TCR_Public/051021.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, October 21, 2005, Vol. 9, No. 250

                          Headlines

ACTIVANT SOLUTIONS: Amendment Allows $5MM Pay-Down of Bridge Loan
ACURA PHARMACEUTICALS: Gets FDA Clarification on Clinical Program
ADELPHIA COMMS: 23 Parties Take Potshots at Disclosure Statement
ALLIED HOLDINGS: Wants Removal Period Stretched to January 15
ALLIED HOLDINGS: Wants to Sell Kar-Tainer Assets for $2 Million

ALLIED HOLDINGS: Secures Insurance Premium Financing from Flatiron
ALLMERICA FINANCIAL: Fitch Affirms BB+ Long-Term Issuer Rating
AMERICAN CINEMA: Case Summary & 20 Largest Unsecured Creditors
AMERIGAS PARTNERS: Sr. Debt Exchange Offer to Expire on Nov. 30
AMHERST TECH: Taps Bridge Associates as Financial Consultant

AMR CORPORATION: Incurs $153 Million Net Loss in Third Quarter
AMSOUTH BANK: Moody's Lowers Bank Financial Strength Rating to B-
ASARCO LLC: Final Cash Collateral Hearing Set for Fri., Oct. 28
ASARCO LLC: Can Borrow Up to $20 Million of DIP Financing from CIT
ASARCO LLC: Wants Until March 7 to File Plan of Reorganization

AT HOLDINGS: Moody's Rates Proposed $50 Million Sr. Notes at Caa1
BCBG MAX: Moody's Rates $200 Million Sr. Secured Term Loan B at B1
BIERMAN-EVERETT: Case Summary & 28 Largest Unsecured Creditors
BIRCH TELECOM: Creditors Committee Hires Reed Smith as Counsel
BIRCH TELECOM: Committee Wants Chanin Capital as Financial Advisor

BLACK WARRIOR: Will Complete Public Stock Offering on Nov. 7
BOYDS COLLECTION: S&P's Ratings Tumble to D Due to Bankr. Filing
BRUNSWICK HOSPITAL: Taps Certilman Balin as Bankruptcy Counsel
BRUNSWICK HOSPITAL: Section 341(a) Meeting Slated for November 18
BRYAN BURGER: Case Summary & 2 Largest Unsecured Creditors

BULL RUN: Chairman Personally Guarantees $58.9 Mil. of Bank Debt
BYRON SCHWARTZ: Voluntary Chapter 11 Case Summary
CABINET MASTERS: Case Summary & 20 Largest Unsecured Creditors
CAMELOT TOWERS: Case Summary & 11 Largest Unsecured Creditors
CARDIAC SERVICES: GECC Files First Amended Plan of Reorganization

CHEVY CHASE: Moody's Assigns B2 Rating to Class B-5 Certificates
CITGO PETROLEUM: Moody's Rates New $1.8 Billion Facilities at Ba1
COMPUTERIZED THERMAL: Equity Deficit Widens to $1.63M at March 31
DANA CORPORATION: Poor Performance Prompts Fitch to Lower Ratings
DELPHI CORP: Wants to Reject InPlay's Exclusive License Agreement

DELPHI CORP: Judge Drain Approves Togut Segal as Conflicts Counsel
DELPHI CORP: Shearman & Sterling Approved as Special Counsel
DELPHI CORP: Judge Drain Okays Kurtzman Carson as Claims Agent
DOCTORS HOSPITAL: Hires Gjerset & Lorenz as Special Counsel
DOCTORS HOSPITAL: Creditors' Committee Wants Examiner Appointed

DT INDUSTRIES: CNA Wants Liquidation Plan Amended
ELECTRICAL EXCELLENCE: Case Summary & 20 Largest Creditors
ELECTROPURE INC: Posts $233,243 Net Loss in Quarter Ended July 31
EYE PROFESSIONALS: Case Summary & 15 Largest Unsecured Creditors
FEDERAL-MOGUL: Selling Lydney Property to MMC Dev't. for $18.8M

FISHER SCIENTIFIC: Moody's Ups $1.1 Billion Notes' Ratings to Ba2
FOAMEX INT'L: Wants to Continue Employing Ordinary Course Profs.
GENERAL ELECTRIC: Fitch Affirms Low-B Ratings on Six Cert. Classes
GENERAL MOTORS: CEO Rick Wagoner Scoffs at Bankruptcy Talk
GLENN BROWN: Voluntary Chapter 11 Case Summary

GS MORTGAGE: Fitch Retains Junk Rating on Class B-5 Certs.
GUY HARRISON: Case Summary & 9 Largest Unsecured Creditors
HARVEST FELLOWSHIP: Voluntary Chapter 11 Case Summary
HILCORP ENERGY: Moody's Rates Pending $175 Million Notes at B2
HOCHHEIM PRAIRIE: High Loss Ratios Prompt S&P to Assign BB Ratings

HUBERT HENRY: Voluntary Chapter 11 Case Summary
IAN THORNEYCROFT: Case Summary & 3 Largest Unsecured Creditors
IAN WADDELL: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED HEALTH: Wants Move to Advance Fees for Angell Suit OK'd
INTERSTATE BAKERIES: Can Walk Away From 36 Unexpired Leases

INTERSTATE BAKERIES: Court Okays Nestle Purina Petcare Agreement
K&F INDUSTRIES: Inks Amended Credit Pact Reducing Interest Rates
K-SEA TRANS: Moody's Rates Proposed $150 Million Sr. Notes at B2
KANA SOFTWARE: Balance Sheet Upside-Down by $10.7MM at March 31
LB-USB COMMERCIAL: S&P Puts Low-B Rating on 6 Certificate Classes

LB COMMERCIAL: Fitch Holds Junk Rating on $17.3 Mil Class L Certs.
LAIDLAW INT'L: Seven Directors Acquire 25,313 Restricted Shares
LUCILLE FARMS: Posts $574,000 Net Loss in Quarter Ended June 30
LUCILLE FARMS: Discontinues Mozzarella Cheese Manufacturing
MAYNOR HONORE: Case Summary & 20 Largest Unsecured Creditors

MERCURY INTERACTIVE: Wants Limited Waiver From Noteholders
MERIDIAN AUTOMOTIVE: Ford Motor Lease Hearing Set on Nov. 17
MERIDIAN AUTOMOTIVE: Has Until Mar. 1 to File Notices of Removal
MERIDIAN AUTOMOTIVE: Ct. Okays Panel Retaining Mexican Counsel
MICHAEL SPRINGER: Case Summary & 20 Largest Unsecured Creditors

MILLBROOK PRESS: Administrator to Make One-Time Cash Distribution
MIRANT CORP: Completes Sale of Mint Farm Power Plant
MORGAN STANLEY: Fitch Affirms BB+ Rating on $21.2MM Class G Certs.
MOSAIC GROUP: Chapter 7 Trustee Taps Robbins Tapp as Accountant
NAVIGATOR GAS: Shareholder & Directors Get Court Judgment

NORTHWEST AIRLINES: Wants to Walk Away from CBAs with Six Unions
NORTHWEST AIRLINES: Wants Cases Jointly Administered
NORTHWEST AIRLINES: Equity Trading Restriction Draws Fire
NOVA CHEMICALS: Incurs $105 Million Net Loss in Third Quarter
OWENS CORNING: Wants Until January 5, 2006, to Decide on Leases

OWENS CORNING: Court Revises Asbestos Claims Management Protocol
P. BIDDA HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
PARADIGM SINTERED: Case Summary & 20 Largest Unsecured Creditors
PETER MEDER: Case Summary & 20 Largest Unsecured Creditors
PHENION DEVELOPMENT: Voluntary Chapter 11 Case Summary

PHOENIX CHAPEL: Case Summary & Largest Unsecured Creditor
PHOTOCIRCUITS CORP: Silverman Perlstein Approved as Bankr. Counsel
PHOTOCIRCUITS CORP: Look for Bankruptcy Schedules on November 18
POTLATCH CORP: Earns $10.5 Million of Net Income in Third Quarter
PREMIER PROPERTIES: Plan Confirmation Hearing Set for October 24

PREMIER PROPERTIES: IRS Objects to Confirmation of Amended Plan
PROJECT GROUP: Former Controller's Sarbanex-Oxley Complaint Nixed
QUALITY CREDIT: Case Summary & 20 Largest Unsecured Creditors
QTC MANAGEMENT: Moody's Rates Proposed $130 Million Debts at B2
RIVERVIEW VENTURES: Case Summary & 8 Largest Unsecured Creditors

ROBOTIC VISION: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
ROCHESTER HOUSING: S&P Pares Ratings to B from BB on $26M Bonds
ROUNDY'S SUPERMARKETS: 100% of Noteholders Tender 8-7/8% Notes
ROYAL GROUP: Divesting Recycled Polypropylene Production Unit
SALEM HOUSING: Case Summary & 20 Largest Unsecured Creditors

SERENA BJURLIN: Case Summary & 20 Largest Unsecured Creditors
SOLSTICE ABS: Moody's Downgrades $22 Million Notes' Ratings to Ca
SOUTHWEST SEAFOOD: Case Summary & 20 Largest Unsecured Creditors
SWAC LLC: Case Summary & 9 Largest Unsecured Creditors
SWCA INC: Case Summary & 20 Largest Unsecured Creditors

SWIFT & COMPANY: Moody's Downgrades Sr. Sub. Notes' Rating to B3
TEAM HEALTH: Moody's Affirms Senior Subordinated Notes' B3 Rating
TERMOEMCALI FUNDING: Fitch Withdraws D Rating on Defaulted Debts
TIME WARNER: Moody's Downgrades $600 Million Senior Notes to Caa1
TELESYSTEM INT'L: Earns $18 Million of Net Income in 3rd Quarter

TODD MCFARLANE: Wants to Borrow $400K from TMP to Pay Admin. Fees
TORCH OFFSHORE: Wants Marathon EG Settlement Agreement Approved
UAL CORP: Bankruptcy Court Approves Disclosure Statement
UAL CORP: Trustees Submit Allocation for Claims Distribution
UAL CORP: Agrees to Allow Bank of New York's Claim as Unsecured

US AIRWAYS: Sells $777 Million Debt to 13 Fixed Income Investors
WASHINGTON COUNTY CASINO: Moody's Rates $110 Million Debts at B3
WINN-DIXIE: Equity Panel Taps Jefferies & Co. as Financial Advisor
WINN-DIXIE: Equity Panel Wants Jennis & Bowen as Local Counsel
WYANDOTTE YACHT: Voluntary Chapter 11 Case Summary

XYBERNAUT: Daniel J. Hurson OK'd as Equity Panel's Special Counsel
XYBERNAUT CORP: Connolly Bove Approved as Equity Panel's Counsel

* Finance Partner Roger Zaitzeff Joins Sheppard Mullin's NY Office
* Huron Consulting Names Two New Managing Directors to Firm

* BOOK REVIEW: Panic on Wall Street

                          *********

ACTIVANT SOLUTIONS: Amendment Allows $5MM Pay-Down of Bridge Loan
-----------------------------------------------------------------
Activant Solutions Inc. amended its credit agreement with JPMorgan
Chase Bank, N.A., and Deutsche Bank Trust Company Americas on
October 6, 2005, to expand the definition of "Permitted
Refinancing" under the credit facility to permit the Company,
among other things, to incur indebtedness in an amount sufficient
to repay the then outstanding principal amount of its senior
unsecured bridge loan, plus an additional amount not to exceed
$5 million.

As reported in the Troubled Company Reporter on Sept. 22, 2005,
the Company entered into the Fourth Amended and Restated Credit
Agreement with the banks.  Pursuant to the Credit Agreement, the
Company's prior credit facility was amended to:

   (1) allow the Merger as a permitted transaction; and

   (2) increase the capacity available under the Company's
       revolving credit facility from $15 million to
       $20 million.

