053  $29,053
  Recovery Amount                                      -        -
  % Recovery                                          0%       0%

A full-text copy of O'Sullivan's Disclosure Statement and Chapter
11 Plan of Reorganization is available for free at:

   http://bankrupt.com/misc/o'sullivandisclosurestatement.pdf

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.
(O'Sullivan Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


OM GROUP: Reduced Earnings Prompt S&P to Affirm Low-B Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Cleveland, Ohio-based
OM Group Inc.  Standard & Poor's also removed the ratings from
CreditWatch with developing implications, where they were placed
in August 2004, and assigned a stable outlook.

"The ratings affirmation and stable outlook recognize sharply
reduced earnings, reflecting in part lower cobalt prices, offset
by cash flow protection measures and liquidity still satisfactory
for the ratings," said Standard & Poor's credit analyst Wesley E.
Chinn.

The ratings on OM Group reflect wide swings in operating margins
and profitability because of the volatility of cobalt and nickel
prices, risks in its principal cobalt supplier country, long-term
nickel supply uncertainties, and aggressive debt leverage.  These
negatives are tempered slightly by its position as an established
provider of metal-based specialty chemical and refined metal
products, the substantial geographic diversity of sales,
satisfactory liquidity, and less reliance on debt leverage to meet
growth objectives for the foreseeable future.  OM is focused on
applying proprietary technology to unrefined cobalt and nickel raw
materials to market value-added products.

Even with substantially lower earnings this year, cash flows
protection measures and liquidity remain satisfactory for the
ratings.  The wide swings in earnings caused by volatile cobalt
and nickel prices are a major risk factor when assessing
prospective credit quality ratios.  Still, a meaningful rebound in
earnings could occur during 2006.  New management's less
aggressive financial policies might prevent debt increases in the
foreseeable future, as the company focuses on improving the cost
structure, expanding market share at existing accounts or into new
markets, and increasing product line investments.  Consequently,
the outlook could be revised to positive within the next nine
months to 12 months, if profitability begins 2006 on a strong
note, debt levels are held in check, material weaknesses in the
company's internal controls are addressed in a timely fashion, and
Standard & Poor's gains insights on management's intermediate term
business and financial strategies.


ORBIT BRANDS: Files Chapter 11 Plan Leaving Existing Equity Intact
------------------------------------------------------------------
Orbit Brands Corporation (OTC: OBBCQ) has taken positive steps in
its proposed restructuring by filing its plan of reorganization,
and that it is now trading under a new ticker symbol.

The Company's proposed plan of reorganization was filed with the
U.S. Bankruptcy Court for the Central District of California in
Los Angeles and noticed to its creditors on Oct. 6, 2005.  As part
of the plan, the Company proposes that the interests of common
shareholders in the Company will not be impaired.  The proposed
plan is subject to amendment by the Company and additional input
from the Official Committee of Unsecured Creditors and the Office
of the United States Trustee, and must be approved by the
Bankruptcy Court.

                         New Ticker

The Company also obtained approval from the Securities Exchange
Commission to change its ticker symbol to OBBCQ from OBTV, and
commenced trading under the new symbol OBBCQ on Oct. 12, 2005.
The "Q" in the ticker symbol is an SEC designation for companies
in bankruptcy status.  Upon emergence from bankruptcy, the "Q"
will be removed and the ticker will change to OBBC.  The next
scheduled hearing date for the Company to report on the status of
its reorganization effort is Nov. 15, 2005.

"This is a solid step forward in the reorganization of the
Company," Joe Cellura, Chairman and Chief Executive Officer of the
Company, said.  "Our reorganization plan takes into account the
best interests of our shareholders, and we appreciate their
continued support in our reorganization process.  The Company's
objective is to clean up the balance sheet and eliminate costly,
vexatious litigation that has been ongoing since 1998."

Orbit Brands Corporation -- http://www.orbitbrandscorp.com/--  
focus on the growth via the acquisition and development of early
stage high growth companies in the technology, health and fitness,
and consumer goods industries.

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,
Esq., at Hughes & Dunstan, LLP, filed an involuntary chapter 11
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,
L.A. Div., Case No. 04-24171.  On Dec. 14, 2004, the Company
consented to entry of an order for relief by filing a voluntary
Chapter 11 petition.  Orbit Brands said that it elected to file
for chapter 11 protection to bring a halt to vexatious litigation
in several states and to protect the interests of shareholders and
legitimate creditors.

Orbit Brands has filed its Schedules of Assets and Liabilities and
Statement of Financial Affairs, and a creditors committee has been
appointed to represent the interests of the Company's unsecured
creditors.


PASADENA GATEWAY: Wants Court to Close Chapter 11 Case
------------------------------------------------------
Pasadena Gateway Venture, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of Texas to enter a final decree and close
its chapter 11 case nunc pro tunc to Sept. 30, 2005.

As reported in the Troubled Company Reporter on July 22, 2005, the
Court confirmed the Debtor's First Amended Plan of Reorganization
on July 15, 2005.

The Debtor tells the Court that it has implemented the confirmed
plan of reorganization by:

    (a) concluding the closing of the compromise; and
    (b) selling its real property.

The Debtor says that the sale of the real property was closed on
Sept. 1, 2005 and that proceeds of the sale were disbursed in
accordance with the terms of the amended plan.

Headquartered in Houston, Texas, Pasadena Gateway Venture, Ltd.,
filed for chapter 11 protection on April 3, 2005 (Bankr. S.D. Tex.
Case No. 05-34900).  Marilee A Madan, Esq., at Russell & Madan,
P.C., represents the Debtor.  When the Debtor filed for protection
from its creditors, it reported estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


PERSISTENCE CAPITAL: Section 341(a) Meeting Slated for Nov. 15
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of
Persistence Capital LLC's creditors at 9:00 a.m., on Nov. 15,
2005, at 21051 Warner Center Lane, Woodland Hills, California.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

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


PINKSTON-HOLLAR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pinkston-Hollar, Inc.
        2887 A West Pioneer Parkway
        Arlington, Texas 76013

Bankruptcy Case No.: 05-95453

Type of Business: The Debtor specializes in metal roof
                  installation.  See http://pinkstonhollar.com/

Chapter 11 Petition Date: October 19, 2005

Court: Northern District of Texas (Ft. Worth)

Debtor's Counsel: Northern District of Texas (Fort Worth)

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PLEASURE COVE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pleasure Cove Resort Asset Mgt Group LLC
        346 Soscol Avenue
        Napa, California 94559-4006

Bankruptcy Case No.: 05-14070

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jarolovsky

Debtor's Counsel: Craig K. Welch, Esq.
                  Welch and Olrich
                  809 Petaluma Boulevard North
                  Petaluma, California 94952
                  Tel: (707) 782-1790

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
   ------                     ---------------       ------------
Onanno, Michael D.            Sale of interest          $180,000
134 South Jackson Way
Alamo, CA 94507-1509

Donald Lombardi, Jr.          Loan                      $139,542
c/o Berliner Cohen
(Joseph Dworak)
10 Almaden Boulevard, 11th Fl
San Jose, CA 95113-2226

Gary Freitas                  Sale of interest           $30,000
635 Vine Hill Way
Martinez, CA 94553-5363

Berryessa Garbage             Trade debt                 $10,512

Phillips & Associates                                    $10,000

SWRCB                         Trade debt                  $8,785

Pearson, Earl                 Pre-paid rent               $4,500

First Insurance Funding       Trade debt                  $4,415
Corp.

Mcgowan, James                Pre-paid rent               $4,005

Straub, Richard               Pre-paid rent               $3,510

Smith, Dan                    Pre-paid rent               $2,700

Fridoles, Mike                Pre-paid rent               $2,700

Johnson, Patrick              Pre-paid rent               $2,700

Curreri, Tony                 Pre-paid rent               $2,700

Thomas, Steve                 Pre-paid rent               $2,700

Goodwin, Charles              Pre-paid rent               $2,700

James, Terry & Pam            Pre-paid rent               $2,700

BC Stocking                   Trade debt                  $2,283

Rion, Ken                     Pre-paid rent               $1,575

Barber, Susan                 Pre-paid rent               $1,575


POINT TO POINT: Files Plan of Reorganization in W.D. Missouri
-------------------------------------------------------------
Point to Point Business Development, Inc., filed its chapter 11
Plan of Reorganization, and a Disclosure Statement explaining the
Plan, in the U.S. Bankruptcy Court for the Western District of
Missouri.

The Plan provides for the recovery of the bankruptcy assets, and
the continuing operation of the Debtor to pay the amounts due
under it.  The Plan is drafted to allow for confirmation to
proceed before final implementation of the Debtor's turn around
and before any value can be realized from the bankruptcy assets,
because it passes the value of those assets directly to creditors
on a pro rata basis.

                     Treatment of Claims

Administrative Claims will be paid in full.  Priority Claims will
be paid in accordance with the priority as they appear in the
schedules.

Secured creditors will receive a lump sum payment of $121,500 out
of funds held in escrow immediately upon entry of an order
approving the settlement between the Debtor and the secured
creditors, plus $218,500 from amounts recovered or released by the
estate's prosecution of the Declaratory Judgment Action.

General unsecured creditors will be paid:

   -- their pro rata share of a payment equal to 20% the amount of
      monthly net profit actually earned in accordance with
      Generally Accepted Accounting Principles, at the end of each
      calendar quarter following confirmation of the Plan; plus

   -- 50% of net cash held at the end of the calendar year
      starting in 2006, payable in January the following year,
      from the operation of the Debtor's business for a period of
      not less than the length of time needed to pay to creditors
      the gross amount paid through the Plan on hard assets plus
      20% or 30 months.

In addition, as soon as practicable, unsecured creditors will get
a pro rata distribution from any net bankruptcy assets collected
or received by the estate.

Equity security holders will be retained in exchange for new value
contributions as follows:

   -- $250,000 to be contributed to operations as needed to
      capitalize operations and cover cash shortfalls; plus

   -- the guarantee of an additional $250,000 in loans to be made
      to the Debtor.

A full-text copy of the Debtor's chapter 11 plan of reorganization
is available for a fee at http://researcharchives.com/t/s?262

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  The Debtor estimated at the time of the chapter 11
filing that it had less than $50,000 in assets and more than $1
million of debt.


POINT TO POINT: Taps Paul Fouts as Special Accountant
-----------------------------------------------------
Point to Point Business Development, Inc., asks the U.S.
Bankruptcy Court for the Western District of Missouri for
permission to employ Paul J. Fouts, Jr., CPA, at Fouts & Co., LLC,
as its special accountant.

Mr. Fouts and his Firm will:

   -- work independent of the Debtor's regular accountant to:

       * investigate and pursue any actions on behalf of the
         Debtor in order to recover assets for the estate; and

       * investigate any issues raised by the Motion for
         Appointment of Examiner filed with the Court on Aug. 31,
         2005;

   -- further investigate and pursue any actions on behalf of the
      estate in any issues raised by the cash collateral agreement
      objections filed with the Court on Sept. 6, 2005; and

   -- perform other accounting services as may be required and in
      the interest of the estate.

The Firm's professionals bill:

        Designation                        Hourly Rate
        -----------                        -----------
        Paul J. Fouts, Senior Member          $225
        Paul D. Kluemper, Junior Member       $135
        Staff Accountant                       $75

To the best of the Debtor's knowledge, Mr. Fouts is a
"disinterested person" as that term is defined in 11 USC Sec. 327.

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  The Debtor estimated at the time of the chapter 11
filing that it had less than $50,000 in assets and more than $1
million of debt.