A full-text copy of the First Amendment to the Fourth Amended and
Restated Credit Agreement is available for free at
http://ResearchArchives.com/t/s?26a

                  Private Placement Transaction

On October 6, 2005, the Company agreed to privately place $145
million aggregate principal amount of floating rate senior notes
due 2010, and Activant Solutions Holdings Inc., the Company's
parent holding company, agreed to privately place $40 million
aggregate principal amount of senior floating rate pay-in-kind
notes due 2011, in each case subject to market and other
conditions. The Company's floating rate senior notes due 2010 will
bear interest at LIBOR plus 6.00% and Holdings' senior floating
rate pay-in-kind notes due 2011 will bear interest at LIBOR plus
8.50%. The proceeds of the private placements are expected to be
used to repay bridge loans incurred in connection with the
Company's acquisition of Prophet 21, Inc. on September 13,
2005, and to pay related transaction fees and expenses.

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.


ACURA PHARMACEUTICALS: Gets FDA Clarification on Clinical Program
-----------------------------------------------------------------
The United States Food and Drug Administration clarified previous
FDA correspondence relating to the development of Acura
Pharmaceuticals, Inc.'s Product Candidate No. 2 disclosed on
Oct. 3, 2005.  The FDA's most recent communication gives assurance
that the Company may promptly resume planned clinical studies of
Product Candidate No. 2 without conducting additional pre-clinical
testing.

                      Bankruptcy Warning

The Company estimates that current cash reserves will fund
operating expenses only through Nov. 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 the waiver.  If a waiver is
not granted prior to Oct. 25, 2005, the Company may be required to
seek protection under applicable bankruptcy laws.

Assuming that the Company receives the aforementioned waiver, to
continue operating after Nov. 11, 2005, the Company must obtain
additional financing or enter into appropriate collaboration
agreement(s) 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 and/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.


ADELPHIA COMMS: 23 Parties Take Potshots at Disclosure Statement
----------------------------------------------------------------
A number of parties-in-interest filed with the U.S. Bankruptcy
Court for the Southern District of New York, or joined other
parties in, their objections to the Third Amended Disclosure
Statement of Adelphia Communications Corp. and its debtor-
affiliates:

     1. City of Minneapolis;

     2. Charles M. Streeter, a Class 3 Other Secured Creditor;

     3. Charlotte-Mecklenburg Office of Cable & Franchise
        Management;

     4. Century/ML Cable Venture;

     5. Bank of Montreal, as Administrative Agent for the Olympus
        Lenders;

     6. A group of Investment Banks;

     7. City of Los Angeles;

     8. Ad Hoc Convertible Notes Committee;

     9. ABN Amro Bank N.V., Barclays Bank PLC, Canadian Imperial
        Bank Of Commerce, Calyon New York Branch, Credit Suisse
        First Boston, New York Branch, The Royal Bank Of Scotland
        PLC, Merrill Lynch Capital Corp., PNC Bank N.A. and
        Societe Generale S.A., Toronto Dominion (Texas) LLC -- the
        Nominal Agents;

    10. ALTA Communications VII, L.P., Alta VII Associates,
        L.L.C., Harbourvest Partners V Direct Fund L.P., C. Philip
        Rainwater, Washington & Congress Capital Partners, L.P.,
        and Triumph III Investors, L.P. -- Alta Entities;

    11. Calyon Securities (USA) Inc;

    12. The Official Committee of Equity Security Holders;

    13. The Ad Hoc Committee of FrontierVision Noteholders;

    14. The Ft. Meyers Noteholders;

    15. The consolidated class action plaintiffs in a lawsuit
        pending before the U.S. District Court for the Southern
        District of New York captioned In re Adelphia
        Communication Corp. Securities & Deriv. Litigation;

    16. National Broadcasting Inc.;

    17. The Ad Hoc Committee of Non-Agent Secured Lenders;

    18. Buccino & Associates, Inc., as the Liquidation Trustee in
        Devon Mobile Communications, LP, and its debtor-
        affiliates' Chapter 11 cases;

    19. The Bank Of Nova Scotia;

    20. JPMorgan Chase Bank, N.A., as Administrative Agent For
        FrontierVision PrePetition Secured Lenders;

    21. The Ad Hoc Committee of Arahova Noteholders;

    22. The Official Committee of Unsecured Creditors; and

    23. The United States Trustee for the Southern District of New
        York.

The Ad Hoc Committee of Senior Preferred Shareholders filed a
statement to preserve all of its rights to object to the Plan at
the appropriate time.  It expressly reserves all of its rights
and remedies under the Bankruptcy Code and applicable law in
connection with the Disclosure Statement and Plan, each as may be
further amended.

                    Century/ML Cable Venture

Century/ML Cable Venture asserts that additional information in
the Third Disclosure Statement is necessary to, among others:

    -- demonstrate that the ACOM Debtors are able to fund reserves
       sufficient to pay disputed claims in full; and

    -- enable creditors to assess the range of possible recoveries
       based on the aggregate amount of claims pending in each
       class and the nature of the dispute relating to those
       claims.

Richard S. Toder, Esq., at Morgan Lewis & Bockius LLP, in New
York, notes that there's no information in the Disclosure
Statement regarding the nature of the ACOM Debtors' objection to
Century/ML's claims, or the defenses which the ACOM Debtors
believe support their position.  Century/ML has claims, in excess
of $164 million each, against ACOM, Arahova Communications, Inc.,
Century Communications Corp. and Century Cable Holding Corp.

Century/ML also complains that the Disclosure Statement does not
adequately disclose the process for estimating or liquidating its
claims.

Accordingly, Century/ML asks Judge Gerber to deny approval of the
Disclosure Statement or direct the ACOM Debtors to modify the
Disclosure Statement.

Century/ML and the ACOM Debtors, Mr. Toder tells the Court, are
in discussions to consensually resolve the objection.

                       Bank of Montreal

Bank of Montreal, in its capacity as the Olympus Administrative
Agent, asks the Court to deny approval of the Third Amended
Disclosure Statement absent the inclusion of adequate information
relating to two critical issues:

    a. whether certain proposed reserves are adequate to satisfy
       the indemnification claims owed to the Olympus Lenders; and

    b. whether the "deemed" substantive consolidation of the
       Olympus Debtor Group, even if only for voting purposes, is
       an appropriate provision or an inappropriate attempt to
       disenfranchise the Olympus Lenders.

The ACOM Debtors' Third Amended Plan is based, first, on the
purported payment in full of all claims owed to the Olympus
Lenders and, thereafter, the ability to distribute over $3
billion in remaining value from the Olympus Debtor Group to
various structurally subordinated creditors, Kenneth E. Noble,
Esq., at Mayer Brown Rowe & Maw LLP, in New York, notes.  Towards
that end, the Plan provides that the indemnification claims of
the Olympus Lenders will be paid solely from a $100,000,000
Litigation Prosecution Fund and a $25,000,000 Bank Securities
Indemnification Fund.  However, Mr. Noble observes, the
Disclosure Statement does not say whether those reserves are
sufficient to pay the indemnification claims of the Olympus
Lenders in full, including:

    -- how those amounts were determined by the Debtors;

    -- identification of the other specific litigation parties
       that will receive payment from those reserves; or

    -- the amounts previously paid to (or accrued by) or estimated
       to be incurred by, specific litigation parties.

The Plan contemplates the deemed consolidation for voting
purposes of each of the 66 separate Olympus Debtors into a single
Olympus Debtor Group, with the claims of the Olympus Lenders
classified into a single class, and designated to vote as
creditors of a single consolidated debtor.  However, the Bank of
Montreal points out, the Disclosure Statement fails to provide
any information with respect to whether:

    -- certain of the Olympus Debtors have any creditors other
       than the Olympus Lenders, and

    -- absent consolidation for voting purposes, those Debtors
       could satisfy the requirements of Section 1129(a)(10) of
       the Bankruptcy Code, without acceptance by the Olympus
       Lenders.

                      14 Investment Banks

Fourteen Investment Banks believe that the Third Amended
Disclosure Statement cannot be approved as it fails to provide
"adequate information" pursuant to Section 1125(a) of the
Bankruptcy Code:

    * ABN AMRO Securities LLC,
    * Banc of America Securities LLC,
    * BNY Capital Markets, Inc.,
    * Barclays Capital Inc.,
    * Citigroup Financial Products, Inc.,
    * Citigroup Global Markets Holdings, Inc.,
    * CIBC World Markets Corp.,
    * Deutsche Bank Alex Brown, Inc.,
    * ADP Clearing & Outsourcing Services, Inc.,
    * Morgan Stanley & Co. Incorporated,
    * PNC Capital Markets, Inc.,
    * Scotia Capital (USA) Inc.,
    * SunTrust Securities, Inc., and
    * TD Securities (USA) Inc.

On January 9, 2004, Citigroup Global and BoA Securities each
timely filed a master proof of claim on behalf of some or all of
the Investment Banks, as well as other underwriters who
participated in securities offerings by one or more of the
Debtors.  In addition, master proofs of claim were filed on
behalf of some of the Investment Banks by other investment banks
that served as lead or co-lead underwriters in connection with
other securities offerings by the Debtors.

According to Lindsee P. Granfield, Esq., at Cleary Gottlieb Steen
& Hamilton LLP, in New York, the Disclosure Statement fails to
make adequate disclosures to satisfy the Section 1125
requirements in two respects:

    -- It fails to give adequate information concerning the
       estimation of certain classes of claims, including the
       Existing Securities Law Claims classes.

    -- It fails to provide adequate information concerning the
       reserves to be set aside for the benefit of certain classes
       of claims, including the Existing Securities Law Claims
       classes.

Ms. Granfield adds that the Disclosure Statement and Plan contain
additional provisions that raise issues as to the confirmability
of the Plan.  The Investment Banks find these provisions
questionable:

    a. Provisions Relating to the ACC Existing Securities Law
       Claims:

          -- The Plan improperly classifies holders of Existing
             Securities Law Claims in connection with ACC Senior
             Notes and holders of Existing Securities Law Claims
             in connection with ACC Subordinated Notes as a single
             class called "ACC Notes Existing Securities Law
             Claims" -- a class that is subordinate to ACC
             Subordinated Notes Claims.

          -- The Plan distribution provisions place an improper
             limitation on the amount recoverable by certain
             holders of Existing Securities Law Claims.

          -- The Plan provides that no distribution will be made
             with respect to any classes of Existing Securities
             Law Claims until the time as the Restitution Fund is
             allocated to the beneficiaries thereof.  To the
             extent that holders of indemnification claims that
             constitute Existing Securities Law Claims are not
             entitled to distributions from the Restitution Fund,
             this provision prejudices the claimants' rights to
             distributions under the Plan.

          -- The ACC Existing Securities Law Claims are pari passu
             with the CVV Series RF Interests -- 100% of which
             interests will be contributed to the Government
             Restitution Fund.  Therefore, to the extent that
             holders of indemnification claims that constitute
             Existing Securities Law Claims are not entitled to
             distributions from the Restitution Fund, it is
             improper for the Plan and Disclosure Statement to
             contemplate that distributions through the CVV to
             those claimants will be delayed until after
             distributions under the Restitution Fund to CVV
             Series RF Interests are completed.

    b. General Provisions:

          -- The Plan contemplates broad releases of third parties
             and other provisions that improperly impact the
             rights and defenses of the Investment Banks, and in
             particular any contribution, indemnity or judgment
             reduction rights the Investment Banks would have
             against joint tortfeasors if the Investment Banks
             were found liable in any of the actions that have
             been or may be brought against them.

          -- The lack of information in the Disclosure Statement
             concerning the Plan Reserves and the estimation of
             the Plan Reserves provides no assurance that the Plan
             Reserves are adequate to cover the distributions
             contemplated in the Plan prior to lower priority
             classes receiving distribution, and that the
             Investment Banks will be treated similarly to other
             claimants in the same class.

The Investment Banks lack adequate information upon which to
evaluate the benefits proposed under the Plan, Ms. Granfield
says.

Accordingly, the Investment Banks ask the Court require the ACOM
Debtors to modify the Disclosure Statement or, in the
alternative, deny approval of the Disclosure Statement.

         Senior Preferred Shareholders Committee

Peter S. Goodman, Esq., at Andrews Kurth LLP, in New York,
asserts that the Disclosure Statement cannot be approved unless
it is significantly amended.  The ad hoc committee of holders of
ACOM's senior preferred stock alleges these inadequacies in the
Disclosure Statement:

    a. It does not provide adequate information needed to
       calculate the amount of claims ahead of Senior Preferred
       Shareholders that need to be paid under the Plan before
       Senior Preferred Shareholders are "in the money."

    b. It fails to disclose the identity of the Trustee of the
       Contingency Value Vehicle or its three board members.

    c. It does not include (i) the names of the Banks that are
       released from the Bank Litigation, (ii) the specific reason
       of the release, (iii) the nature and size of the claim
       being released and why the release is fair, and (iv)
       information whether the Released Banks would have any
       claims for indemnification if they are not released and are
       ultimately found liable in the Bank Litigation.

    d. It contains no statement regarding the Debtors' officers
       and directors insurance polices and fidelity policies
       including policy amounts and any settlements or lawsuits
       relating to the policies.

    e. It fails to provide adequate information on the
       intercompany claims or the impact of the Inter-Creditor
       Dispute in the event the ad hoc committee of Arahova
       noteholders is successful.

    f. It does not discuss in sufficient detail the estimation
       process that determines who is entitled to be treated as a
       holder of an Allowed Existing Securities Law Claim.

    g. It does not state who will be entitled to recoveries from
       the Restitution Fund.

    h. Neither the Disclosure Statement or the Plan provide that
       the Senior Preferred Shareholders will be paid the
       liquidation preference of their preferred stock plus
       dividends.

Furthermore, the Disclosure Statement cannot be approved because
"the Plan is inherently unconfirmable," Mr. Goodman adds.

                    Equity Committee

The Official Committee of Equity Security Holders complains that
the Disclosure Statement as "glaringly deficient" in these three
items:

    a. Contingent Value Vehicle

       The Equity Committee has never been consulted about the
       structure or governance of the Contingent Value Vehicle.
       The Equity Committee intends to challenge the CVV's
       structure and governance provisions.  While the challenges
       to the CVV are properly confirmation issues, the fact that
       the Equity Committee intends to raise those challenges to a
       central component of the Plan is information that must be
       disclosed at this stage, Peter D. Morgenstern, Esq., at
       Bragar Wexler Eagel & Morgenstern, in New York, contends.
       "Certainly," Mr.  Morgenstern continues, "it is information
       that a 'reasonable investor' would need to make an informed
       judgment about the Plan."

       The Equity Committee also finds the Contingent Value
       Vehicle's distribution scheme to be deeply flawed.

    b. Prepetition Lenders

       Although the Debtors baldly assert their authority to
       settle claims with certain prepetition lenders that are
       supposedly indemnified by the estate, they fail to identify
       the specific lenders and claims to which they refer, Mr.
       Morgenstern notes.  They also fail to explain how
       contractual indemnification provisions can possibly be
       applied to insulate prepetition lenders from fraud claims.

       The Disclosure Statement also fails to explain the legal
       basis for making distributions to prepetition banks that
       hold disputed claims, which are the subject of avoidance
       actions and other litigation.  Those distributions, Mr.
       Morgenstern contends, violate Section 502(d) of the
       Bankruptcy Code.

    c. Key Agreements

       The Debtors failed to disclose key agreements that are
       essential to an adequate understanding of the Plan,
       including the CVV Agreement and the Plan Administrator
       Agreement.

Accordingly, the Equity Committee asks Judge Gerber to deny
approval of the Disclosure Statement.

                        Devon Trustee

The Devon Trustee asks the Court to determine that the Disclosure
Statement is inadequate and fails to comply with Section 1125.

The Devon Trustee asserts that the Disclosure Statement fails to
provide adequate information regarding, among others:

    a. the treatment of Class ACC-UNS (ACC-Other Unsecured
       Claims);

    b. the establishment of Reserves;

    c. the proposed voting procedures;

    d. the partial substantive consolidation of the Debtors;

The Plan is also on its face unconfirmable, the Devon Trustee
adds.

                      Arahova Committee

"Compliance with the law and ensuring that a plan of
reorganization is fair to all creditors and satisfies the
requirements of the Bankruptcy Code are frankly more important
[than ensuring that the Time Warner-Comcast sale is
consummated]," John K. Cunningham, Esq., at White Case LLP, in
New York, says.  "Yet, the Debtors insist on pursuing a plan that
is not only unfair to the Arahova creditors, but appears designed
and calculated to punish Arahova creditors in contravention of
law and the requirements of confirmation."

Some of the Plan provisions that the Ad Hoc Committee of Arahova
Noteholders consider as "troubling" are:

    -- Confirmation may occur before resolution of any of the
       issues relating to the Inter-Creditor Dispute;

    -- Arahova creditors may not receive any distributions pending
       resolution of the Inter-Creditor Dispute;

    -- Through the reserve and escrow mechanics, the Debtors
       retain the unilateral right to redistribute distributions
       owing to the Arahova creditors to creditors of other
       Debtors; and

    -- The Debtors' management and advisors are holding the Time
       Warner-Comcast Sale hostage by demanding and conditioning
       consummation of the Third Amended Plan on the grant of
       releases that are facially impermissible.

The Disclosure Statement, the Arahova Committee contends, should
not be approved because the Plan is "patently uncomfirmable."
Accordingly, the Arahova Committee asks Judge Gerber to deny
approval of the Disclosure Statement.

                   Creditors Committee

"Despite its extensive length, the Disclosure Statement is
inadequate in numerous respects," David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman, in New York, says.

Among others, the Creditors Committee notes that several classes
of unsecured creditors are simply not given any idea about what
they will receive under the Plan or even a range of potential
recoveries.  The Creditors Committee understands that this is
partially due to the still-to-be-litigated Inter-Creditor
Dispute.  However, the Committee points out, the Debtors do not
even attempt to quantify the potential recoveries based on the
possible litigated outcomes to let creditors know what they could
receive.

At this juncture, the Creditors Committee makes it clear that it
continues not to take a position on the intercreditor issues and
leaves the litigation of those issues to the parties involved --
some of whom are members of the Creditors Committee.

In addition, the Creditors Committee asserts that the Disclosure
Statement provides an inadequate description of, among other
things, the Bank Litigation, which will be a substantial source
of recoveries for unsecured creditors, the broad releases
proposed under the Plan and the SEC Settlement.

                      U.S. Trustee

Deirdre A. Martini, the U.S. Trustee for Region 2, believes that
the Disclosure Statement is deficient and does not meet the
"adequate information" standard set forth in Section 1125(a).

The quarterly fees of the U.S. Trustee pursuant to Section 1930
of the Judiciary Code are statutory fees that should not be
mischaracterized as an administrative claim in the Plan, Ms.
Martini asserts.  Accordingly, the U.S. Trustee objects to:

    -- the inclusion of these statutory fees in the category of
       administrative claims under the Plan; and

    -- the requirement that the U.S. Trustee file a proof of claim
       in  connection with these statutory fees.

The United States Trustee requests that the Plan and Disclosure
Statement be amended to strike the U.S. Trustee as an
administrative expense claimant so that it is no longer required
to file a proof of claim with respect to the statutory fees the
Debtors are obligated to pay.

Furthermore, the U.S. Trustee asks the Court to compel the
Debtors to amend the Disclosure Statement to, among others:

    a. provide that the 30-day period to object to the fees of the
       indenture trustee be enlarged to 60 days;

    b. provide that each holder of a Bank Claim be directed to
       forward an additional copy of their invoices to the Office
       of the U.S. Trustee; and

    c. explain why the Plan should not be amended to make clear:

          (i) that the Debtors, Committee members, and their
              professionals do in fact have fiduciary duties, and

         (ii) that these parties should not be exculpated and
              released in the event that they breach these
              fiduciary duties or commit malpractice.

Therefore, the U.S. Trustee asks Judge Gerber not to approve the
Disclosure Statement in its current form.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Moody's Investors Service downgraded the corporate family rating
of Activant Solutions Inc. to B2 from B1 while confirming ratings
of B2 on existing outstanding debt.  Concurrently, Moody's
confirmed a B2 rating to Activant's incremental debt of
$140 million senior unsecured notes due 2010, issued to finance
its acquisition of Prophet 21, Inc. and assigned Caa1 rating to a
$40 million PIK notes issued by Activant Solutions Holdings Inc.
This concludes the review commenced on Aug. 18, 2005 by Moody's
upon the announcement of Activant's proposed acquisition of
Prophet 21.

This rating has been assigned to the new issue:

   * Caa1 to $40 million senior unsecured notes due 2011 (new
     issue) issued by Holdings

This rating has been revised down:

   * Corporate Family Rating to B2 from B1

These ratings have been confirmed:

   * B2 to $157 million (face value) senior unsecured notes
     due 2011

   * B2 to $140 million incremental senior unsecured notes (total
     260 million) due 2010

The ratings outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior unsecured debt ratings on Austin, Texas-based
Activant Solutions Inc.

At the same time, Standard & Poor's assigned its 'B+' debt rating
to the proposed $140 million senior unsecured floating rate notes,
which will have essentially the same terms as the existing
floating rate notes, and its 'B-' debt rating to the proposed
$40 million senior PIK notes, which will be an obligation of
Activant Solutions Holdings Inc., and will be structurally
subordinated to all indebtedness of Activant Solutions Inc.  The
outlook is now negative.


ALLIED HOLDINGS: Wants Removal Period Stretched to January 15
-------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to extend,
until Jan. 15, 2005, the period within which they may remove
claims or causes of action.

Pursuant to 28 U.S.C. Section 1452, a party may remove any claim
or cause of action in a civil action other than a proceeding
before the United States Tax Court or a civil action by a
governmental unit to enforce the governmental units police or
regulatory power, to the district court for the district where
the civil action is pending, if the district court has
jurisdiction of the claim or cause of action under 28 U.S.C.
Section 1334.

If the claim or cause of action in a civil action is pending when
a case under the Bankruptcy Code is commenced, Rule 9027 of the
Federal Rules of Bankruptcy Procedure provides that a notice of
removal may be filed only within the longest of:

    -- 90 days after the Petition Date; or

    -- 30 days after the entry of an order terminating the
       automatic stay, if the claim or cause of action has been
       stayed under Section 362 of the Bankruptcy Code; or

    -- 30 days after a trustee qualifies in a Chapter 11
       reorganization case but not later than 180 days after the
       Petition Date.

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, tells the Court that the Debtors have been focusing on a
myriad of matters attendant to their large and complex Chapter 11
cases, including stabilizing their businesses following the
filing, consummating their debtor-in-possession financing
facility, retaining professionals to assist them in their cases
and negotiating with various parties in interest.  Hence, the
Debtors have not had the opportunity to conduct a meaningful
review of the causes of action to determine if removal of any of
the Causes of Action is warranted under Section 1452, Mr.
Winsberg says.

The Debtors believe that the extension will provide them an
opportunity to make informed decisions on the removal of causes
of action and will also permit them to continue focusing their
time and energy on reorganizing.

Mr. Winsberg assures the Court that the rights of other parties
will not be prejudiced by the extension.  Mr. Winsberg notes that
in the event of removal, any party to a removed action may seek
to have the action remanded.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants to Sell Kar-Tainer Assets for $2 Million
---------------------------------------------------------------
Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that after substantial arm's-length
negotiations, Allied Holdings, Inc., Axis Group, Inc., and
Kar-Tainer International Limited agreed to sell the Debtors'
securities in Kar-Tainer.

                     Kar-Tainer Business

Axis Group is the global logistics services unit of Allied
Holdings.  Axis Group owns all of the issued and outstanding
ownership interests of Kar-Tainer International LLC, a Delaware
limited liability company.

Kar-Tainer is a wholly owned subsidiary of Axis Group. Kar-Tainer
owns all of the issued and outstanding ownership interests of
Kar-Tainer International (Pty) LTD., a company organized under
the laws of South Africa.

In addition to the transportation of completely built up
vehicles, Kar-Tainer has developed a special market niche in
semi-knocked down vehicle transportation.  Kar-Tainer designs and
manufactures particular technology designed to meet its business
objectives including ramps, frames and cassettes and has patented
its containerized loading systems.  Allied Holdings owns certain
intellectual property associated with Kar-Tainer's business.

The non-core assets to be sold include 100% of the Debtors'
issued and outstanding ownership interests in Kar-Tainer together
with the Kar-Tainer intellectual property held by Allied
Holdings.