PPM AMERICA: Moody's Lowers $256 Million Sr. Notes' Rating to Caa1
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Class A-1 of
Notes co-issued by PPM America Structured Finance CBO I Ltd. and
PPM America Structured Finance CBO I Corp.  Moody's noted that
this rating action results from the Issuer's exposure to the
downward credit migration and interest deferral of certain
portfolio securities.  According to the deal surveillance report
dated September 1, 2005, the Class A-1, Class A-2 and Class B
Overcollateralization Tests are 90.44%, 82.94% and 79.18% (vs.
limit 111.95%, 106.5% and 104.1% respectively).  At the same time,
the reported Weighted Average Rating Factor Test is 3093 (limit
450).

PPM America Inc. is the Collateral Manager for the transaction.

Rating action: Downgrade

  Issuer: PPM America Structured Finance CBO I Ltd.

  Description: U.S. $256,500,000 Class A-1 Floating Rate Senior
             Notes Due 2030.

     * Previous Rating: Ba2 (under review for possible downgrade)
     * Current Rating: Caa1


PRUDENTIAL MORTGAGE: Fitch Raises Ratings on Four Cert. Classes
---------------------------------------------------------------
Fitch upgrades Prudential's ROCK commercial mortgage pass-through
certificates, series 2001-C1, as follows:

     -- $38.6 million class C to 'AAA' from 'A+';
     -- $9.1 million class D to 'AAA' from 'A';
     -- $11.4 million class E to 'AA+' from 'A-';
     -- $15.9 million class F to 'AA-' from 'BBB+';
     -- $13.6 million class G to 'A from 'BBB';
     -- $13.6 million class H to 'BBB+' from 'BB+';
     -- $22.7 million class J to 'BB+' from 'BB';
     -- $6.8 million class K to 'BB' from 'BB-';
     -- $4.5 million class L to 'BB-' from 'B+'.

In addition, Fitch affirms the following classes:

     -- $122.4 million class A-1 at 'AAA';
     -- $536.1 million class A-2 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $27.2 million class B at 'AAA';
     -- $9.1 million class M at 'B'.

The $4.5 million class N remains at 'CCC'.  Fitch does not rate
the $7.6 million class O.

The upgrades reflect the continued strong pool performance and the
defeasance of 12 loans since Fitch's last rating action.  As of
the October 2005 distribution date, the transaction's aggregate
principal balance has decreased 7.1%, to $843.2 million from
$908.2 million at closing.  There are currently no delinquent or
specially serviced loans.

One loan, the RREEF America II Portfolio, representing
approximately 11% of the pool, maintains an investment grade
credit assessment.  The $155.4 million loan is split into an A and
B note.  The $91 million A note is included in the transaction and
the $64.4 million B note is held outside the trust.  The loan is
secured by a diverse portfolio of industrial, retail, office, and
multifamily properties located in Delaware, Texas, California,
Florida, Georgia, and Arizona.  There are approximately
3.7 million square feet of commercial space and 176 multifamily
units.  The stressed debt service coverage ratio for year-end 2004
on the A note was 2.59 times compared to 2.65x as of YE 2003 and
2.63x at issuance.

The Fitch stressed DSCR for the loan is calculated using servicer
provided net operating income less reserves divided by the Fitch
stressed debt service payment.


PUTNAM CBO: Credit Enhancement Prompts Fitch to Lift Ratings
------------------------------------------------------------
Fitch Ratings upgrades the ratings of two classes of notes issued
by Putnam CBO II, Limited/Corp, which closed Nov. 5, 1997.  The
following rating actions are effective immediately:

   --$51,617,351 senior notes upgraded to 'AA' from 'BBB+';
   --$75,782,166 second priority notes upgraded to 'CC' from 'C'.

Putnam CBO II is a collateralized bond obligation managed by
Putnam Advisory Company LLC.  The collateral of Putnam CBO II is
composed of high yield corporate bonds and emerging markets
corporate and sovereign debt.  Included in this review, Fitch
Ratings discussed the current state of the portfolio with the
collateral manager and their portfolio management strategy going
forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates.

The upgrades are based on the improved credit enhancement caused
by the significant redemptions of the senior notes and the current
interest that is now being paid to the second Priority notes.
Since the last rating action on Dec. 17, 2004, approximately $18.5
million of the senior notes have been redeemed leaving 20.2% of
the original balance outstanding.  This deleveraging has caused
the Senior Par Value Ratio to increase to 187.2% as of the Sept.
20, 2005 trustee report from 145.4% at the last review.  In
addition, Putnam CBO II is currently holding approximately $20
million of principal proceeds, the majority of which will be used
to further redeem the senior notes on the November 2005 payment
date.  A small portion of the principal proceeds will be used to
make up an interest shortfall to the second priority notes, as has
been the case on previous payment dates.

Although the second priority notes have deferred approximately
$15.8 million of interest payments in the past, they are now
receiving their current distributions due to the principal
proceeds that are being applied to make up interest shortfalls.
On the May 2005 payment date, approximately 36% of the second
priority interest distribution was made with principal proceeds.
While this class will not receive its full principal amount, it
can be expected to recover a modest portion of its original
balance.

The rating of the senior notes addresses the likelihood that
investors will receive full and timely payments of interest, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The rating of the second priority notes
addresses the likelihood that investors will receive ultimate
interest and deferred interest payments, as well as the aggregate
outstanding amount of principal by the stated maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/.For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, and also available at
http://www.fitchratings.com/.


REFCO INC: Updated 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.: 05-60006

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Refco Global Finance Ltd.                  05-60007
      Refco Information Services LLC             05-60008
      Bersec International LLC                   05-60009
      Refco Capital Management LLC               05-60010
      Refco Global Capital Management LLC        05-60011
      Marshall Metals LLC                        05-60012
      Refco Financial LLC                        05-60013
      New Refco Group Ltd., LLC                  05-60014
      Refco Regulated Companies LLC              05-60015
      Refco Finance Inc.                         05-60016
      Refco Capital Holdings LLC                 05-60017
      Refco Capital Markets, Ltd.                05-60018
      Kroeck & Associates, LLC                   05-60019
      Refco Administration, LLC                  05-60020
      Refco Mortgage Securities, LLC             05-60021
      Refco Capital LLC                          05-60022
      Refco F/X Associates LLC                   05-60023
      Refco Global Futures LLC                   05-60024
      Summit Management LLC                      05-60025
      Refco Capital Trading LLC                  05-60026
      Refco Group Ltd., LLC                      05-60027
      Refco Global Holdings LLC                  05-60028
      Refco Fixed Assets Management LLC          05-60029

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 (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: J. Gregory Milmoe, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Tel: (212) 735-3770
                  Fax: (917) 777-3770

Financial Condition as of August 31, 2005:

      Total Assets: $16,500,000,000

      Total Debts:  $16,800,000,000

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. Building 1
Moscow, Russia 115035

Rogers Raw Materials Fund                           $287,436,182
c/o Beeland Management
141 West Jackson Boulevard, 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 Avenue 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 Boulevard, Suite 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
P.O. 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
P.O. 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
P.O. 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.
P.O. 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 Building 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


REFCO INC: S&P Ratings Tumble to D After Bankruptcy Filing
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CC' long-term
counterparty credit rating, 'CC' senior debt rating, and 'C'
subordinated debt rating on Refco Group Ltd. LLC to 'D'.  All of
the ratings were also removed from CreditWatch Negative where they
had been placed on Oct. 10, 2005.

"The downgrades are in response to the announcement by Refco Inc.
-- the parent of Refco Group -- that it and certain subsidiaries
filed for bankruptcy protection from creditors," said Standard &
Poor's credit analyst Tom Foley.


RF CUNNINGHAM: Wants Exclusive Period Extended to December 26
-------------------------------------------------------------
R.F. Cunningham & Company asks the U.S. Bankruptcy Court for the
Eastern District of New York to extend until Dec. 26, 2005, the
time within which it has the exclusive right to file a plan of
reorganization.  The Debtor also asks the Court to extend its
exclusive period to solicit plan acceptances to Feb. 27, 2006.

The Debtor and its professionals are analyzing the various rights
of creditors, especially the producers that sold grain to the
Debtor, under applicable state statutes, the Debtor says.

The Debtor tells the Court that with respect to the New York
producers, there remain outstanding issues regarding:

    (a) the total number of creditors and the overall effect of
        the alleged statutory trust; and

    (b) the agricultural producers fund pursuant to N.Y. Ag. &
        Mrkts. Law Section 250(a) and 250(b).

The Debtor discloses that it is unclear at this point what its
obligations are vis-a-vis:

    (1) the producers,
    (2) the New York State Department of Agriculture, and
    (3) the agricultural producers security fund.

The Debtor reminds the Court that these issues were brought to the
Court pursuant to the motion of Log City Milling, Inc. to compel
immediate disbursement of the alleged statutory trust.  The Debtor
says that the reason it gave why it believed that it was not the
appropriate time to disburse assets to Log City and then other
creditors on a "first come first served" basis, also justify the
need for additional time to formulate its Plan.

The Debtor tells the Court that until the issues are resolved, it
is in the best interest of the estate and all the creditors to
extend its exclusivity period.

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on June
13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  Harold S. Berzow,
Esq., at Ruskin Moscou Faltischek, P.C., represents the Debtor in
its restructuring efforts.  When The Debtor filed for protection
from its creditors, it listed $8,416,240 in total assets and
$10,218,229 in total debts.


RF CUNNINGHAM: Court Sets November 22 as Claims Bar Date
--------------------------------------------------------
The Honorable Melanie L. Cyganowski of the U.S. Bankruptcy Court
for the Eastern District of New York, established 4:00 p.m. on
Nov. 22, 2005, as the deadline for all creditors owed money on
account of claims arising prior to July 13, 2005 against R.F.
Cunningham & Company, to file proofs of claim.

Creditors must file their proofs of claim on or before the Nov. 22
Claims Bar Date and those forms may be filed in person, or sent by
first class mail or by overnight courier to:

      Clerk of the Court
      United States Bankruptcy Court
      for the Eastern District of New York
      290 Federal Plaza
      Central Islip, NY 11722

Proof of Claims shall be deemed filed only when actually
physically received by the Clerk with a copy to:

      Ruskin Moscou Faltischek, P.C.
      East Tower, 15th Floor
      1425 EAB Plaza
      Uniondale, NY 11556-1425
      Attn: Sandra L. McGrath

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on June
13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  Harold S. Berzow,
Esq., at Ruskin Moscou Faltischek, P.C., represents the Debtor in
its restructuring efforts.  When The Debtor filed for protection
from its creditors, it listed $8,416,240 in total assets and
$10,218,229 in total debts.


SAINT VINCENTS: Plaintiffs Object to Removal Period Extension
-------------------------------------------------------------
Lynn Marziale, administratrix of the estate of Luke M. Parlatore,
and Angela Robb, objects to Saint Vincents Catholic Medical
Centers of New York and its debtor affiliates' request to extend
the removal periods for causes of action asserted before the
Petition Date.

As reported in the Troubled Company Reporter, the Debtors asked
the U.S. Bankruptcy Court for the Southern District of New York to
extend the Removal Period until the confirmation of any plan of
reorganization in their Chapter 11 cases.  At the October 11, 2005
hearing, the Hon. Prudence Carter Beatty issued a bridge order
extending the Debtors' Removal Period until further hearing on the
matter.

Ms. Marziale and Ms. Robb are plaintiffs to separate prepetition
civil actions pending in the New York State Supreme Court against
several defendants including Saint Vincent Catholic Medical
Centers.

Bradley A. Sacks, Esq., representing the Plaintiffs, asserts that
the Debtors' request for an open-ended extension to file removal
proceedings for causes of action filed before the Petition Date
is overboard under the circumstances.

According to Mr. Sacks, the defense in the Civil Actions was
being provided through Medical Liability Mutual Insurance Co.
Thus, the Debtors' resources will not be diverted from their
attempt to restructure their business.  The continued prosecution
of the Civil Actions will not impact any other matter pending
before the Court or affect the reorganization.