                        Purchaser

Mr. Winsberg relates that Richard Cox, an executive at Asean Auto
Logistics, which formerly owned Kar-Tainer, proposes to pay
$2,000,000 for the Securities, subject to other adjustment and
conditions.  In addition, Mr. Cox has paid a portion of the
Purchase Price in the form of an earnest money deposit totaling
$50,000.

According to Mr. Winsberg, the Securities sale would permit the
Debtors to monetize their interests in Kar-Tainer for
distribution to creditors and would facilitate a successful
reorganization.

Thus, the Debtors and Kar-Tainer ask the Court to approve a
Securities Purchase Agreement with Mr. Cox and the sale of the
Kar-Tainer assets free and clear of all liens and claims.

Time is of the essence in closing the transaction, Mr. Winsberg
says.  He explains that the Sale of the Securities cannot be
delayed until a plan of reorganization has been confirmed and
implemented because the value of the Securities could
deteriorate.

Mr. Winsberg believes that the Sale of the Securities will be
exempt from the imposition of sales and transfer taxes under the
provisions of Section 1146(c) of the Bankruptcy Code.

The Securities Purchase Agreement will be tested in the
marketplace through a sale and bidding process so as to ensure
that the Debtors' estates realize the maximum value for the
Securities.

                      Bidding Procedures

In accordance with Rule 6004(f)(1), and consistent with the
Debtors' fiduciary duties, the Sellers will entertain competing
offers for the sale of the Securities.

To afford the Sellers the adequate opportunity to evaluate
competing offers and the financial ability of the bidder, the
Sellers seek approval of certain overbid procedures, as excerpted
from the Securities Purchase Agreement:

   a) Any third party that is interested in acquiring the
      Securities must submit an Initial Overbid by October 19,
      2005.  The purchase price in the Initial Overbid must be
      equal to or greater than the sum of the Purchase Price and
      $100,000;

   b) After receipt of a conforming Initial Overbid from a
      prospective purchaser, an auction will be conducted on the
      Securities on October 20, 2005, at the offices of the
      Debtors' counsel;

   c) At the Auction, Qualified Bidders or Purchaser may submit
      successive bids in increments of at least $50,000 greater
      than the prior bid for the purchase of the Securities until
      there is only one offer determined as the highest or best
      offer;

   d) All bidding for the Securities will be concluded at the
      Auction and there will be no further bidding at the
      Court hearing held in the Debtors' Bankruptcy Case to
      approve the highest or best bid for the Securities;

   e) If no conforming Initial Overbid from a Qualified Bidder
      is received by the Bid Deadline, the Auction will not be
      held and the hearing concerning the Approval Order will
      proceed with respect to the Securities Purchase Agreement;
      and

   f) Competing bids must be in writing and must be received by
      the close of business prevailing Eastern Time on the Bid
      Deadline to these addresses:

      To Sellers:

         Axis Group Inc.
         Kar-Tainer International Limited
         c/o Allied Holdings, Inc.
         160 Clairemont Avenue, Suite 200
         Decatur, Georgia 30030
         Attention: Thomas M. Duffy, Esq.
         Telecopy: (404) 370-4206

         with a copy to:

         Troutman Sanders LLP
         600 Peachtree Street, N.E.
         Suite 5200
         Atlanta, Georgia 30308
         Attention: Harris B. Winsberg, Esq.
                    John W. Stephenson, Jr., Esq.
         Telecopy: (404) 962-6719 and
                   (404) 962-6728

      To Purchaser:

         Mr. Richard Cox
         2740 Sugarloaf Club Drive
         Duluth, GA 30097

         with a copy to:

         The Patriot Group
         One Thorndal Circle
         Darien, CT 06820
         Attention: Mr. Charles Forbes
         Telecopy: (203) 656-4483

Mr. Winsberg explains that the proposed sale process and the
bidding procedures have been designed to create a fair, open and
level playing field.

The Court will convene a hearing to consider the Debtors' request
on October 25, 2005, at 10:00 a.m.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Secures Insurance Premium Financing from Flatiron
------------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Allied Holdings, Inc., and its
debtor-affiliates to continue their financing arrangements for
insurance premiums and execute postpetition insurance premium
financing arrangements.

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, tells the Court that the Debtors require premium
financing to make current premium payments for certain of their
Policies by October 20, 2005.

Mr. Winsberg discloses that despite diligent and reasonable
efforts, they have been unable to acquire unsecured postpetition
premium financing in the ordinary course of their business.

In this regard, the Debtors ask the Court for authority to:

   (a) enter into a Premium Financing Arrangement with Flatiron
       Capital Corporation; and

   (b) execute other postpetition insurance premium financing
       agreements in which the lending companies receive senior
       security interests as allowed by Section 364(c)(1) of the
       Bankruptcy Code and can exercise their rights under the
       premium financing agreements without further relief from
       the Court notwithstanding Section 362 of the Bankruptcy
       Code.

In view of the importance of maintaining insurance coverage and
the preservation of their cash flow by financing certain
insurance premiums, the Debtors have entered into these separate
agreements considering premium financing arrangements:

A. The Flatiron Agreement

The Debtors have engaged in discussion with various companies
considering premium financing arrangements and have determined
that the terms proposed by Flatiron Capital Corp., also a
prepetition Lender, are advantageous for the financing.

The Flatiron Agreement requires the Debtors to make a $544,700
down payment to Flatiron and 10 monthly payments in equal amounts
of $168,965.

The amount financed under the Flatiron Agreement is $1,634,100,
with a 7.35% annual interest rate.  The total amount of payments
due under the Agreement is $2,178,800.

Under the Flatiron Agreement, the Debtors will grant Flatiron:

   (a) a lien and security interest in any and all unearned or
       returned premiums that may become payable under the
       Policies identified in the Agreement; and

   (b) a lien and security interest to secure any loss payment
       under the Policies but only to the extent the loss
       payments would reduce the unearned premiums, subject to
       the interest of any mortgages or other payees.

Flatiron's lien and security interest in the collateral will be
senior to the rights of the Debtors' estates and to the rights of
any person asserting a lien or security interest in any of the
Debtors' assets.  If the Court determines that the Collateral is
insufficient to pay all amounts due and owing to Flatiron under
the Agreement, the Debtors agree that Flatiron will be granted a
superior priority administrative claim under Section 364(c)(1)
equal to the amount of the deficiency.

The Debtors also intend to satisfy all monthly payments under the
Agreement and any other Premium Financing Agreements.  In the
event of their default, the Debtors will allow Flatiron to cancel
the policies identified in the Agreement and apply to their
account the unearned or returned premiums and, subject to the
rights of loss payees, any loss payments that would reduce the
unearned premiums.

B. The AICCO Agreement

The Debtors also seek the Court's authority to execute other
postpetition insurance Premium Financing Agreements similar to
the Flatiron Agreement, particularly with AICCO, Inc.

The AICCO Agreement requires the Debtors to make a $507,000 down
payment to AICCO and eight monthly payments for $151,081 in equal
amounts.

The amount financed under the AICCO Agreement is $1,183,000, with
a 5.75% annual interest rate.  The total amount of payments due
under the AICCO Agreement is $1,208,949.

                          *     *     *

The Court approves the Debtors' entry into the Flatiron Agreement
and the AICCO Agreement.  Certain other concerns remain
undecided.  Thus, the hearing on the matter is continued to
November 15, 2005.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLMERICA FINANCIAL: Fitch Affirms BB+ Long-Term Issuer Rating
--------------------------------------------------------------
Fitch Ratings has affirmed and removed the 'BB+' long-term issuer
rating and related ratings on Allmerica Financial Corporation from
Rating Watch Positive.  Fitch has also affirmed the 'A-' insurer
financial strength ratings on Allmerica Financial Corporation's
property/casualty subsidiaries.  The Rating Outlook is Stable.
Fitch's rating action follows AFC's recent announcement that it
expects its net after-tax loss from Hurricane Katrina, including
reinstatement premiums, to approximate $140 million.

Fitch had originally placed AFC's long-term ratings and AFC's
senior unsecured notes and capital securities on Rating Watch
Positive in August 2005, following the announcement that AFC had
entered into a definitive agreement to sell its variable annuity
and variable life insurance business to Goldman Sachs.

At that time, Fitch believed that following the divestiture of its
variable annuity and variable life operations, AFC's projected
interest coverage, capitalization, and organizational structure
were likely to support more typical notching between the company's
property/casualty subsidiaries' IFS ratings and AFC's long-term
and debt ratings.

Given the magnitude of AFC's Hurricane Katrina losses and AFC's
property/casualty subsidiaries' need to maintain appropriate
operating leverage, Fitch now believes that AFC's
property/casualty subsidiaries' dividend capacity is less likely
to support this standard notching.

Additionally, Fitch believes that AFC's Hurricane Katrina losses
are an indication that the company's earnings and cash flow are
more volatile than previously believed and are less likely to
support standard notching in the near-to-medium term.

These ratings have been affirmed and removed from Rating Watch
Positive by Fitch:

   Allmerica Financial Corp.

     -- Long-term issuer 'BB+';
     -- Senior debt 'BB+'.

   AFC Capital Trust I

     -- Capital securities 'BB-'.

The Rating Outlook is now Stable.

Fitch also affirms these IFS ratings with a Stable Outlook:

   The Hanover Insurance Company

     -- IFS 'A-'.

   Citizens Insurance Company of America

     -- IFS 'A-'.


AMERICAN CINEMA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Cinema Network, Inc.
        d/b/a American Cinema Advertising Network
        d/b/a Century Media Network Company
        3033 Moorpark Avenue, Suite 25
        San Jose, California 95128

Bankruptcy Case No.: 05-59381

Type of Business: The Debtor provides pre-show slide advertising.

Chapter 11 Petition Date: October 16, 2005

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Kathryn S. Diemer, Esq.
                  Diemer & Whitman, LLP
                  2 North 2nd Street, Suite 290
                  San Jose, California 95113
                  Tel: (408) 971-6270

Total Assets: $435,700

Total Debts:  $2,638,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Alex Grovitz                  Loan from               $1,375,409
3033 Moorpark Avenue,         shareholder
Suite 25
San Jose, CA 95128

Internal Revenue Service                                $365,725
55 South Market Street,
Suite 610
Group 1700 HQ 5117
San Jose, CA 95113

Berliner Cohen                                          $300,000
Ten Almaden Blvd., 11th Floor
San Jose, CA 95113

Century Theaters                                         $75,000

Bank of America               Line of credit             $61,000

Popelka Allard                                           $55,000

Universal City Walk                                      $48,000

Strategies for Human                                     $45,000
Structure

Abbott Stringham & Lynch                                 $38,000

T-Ram                                                    $31,648

Employment Development Dept.                             $30,000

DSI Ding Masters                                         $10,732

American Recovery Service,    Credit card charge          $9,800
Inc.

Washington Mutual Bank                                    $8,552

The Velocity Group, Inc.                                  $8,335

Bernard Hodes Advertising                                 $6,456

Sequoia Hospital                                          $6,245

Alameda Co. Waste Management                              $5,368

Prometheus Real Estate Group                              $4,767

CC Social Services                                        $4,288


AMERIGAS PARTNERS: Sr. Debt Exchange Offer to Expire on Nov. 30
---------------------------------------------------------------
AmeriGas Partners, L.P., set November 30, 2005, as the expiration
date of its previously announced exchange offer.

As reported in the Troubled Company Reporter on Oct. 13, 2005, the
Company commenced an offer to exchange up to $415 million
aggregate principal amount of its 7.25% Series B Senior Notes due
2015 that are registered under the Securities Act of 1933 for a
like principal amount of its outstanding 7.25% Series A Senior
Notes due 2015 which it issued previously without registration
under the Securities Act.

The form and terms of the exchange notes and the original notes
are identical in all material respects, except that the exchange
notes will not be subject to transfer restrictions or entitled to
registration rights, and the additional interest provisions
applicable to the original notes will not apply to the exchange
notes.

AmeriGas Partners, L.P., and AmeriGas Finance Corp., a wholly
owned subsidiary of AmeriGas Partners, L.P., issued the original
notes and will issue the exchange notes.

Wachovia Bank, National Association serves as the exchange agent.