On the other hand, the Plaintiffs will suffer immeasurable
prejudice by the delay of the prosecution of their cases.
Mr. Sacks points out that Ms. Robb, who has been rendered
paraplegic since a neurosurgical procedure was performed on her
on December 11, 2002, remains trapped in a long term nursing
facility.  She has no funds to move or modify her dwelling, which
is not wheelchair accessible.

Accordingly, the Plaintiffs ask the Court to lift the stay to
allow their Civil Actions to proceed.

The Plaintiffs are amenable to a limited extension of the removal
period after the stay is modified to allow the Debtors to
determine if removal of the Civil Actions is in their best
interest.  The Plaintiffs agree that the removal period may be
extended:

   (a) for 60 days after the Court modifies the stay, as to
       the Marziale Action; and

   (b) not more than 90 days after modification of the automatic
       stay as to the Robb Action.

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: Taps Togut Segal as Special Conflicts Counsel
-------------------------------------------------------------
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 retain Togut, Segal & Segal
LLP as their special conflicts counsel.

As previously reported, the Debtors sought and obtained the
Court's approval to hire Garfunkel, Wild & Travis P.C., as their
special healthcare, finance, and bankruptcy counsel.

According to Elizabeth St. Clair, chief legal officer and general
counsel of Saint Vincent Catholic Medical Centers, although
Garfunkel was originally retained to also serve as conflicts
counsel, the Debtors have determined that it would be better to
have a separate conflicts counsel in their Chapter 11 cases.

The Debtors will continue to employ Garfunkel in its traditional
role as special health care counsel pursuant to Section 327(e) of
the Bankruptcy Code for healthcare and finance matters.

Ms. St. Clair explains that, given its smaller size and
expertise, Togut Segal can efficiently handle matters that the
Debtors may encounter which cannot be appropriately handled by
Weil, Gotshal & Manges LLP, because of a potential or actual
conflict of interest.

Togut Segal will render professional services for discrete
matters, which may include, but are not limited to:

   (a) advising the Debtors regarding their powers and duties as
       debtors-in-possession in the continued management and
       operation of their businesses and properties;

   (b) attending meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) taking necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors and representing their interests in
       negotiations concerning litigation in which the Debtors
       are involved, including, but not limited to, objections to
       claims filed against the estates;

   (d) preparing, on the Debtors' behalf motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

   (e) advising the Debtors in connection with any potential sale
       of assets;

   (f) appearing before the Bankruptcy Court and any appellate
       courts and protect the interests of the Debtors' estates
       before these courts; and

   (g) performing other necessary legal services and provide
       other necessary legal advice to the Debtors in connection
       with the Debtors' Chapter 11 Cases.

The Debtors will pay Togut Segal its customary hourly rates for
services rendered and reimburse the firm according to its
customary reimbursement policies.

The firm's current hourly rates are:

            Professional                    Rate
            ------------                    ----
            Partners                    $630 to $765
            Counsel                         $545
            Paralegals & Associates     $125 to $525

As of the Petition Date, the Debtors did not owe Togut Segal any
amounts for legal services rendered prior to that date.

Mr. Togut, senior member of Togut Segal, affirms that the firm is
a "disinterested person," as that phrase is defined in Section
101(14) of the Bankruptcy Code and as modified by Section
1107(b).

After performing the necessary conflicts check, Togut Segal
discloses that it has previously transacted with HP3, Inc., a
party-in-interest in the Debtors' Chapter 11 cases.

On August 9, 2005, Togut Segal was retained by Tallman, Hudders &
Sorrentino, P.C., to assist with its representation of HP3 in
connection with HP3's unexpired agreement to provide collection
software to SVCMC.  According to Mr. Togut, his firm's activity
concerning HP3 was limited to participating in telephone
conferences with counsel concerning the status of HP3's
negotiations for assumption of its agreement by the Debtors, and
a possible motion to compel assumption or rejection.

According to Mr. Togut, Togut Segal never formally appeared in
the Debtors' cases on behalf of HP3, and the firm was never asked
to draft or file any motion or other pleading on behalf of HP3.
Ultimately, it was determined Togut Segal's services were not
necessary, and Tallman's engagement of Togut Segal ended on
September 14, 2003.

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: Court Affirms St. Mary's Closure Order
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied Kenneth Falk's request to stay its previous order approving
the closure of St. Mary's Hospital of Brooklyn, New York.

The Court finds that no new material issues of fact or law have
been raised, which would have materially influenced the Court's
decision to order the closing of the Hospital.

On September 26, 2005, the Court received an unsigned letter from
Kenneth Falk requesting reconsideration of a September 20, 2005
Order approving the closure of St. Mary's Hospital in Brooklyn,
New York.

On September 29, 2005, Mr. Falk submitted to Court another letter
asking an order to stay the closing of the Hospital.  Four days
later, he filed an Order to Show Cause seeking for the third time
in as many weeks an order to stop the closure.

In consideration of Mr. Falk's claims that Lateef Sadiq of the
Khidmah Corporation has made an offer to purchase St. Mary's
Hospital, Judge Beatty points out that Mr. Sadiq has never filed
papers with the Court indicating the desire or the financial
wherewithal of Khidmah to purchase the Hospital, neither has Mr.
Sadiq nor the Corporation's legal representative appeared at any
of the many hearings regarding the matter.

The Court finds that no new material issues of fact or law have
been raised, which would have materially influenced the Court's
decision to order the closing of the Hospital.

Accordingly, Judge Beatty denies:

   a) Mr. Falk's second request for reconsideration; and

   b) the Order to Show Cause seeking a stay of the September 20
      Order.

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)


SAKS INC: Earns $8.2 Million of Net Income in Second Quarter
------------------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) reported results for the
second quarter and six months ended July 30, 2005, and outlined
its outlook for the balance of 2005.

The Company operates two business segments, Saks Department Store
Group and Saks Fifth Avenue Enterprises.  SDSG consists of the
Company's department stores under the Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store nameplates,
Parisian specialty department stores, and Club Libby Lu specialty
stores.  The Company has announced it is exploring strategic
alternatives for both NDSG and Club Libby Lu.  SFAE is comprised
of Saks Fifth Avenue luxury department stores, Saks Off 5th outlet
stores, and saks.com.

On July 5, 2005, the Company completed a transaction in which it
sold substantially all of the assets directly involved in the
Company's Proffitt's and McRae's operations to Belk, Inc., for
approximately $622 million in cash plus the assumption of certain
liabilities.

On July 19, 2005, the Company successfully completed cash tender
offers and consent solicitations, repurchasing approximately
$586 million in principal amount of outstanding senior notes,
substantially reducing the Company's leverage. These notes were
repurchased at par, which included a consent fee.

The Company did not timely file its Second Quarter Form 10-Q with
the SEC primarily due to the delayed Sept. 1, 2005, filing of the
Company's Annual Report on Form 10-K.  Prior period financial
information contained in this release has been restated to reflect
adjustments primarily related to improperly collected markdown
allowances at an SFAE merchandising division, the timing of
recording of vendor markdown allowances, and lease accounting
methods (related to accounting for rent holidays, tenant
allowances, and symmetry of lease terms).

                     Earnings Overview

Saks Incorporated recorded net income of $8.2 million for the
second quarter ended July 30, 2005.  The quarter included a net
gain of $57.0 million (net of taxes), primarily comprised of a
$76.0 million gain on the sale of the Proffitt's/McRae's business
(including an $88.0 million write-off of goodwill) netted against
a non-cash $17.7 million loss on the extinguishment of debt
related principally to the write-off of deferred financing costs
on senior notes and a premium on previously exchanged notes.

The Company recorded a loss of $25.3 million for the prior year
second quarter ended July 31, 2004, which included a charge of
$2.1 million (net of taxes), primarily related to the disposition
of assets associated with store closings.

For the current year second quarter, consolidated comparable store
sales increased 2.1%, while total revenues fell 2.6%, reflecting
the sale of the Proffitt's/McRae's business.  The consolidated
gross margin rate was 240 basis points below last year, and year-
over-year selling, general, and administrative expenses grew 180
basis points.

                      Six Months Ended

Saks Incorporated recorded net income of $24.4 million for the six
months ended July 30, 2005. The six months included a net gain of
$58.5 million (net of taxes), primarily comprised of the
$76 million gain on the sale of the Proffitt's/McRae's business
(including an $88.0 million write-off of goodwill) netted against
the $17.7 million non-cash loss on the extinguishment of debt
related to the repurchase of senior notes.  The six months also
included approximately $5.6 million (net of taxes) of expenses
associated with the recently completed investigations by the
Company's Audit Committee of improper collections of vendor
markdown allowances and approximately $3.5 million (net of taxes)
of retention expenses.

The Company recorded a loss of $5.2 million, for the prior year
six months ended July 31, 2004, which included a charge of
$4.7 million (net of taxes), primarily related to the disposition
of assets associated with store closings.

"The second quarter reflected consummation of the transaction to
sell the assets of Proffitt's/McRae's, a reduction in total debt
of over 40%, year-over-year operating improvement at the remaining
SDSG businesses, and a disappointing SFAE performance," R. Brad
Martin, Chairman and Chief Executive Officer of Saks, noted.

"While SFAE continued to progress on a number of important
strategic initiatives during the first half of 2005, execution at
this business was simply not satisfactory.  Actions associated
with the Audit Committee investigations of improper markdown
allowances clearly took their toll on the organizational focus and
operating results of SFAE during the first half of the year.  I
expect improved business discipline and execution at SFAE going
forward."

                  Balance Sheet Highlights

Inventories at July 30, 2005 totaled $1.28 billion, a 12% decrease
over the prior year.  Consolidated comparable store inventories
decreased approximately 5% over last year, with levels at SDSG and
SFAE both below last year.  The decline in SFAE comparable store
inventories reflected the timing of merchandise receipts, with
some receipts falling into the third quarter this year versus the
second quarter last year.

The Company ended the quarter with approximately $250 million of
cash on hand and no borrowings on its $800 million revolving
credit facility.  As a result of the July 2005 repurchase of
approximately $586 million in principal amount of outstanding
senior notes, total debt at July 30, 2005 declined over 40% to
approximately $763 million, and debt-to-capitalization was 26.3%.
Subsequent to quarter end, the Company repurchased an incremental
$21.4 million in senior notes, bringing the total year-to-date
debt reduction on the senior notes to approximately $607 million.

The Company did not purchase any shares of Saks' common stock
during the six months ended July 30, 2005.  The Company has
remaining availability of approximately 15.7 million shares under
its repurchase programs.

Saks Incorporated operates Saks Fifth Avenue Enterprises, which
consists of 55 Saks Fifth Avenue stores, 50 Saks Off 5th stores,
and http://www.saks.com/The Company also operates its Saks
Department Store Group with 181 department stores under the names
of Parisian, Younkers, Herberger's, Carson Pirie Scott, Bergner's,
and Boston Store and 53 Club Libby Lu specialty stores.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2005,
Moody's Investors Service changed the direction of Saks Inc.
review to on review for possible upgrade from on review for
possible downgrade as a result of the company effectively curing
the defaults triggered by its failure to timely file its fiscal
year end financial statements, as well as its improved liquidity
as a result of a significant asset sale:

   * Corporate family of B2;

   * Senior unsecured debt guaranteed by operating
     subsidiaries of B2;

As reported in the Troubled Company Reporter on July 22, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Saks Inc. to 'B+' from 'CCC+' to
reflect the successful completion of a tender offer that reduced
debt by $585 million.  The ratings remain on CreditWatch with
developing implications.


SHOPKO STORES: Extending 9-1/4% Debt Tender Offer Until Nov. 10
---------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) extended its offer to purchase any
and all of its outstanding $100 million principal amount of 9-1/4%
Senior Notes due 2022.