                       Terms of the Notes

The notes mature on May 20, 2015.

Interest on the exchange notes will accrue at the rate of 7.25%
per annum, payable semiannually in cash in arrears on each May 20
and Nov. 20, commencing on November 20, 2005.

On or after May 20, 2010, the Company may redeem the exchange
notes.  Prior to May 20, 2008, the Company may redeem up to 35% of
the original principal amount of the notes with the proceeds of a
registered public offering of its common equity.

The exchange notes will be senior unsecured joint and several
obligations of AmeriGas Partners, L.P. and AmeriGas Finance Corp.

The exchange notes will rank pari passu in right of payment with
all of the other existing and future senior indebtedness and
senior in right of payment to all of the existing and future
subordinated indebtedness.  The exchange notes will be effectively
subordinated to all existing and future secured and unsecured
indebtedness and other liabilities of the Company's subsidiaries,
including its operating partnership.

A significant portion of the operating partnership's assets have
been pledged to secure indebtedness under the first mortgage
notes, a bank term loan and the bank credit facilities of the
operating partnership.

As of June 30, 2005, the Company had approximately $489.9 million
of aggregate indebtedness and the aggregate indebtedness of its
operating partnership and its subsidiaries was approximately
$439.5 million.  The exchange notes will be non-recourse to our
general partner.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?268

AmeriGas Partners, L.P., is the nation's largest retail propane
distributor, serving nearly 1.3 million customers from over 650
locations in 46 states.  UGI Corp. (NYSE: UGI), through its
subsidiaries, will own approximately 44 percent of the Partnership
and individual unitholders will own the remaining 56 percent
assuming that the over-allotment option is not exercised.

Through its subsidiaries, AmeriGas Partners, L.P. (NYSE:APU) is
the largest retail propane distributor in the United States.  The
Partnership serves residential, commercial, industrial,
agricultural and motor fuel customers from over 650 retail
locations in 46 states.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
AmeriGas Partners, L.P.'s -- APU -- $400 million senior notes due
2015, issued jointly and severally with its special purpose
financing subsidiary Amerigas Finance Corp., are rated 'BB+' by
Fitch Ratings.  The Rating Outlook is Stable.  An indirect
subsidiary of UGI Corp. is the general partner and 44% limited
partner for APU, which, in turn, is a master limited partnership -
- MLP -- for AmeriGas Propane, L.P. -- AGP, an operating limited
partnership.  Proceeds from the new senior notes will be utilized
to repurchase outstanding 8.875% APU senior notes pursuant to an
ongoing tender offer.


AMHERST TECH: Taps Bridge Associates as Financial Consultant
--------------------------------------------------------------
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 for permission
to retain Bridge Associates, LLC, as its financial consultant,
nunc pro tunc to Sept. 22, 2005.

The Committee selected Bridge Associates as its financial
consultants because of the Firm's extensive and diverse
experience, knowledge, and reputation in the field of financial
crisis consulting, financial structure analysis, and bankruptcy
reorganization.

In this engagement, Bridge Associates will:

    a) assist the Creditors' Committee in investigating the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors, the operation of the Debtors' business and the
       desirability of the continuance of such business;

    b) assist the Creditors' Committee in reviewing the Debtors'
       transactions prior to the filing of the Chapter 11 petition
       by investigating and performing analysis with respect to
       potential preference transactions, fraudulent transfers, or
       improper transactions with insiders;

    c) assist the Creditors' Committee in analyzing the claims
       against the Debtors;

    d) provide financial analysis relating to motions brought in
       court, including assisting in any negotiations and
       appearing at hearings, if necessary;

    e) review and analyze the Debtors' periodic business plans,
       operating and cash flow statements and other reports;

    f) assist the Creditors' Committee in reviewing and analyzing
       proposed transactions for which the Debtors seek Court
       approval;

    g) provide the Creditors' Committee with financial analysis of
       any business plans, or any Plan of Reorganization and
       accompanying Disclosure Statement supplied by the Debtors
       and assist the Creditors' Committee in negotiating the
       terms of any plan of reorganization;

    h) assist the Creditors' Committee in investigating the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors' affiliates, and the relationship of these
       affiliates to the Debtors' business; and

    i) provide other financial and consulting services as may be
       requested by the Creditors' Committee or its counsel and
       agreed to by Bridge Associates.

The hourly rates for Bridge Associates' professionals are:

       Designation                            Hourly Rate
       -----------                            -----------
       Managing Directors, Directors          $300 - $450
       or Senior Consultants

       Principals, Senior Associates          $250 - $300
       or Consultants

       Associates or Consultants              $150 - $250

To the best of the Committee's knowledge, Bridge Associates is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in New York, New York, Bridge Associates --
http://www.bridgellc.com/-- is a leading turnaround, crisis and
interim management firm.  The Firm's clients include middle market
and Fortune 500 companies in a wide range of industries.

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.


AMR CORPORATION: Incurs $153 Million Net Loss in Third Quarter
--------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported a net loss of $153 million for the third quarter, or
$0.93 per share fully diluted.

The loss includes a net $58 million negative impact of two special
items - an $80 million charge for a contract termination and a
$22 million credit for the reversal of an insurance reserve.
Without these special items, AMR would have recorded a net loss of
$95 million, or $0.58 per share.  The current quarter results
compare to a net loss of
$214 million, or $1.33 per share fully diluted, in the third
quarter last year.  Excluding a special item of $18 million,
the net loss in the third quarter of 2004 would have been
$232 million, or $1.44 per share fully diluted.

"It is certainly disappointing to have swung to a loss after
recording our first quarterly profit (without special items) since
2000 in the second quarter of this year," said AMR Chairman and
CEO Gerard Arpey.  "The fact that we were unable to sustain
profitability despite robust customer volumes says a lot about our
inability to pass on fuel-price increases to consumers.  This
underscores the need to accelerate our cost-cutting initiatives
across the board under our Turnaround Plan."

Mr. Arpey also pointed out that Hurricanes Katrina and Rita, in
addition to driving fuel costs significantly higher, adversely
impacted results by temporarily reducing air travel, disrupting
airline operations and increasing other costs.

American's revenue performance during the third quarter was marked
by record high load factors and significantly improved yields.
The mainline load factor - or percentage of total seats filled -
was 81.2 percent, an increase of 3.3 points compared to a year
ago.  Yield, which represents average fares, was up 8 percent.

"Strong demand, combined with capacity restraint, enabled us to
gain some traction on the revenue side of the ledger," Arpey said.
"We saw our first significant yield increase in some time.  But
there is still a disconnect between the price of fuel and the
price of air travel.  Just to cover the increase in fuel costs
over the past two years, American would have had to raise fares
nearly $75 per roundtrip ticket.  During this time period, our
average fare increased by only $15."

During the third quarter, the Company paid $525 million more for
fuel than it would have paid with last year's fuel prices - and
$204 million more than it would have paid using the average price
from the second quarter.  American's mainline cost per available
seat mile in the quarter was up by 9.7 percent year over year.
Excluding fuel and special items, the mainline unit cost was down
by 2.4 percent year over year.

"The progress we have made in reducing our non-fuel expenses is a
big reason why we are in better shape than some of our
competitors," Arpey said.  "But to assure our future, we must
accelerate our rate of progress, and bring our costs to levels
that are competitive with both the low-cost segment of the
industry and the carriers in or emerging from bankruptcy
reorganization."

Mr. Arpey noted that American produces a product people truly
enjoy.  "Our challenge, as always," he said, "is to leverage the
public's love of travel in a way that is as rewarding to our
shareholders as it is to our customers.  The people of American
Airlines are working collaboratively to make that happen."

Mr. Arpey pointed out that despite the Company's challenges, AMR
contributed $75 million to its various defined benefit plans in
the third quarter and another $22 million on Oct. 14, bringing its
total contributions to the plans this year to $310 million.  AMR
ended the period with $3.9 billion in cash and short-term
investments, including a restricted balance of $499 million.

Looking forward, the Company expects to post - at the current
level of fuel prices - a significant loss in the fourth quarter.

Based in Fort Worth, Texas, AMR Corporation --
http://www.amrcorp.com/-- is the parent company of American
Airlines and American Eagle Airlines.  The company's stock is
listed on the New York Stock Exchange under the trading symbol
AMR.

American Airlines is the world's largest carrier. American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 3,900
daily flights. The combined network fleet numbers more than 1,000
aircraft. American's award-winning Web site -- http://www.AA.com/
-- provides users with easy access to check and book fares, plus
personalized news, information and travel offers. American
Airlines is a founding member of the oneworld Alliance.

At June 30, 2005, AMR Corp.'s balance sheet showed a $615 million
stockholders' deficit, compared to a $581 million deficit at
Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on selected
equipment trust certificates and enhanced equipment trust
certificates of AMR Corp. (B-/Stable/B-3) unit American Airlines
Inc. (B-/Stable/--) as part of an industry-wide review of
aircraft-backed debt.  The ratings were removed from CreditWatch
with negative implications, where they were placed on Feb. 24,
2005.

"The rating actions reflect Standard & Poor's concern that
repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Philip
Baggaley.  "Downgrades of ETCs and EETCs were focused on debt
instruments that would be hurt in such a scenario, particularly
debt backed by aircraft that are concentrated heavily with large
U.S. airlines and junior classes that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
credit analyst continued.


AMSOUTH BANK: Moody's Lowers Bank Financial Strength Rating to B-
-----------------------------------------------------------------
Moody's Investors Service aligned the bank financial strength
rating of Amsouth Bancorporation's lead bank subsidiary, AmSouth
Bank, to B- from B.  At the same time Moody's affirmed all of the
other ratings it assigns to AmSouth Bancorporation (Issuer Rating
A2) and its bank subsidiary including the debt and deposit ratings
at Amsouth Bank (A1/P1 for deposits).  The rating outlook remains
stable.

Moody's noted that absent external support, banks rated A1 for
deposits typically possess a B- financial strength rating.  The
current ratings of AmSouth reflect:

   * its improving asset quality indicators;
   * supported by good loan granularity;
   * moderate exposure to commercial real estate; and
   * good liquidity at the holding company.

Factors limiting the rating are its below average risk-adjusted
core profitability compared to higher rated peers and the
challenges it faces due to very strong and numerous competitors in
its footprint, particularly in Florida, where the company is
focusing its growth efforts.

AmSouth Bancorporation is headquartered in Birmingham, Alabama and
its reported assets as of September 30, 2005 were $51.1 billion.


ASARCO LLC: Final Cash Collateral Hearing Set for Fri., Oct. 28
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 15, 2005,
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas granted ASARCO LLC authority to use its cash
collateral on an interim basis.

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

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

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

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

                       Court Ruling

Judge Schmidt authorizes ASARCO, LLC, on an interim basis, to
continue to maintain the proceeds of Mitsui & Co. (USA), Inc.'s
collateral in the separate segregated bank account.

As ASARCO sells its copper inventory, the Debtor must continue to
allocate the proceeds to silver inventory in the same manner that
it has done previously, Judge Schmidt says.

As proceeds of Mitsui's collateral are received, Judge Schmidt
continues, ASARCO must promptly deposit in the Mitsui Cash
Collateral Account that portion of the proceeds that the Debtor
has allocated to silver inventory.

ASARCO is directed to provide Mitsui with reports of the amounts
of silver inventory on a bi-weekly basis and of the amount of the
Mitsui Cash Collateral that is segregated in the Mitsui Cash
Collateral Account on a weekly basis, pending a final hearing.

The Court will convene a final hearing to consider ASARCO's
request on Oct. 28, 2005, at 10:00 a.m. in Corpus Christi.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Can Borrow Up to $20 Million of DIP Financing from CIT
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 23, 2005,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas to enter into an agreement with The CIT
Group/Business Credit, Inc., for $75,000,000 in postpetition
financing.

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

                       More Objections

(1) Subsidiary Committee and Claimants Representative

The Official Committee of Unsecured Creditors of the Subsidiary
Debtors and the Future Claims Representative, Robert C. Pate,
jointly ask the Court to deny ASARCO, LLC's request to obtain
postpetition financing from The CIT Group/Business Credit, Inc.

Jacob L. Newton, Esq., at Stutzmnan, Bromberg, Esserman & Plifka,
in Dallas, Texas, explains that although the DIP Motion was filed
on September 14, 2005, neither a copy of the DIP financing
agreement nor a proposed final DIP order was attached to the
document.

Moreover, the Subsidiary Committee and the Futures Representative
argue that the DIP financing should not be under the conditions
that unfairly burden or prejudice ASARCO and its estates and that
leave the Debtor's existing rights unprotected.

The Subsidiary Committee and the Futures Representative have
conducted an analysis of the DIP Financing Agreement and are
raising objections on the definition of terms like "accounts,"
"avoidance claim," "carve-out," and "collateral."  The Subsidiary
Committee and the Futures Representative find the definition of
certain terms too broad or too limiting.  The Subsidiary
Committee and the Futures Representative also complain that the
Carve-Out and its accompanying definition of Estate Professionals
does not protect the fees and expenses of the Subsidiary
Committee, the Futures Representative or the Professional Persons
employed by the Subsidiary Committee or the Futures
Representative.

The Subsidiary Committee and the Futures Representative suggest
modifications to these terms.

A full-text copy of the DIP Financing Analysis is available for
free at http://bankrupt.com/misc/DIP_Financing_Analysis.pdf

The Subsidiary Committee and the Futures Representative reserve
their rights to raise additional objections to the Financing
Agreements after review of the final documents.

(2) U.S. Government

On behalf of the United States Government, David L. Dain, Esq.,
at the Environment & Natural Resources Division, in Washington,
D.C., tells the Court that although the U.S. Government accepts
ASARCO's postpetition financing proposal, the Debtor failed to
show that the circumstances within the company are so dire that
the approval cannot be delayed for a limited period of time to
ensure that all parties-in-interest have a fair opportunity to
review the final agreement.

While the Government recognizes that ASARCO has shared drafts of
the DIP Financing Agreement, recent versions continue to have
important changes.  Moreover, ASARCO has yet to share any draft
of several of the schedules that will eventually be attached to
the Financing Agreement.

Mr. Dain says that the Government and ASARCO have been discussing
the need to protect valid secured positions the Government may
have due to existing liens and any valid set-off rights vis-a-vis
tax refunds that ASARCO may be seeking.  However, the present
language of the DIP financing documents does not clearly
accomplish that lien perfection goal.

Mr. Dain states that the Government may not act as to an asset of
ASARCO when CIT Group holds any lien on that asset, even if that
position is secondary to the position the Government has as to
that asset.

Accordingly, the Government asks the Court to deny ASARCO's DIP
Motion to the extent the eventual language does not protect those
rights.

(3) Gerald Metals

Pursuant to a copper concentrate toll agreement, dated as of
December 22, 2004, ASARCO agreed to receive certain copper
concentrates for toll conversion and return to Gerald Metals,
Inc., copper cathodes.

The transaction evidenced by the Toll Agreement is intended by
the parties to be a bailment, to which ASARCO grants Gerald
Metals a security interest in all of ASARCO's copper, all goods,
alloys, concentrates and other in-process or other material
containing copper, and all other metal or metal product or
byproduct produced to secure ASARCO's obligations to Gerald
Metals.

Jeffrey R. Fine, Esq., at Hughes Luce, LLP, in Dallas, Texas,
informs the Court that Gerald Metals has perfected its security
interest granted by the Toll Agreement by filing the appropriate
financing statements.

Since the proposed DIP Order and the credit agreement indicate
that CIT Group will be granted a first priority lien on all of
ASARCO's assets, Mr. Fine says Gerald Metals has reason to
believe that its interests may be negatively affected by the DIP
Facility.

Thus, Gerald Metals demands that both the Final DIP Order and the
credit agreement recognize the bailment relationship the company
has with ASARCO and acknowledge that its security interests are
not subject to any security interest or other provisions in the
DIP Facility.

Mr. Fine notes that ASARCO did not provide the parties-in-
interest with adequate notice of the terms of the DIP Facility by
sharing copies of the credit agreement and the proposed Final DIP
Order in compliance with Rule 4001(b) and (c) of the Federal
Rules of Bankruptcy Procedure.

Accordingly, Gerald Metals wants the DIP Motion denied.

(4) Mitsui

Mitsui & Company (U.S.A.), Inc., holds a security interest in the
ASARCO's silver inventory pursuant to certain prepetition
agreements.

The Cash Collateral Order provides that the Debtor will continue
to maintain the proceeds of Mitsui's collateral in a separate
segregated bank account, and will deposit into the Mitsui Cash
Collateral Account that portion of the proceeds that the
Debtor has allocated to Mitsui Silver Inventory.  ASARCO must
provide Mitsui with reports of the amount of silver inventory on
a bi-weekly basis and of the amount of Mitsui Cash Collateral
that is segregated in the Mitsui Cash Collateral Account on a
weekly basis pending a final hearing.

Mitsui objects to the DIP financing agreement due to the fact
that it has not received all of the schedules to the agreement,
nor the copies of some of the documents supporting or referred to
in the DIP Motion.  Therefore, Mitsui cannot determine whether
those instruments would recognize the Mitsui Security Interest as
a Permitted Encumbrance.

(5) Texas Commission

The DIP Letter states that no costs or expenses of administration
will be imposed against the Collateral under Section 506(c) of
the Bankruptcy Code.  The proposed DIP Order states that
"Bankruptcy Code Section 506(c) is not applicable to the DIP
Facility, the Collateral, and the DIP Agent and the DIP Lenders."

The Texas Commission on Environmental Quality tells Judge
Schmidt that it is inappropriate and overreaching for CIT to
pre-determine that no Section 506(c) claims will ever be
allowed against the property in which CIT is taking a lien.

The Commission further asserts that it is inequitable to
pre-determine that CIT should prime any lien of a governmental
environmental regulatory agency.  While the Trustee and the
Debtor can be compelled to comply with state law pursuant to
28 U.S.C. Section 959(b), a secured creditor cannot be compelled
to clean up property in which it merely has a security interest.
The Commission speculates CIT would fall under a lender liability
exception to environmental laws.

To grant CIT an order, which proscribes the ability of a
governmental environmental regulatory agency to make such a
claim, creates the potential for CIT to receive a windfall, the
Commission asserts.

(6) Coeur d'Alene Tribe

The Coeur d'Alene Tribe is a federally recognized Indian tribe
whose present reservation is located in northern Idaho within its
aboriginal territory.

The Tribe objects to the DIP Financing request until ASARCO
provides assurance that it is not proposing to grant a senior or
equal lien on collateral to which the Tribe is a secured party
and which secures payments owed by ASARCO pursuant to the terns
of a settlement agreement between the Debtor and the Tribe.

In 1991 and 1996, the Tribe and the United States Government
filed separate actions pursuant Section 107 of the Comprehensive
Environmental Response, Compensation and Liability Act against
ASARCO, Incorporated, Hecla Mining Company and other defendants
in the United States District Court for the District Court of
Idaho.  The Tribe sought to recover damages for injured natural
resources under the CERCLA, and the Government sought to recover
response costs and natural resource damages.  The Tribe and the
Government's cases were consolidated in 1996.  Trial on liability
issues began in January 2001 and ended in August of that year.

In January 2003, the Tribe settled its case against ASARCO.
By the terms of the Settlement Agreement, the Tribe agreed to
dismiss its claims against ASARCO, in consideration for ASARCO's
promise to pay a total of $5,000,000 to the Tribe in five annual
$1,000,000 installments due each year on November 30, commencing
November 30, 2003 and ending on November 30, 2007.  The
settlement also provides that ASARCO anticipate making each of
the required payments out of the proceeds of a promissory "Note
A," held by its subsidiary, Southern Peru Holdings Corporation.

The Tribe holds a valid and perfected first-priority security
interest in Note A.  The Tribe has conducted a due diligence
search on U.C.C. filings with the Secretary of State of the State
of Delaware and found no other liens on Note A or its proceeds.
ASARCO has made two of the five $1,000,000 payments to the Tribe
as required by the terms of the parties' settlement.  ASARCO's
third-annual payment is due on November 30, 2005.

(7) Salt River Project

Matthew A. Rosenstein, Esq., in Corpus Christi, Texas, tells
Judge Schmidt that the collateral ASARCO granted to Salt River
Project Agricultural Improvement and Power District to secure the
Debtor's payment obligation includes a collateral approved by the
Court pursuant to Section 366 of the Bankruptcy Code.  This
security is in the form of a $560,000 security deposit, as well
as weekly prepayments, both of which will escalate as electricity
usage increases.  SRP will deem itself unsecured if the Court
grants a superpriority lien to the CIT Group with respect to
those deposits, thus entitling SRP to immediately terminate
electrical service to ASARCO, Mr. Rosenstein says.

Accordingly, SRP asks the Court to deny the DIP Motion in so far
as it seeks to grant equal or superior liens and security
interest in and to SRP's collateral.  SRP proposes that any final
DIP order should provide that SRP's duly perfected prior lines
and security interests, including security deposits, will remain
prior and paramount to any and all liens.

                          *     *     *

ASARCO LLC delivered a copy of its DIP Financing Agreement with
The CIT Group/Business Credit, Inc., to the Bankruptcy Court on
Oct. 17, 2005.  A full-text copy of the DIP Agreement is
available at no charge at:

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

On an interim basis, Judge Schmidt authorizes ASARCO to borrow up
to $20,000,000 under the DIP Credit Facility.  Any objections to
the Debtors' request that have not been previously withdrawn are
overruled in their entirety.

To secure the prompt payment and performance of ASARCO's
obligations to the DIP Agent and the Lenders, the Court grants
the Lenders valid and automatically perfected security interests
and liens subject to the Excluded Collateral.  Among others, the
DIP Liens will be valid, enforceable, non-avoidable, perfected,
priming security interests and liens that superior to the
security interests and liens, if any, of Americas Sales
Corporation and Gerald Metals, Inc., in inventory owned by
ASARCO, provided that in the event adequate protection of ASC's
interests should fail, ASC will have a superpriority claim
pursuant to Section 507(b) of the Bankruptcy Code.

ASC and Gerald Metals have filed UCC-1 financing statements that
purport to perfect security interests or liens against the
ASARCO's Inventory.  The Debtor believes it owes no debt and has
no other outstanding obligations to ASC.

With respect to an equipment leased to ASARCO, the DIP Liens will
attach only to ASARCO's right, title, and interest in that
equipment if those leases are true leases.  In the event any
lease is determined to be a secured transaction and the lessor is
determined to hold a perfected and non-avoidable prepetition date
security interest in that equipment, Judge Schmidt rules that the
DIP Liens will be junior in priority to that security interest.

Furthermore, the DIP Liens will not attach to:

   (a) the KWELM insurance proceeds currently held in an escrow
       account at Wells Fargo Bank, National Association,
       pursuant to that certain Escrow Agreement dated July 8,
       2005, among Capco Pipe Company, Inc., Lac d'Amiante du
       Quebec, Ltd., and the Official Committee of Unsecured
       Creditors in the Subsidiary Debtors' cases;

   (b) ASARCO's right, title, and interest in and to any other
       insurance payment or insurance proceeds arising from or
       payable as a result of asbestos-based personal injury
       claims for which ASARCO or its subsidiaries have
       liability;

   (c) ASARCO's right, title, or interest in the claims or
       causes of action against certain persons that have been
       described or arise from facts alleged in those certain
       motions filed in Adversary Proceeding No. 05-2048 by the
       Subsidiary Debtors' Committee and the Future Claims
       Representative in the Subsidiary Debtors' cases; and

   (d) ASARCO's right of indemnification or contribution to
       collect from entities, if any, that are liable to ASARCO
       on a creditors' claim if it arises as a consequence of a
       payment that is made to a personal injury claimant on
       account of any asbestos-related liability other than
       entities that owe an Account to ASARCO or are critical
       vendors to ASARCO;

   (e) ASARCO's notes receivable which have been issued to pay
       costs for environmental remediation or asbestos claims
       associated with the business division sold and proceeds;

   (f) inventory owned by any person and provided to ASARCO
       pursuant to tolling agreements or arrangements with the
       ASARCO;

   (g) any and all proceeds of $123,250,000 Promissory Note made
       by Americas Mining Corporation in favor of Southern Peru
       Holdings Corporation on March 31, 2003, that will be
       received by ASARCO until the time as ASARCO has performed
       all of its payment obligations to the Coeur d'Alene Tribe
       pursuant to their settlement agreement dated January 31,
       2003; and

   (h) the Avoidance Claims.