On Oct. 18, 2005, ShopKo had terminated the Agreement and Plan of
Merger with an affiliate of Goldner Hawn Johnson & Morrison
Incorporated and subsequently entered into a definitive merger
agreement to be acquired by an affiliate of Sun Capital Partners.
The Offer expired on Tuesday, Oct. 18, 2005 at 9:30 a.m., New York
City time.  The Offer will now expire at 9:30 a.m., New York City
time, on Thursday, Nov. 10, 2005.  All terms, provisions and
conditions of the Offer will remain in full force and effect.

The terms of the Offer and Solicitation are described in the Offer
to Purchase and Consent Solicitation Statement dated June 30,
2005, as amended by a Supplement dated Aug. 10, 2005.  ShopKo
disclosed on Aug. 15, 2005, that it had received the requisite
consents to amend the indenture governing the Notes.  ShopKo
executed the supplemental indenture on Aug. 16, 2005, eliminating
substantially all of the restrictive covenants and certain events
of default in the indenture governing the Notes.  Copies of the
Offer to Purchase and Consent Solicitation Statement may be
obtained from Global Bondholder Services Corporation, the
information agent for the Offer, at (866) 736-2200 (US toll free)
or (212) 430-3774 (collect).

ShopKo said it has been informed by the information agent that, as
of 9:30 a.m., New York City time, on Oct. 18, 2005, approximately
$94 million in aggregate principal amount of Notes had been
tendered in the Offer.  This amount represents approximately 94%
of the outstanding principal amount of the Notes.

Banc of America Securities LLC and Morgan Stanley & Co.
Incorporated are acting as the dealer managers for the Offer.
Questions regarding the Offer may be directed to Banc of America
Securities LLC, the lead dealer manager, at (212) 847-5834 or
(888) 292-0070.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                         *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Moody's Investors Service placed the long-term debt ratings of
ShopKo Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.


STATION CASINOS: Earns $39 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Station Casinos, Inc. (NYSE:STN) reported the results of its
operations for the third quarter ended Sept. 30, 2005.

                   Results of Operations

The Company's net revenues for the third quarter ended Sept. 30,
2005, were approximately $276.3 million, an increase of 14%
compared to the prior year's third quarter.  The Company reported
EBITDA for the quarter of $117.8 million, an increase of 30%
compared to the prior year's third quarter.  For the third
quarter, Adjusted Earnings applicable to common stock were
$44.2 million.  This marks the fifteenth consecutive quarter of
year-over-year growth of Adjusted EBITDA, EBITDA margin and EPS.

During the third quarter, the Company incurred preopening costs
related to projects under development of $1.7 million, a
$3.4 million loss on the disposition of land, a $600,000 loss on
the early retirement of debt, $300,000 in costs to terminate
certain leases at Green Valley Ranch and $2 million in costs to
develop new gaming opportunities, primarily related to Native
American gaming.  Including these items, the Company reported net
income of $39 million.

The Company's earnings from its Green Valley Ranch joint venture
for the third quarter were $10.7 million, excluding the lease
termination costs, which represents a combination of the Company's
management fee plus 50% of Green Valley Ranch's operating income.
For the quarter, Green Valley Ranch generated EBITDA before
management fees of $24.4 million, a 29% increase compared to the
prior year's third quarter.  These numbers include results from
the $125 million expansion of that property, which opened in
December 2004 and included approximately 300 new hotel rooms and
25,000 square feet of additional meeting and convention space.

            Balance Sheet Items and Capital Expenditures

Long-term debt was $1.74 billion as of September 30, 2005.  Total
capital expenditures were $260.5 million for the third quarter.
Expansion and project capital expenditures included $173.9 million
for Red Rock Resort and $43.5 million for the purchase of land.
As of Sept. 30, 2005, the Company's debt to cash flow ratio as
defined in its bank credit facility was 3.9 to 1.

                          Dividend

The Company's Board of Directors declared a quarterly cash
dividend of $0.25 per share.  The dividend is payable on Dec. 2,
2005, to shareholders of record on Nov. 11, 2005.

Station Casinos, Inc. -- http://www.stationcasinos.com/-- is the
leading provider of gaming and entertainment to the residents of
Las Vegas, Nevada.  Station's properties are regional
entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns a 50%
interest in both Barley's Casino & Brewing Company and Green
Valley Ranch Station Casino in Henderson, Nevada, and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada.  In
addition, Station manages the Thunder Valley Casino near
Sacramento, California, on behalf of the United Auburn Indian
Community.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Moody's Investors Service raised the ratings of Station Casino,
Inc. and affirmed the company's SGL-2 speculative grade
liquidity rating.  Moody's also assigned a Ba3 rating to Station's
$150 million add-on to its existing 6-7/8% senior subordinated
notes due 2016.

These ratings were raised:

   -- Corporate family rating, to Ba1 from Ba2;

   -- $450 million 6% senior notes due 2012, to Ba2 from Ba3;

   -- $450 million 6-1/2% senior subordinated notes due 2014,
      to Ba3 from B1; and

   -- $350 million 6-7/8% senior subordinated notes due 2016,
      to Ba3 from B1.

This new rating was assigned:

   -- $150 million 6-7/8% senior subordinated note add-on
      due 2016 -- Ba3.

This rating was affirmed:

   -- Speculative grade liquidity rating, at SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


STATION CASINOS: Reports 3rd Quarter Financial & Operating Results
------------------------------------------------------------------
Station Casinos, Inc. (NYSE:STN) reported the results of its
operations for the third quarter ended September 30, 2005.

Highlights include:

    -- same-store revenues from its Las Vegas operations increased
       16% over the prior year's third quarter, marking the
       seventh consecutive quarter of double-digit same-store
       revenue growth on a year-over-year basis.  Excluding Green
       Valley Ranch, revenues from its Major Las Vegas Operations
       increased 13% over the prior year's third quarter.

    -- record third quarter EBITDA(1) of $117.8 million, an
       increase of 30% over the prior year's third quarter.

    -- same-store EBITDA from its Las Vegas operations increased
       30% over the prior year's third quarter.

    -- adjusted for non-recurring items and development expense,
       diluted earnings per share of $0.63 compared to $0.46 in
       the prior year's third quarter, an increase of 37%.

    -- same-store EBITDA margins for its Las Vegas operations
       increased to 40.7% from 36.3% in the prior year's third
       quarter.

    -- declaring a quarterly cash dividend of $0.25 per share
       payable on December 2, 2005, to shareholders of record on
       November 11, 2005.

                      Results of Operations

The Company's net revenues for the third quarter ended September
30, 2005, were approximately $276.3 million, an increase of 14%
compared to the prior year's third quarter.  The Company reported
EBITDA for the quarter of $117.8 million, an increase of 30%
compared to the prior year's third quarter. For the third quarter,
Adjusted Earnings applicable to common stock were $44.2 million,
or $0.63 per share, an increase of 37% over the prior year's $0.46
per share on a comparable basis.  This marks the fifteenth
consecutive quarter of year-over-year growth of Adjusted EBITDA,
EBITDA margin and EPS.

During the third quarter, the Company incurred preopening costs
related to projects under development of $1.7 million, a
$3.4 million loss on the disposition of land, a $0.6 million loss
on the early retirement of debt, $0.3 million in costs to
terminate certain leases at Green Valley Ranch and $2.0 million in
costs to develop new gaming opportunities, primarily related to
Native American gaming.  Including these items, the Company
reported net income of $39.0 million and diluted earnings
applicable to common stock of $0.56 per share.

The Company's earnings from its Green Valley Ranch joint venture
for the third quarter were $10.7 million, excluding the lease
termination costs, which represents a combination of the Company's
management fee plus 50% of Green Valley Ranch's operating income.
For the quarter, Green Valley Ranch generated EBITDA before
management fees of $24.4 million, a 29% increase compared to the
prior year's third quarter.  These numbers include results from
the $125 million expansion of that property, which opened in
December 2004 and included approximately 300 new hotel rooms and
25,000 square feet of additional meeting and convention space.

                    Las Vegas Market Results

Same-store (Major Las Vegas Operations and Green Valley Ranch) net
revenues for the quarter increased to $300.0 million, a 16%
increase compared to the prior year's quarter, while EBITDA from
those operations increased 30% to $122.2 million.  "Our seventh
consecutive quarter of double-digit same-store revenue growth was
driven by the continued strength of the Las Vegas economy.  We
have not seen changes in consumer behavior in the Las Vegas
local's market.  All of the key metrics that influence our
business were very robust during the third quarter including
population growth, new job creation and extensive commercial and
residential construction," said Lorenzo J. Fertitta, vice chairman
and president.

          Balance Sheet Items and Capital Expenditures

Long-term debt was $1.74 billion as of September 30, 2005.  Total
capital expenditures were $260.5 million for the third quarter.
Expansion and project capital expenditures included $173.9 million
for Red Rock Resort and $43.5 million for the purchase of land. As
of September 30, 2005, the Company's debt to cash flow ratio as
defined in its bank credit facility was 3.9 to 1.

                            Dividend

The Company's Board of Directors declared a quarterly cash
dividend of $0.25 per share.  The dividend is payable on December
2, 2005, to shareholders of record on November 11, 2005.

                  Fiscal 2005 and 2006 Guidance

For the fourth quarter of 2005, the Company expects EBITDA of
approximately $115 million to $120 million and EPS of $0.59 to
$0.64, excluding development expense and other non-recurring
items.  The guidance for the fourth quarter assumes approximately
$7 million of construction disruption relating to the Santa Fe
Station, Fiesta Henderson and Green Valley Ranch master-planned
expansions.  The projected revenue growth for the fourth quarter
is 9% to 11% excluding the impact of the construction disruption.
Including the impact of the construction disruption, the projected
revenue growth for the fourth quarter is 6% to 8%.  As a result,
the Company now expects EBITDA for 2005 of approximately
$472 million to $477 million, excluding development expense and
non-recurring items and Adjusted Earnings applicable to common
stock of approximately $2.57 to $2.62, assuming 69.5 million fully
diluted shares.  The full year guidance assumes revenue growth in
the Major Las Vegas Operations (excluding Green Valley Ranch) for
2005 of 11% to 12% over the prior year, with an effective tax rate
of 36.9%.

The Company previously issued guidance for fiscal 2006 of
approximately $545 million to $565 million of EBITDA and $2.70 to
$2.89 of EPS, assuming approximately $16 million of construction
disruption relating to the Santa Fe Station, Fiesta Henderson and
Green Valley Ranch master-planned expansions.  The Company intends
to update this guidance on its fourth quarter conference call.
This guidance also assumes the opening of Phase I of Red Rock
Resort at the end of the first quarter of 2006, the completion of
the Fiesta Henderson expansion in the third quarter of 2006, the
completion of the Santa Fe Station expansion in phases beginning
in the third quarter of 2006 through the fourth quarter of 2006
and the completion of the Green Valley Ranch expansion from the
fourth quarter of 2006 through early 2007.  This guidance further
assumes an effective tax rate of 36.5% and 70 million diluted
shares outstanding.

Las Vegas, Nevada-based Station Casinos, Inc., is the largest
owner of off-Strip casino properties.

                         *     *     *

Moody's Investors Service raised the ratings of Station Casino,
Inc. and affirmed the company's SGL-2 speculative grade
liquidity rating.  Moody's also assigned a Ba3 rating to Station's
$150 million add-on to its existing 6-7/8% senior subordinated
notes due 2016.

These ratings were raised:

   -- Corporate family rating, to Ba1 from Ba2;

   -- $450 million 6% senior notes due 2012, to Ba2 from Ba3;

   -- $450 million 6-1/2% senior subordinated notes due 2014,
      to Ba3 from B1; and

   -- $350 million 6-7/8% senior subordinated notes due 2016,
      to Ba3 from B1.

This new rating was assigned:

   -- $150 million 6-7/8% senior subordinated note add-on
      due 2016 -- Ba3.

This rating was affirmed:

   -- Speculative grade liquidity rating, at SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


STEEL HOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Steel House Construction Service, Inc.
        404 Parkview Lane
        Frankfort, Michigan 49635

Bankruptcy Case No.: 05-21168

Type of Business: The debtor is a steel erecting contractor.
                  The Debtor's president filed a chapter 7
                  petition on Oct. 14, 2005 (Bankr. W.D.
                  Mich. Case No. 05-20173) (Gregg, J.).

Chapter 11 Petition Date: October 16, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Wallace H. Tuttle, Esq.
                  Wallace H. Tuttle, P.C.
                  3189 Logan Valley Road
                  P.O. Box 969
                  Traverse City, Michigan 49685-0969
                  Tel: (231) 941-0750
                  Fax: (231) 941-8568

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


STEWART ENTERPRISES: Delays Third Quarter Reports Until Oct. 24
---------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS:STEI) will delay the filing
of its third quarter 2005 results on Form 10-Q with the Securities
and Exchange Commission due to:

     (i) Hurricane Katrina,

    (ii) the efforts to amend its Form 10-K for the year ended
         Oct. 31, 2004, due to the restatement reflecting the
         changes in reportable segments, and

   (iii) an account reconciliation process regarding the Company's
         deferred pre-need revenue balances.

In connection with the Company's internal control assessment under
Section 404 of Sarbanes-Oxley, the Company undertook a project
earlier this year to verify the balances in deferred preneed
cemetery revenue and deferred preneed funeral revenue by
physically reviewing certain of the preneed cemetery and funeral
service and merchandise contracts.

While the Company has made significant progress, it has not
completed its overall review and reconciliation.  The Company had
anticipated completing its review prior to filing its Annual
Report on Form 10-K for fiscal year 2005.  Although the progress
of the project has been disrupted by Hurricane Katrina, the
Company still plans to try to complete the project in time to file
its Annual Report on Form 10-K for fiscal year 2005 by its due
date.

                   Financial Restatements

Management believes that the deferred revenue project could result
in a restatement of the Company's prior period financial
statements.  Management believes that to the extent there is an
adjustment, a significant portion of that adjustment would relate
to the cumulative effect of adopting Staff Accounting Bulletin 101
on Nov. 1, 2000, and could impact reported earnings for periods
subsequent to the implementation of SAB 101.  Management believes
that the adjustment, if any, would result in an adjustment to
deferred revenue and an adjustment to equity in an amount that
should not exceed $60 million and could be materially less than
that amount.  In connection with its deferred revenue project, the
Company is also evaluating whether there could be a material
weakness in internal control related to the Company's deferred
preneed revenue.

                     Financial Filing

The Company is currently considering filing with the SEC by
Oct. 24, 2005, its Form 10-K/A for the year ended Oct. 31, 2004,
and its Form 10-Q for the quarter ended July 31, 2005, without the
effects of any potential adjustments that may result from the
completion of the deferred revenue project, and accordingly, these
documents would be filed without the auditor's opinion, and
without the auditor's review being completed.  At that time, the
Company believes that, except for the results of the deferred
revenue project, there should be no material outstanding issues on
those reports; however, this cannot be assured.  Once the project
is completed, the Company would amend those filings to include the
audit opinion for the Form 10-K/A and to note the completion of
the review with respect to the Form 10-Q, and to make any
adjustments, if necessary, as a result of the deferred revenue
project.

                         Waiver Talks

As reported in the Troubled Company Reporter on Sept. 14, 2005,
the Company has initiated contact with its lead lenders under
the credit facility and expects to seek, and receive, waivers of
any defaults in the near future.  Additionally, the indenture
governing the Company's 6-1/4% senior notes due 2013 requires the
Company to furnish to the trustee the information required by Form
10-Q within the time periods required by the SEC's rules and
regulations, and an event of default would occur under the
indenture if the Company failed to provide that information within
30 days after receipt of written notice by the trustee or the
holders of at least 25% of the principal amount outstanding.

Founded in 1910, Stewart Enterprises is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 231 funeral homes and 144
cemeteries.  Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.


SUPREME REALTY: To Acquire Hotel Properties for $34 Million
-----------------------------------------------------------
Supreme Realty Investments, Inc., filed another amendment to its
annual report for the year ended Dec. 31, 2004, with the
Securities and Exchange Commission on Oct. 6, 2005.  The Company's
annual report for the year ended Dec. 31, 2004, was originally
submitted to the SEC on April 15, 2005.

The second amendment reports on Supreme Realty's planned purchase
of four hotel properties and its projected effect on the Company's
finances.

                  Planned Acquisitions

Supreme Realty has entered into a formal letter of intent to
acquire this portfolio of hotel properties from a Belgium-based
company for a total acquisition cost of $34 million, plus
transaction costs:

    -- 263-room, full service hotel in Detroit, Michigan
       (DoubleTree Hotel)

    -- 197-room, full service hotel in St. Louis, Missouri
       (DoubleTree Hotel)

    -- 185-room, full service hotel in Dayton, Ohio (DoubleTree
       Hotel); and

    -- 283-room, full service hotel in Tulsa, Oklahoma (Hilton
       Hotel)

The Company will finance the transaction by issuing debentures and
additional shares of its common stock to institutional investors.

The properties currently have an average occupancy rate of 66% and
approximately $23.1 million in gross revenues.  At current
discount rates and capitalization rates, Supreme has estimated the
portfolio's current total value at $52 million and expects that
with improved management and overall economic conditions it can
increase that value by 10%-30% over the next 5 years.

In the amended 10-K for the year ended Dec. 31, 2004, Supreme
Realty included pro forma financial statements illustrating the
possible future prospects of the Company if the transaction was
consummated.

The Company projects a $10,943,167 net income for the year ended
Dec. 31, 2005 on $35,392,400 of revenues.  At Dec. 31, 2005, the
Company anticipates $56,228,807 of assets and liabilities totaling
$44,528,438.

                Pro Forma 2004 Results

Supreme Realty also provided restated financial results for the
year ended Dec 31, 2004, disclosing the estimated financial
impacts of the proposed hotel acquisitions.

The Company adjusted net loss in 2004 to $130,998 on $63,405 of
revenues.  The Company's revised balance sheet as of Dec. 31,
2004, showed $1,292,101 of assets and liabilities totaling
$851,017.

                   Actual 2004 Results

Supreme Realty incurred a $212,399 net loss from operations for
the year ended Dec. 31, 2004 compared to a $74,288 net loss for
the year ended December 31, 2003.  Management attributes the net
loss in 2004 to expenses associated with the Coronation
Acquisition Corp. merger, loss of rental revenues, and interest on
mortgage indebtedness charges.

The Company's balance sheet showed $1,292,101 of assets at Dec.
31, 2004, and liabilities totaling $851,017.

                    Going Concern Doubt

George Stewart, CPA, expressed substantial doubt about Supreme
Realty's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  Mr. Stewart pointed to the Company's recurring losses and
significant working capital deficiency.

                  About Supreme Realty

Supreme Realty Investments, Inc. is a real estate operating
company primarily engaged in the acquisition, operation, and
disposition of real properties and loans secured by real
properties.  Through its and its wholly-owned subsidiary, Supreme
Capital Funding, Inc., it also engages in mortgage banking
activities such as loan origination, servicing, and brokering real
estate loans to and from lending institutions and institutional
investors.  The Company acquires hotels and other real properties
either directly in fee simple, or indirectly through ownership of
beneficial interests in land trusts or partnerships that hold
title to the real property.


TEVEAMERICA NETWORKS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: TeveAmerica Networks, LLC
        fdba TeleAmerica Networks
        2700 Stemmons Freeway, Suite 1100
        Dallas, Texas 75207

Bankruptcy Case No.: 05-86702

Chapter 11 Petition Date: October 19, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TIRO ACQUISITION: Wants Exclusive Period Stretched to December 8
----------------------------------------------------------------
Tiro Acquisition, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
December 8, 2005, the time within which they can have the
exclusive right to file a chapter 11 plan.  The Debtors also want
their exclusive right to solicit plan acceptances extended through
February 6, 2006.

The Debtors tell the Court that the exclusivity extensions are
necessary to facilitate an orderly, efficient and cost-effective
wind-down process for the benefit of all creditors.

The Debtors' time and effort has been devoted to negotiating a
liquidating plan and investigating potential litigation.

Headquartered in Southport, Connecticut, Tiro Acquisition --
http://www.tiroinc.com/-- develops, manufactures and packages
hair care and other products for professional salons.  The Company
and its debtor-affiliates filed for chapter 11 protection on
October 12, 2004 (Bankr. D. Del. Case No. 04-12939).  When the
Debtor filed for protection, it listed more than $10 million in
assets and debts.


TODD MCFARLANE: Wants Until Feb. 17 to File Chapter 11 Plan
-----------------------------------------------------------
Todd McFarlane Productions, Inc., asks the U.S. Bankruptcy Court
for the District of Arizona for an extension of its time to file
and solicit acceptances of a chapter 11 plan.

The Debtor wants until Feb. 17, 2006, to file a plan and until
April 17, 2006, to solicit acceptances of that plan.

The Debtor relates that for the past six months, its professionals
were engaged in due diligence of over 35 insurance policies.
Also, the Debtor filed consolidated litigation against several
insurance carriers in the District Court of Missouri, and asked
for the transfer of those cases to be moved to the Bankruptcy
Court of Arizona.

The Debtor says it needs the extension to resolve:

           * the Gaiman litigation,
           * the insurance coverage litigation, and
           * the Twist litigation.

If Todd McFarlane can't resolve the three cases, it hopes to at
least gather enough information to formulate a viable plan.

                  The Twist Litigation

In July 2004, Tony Twist, a former professional hockey player,
obtained a $15 million judgment on a right-of-publicity claim
against Todd McFarlane.  Mr. Twist complained that the Debtor had
unlawfully used his identity as "Mr. Twist" when it used the name
on a Spawn comic book series and in a Home Box Office animated
series.

Mr. Twist sought to enforce the judgment by demanding immediate
turnover of the Debtor's property.  In December 2004, the Debtor's
checking account at Bank of America and Wells Fargo Bank were
debited to a suspense account pending further order from the
Superior Court of Arizona.  The event led to the Debtor's
bankruptcy filing on Dec. 17, 2004.

The Debtor expects to resolve the Twist appeal by December.

                   The Gaiman Litigation

Neil Gaiman, a freelance artist, was awarded $45,000 in damages
from a lawsuit he filed against the Debtor for breach of contract,
copyrights co-ownership and violation of the right of publicity.

The Wisconsin District Court ordered an accounting of the profits
generated by Mr. Gaiman's intellectual property and the
liquidation of his claim.  The Court is expected to enter a final
judgment after completion of the accounting.  The lawsuit is
currently stayed pursuant to Section 362(a) of the bankruptcy
code.

                     Insurance Claims

The Debtor is currently evaluating whether to consolidate the
indemnification claims filed against Hanover Insurance Company
with other similar lawsuits that may be commenced as part of the
Debtor's efforts to recover estate assets for the benefit of all
its creditors.

Hanover Insurance had repudiated its duty to defend the first six
and one half years of the Twist Lawsuit and claimed that the
insurance policy it sold to the Debtor does not cover any loss
resulting from the Twist litigation.  The Debtors have asserted
counterclaims against Hanover Insurance for breach of contract,
promissory estoppel and bad faith.

The Debtor has also sought for a Declaratory Judgment against
American International Insurance Company in connection with claims
arising from the Gaiman litigation.