Judge Schmidt rules that the DIP Liens will not prime:

   -- any validly perfected and non-avoidable prepetition
      security interests in certain silver inventory,
      equipment, real estate and other Collateral;

   -- valid government offset rights;

   -- valid ad valorem tax liens on any of the Collateral for
      any tax years; and

   -- certain other permitted encumbrances as identified in the
      DIP Financing Agreement subject to any rights of the
      estate to avoid any prior lien.

Judge Schmidt directs ASARCO to promptly pay or reimburse the DIP
Agent for all reasonable fees, expenses and other costs of the
DIP Agent's counsel and all other financial advisors and
professional persons employed in connection with the DIP
Facility.

Judge Schmidt also modifies the automatic stay to permit ASARCO
to grant the DIP Liens and to perform all acts and take all
actions necessary to perform its obligations to the DIP Agent and
the CIT Group.

ASARCO will maintain insurance covering the Collateral in
accordance with the DIP Financing documents.  To the extent
ASARCO has made any deposits for the benefit of utility companies
or any other entity, those deposits will be subject to the DIP
Liens.  ASARCO may not use or transfer any returned deposits, and
ASARCO assigns and sets over its rights in and to all returned
deposits to the DIP Agent.

Judge Schmidt directs ASARCO to provide to the DIP Agent all the
documentation, reports, schedules, assignments, financial
statements and other information required by the DIP Financing
Documents.

The Court also rules that no priority claims will be allowed that
are or will be prior to or on a party with the Superpriority
Claims or the DIP Liens against ASARCO.  On a Event of Default,
the DIP Agent's Liens and Superpriority Claims will be subject to
a maximum $5,000,000 carve-out for:

   -- fees owed by ASARCO and any fees payable by ASARCO to
      Clerk of the Bankruptcy Court;

   -- out-of-pocket expenses of the members of the Creditors'
      Committee; and

   -- fees, costs and expenses of ASARCO's and the Committee's
      Court-approved professional persons so long as no Event
      of Default exists.

No advances under the DIP Facility and no Carve-Out funds will be
used for the payment or reimbursement of any fees of the Estate
Professionals.

The DIP Financing provisions will automatically expire on the
earliest to occur on:

   * October 18, 2007, subject to extension at the DIP Agent's
     absolute discretion;

   * the DIP Facility's termination;

   * the effective date of a confirmed Chapter 11 plan of
     reorganization;

   * the closing date of a sale of substantially all of
     ASARCO's assets; or

   * conversion or dismissal of ASARCO's case.

CIT is represented in the Debtor's case by Josiah M. Daniel, III,
Esq., and Courtney S. Lauer, Esq., at Vinson & Elkins, LLP, in
Dallas, Texas.

The Court will convene a hearing on November 28, 2005, at 2:00
p.m., to consider final approval of the Debtors' request.

A full-text copy of the Interim DIP Order is available at no
charge at http://bankrupt.com/misc/asarcointerimDIPorder.pdf

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants Until March 7 to File Plan of Reorganization
--------------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, only a debtor
may file and solicit acceptances of a Chapter 11 plan of
reorganization until 120 days after the Petition Date.  Once a
debtor has filed a Plan within that exclusive period, no other
party-in-interest may propose a plan unless the debtor has failed
to obtain acceptances from all classes in its plan within 180
days after the Petition Date.

Pursuant to Section 1121(d), on a timely request of a party-in-
interest, and after notice and hearing, the Court may increase
the 120-day and the 180-day exclusivity period.

By this motion, ASARCO LLC and its debtor-affiliates seek one
exclusive plan filing and solicitation deadline for all Debtors.

The Debtors ask the Court to fix and extend their joint exclusive
plan proposal period until March 7, 2006, and their joint
exclusive plan solicitation period until May 6, 2006.

Jack L. Kinzie, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
tells Judge Schmidt that setting the expiration of the
exclusivity periods on the same dates for all the Debtors will
assist in the efficient management of their bankruptcy cases.

The Debtors contend that an extension will permit them to file
their plan of reorganization, seek approval of their disclosure
statement, and seek confirmation of that plan in an orderly
manner and with the least expense.  In addition, the extension
will also allow the Debtors to continue their efforts to settle
various cases and controversies with their constituencies, which
will increase the potential for early payout of allowed claims.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


AT HOLDINGS: Moody's Rates Proposed $50 Million Sr. Notes at Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to AT Holdings
Corporation's proposed $50 million senior discount notes, and has
assigned AT Holdings a Corporate Family Rating of B2.  The purpose
of these notes is to partially fund the acquisition of AT
Holdings, the parent company of Argo-Tech Corporation, by
V.G.A.T. Investors, LLC for total consideration of approximately
$176 million.

The balance of the purchase price will be funded by approximately
$120 million in equity contribution by V.G.A.T., and, to a much
smaller degree, by an increase in Argo-Tech's existing term loan
facility as well as through use of internal cash.

In related actions, Moody's has confirmed the B1 ratings on Argo-
Tech's existing senior secured credit facilities and assigned a B1
rating to add-on senior secured credit facilities, has confirmed
the B3 rating on Argo-Tech's $250 million senior unsecured notes,
and has withdrawn Argo-Tech's Corporate Family Rating, which is
now placed at AT Holdings.  The rating outlook is stable.  This
concludes the ratings review for possible downgrade commenced on
September 23, 2005.

The stable outlook reflects Moody's expectations that Argo-Tech's
sales base will grow moderately with stable operating margins over
the next 12-18 months, with free cash flow returning to positive
levels over that period, allowing for modest debt reduction in the
near term.  Ratings may be pressured if the Company undertakes a
large levered acquisition, or if it experiences operating
difficulties or reduced business activity in the commercial
aviation sector.

Specifically, a downgrade may be prompted if leverage
(debt/EBITDA, using Moody's standard adjustments) exceeds 7 times,
if EBIT/interest falls below 1.3 times, or if free cash flow
remains below 3% of total debt.  Conversely, ratings or their
outlook may be adjusted upward if the Company were to reduce debt
materially, such that leverage were to fall below 5.0 times
debt/EBITDA, EBIT/interest exceeds 1.8 times, and free cash flow
remains greater than 7% of total debt for a sustained period.

With this acquisition-related refinancing, AT Holdings'
consolidated debt will increase by about 20% with the additional
senior discount notes and Argo-Tech's incremental $5 million term
loan facilities, from about $266 million (all issued by Argo-Tech,
as of July 2005), to pro forma $319 million.  Leverage will
increase accordingly, from debt/EBITDA of 5.3 times for the LTM
July 2005 period to pro forma 6.4 times, a level somewhat high for
the rating category.

Moreover, as the proposed senior discount notes are expected to
accrue interest at approximately 10%, the balance on these notes
will increase over time.  If the Company fails to generate
expected levels of free cash flow over the next few years,
AT Holdings' leverage could potentially increase with this
accrual.

However, Moody's notes positively that the financing used to fund
the acquisition by V.G.A.T. only represents a minority of the
total consideration paid by the buyers, who will provide about
$120 million of equity in the transaction, and that since the new
notes accrue PIK interest through 2009, there is essentially no
cash impact on the Company as a result of the refinancing.  As
such, EBIT/interest will remain about the same as LTM July 2005,
at approximately 1.6 times, which is appropriate for this rating
category.  As such, Moody's expects AT Holdings' overall credit
profile to improve modestly in the near term.

Moody's notes positively the recent improvement in Argo-Tech's
operating results, as the Company benefits from a continued
recovery in the commercial aviation sector and its favorable
impact on the spares and parts aftermarket.  Argo-Tech's leading
market share in the fuel pump segment on a large installed base of
commercial aircraft, particularly where the CFM56 engine is
concerned, has made a material contribution to the observed
improvement in operating results.

Over the past two years, revenue has grown 26%, from $161 million
in FY 2003 to $203 million LTM July 2005.  At the same time,
EBITDA has grown from about $37 million in FY 2003 to $51 million
LTM July 2005 as operating margins have improved from about 17% to
20%.  However, free cash flow has been thin recently
(approximately $13 million LTM July 2005) and is expected to be
negative for FY 2005, reflecting the impact of non-recurring
transaction costs.

While a concern, Moody's notes that the thin free cash flow is
largely attributable to working capital investments that are
typical in the aerospace parts and repairs segment during growth
and recovery periods.  As such, Moody's expects Argo-Tech's free
cash flow to return to more substantial levels in FY 2006, which
will be important in maintaining its credit profile due to the
increasing debt levels implicit in the PIK accrual on the new
discount notes.

The rating agency also recognizes the potential benefit that Argo-
Tech could derive from its growing Cryogenics Product business.
Although currently small (only 6% of LTM July 2005 revenues), the
Company has shown an ability to quickly establish market share by
receiving a growing number of new orders for its submerged motor
pumps over recent years.  Moody's believes that LNG market
fundamentals are particularly strong, and support expectations
that Argo-Tech's revenues and operating profits should grow over
the long run in this sector, adding diversification to a revenue
base that has traditionally relied heavily on the commercial
airline industry.

The Caa1 rating assigned to AT Holdings' proposed $50 million
senior discount notes, two notches below the Corporate Family
Rating, reflects the lack of both security and subsidiary
guarantees provided to these notes, as well as their junior
position in claim behind all existing debt issued by subsidiary
Argo-Tech Corporation, including the senior secured credit
facilities as well as the guaranteed senior unsecured notes.

These ratings have been assigned:

  AT Holdings Corporation:

     * Senior discount notes due 2012, at Caa1
     * Corporate Family Rating of B2

  Argo-Tech Corporation:

     * Add-on senior secured term loan facility, at B1,
     * Add-on senior secured revolving credit facility, at B1.

These ratings have been confirmed:

  Argo-Tech Corporation:

     * Senior secured term loan facility, at B1
     * Senior secured revolving credit facility, at B1
     * Senior unsecured notes, at B3

This rating has been withdrawn:

  Argo-Tech Corporation:

     * Corporate Family Rating (B2)

AT Holdings Corporation, based in Cleveland, Ohio, through its
wholly-owned subsidiaries Argo-Tech Corporation, designs,
manufactures and services high performance fuel flow devices
primarily for the aerospace industry.  Products include:

   * main engine fuel pumps,
   * air-frame fuel pumps,
   * aerial refueling systems,
   * components for ground-fueling systems, and
   * industrial cryogenic pumps and components.


BCBG MAX: Moody's Rates $200 Million Sr. Secured Term Loan B at B1
------------------------------------------------------------------
Moody's Investors Services assigned first time ratings to BCBG Max
Azria Group, Inc.  The ratings are being assigned in connection
with the company's syndication of two bank credit facilities, the
proceeds of which will be used to:

   * finance its acquisition of Alain Manoukian S. A.;
   * refinance existing indebtedness; and
   * to pay a modest dividend.

These ratings have been assigned:

   * Corporate family rating of B1
   * $100 million senior secured revolving credit facility at Ba3
   * $200 million senior secured term loan B at B1

The outlook is stable.

The ratings are constrained by the company's high exposure to
fashion risk which is likely to result in volatile earnings, and
the company's strong reliance on its founder Max Azria, as well as
its small size and scale.  The ratings also consider the highly
competitive nature of the apparel industry, the fashion-forward
nature of BCBG's merchandise, which limits the potential footprint
of the company's stores, as well as increasing the risk associated
with the proper selection of new markets.

In addition, the ratings reflect BCBG's status as a private
company, which excludes it from SEC requirements such as Sarbanes-
Oxley and the reporting of material events.  In addition, the
ratings reflect the potential risks and opportunities associated
with the company's continued growth plans and its announced
acquisition of Alain Manoukian S.A.

The ratings are supported by the company's conservative proforma
capital structure that leads to solid debt protection measures for
the rating category and provides the company with some flexibility
to survive a moderate downturn in operating earnings.  In
addition, the ratings are supported by:

   * the company's stable of brands, including the popular BCBG
     brand and its recent successful growth that has resulted in
     solid comparable store sales;

   * the creation of the partner shops in department stores; and

   * the development of new brands which target specific niches.