The Debtor has initiated an investigation regarding its insurance
coverage to identify potential sources of funding for its plan of
reorganization.  Traveler's Property & Casualty Corp and General
Star Indemnity Company and Citizens Insurance Co. of America  are
subject to this investigation.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, & Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TOM'S FOODS: Lance Inc. Wins Asset Auction with $37.9 Million Bid
-----------------------------------------------------------------
Lance, Inc. (Nasdaq: LNCE) is the successful bidder in a U.S.
Bankruptcy Court directed auction of the assets of Tom's Foods,
Inc.  The completion of the transaction is subject to approval of
the sale by the U.S. Bankruptcy Court for the Middle District of
Georgia.

Tom's products include potato chips, nuts, sandwich crackers and
other snack food items that are distributed through a combination
of independent distributors and company-owned direct store
delivery routes.  Primary retail outlets for Tom's products are
convenience stores and vending machines in the Southeast U.S.
Tom's assets include five manufacturing facilities in the U.S.,
which employ approximately 1,400 employees.

The purchase price for the assets of Tom's is $37.9 million plus
the assumption of certain current liabilities.

"Tom's has a strong heritage and solid reputation in the snack
food business, and we believe that this opportunity will make our
company stronger," David V. Singer, President and Chief Executive
Officer of Lance, Inc., said.  "The transaction developed quickly,
and we are still developing our plans.  In the near term we intend
to continue business as usual while we develop a plan to
effectively meet the needs of our customers and consumers.  We are
confident that the combination of increased sales and operating
synergies will create value for Lance, Inc. stockholders."

As reported in the Troubled Company Reporter on Oct. 7, 2005, the
Debtor told the Court that it needs to consummate a sale of its
business by Oct. 21, 2005, anticipating that it will run out of
cash by then.  The Debtor says it is in jeopardy of liquidation
due to soaring administrative costs in their bankruptcy
proceedings and continuing defaults under its DIP Loan Agreement.

                     Exclusive Period

The Debtor has sought an extension with the Court 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, 2006,
to solicit acceptances of that plan.

The Debtor said it will be in a position to determine whether a
plan of reorganization is feasible after it consummated the sale
of its assets.

Lance, Inc., manufactures and markets snack foods throughout most
of the United States and other parts of North America.

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.


TORCH OFFSHORE: Wants Until Nov. 14 to File Chapter 11 Plan
-----------------------------------------------------------
Torch Offshore, LLC, and Torch Express, LLC, ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for more
time to formulate a chapter 11 plan, and solicit acceptances of
that plan, without interference from other parties-in-interest.

The Debtors explain that as a direct result of Hurricane Katrina
their professionals have limited access to documents, records, and
files necessary for the preparation of a plan of reorganization.

The Debtors say that an extension until Nov. 14, 2005, to file a
plan and until Jan. 16, 2006, to solicit acceptances of that plan,
will be sufficient.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


USA MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: USA Manufacturing Corporation
        409 Indianapolis Avenue
        Lebanon, Indiana 46052

Bankruptcy Case No.: 05-29477

Type of Business: The Debtor is a master distributor of surplus
                  heating, cooling, and refrigeration equipment.
                  USA Manufacturing supplies contractors and
                  individuals with high quality, low cost
                  heating and cooling equipment.  USA
                  Manufacturing also buys equipment, specializing
                  in buying slow-moving and obsolete inventory.
                  See http://www.usamfg.net/

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: James A. Knauer, Esq.
                  Kroger Gardis & Regas, LLP
                  111 Monumnet Circle, Suite 900
                  Indianapolis, Indiana 46204-5125
                  Tel: (317) 692-9000
                  Fax: (317) 264-6832

Total Assets: $5,096,463

Total Debts:  $6,549,877

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
William E. Daniels            Business loan           $2,800,000
10575 Hyde Park               Value of security:
Carmel, IN 46032              $5,074,222
                              Senior lien:
                              $2,860,732

Perfection-Schwank, Inc.      Trade debt, now           $151,455
P.O. Box 749                  judgment from the
Waynesboro, GA 30830-0749     Richmond County
                              (Georgia) Superior
                              Court.
                              2002-RCCV-464

Koch Air Conditioning         Trade debt                $134,594
5620 Dividend Road
Indianapolis, IN 46240

Carrier Corp.                 Trade debt                $104,334

Coldmatic Refrigeration of    Trade debt, now            $60,323
Canada Ltd.                   attempt to
                              domesticate foreign
                              judgment.
                              06DO2-0308-CC-86

Park Supply                   Trade debt                 $54,979

Design Air                    Trade debt                 $41,750

US Air Conditioning           Trade debt                 $30,000

Trader.com                    Trade debt                 $22,259

Federated Supply              Trade debt                 $19,790

Copeland Corporation          Trade debt                 $18,702

Fleetwoods                    Trade debt                 $17,333

Kelley Hardesty Smith         Accounting services        $16,096

Supco                         Trade debt                 $15,850

Emerson Transportation        Trade debt                 $14,949

A-1 Components                Trade debt                 $13,956

Alternative Business          Trade debt                 $12,062

Lute Supply                   Trade debt                 $11,584

Alvan Motor Freight           Trade debt                 $10,219

Baker Distributing            Trade debt                 $10,000


UNISYS CORP: Poor Performance Prompts S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
IT consulting and services company Unisys Corp. to negative from
stable.  In addition, Standard & Poor's affirmed its 'BB-'
corporate credit and senior unsecured debt ratings on the Blue
Bell, Pennsylvania-based company.

"The outlook revision reflects weaker-than-expected operating
performance in the company's third quarter, and the corresponding
negative effect that this will have on free cash flow for the
remainder of the year," said Standard & Poor's credit analyst
Philip Schrank.

Additionally, the company has announced strategic actions such as
divestitures of non-strategic businesses and further actions to
right-size its cost structure.  The company expects to take
restructuring charges of about $250-$300 million through 2006
for these actions.

Ratings reflect deteriorating credit protection measures, coupled
with uncertainties regarding the company's ability to improve
profitability and cash flows over the near term in light of
challenging market conditions and problematic contracts.  Overall
operating profitability has been affected by the reduction of
operating income from its high-margin legacy enterprise server
business, losses attributed to several services contracts, and a
substantial increase in pension expense.

Although Unisys will be challenged to increase revenues and profit
margins over the near term because of a very intense competitive
environment, results for the remainder of fiscal 2005 and beyond
should gradually benefit as the cost structure realignment
continues and the financial impact of problem contracts
dissipates.  Ratings support is provided by a meaningfully
funded services backlog, which adds a measure of earnings
predictability.

Furthermore, Unisys maintains a good competitive position
specifically in the Federal Government and public sector, strong
client relationships, and increasing global scale.


UNISYS CORP: Low 3rd Quarter Earnings Cue Fitch's Low-B Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded Unisys Corporation's issuer default
rating, senior bank credit facility, and senior unsecured debt
ratings to 'BB-' from 'BB'.  The Rating Outlook is Negative.
Fitch's action affects approximately $1.1 billion of debt.

The downgrade and Negative Outlook are a result of Unisys's
announcement today of weak preliminary earnings for the third
quarter of 2005; significant new restructuring initiatives;
inability to meet financial guidance; and continued declines in
credit protection measures and financial performance.  Fitch
believes execution and operating risks have increased due to
Unisys's announcement of a new restructuring program involving
potential asset sales and a 10% reduction in the company's
workforce, resulting in a total restructuring charge of $250
million to $300 million over the next five quarters.

The release of earnings on a preliminary basis reflects the
company's in-process evaluation of $1.6 billion of deferred tax
assets, a portion of which Fitch expects to be written down.
Although a write-down of deferred tax assets will have no impact
on the company's near-term liquidity, it does indicate future
profitability pressures.  Also factored into the downgrade and
outlook for the senior unsecured notes is Fitch's belief that
there is a potential that Unisys's bank credit facility, which
expires in May 2006, could be replaced with a secured facility,
subordinating the current senior unsecured bondholders.  Fitch
believes the current bond indenture allows for security including
up to $250 million of real property as well as receivables,
inventories, or other assets, which totaled approximately $1.3
billion, as of Sept. 30, 2005.

Unisys' deteriorating financial performance is the result of
protracted difficulties with two significant transformational
business process outsourcing contracts and continued weakness in
the technology hardware segment.  Although Unisys has reached a
memorandum of understanding to restructure one of the problem
contracts, its iPSL check-processing outsourcing joint venture in
the U.K., Fitch expects services margins to remain weak in the
near term as it takes Unisys longer than expected to resolve a
secondary problem contract.  Fitch also believes Unisys will
continue to be challenged by its technology segment, which
continues to suffer from persistent weakness in higher margin
ClearPath system sales relative to ES7000 servers.

For the latest 12 months ending Sept. 30, 2005, Unisys's pro forma
leverage -- measured by total adjusted debt including A/R
securitizations-to-pre-pension EBITDAR -- increased to
approximately 6.7 times from 3.9x in the prior year.  Interest
coverage -- EBITDA/interest incurred -- declined to approximately
5.6x on a pre-pension expense basis from 8.3x for the same time
period a year ago.  Fitch believes these metrics will be pressured
and possibly deteriorate further in the intermediate term.

Free cash flow -- cash flow from operations minus capital
expenditures -- has been negative in three of the past four
quarters ended September 2005, with total free cash flow of
negative $168 million over this period.  Free cash flow has
remained minimal the past few years due to profitability
pressures, increased capital expenditures for revenue-generating
IT services contracts, and significant cash restructuring charges.
Fitch believes the aforementioned cash flow issues will continue
for the intermediate term due to ongoing cash restructuring
charges and the continued negative financial impact from the two
large transformational outsourcing contracts.  The company will
receive approximately $225 million from the Nihon Unisys, Ltd.
transaction, equally split between two payments in October 2005
and October 2006, and opportunities exist for the company to
receive proceeds in 2006 from specific asset sales.

While Fitch believes financial flexibility remains adequate, it
continues to be pressured with cash balances nearly 33% lower at
approximately $466 million at Sept. 30, 2005, from $661 million at
year-end 2004, while debt has increased $66 million to $1.1
billion.  Additional liquidity is provided by an undrawn $500
million bank facility expiring in May 2006.  Unisys also has a
mostly drawn $225 million accounts receivable securitization
facility, which expires in November 2006.


VARTEC TELECOM: Wants to Assume License Pacts with Edify Corp.
--------------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, for permission to:

   -- assume a Software License and Services Agreement with Edify
      Corporation and the U.S. Associated Agreements, and

   -- assume and assign to ACN Canada Acquisition, Inc., the
      Canadian Associated Agreements.

Under the Software License Agreement, Excel Management Service,
Inc., and VarTec purchased certain perpetual licenses and related
product support and software update services from Edify Corp.
Certain of these licenses and support services were used in
connection with the Debtors' domestic operations in the United
States and others were used in connection with the operations of
the Debtors' former Canadian subsidiaries.

Prior to the expiration of the term of the U.S. Associated
Agreements relating to the support services, EMS and VTI renewed
the term of that support at a $67,000 cost for a term of 12 months
commencing on July 1, 2005.

The Debtors tell the Court that the U.S. Licenses and related
support are valuable tools used in connection with the call
centers with which the Debtors deal.  The Debtors anticipate that
they will continue to require the services provided under these
agreements.  The Debtors relate that no cost associated with cure
of defaults exists with respect to the agreements, and Edify
agrees to consent to the assignment to Comtel Investments L.L.C.

Also, Edify agrees to permit the Debtors to terminate or reject
the U.S. Associated Agreements and any related claims will be
deemed to be general unsecured claims against Excel Management
Service, Inc., and VarTec Telecom, Inc.'s respective bankruptcy
estates.

               Canadian Associated Agreements

On May 5, 2005, the Court approved the sale of the capital stock
of the Canadian subsidiaries to ACN Canada Acquisition, Inc.
The Debtors, ACN, and Edify completed the documentation needed to
assign the Canadian Associated Agreements on Aug. 15, 2005.

Pursuant to Section 365 of the U.S. Bankruptcy Code and with the
agreement with Edify, the Debtors also seek to assign the Canadian
Associated Agreements to ACN effective as of Aug. 15, 2005.

The Hon. Harlin D. Hale will convene a hearing on Nov. 11, 2005,
at 1:30 p.m., to consider the Debtors' request.

Headquartered in Dallas, Texas, VarTec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed more than $100 million in assets and
debts.


VTEX ENERGY: U.S. Energy to Acquire U.K. Assets for $60 Million
---------------------------------------------------------------
U.S. Energy Systems, Inc. (Nasdaq: USEY) entered into an agreement
with VTEX Energy Inc. and Marathon Capital, LLC, pursuant to which
the parties agreed to jointly acquire certain energy assets in the
United Kingdom.

The assets include gas field licenses (with provable and
recoverable gas reserves estimated to exceed 60 billion cubic
feet), gas gathering and processing systems and a related gas
turbine power plant with a capacity ranging from 40-45 megawatts.
The purchase price for these assets is estimated to be
approximately $60 million, of which approximately $5 million will
be funded by U.S. Energy and additional funding will be provided
through project financing secured by the acquired assets.  No
assurance can be given that the contemplated transaction will be
completed or that if completed, will be profitable to U.S. Energy.

U.S. Energy Systems, Inc., based in White Plains, N.Y., is a
customer- focused provider of energy outsourcing services for
large retail customers, including industrial, commercial and
institutional end users.  USEY owns and operates energy projects
in the United States that generate electricity and thermal energy
and use renewable fuels.

Headquartered in Houston, Texas, VTEX Energy Inc., fka Vector
Energy Corp., is an independent energy company engaged in the
acquisition, development and production of oil and natural gas
reserves.  The Company currently has two properties, Bateman Lake
Field located in St. Mary's Parish, Louisiana, and Mustang Island
Field located offshore Kleberg County, Texas.

                        *     *     *

                     Going Concern Doubt

Pannell Kerr Forster of Texas, PC, expressed substantial doubt
about VTEX Energy's ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended April 30, 2005.  The auditing firm pointed to the Company's:

     -- significant loss from operations;
     -- working  capital  deficit;
     -- default on certain of its debt instruments; and
     -- additional capital funding requirements.


WELLINGTON PROPERTIES: Taps John Kepley to Appraise Property
------------------------------------------------------------
Wellington Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina, Durham Division, for permission
to employ John T. Kepley of Pickett-Sprouse Real Estate, Inc., as
its appraiser.

The Debtor filed a proposed Plan of Reorganization and an
accompanying Disclosure Statement explaining the Plan on Sept. 12,
2005.  In conjunction with the Plan confirmation hearing scheduled
for Dec. 6, 2005, the Debtor believes that the expert testimony of
an appraiser will be necessary to:

   -- present future value to the Debtor's apartment complex known
      as Wellington Place;

   -- the adequacy of the property to secure the restructured
      payment of the existing secured debt held by LaSalle Bank as
      Trustee;

   -- the reasonableness of the projections; and

   -- the feasibility of the Plan.

The property serves as a substantial part of the collateral
securing LaSalle's secured claim, as well as being a valuable
asset of the Debtor's estate.

Mr. Kepley will:

   -- prepare an appraisal for the property;

   -- provide testimony concerning the present and future value of
      the property, the reasonableness of the projections, and the
      feasibility of the Plan, including but not limited to the
      offering of expert testimony and opinions as to value;

   -- assist counsel to the extent required with the presentation
      of testimony at the confirmation hearing.

Mr. Kepley's current hourly rate is $200, and an estimated $10,000
fee for the services he will provide.

To the best of the Debtors' knowledge, Mr. Kepley does not hold
any interest adverse to their estates and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, owns and operates a 501-unit apartment complex known as
Wellington Place located in Durham, North Carolina.  The Company
filed for chapter 11 protection on March 29, 2005 (Bankr.
M.D.N.C. Case No. 05-80920).  John A. Northen, Esq., at Northen
Blue, L.L.P., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $11,625,087 and total debts of $12,632,012.


WELLS FARGO: Fitch Upgrades Low-B Ratings on Ten Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Wells Fargo
Mortgage Backed Securities:
   Series 2002-10

     -- Class A affirmed at 'AAA'
     -- Class B-1 affirmed at 'AAA'
     -- Class B-2 affirmed at 'AAA'
     -- Class B-3 upgraded to 'AA+' from 'AA-'
     -- Class B-4 upgraded to 'A+' from 'A-'
     -- Class B-5 upgraded to 'A' from 'BB'

   Series 2002-14

     -- Class A affirmed at 'AAA'
     -- Class B-1 affirmed at 'AAA'
     -- Class B-2 affirmed at 'AAA'
     -- Class B-3 upgraded to 'AAA' from 'AA'
     -- Class B-4 upgraded to 'AA' from 'A'
     -- Class B-5 upgraded to 'A' from 'BB+'

   Series 2002-17

     -- Class A affirmed at 'AAA'

   Series 2002-18

     -- Class A affirmed at 'AAA'

   Series 2002-19

     -- Class A affirmed at 'AAA'

   Series 2002-20

     -- Class A affirmed at 'AAA'

   Series 2003-3

     -- Class A affirmed at 'AAA'

   Series 2003-4

     -- Class A affirmed at 'AAA'
     -- Class B-1 upgraded to 'AA+' from 'AA'
     -- Class B-2 upgraded to 'AA' from 'A'
     -- Class B-3 upgraded to 'A' from 'BBB'
     -- Class B-4 upgraded to 'BBB' from 'BB'
     -- Class B-5 upgraded to 'BB' from 'B'

   Series 2003-5

     -- Class A affirmed at 'AAA'
     -- Class B-1 affirmed at 'AAA'
     -- Class B-2 upgraded to 'AA+' from 'AA'
     -- Class B-3 upgraded to 'AA-' from 'A'
     -- Class B-4 upgraded to 'BBB+' from 'BB+'
     -- Class B-5 upgraded to 'BB' from 'B+'

   Series 2003-9

     -- Class I-A affirmed at 'AAA'
     -- Class II-A affirmed at 'AAA'
     -- Class I-B-1 affirmed at 'AA'
     -- Class I-B-2 upgraded to 'A+' from 'A'
     -- Class I-B-3 upgraded to 'BBB+' from 'BBB'
     -- Class I-B-4 affirmed at 'BB'
     -- Class I-B-5 affirmed at 'B'
     -- Class II-B-1 upgraded to 'AA+' from 'AA'
     -- Class II-B-2 upgraded to 'AA-' from 'A'
     -- Class II-B-3 upgraded to 'A-' from 'BBB'
     -- Class II-B-4 upgraded to 'BBB-' from 'BB'
     -- Class II-B-5 upgraded to 'BB-' from 'B'

   Series 2003-10

     -- Class A affirmed at 'AAA'

   Series 2003-12

     -- Class A affirmed at 'AAA'

   Series 2003-13

     -- Class A affirmed at 'AAA'

   Series 2003-14

     -- Class A affirmed at 'AAA'

   Series 2003-16

     -- Class A affirmed at 'AAA'
     -- Class B-2 affirmed at 'A'
     -- Class B-5 affirmed at 'B'

   Series 2003-17

     -- Class A affirmed at 'AAA'

   Series 2003-18

     -- Class A affirmed at 'AAA'

   Series 2003-19

     -- Class A affirmed at 'AAA'

   Series 2003-B

     -- Class A affirmed at 'AAA'
     -- Class B-1 affirmed at 'AAA'
     -- Class B-2 affirmed at 'AA'
     -- Class B-3 affirmed at 'A'
     -- Class B-4 affirmed at 'BB+'
     -- Class B-5 affirmed at 'B+'

   Series 2003-I

     -- Class A affirmed at 'AAA'
     -- Class B-1 upgraded to 'AA+' from 'AA'
     -- Class B-2 upgraded to 'A+' from 'A'
     -- Class B-3 upgraded to 'BBB+' from 'BBB'
     -- Class B-4 upgraded to 'BB+' from 'BB'
     -- Class B-5 upgraded to 'B+' from 'B'

   Series 2003-K

     -- Class A affirmed at 'AAA'

   Series 2003-M

     -- Class A affirmed at 'AAA'

   Series 2003-O

     -- Class A affirmed at 'AAA'

   Series 2004-4

     -- Class A affirmed at 'AAA'
     -- Class B-1 affirmed at 'AA'
     -- Class B-2 affirmed at 'A'
     -- Class B-3 affirmed at 'BBB'
     -- Class B-4 affirmed at 'BB'
     -- Class B-5 affirmed at 'B'

   Series 2004-7

     -- Class A affirmed at 'AAA'

   Series 2004-8

     -- Class A affirmed at 'AAA'

The mortgage loans consist of fixed-rate and adjustable-rate, 15-
and 30-year mortgages extended to prime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the September 2005 distribution
date, the transactions are seasoned from a range of 14 to 40
months and the pool factors -- current mortgage loan principal
outstanding as a percentage of the initial pool -- range from
10.12% to 86.42%.  All of the loans are serviced by Wells Fargo
Home Mortgage, which is rated 'RPS1' by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$8.458 billion of outstanding certificates.

The upgrades reflect an increased amount of credit support and
lower-than-expected delinquencies and affect approximately $37.27
million.  For the 2002 vintage bonds, the credit enhancement has
risen to an average of 5.5 times the original levels; for the 2003
vintage bonds, the credit enhancement has risen to an average of
nearly 2 times the original.

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


WEST SUBURBAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: West Suburban Imports Inc.
        415 West Roosevelt Road
        Maywood, Illinois 60153
        Tel: (630) 688-5052

Bankruptcy Case No.: 05-61043

Type of Business: The Debtor is a Volkswagen dealer.
                  See http://www.westsuburbanvw.com/en_US/

Chapter 11 Petition Date: October 16, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: William L. Needler, Esq.
                  William Needler & Associates
                  555 Skokie Boulevard
                  Northbrook, Illinois 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331

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.


XYBERNAUT CORP: Equity Panel Taps Executive Sounding as Advisor
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Xybernaut
Corporation and its debtor-affiliate asks the U.S. Bankruptcy
Court for the Eastern District of Virginia for permission to
retain Executive Sounding Board Associates, Inc., as its financial
advisor.

Executive Sounding will:

   a) advise the Equity Committee with respect to the operational
      and financial condition of the debtor's businesses, identify
      opportunities to improve the operations and reduce the
      Debtors' operating losses, and monitor the Debtors'
      financial performance;

   b) assist the Equity Committee in evaluating the impact that
      transactions proposed by the Debtors will have on the equity
      security holders and, if necessary, assist in preparing
      appropriate responses;

   c) assist counsel in identifying and evaluating actions against
      third parties, potentially including former members of
      management and the Board of Directors and the former
      auditors;

   d) develop and evaluate reorganization alternatives and
      strategies to maximize asset recoveries;

   e) monitor, evaluate and challenge the performance of the
      Debtors' investment banker in the sale of the Debtors'
      intellectual property and operating business;

   f) assist the Equity Committee in its efforts to aid the
      Debtors in obtaining DIP financing;

   g) participate in Court hearings and, if necessary, provide
      expert testimony in connection with any hearings before the
      Court; and

   h) provide such other services, as requested by the Equity
      Committee or its counsel.

The Firm will bill the Debtors based on the professional's current
hourly rates:

      Designation                        Hourly Rate
      -----------                        -----------
      Managing Directors/Directors       $285 - $425
      Senior Consultants                 $200 - $335
      Associate Professional &
      Consultants                         $75 - $250

To the best of the Equity Committee's knowledge, Executive
Sounding does not represent an interest materially adverse to the
Debtor's estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


XYBERNAUT CORP: Wants to Access $5MM DIP Financing from LC Capital
------------------------------------------------------------------
Xybernaut Corporation and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to obtain post-petition financing from LC Capital
Master Fund, Ltd. on an unsecured superpriority administrative
expense basis and to approve the terms and conditions of the DIP
Financing Facility Agreement that will govern the DIP financing.

Under the agreement, the Debtors are entitled to borrow $5 million
from LC Capital with 9% payable monthly in arrears.  Any repayment
not paid when due will bear interest at the rate per annum equal
to 5% above the stated interest.  To provide a collateral, LC
Capital are granted a first priority lien on all of the Debtor's
assets.

Should the Debtors reorganize, the Lender will be entitled to
receive 7-year warrants to purchase 10% of the capital stock of
the Debtors at a $0.01 strike price, subject to anti-dilution
protection and customary minority shareholder protections.

Pursuant to the terms of the DIP Credit Facility, the Debtors will
reserve funds of up to $1.5 million to pay their general unsecured
creditors.  The GUC Escrow will be funded:

   -- for each $1 of funds advanced for operating uses (and not
      funds advanced to pay fees and expenses payable to Lender
      under the DIP Credit Facility or to pay fees and expenses of
      professionals retained in the Debtors' bankruptcy cases),

   -- an additional $1 will be advanced to the GUC Escrow.

With the exception of the GUC Escrow, the proceeds will be used
solely for:

   * working capital needs,
   * general corporate purposes,
   * and the costs and expenses associated with the bankruptcy
     cases.

Furthermore, the Debtors ask the Court's authority to pay the
Lender $50,000 in respect of its time, efforts and expenses
incurred in due diligence and in negotiating and drafting the
documents related to the DIP Credit Facility, if for any reason
the DIP Credit Facility is not approved by the Court.

The Debtors tell the Court that their cash position continues to
deteriorate.  As a result, they seek to enter into DIP financing
to avoid a disruption in their operations.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


XYBERNAUT CORP: Blank Rome Approved as Committee's Lead Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave the Official Committee of Unsecured Creditors of Xybernaut
Corporation and its debtor-affiliate for permission to employ
Blank Rome LLP as its lead counsel.

As previously reported, Blank Rome will:

   1) assist the Committee in the administration of the Debtors'
      chapter 11 cases and the exercise of oversight with respect
      to the Debtors' affairs, including all issues arising from
      or impacting the Debtors or the Committee in connection with
      the Debtors' chapter 11 cases;

   2) prepare on behalf of the Committee of all necessary
      applications, motions, orders, reports and other legal
      papers and appear in Bankruptcy Court and at statutory
      meetings of creditors to represent the interests of the
      Committee;

   3) negotiate, formulate, draft and confirm any plan of
      reorganization and matters related to that plan;

   4) assist and advise the Committee in the exercise of oversight
      with respect to any transfer, pledge, conveyance, sale or
      other liquidation of the Debtors' assets;

   5) investigate as the Committee may desire concerning the
      assets, liabilities, financial condition and operating
      issues concerning the Debtors that may be relevant to their
      chapter 11 cases;

   6) communicate with the Committee's constituents, the Debtors,
      the Equity Committee and others as is necessary in the
      Debtors' chapter 11 cases in furtherance of the Committee's
      responsibilities; and

   7) render all other necessary legal services that are in the
      interests of those represented by the Committee's duties or
      as maybe ordered by the Court.

Michael Z. Brownstein, Esq., a Partner of Blank Rome, is one of
the lead attorneys for the Committee.  Mr. Brownstein charges $595
per hour for his services.

Mr. Brownstein reported Blank Rome's professionals bill:

      Professional          Designation    Hourly Rate
      ------------          -----------    -----------
      B. Michael B. Rauh    Sr. Counsel       $515
      Michael B. Schaedle   Partner           $380
      James A. Timko        Associate         $230

      Designation           Hourly Rate
      -----------           -----------
      Partners & Counsel    $300 - $675
      Associates            $195 - $410
      Paralegals            $105 - $250

Blank Rome assured the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on July
25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  John
H. Maddock III, Esq., at McGuireWoods LLP, represents the Debtors
in their chapter 11 proceedings.  When the Debtors filed for
protection from their creditors, they listed $40 million in total
assets and $3.2 million in total debts.


* McCarter & English Names Three New Partners to Firm
-----------------------------------------------------
McCarter & English has named three new Partners:

     * Steven A Beckelman, Partner in the Newark office, practices
in the area of securities litigation, including 10b5 litigation,
and regularly represents financial institutions and other
corporations in major commercial disputes.  He has also served as
counsel to corporate defendants and individual directors in class
action securities litigation.  Mr. Beckelman was formerly a
Counsel.

     * James G. Koutras, Partner in the Baltimore office, focuses
on general product liability and commercial litigation.  He has
experience in products liability defense, toxic tort defense,
insurance defense, mass tort defense, and workman's compensation
claims, as well as class action, insurance coverage, bankruptcy
and pharmaceutical litigation.  Mr. Koutras was formerly an
Associate.

     * Joseph Scholz, Partner in the Newark office, practices
complex commercial litigation.  He represents financial
institutions and other corporations in major commercial disputes,
and has extensive experience with a broad spectrum of legal areas,
including securities, intellectual property, real estate,
environmental and debtor-creditor issues.  Mr. Scholz was formerly
an Associate.

McCarter & English, established more than 160 years ago, has
offices in seven cities along the Northeast Corridor.  Its 360-
plus attorneys represent Fortune 500 and mid-cap companies in
their national, regional and local litigation and on important
transactions.  In addition to its Newark headquarters, the firm
has offices in Baltimore, Hartford, New York, Philadelphia,
Stamford and Wilmington.


* Epstein Becker Adds Two Attorneys to New York Corporate Practice
------------------------------------------------------------------
Sharon L. Ferko, Esq., formerly of Morgan Lewis & Bockius, and
Scott M. Drago, Esq., formerly of Bingham McCutchen, have joined
Epstein Becker & Green, P.C. as members of the firm in its
Corporate and Securities Law practice of the New York office.

These additions will bring EBG's New York Corporate and Securities
Law practice to more than 20 attorneys in New York and 45
nationwide.

In addition, EBG also announced that it has completed its
expansion of 25,000 square feet of office space at 250 Park Avenue
in midtown Manhattan.  EBG now occupies four floors at 250 Park
Avenue, with 118 attorneys.  Nationally, the firm is home to more
than 370 attorneys in 11 offices.

Ms. Ferko joins EBG from Morgan, Lewis & Bockius LLP where she had
been a partner since 2001.  Ms. Ferko has a diversified corporate
practice with extensive experience representing domestic and
foreign companies in a broad range of corporate finance and
securities transactions, including initial public offerings,
secondary offerings, high yield debt offerings, exchange offers,
debt tender offers and private placements.  She also regularly
advises clients with respect to acquisition, and divestiture
transactions and acts as counsel to companies on issues involving
corporate governance, stock exchange listing requirements and
general corporate and commercial matters.  Ms. Ferko earned her
undergraduate degree from the University of Notre Dame and her law
degree from Harvard Law School.

Mr. Drago comes to EBG from Bingham McCutchen where he was of
counsel.  Mr. Drago is a tax attorney with more than ten years of
experience advising clients on tax matters including corporate tax
planning, domestic and international business acquisitions,
partnership and limited liability company structuring and
restructuring, debt and equity offerings, bankruptcy, equity based
executive compensation and, state and local taxation.  He earned
his undergraduate degree from Fordham University and his law
degree from Fordham Law School.  In addition, he holds an LL.M.
degree in taxation from New York University School of Law.

"Over the past several years our corporate and securities practice
has grown by leaps and bounds," said George P. Sape, EBG's
managing partner.  Mr. Sape continued, "We are very excited about
our firm's success in the corporate area, and believe that the
recent addition of these attorneys, as well as expansion our
office, is a positive indication of what the future holds for
Epstein Becker & Green."

Lowell Lifschultz, head of EBG's Corporate Practice, stated,
"Sharon and Scott will build upon the substantial progress we have
made in the corporate area in recent years.  We are very excited
to add their combined talents to our growing corporate practice."

Epstein Becker & Green, P.C., founded in 1973, is a general
practice law firm with more than 370 attorneys practicing in 11
offices throughout the United States - Atlanta, Chicago, Dallas,
Houston, Los Angeles, Miami, New York, Newark, San Francisco,
Stamford and Washington, D.C. EBG's practice areas include
banking, construction, corporate and securities, employee
benefits, environmental, government contracts, health care,
immigration, intellectual property, labor and employment,
litigation, personal planning, public sector, real estate, and
technology.


* Sheppard Mullin Continues N.Y. Growth With Edward Tillinghast
---------------------------------------------------------------
Edward H. Tillinghast, III, has joined the New York office of
Sheppard, Mullin, Richter & Hampton LLP as a partner in the
Finance & Bankruptcy practice group.  Mr. Tillinghast, most
recently head of Coudert Brothers' Global Financial Restructuring
and Insolvency Group and the coordinator of its Asia-Pacific
Restructuring and Insolvency Group in New York, specializes in
corporate reorganizations and restructurings, cross-border
insolvencies, creditors' rights litigation, bondholder and
bondholder committee representations, and distressed mergers and
acquisitions for domestic and international clients in Asia,
Europe and the United States.  Also joining the firm's New York
Finance & Bankruptcy practice are the other members of Mr.
Tillinghast's group from Coudert: special counsel Mary L. Johnson
and associate Malani Sternstein.

James J. McGuire, managing partner of the firm's New York office,
said, "We are very pleased to welcome Ed, who is the latest
partner to join us from Coudert Brothers.  Several of Coudert's
best and brightest attorneys have come on board recently,
including Kevin Goering in New York, David Huebner in Los Angeles
and Ed Lozowicki in San Francisco.  Ed Tillinghast joins the
office at an exciting time, as we are now over forty attorneys
strong after opening in New York just a year ago."

"Sheppard Mullin is a dynamic and growing firm. I am excited about
expanding Sheppard Mullin's insolvency and financial restructuring
practice in New York and in the cross-border arena," commented Mr.
Tillinghast.  "The size and depth of Sheppard Mullin's bankruptcy
and finance practice will help meet the increasing demand of
clients in domestic and cross-border restructurings."

Mr. Tillinghast advises clients such as American Express
Financial, China Export & Credit Insurance Corporation, Capital
Sports Properties who owns the Ottawa Senators, CSFB, DuPont
Capital, JPMorgan Chase, Marathon Oil, Singapore Airlines and
TIAA-CREF in many jurisdictions throughout Asia, Australia, Europe
and the United States.  He has represented creditors, debtors,
institutional lenders, bondholder committees and distressed asset
investors in bankruptcy cases, out-of-court restructurings, and
distressed asset sales in many industries, including automotive,
aviation, financial services, food and food products, gaming,
health care, high technology, infrastructure projects,
manufacturing, mining, new media, oil and gas, pharmaceuticals,
publishing, real estate, retail, sporting goods, sports teams,
steel, telecommunications and utilities.

Mr. Tillinghast received his law degree from Chicago-Kent College
of Law in 1983 where he was a member of the Chicago-Kent Law
Review and a B.A., with honors, from Lake Forest College in 1980.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with more than 450 attorneys in nine offices located throughout
California and in New York and Washington, D.C.  The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego.  Sheppard Mullin provides legal expertise and counsel
to U.S. and international clients in a wide range of practice
areas, including Antitrust, Corporate and Securities;
Entertainment and Media; Finance and Bankruptcy; Government
Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense. The firm was founded in 1927.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo 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.

                *** End of Transmission ***