Moody's notes that the majority of sales and earnings are
generated by the core BCBG brand.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity and will finance its new store
openings and working capital needs from internally generated cash
flow.

The $100 million senior secured revolving credit facility is
notched up by one from the corporate family rating, reflecting its
borrowing base structure with availability for borrowings subject
to levels of accounts receivable and inventory which provide good
protection for lenders.  In addition, the revolving credit
facility will have a second lien on the security package provided
to the Term Loan B.  The $200 million senior secured term loan B
is rated at the corporate family level, reflecting its collateral
package which includes a first lien on the capital stock of
domestic subsidiaries, 65% of the capital stock of foreign
subsidiaries, and intellectual property (including the trademarks)
with a second lien on the accounts receivable and inventory.

Negative rating pressure could develop should the company's
operating performance deteriorate such that Debt/EBITDA (using
Moody's standard analytical adjustments and excluding the
Manoukian debt so long as it remains non-recourse to the borrower)
rises above 4.5x or should EBIT margin (as reported) fall below
18%, or should financial policies change such that the company
borrows to return value to its shareholders.

An upgrade is unlikely at the present time and would require the
development of a corporate culture and mode of operation that
placed less reliance on the owners, as well as a longer term track
record of consistent earnings and greater diversification of the
company's sales base between its various brands.

BCBG Max Azria Group, Inc., headquartered in Vernon, California,
is an apparel retailer and wholesaler.  It operates:

   * 72 retail stores,
   * 43 factory stores, and
   * 96 partner shops.

In addition it distributes in over 3,000 points of sale under the:

   * BCBGMaxAzria,
   * TO THE MAX,
   * Maxime,
   * Dorothee Bis,
   * Herve Leger,
   * BCBGirls,
   * Parallel, and
   * Maxandcleo brand names.

Total revenues for the fiscal year ended December 31, 2004 were
$368 million.


BIERMAN-EVERETT: Case Summary & 28 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Bierman-Everett Foundry Company
             133 South 20th Street
             Irvington, New Jersey 07111

Bankruptcy Case No.: 05-53840

Debtor affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Robert John Julius                         05-53885

Type of Business: Bierman-Everett Foundry Company manufactures
                  prototype casting molds.  Robert Julius
                  is the president of Bierman-Everett.
                  See http://www.bierman-everett.com/

Chapter 11 Petition Date: October 15, 2005

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Bruce J. Wisotsky, Esq.
                  Ravin, Greenberg PC
                  101 Eisenhower Parkway
                  Roseland, New Jersey 07068-1028
                  Tel: (973) 226-1500

                     Estimated Assets      Estimated Debts
                     ----------------      ---------------
Bierman-Everett      $1 Mil. to $10 Mil.   $100,000 to $500,000
Foundry Company

Robert John Julius   $100,000 to $500,000  $1 Mil. to $10 Mil.

A.  Bierman-Everett Foundry Company's 20 Largest Unsecured
    Creditors:

   Entity                                Claim Amount
   ------                                ------------
Wachovia Bank                                $114,406
Commercial Loan Payment Center
P.O. Box 740502
Atlanta, GA 30374

Bank of America Commercial Loan              $107,000
P.O. Box 660576
Dallas, TX 75266-0576

MBNA America                                  $25,160
P.O. Box 15288
Wilmington, DE 19886

Citi Cards                                    $18,328

Citi Cards                                    $16,006

Public Service                                $14,130

Chase                                         $11,573

Chase                                         $11,298

Bank of America                               $10,381

MBNA                                           $9,568

Credit Card Services                           $7,905

Bank of America                                $6,598

Citi Cards                                     $6,262

Capital One, F.S.B.                            $2,714

NJ Manufacturers Insurance Co.                 $2,065

Capital One F.S.B.                             $1,999

Wells Fargo                                    $1,605

Wells Fargo                                    $1,031

Xerox Corp.                                      $725

Verizon                                          $444

B.  Robert John Julius's 8 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bank of America                                Unknown
P.O. Box 60073
City of Industry, CA 91716

BMW Bank of North America                      Unknown
P.O. Box 30311
Salt Lake City, UT 84130

Capital One F.S.B.                             Unknown
Remittance Processing
P.O. Box 70885
Charlotte, NC 28272

Cardmember Service                             Unknown
P.O. Box 15153
Wilmington, DE 19886-5153

Citi Cards                                     Unknown
P.O. Box 183061
Columbus, OH 43218

Siegel Development Co. of NJ LLC               Unknown
465 South Street
P.O. Box 1942
Morristown, NJ 07962

Stephen Schnitzer, Esq.                        Unknown
40 West Northfield Road
P.O. Box 691
Livingston, NJ 07039

Weiner & Katz                                  Unknown
301 South Livingston Avenue, Suite 101
Livingston, NJ 07039


BIRCH TELECOM: Creditors Committee Hires Reed Smith as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Birch Telecom,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the District of Delaware for authority to retain Reed Smith LLP as
its counsel, nunc pro tunc to Sept. 1, 2005.

In this engagement, Reed Smith will:

    a) consult with the trustee or Debtors concerning the
       administration of the bankruptcy cases;

    b) investigate the acts, conduct, assets, liabilities and
       financial condition of the Debtors, the operation of their
       business, the desirability of the continuance of the
       businesses, and any other matter relevant to the cases or
       to the formulation of one or more plans;

    c) evaluate any offers to purchase the assets or businesses of
       the Debtors and participate in the sales process;

    d) participate in the formulation of one or more plans and
       collect and file with the court acceptances or rejections
       of any such plan;

    e) if appropriate, request the appointment of one or more
       Trustees or examiners under section 1104 of the Bankruptcy
       Code;

    f) assert claims and causes of action on behalf of the
       Committee and the Debtors, if the Debtors fail to assert
       such claims; and

    g) perform other services that are in the interest of the
       Debtors' creditors.

The hourly rates for the paralegals and attorneys primarily
responsible for Reed Smith's representation of the Committee are:

    Professional                     Position     Hourly Rate
    ------------                     --------     -----------
    Robert P. Simons, Esq.           Partner         $500
    Kurt F. Gwynne, Esq.             Partner         $450
    Kimberly E.C. Lawson, Esq.       Associate       $335
    Thomas J. Francella, Jr., Esq.   Associate       $280
    John B. Lord                     Paralegal       $195
    Lisa Lankford                    Paralegals      $105

The Committee assures the Bankruptcy Court that Reed Smith is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

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.


BIRCH TELECOM: Committee Wants Chanin Capital as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Birch Telecom,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the District of Delaware for authority to employ Chanin Capital
Partners LLC as its financial advisor, nunc pro tunc to
Sept 7, 2005.

The Committee selected Chanin Capital based on the Firm's
experience and expertise in providing financial advisory services
in chapter 11 cases.  In this engagement, Chanin Capital will:

    a) review and analyze the Debtors' operations, financial
       condition, business plan, strategy, and operating
       forecasts;

    b) analyze any postpetition financing agreement;

    c) analyze any merger, divestiture, joint venture, or
       investment transaction;

    d) assist in the determination of an appropriate capital
       structure for the Debtors;

    e) assist the Committee in developing, evaluating, structuring
       and negotiating the terms and conditions of a restructuring
       or Plan of Reorganization, including the value of the
       securities that may be issued to the Committee under any
       such restructuring or Plan;

    f) provide testimony, as necessary, before the Bankruptcy
       Court; and

    g) provide the Committee with other appropriate general
       restructuring advice and litigation support;

Chanin Capital will charge $75,000 per month for its services.
The Firm is also entitled to reimbursement of all reasonable out-
of-pocket expenses, including reasonable travel expenses, computer
and research charges and attorney's fees.  Chanin Capital agrees
that attorney's fees shall not exceed $25,000 without the
Committee's prior consent.

The Committee assures the Bankruptcy Court that Chanin Capital
does not hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Chanin Capital Partners LLC - http://www.chanin.com-- is an
international specialty investment bank providing these financial
services:

     -- Financial Restructurings;
     -- Mergers and Acquisitions;
     -- Valuations and Fairness; and
     -- Solvency Opinions.

The 45 professionals of Chanin Capital Partners have completed
over $90 billion in financial restructuring transactions,
consummated over $20 billion in merger and acquisition
transactions, and provided hundreds of companies with valuations
and fairness and solvency opinions.

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: Will Complete Public Stock Offering on Nov. 7
------------------------------------------------------------
Black Warrior Wireline Corp. plans to complete an underwritten
public offering of shares of its common stock on November 7, 2005,
at the expiration of the exchange offer of its common stock for
outstanding common stock purchase warrants.

As reported in the Troubled Company Reporter on Oct. 13, 2005, the
Company commenced an offer to exchange shares of its common stock
for outstanding common stock purchase warrants.

The Company is offering to exchange one share of Common Stock for
each three warrants and the offer has been extended to the holders
of 18,067,500 common stock purchase warrants.

Each warrant represents the right to purchase one share of Common
Stock at an exercise price of $0.75 per share.

                    Use of Offering Proceeds

The Company intend to use the net proceeds of the offering
primarily:

   * to repurchase the common shares held by:

     -- 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,

     including the 5,017,481 shares held by SJMB, L.P.,
     conditioned on the net sales price per share being no less
     than $0.75 per share (before reflecting stock splits,
     divisions, reverse stock splits or share combinations).  This
     net sales price per share will be after deducting all
     underwriting or selling commissions and underwriters'
     expenses but before deducting our other offering expenses;

   * to repurchase the Exchange Shares held by the Underbrink
     Family Entities and the Warrants held by the St. James
     Partnerships;

   * to repay all principal and accrued interest on any
     Convertible Subordinated Notes not previously converted into
     shares of Common Stock;

   * to repay outstanding senior secured indebtedness, including,
     if the transaction is completed, a portion of the
     indebtedness incurred in connection with the Company's
     proposed acquisition of Bobcat Pressure Control, Inc.; and

   * for other general corporate purposes, including working
     capital purposes.

The terms of the underwritten public offering, including the
amount and price of the shares of Common Stock, have not been
determined at this time.

                 Reverse Split & Nasdaq Listing

In conjunction with the Company's recapitalization plans, it
intends, following the Exchange Period:

   -- to effect a reverse split of its shares of common stock on
      the basis of one share for each ten shares and, subject to
      meeting all listing requirements;

   -- to seek to list its common shares on the Nasdaq Stock
      Market; and

   -- to elect additional members to its Board of Directors so
      that a majority of the Board members will be independent
      directors, as defined under the Nasdaq Stock Market rules.

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.


BOYDS COLLECTION: S&P's Ratings Tumble to D Due to Bankr. Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Boyds Collection Ltd. to 'D' following the company's recent
voluntary filing for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  Gettysburg, Pennsylvania-based Boyds, a
distributor and retailer of collectible gifts, had total debt
outstanding of $91 million as of June 30, 2005.

"The bankruptcy filing was the result of poor profitability,
rising debt levels, and strained liquidity," noted Standard &
Poor's credit analyst Hal Diamond.  Boyds' wholesale business has
undergone a sharp decline over the past few years, while its
costly expansion in the retail business has provided a minimal
return.  The company has received a commitment for up to $8
million in debtor-in-possession financing, which, upon bankruptcy
court approval, will provide funding for ongoing operations, at
least for the near term.  Boyds is negotiating the terms of a
restructuring plan with its secured lenders and intends to
continue these discussions with other creditor constituencies.


BRUNSWICK HOSPITAL: Taps Certilman Balin as Bankruptcy Counsel
----------------------------------------------------------------
The Brunswick Hospital Center, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Certilman Balin Adler & Hyman, LLP, as its general
bankruptcy counsel.

Certilman Balin will:

   1) advise and assist the Debtor in preparing necessary its
      necessary schedules and statements, pleadings and other
      legal and necessary documents in its chapter 11 case;

   2) represent the Debtor in connection with any motion practice
      and proceedings in its chapter 11 case;

   3) assist and advise the Debtor in negotiating with its
      creditors and potential post-petition lenders;

   4) assist the Debtor in preparing, proposing and seeking
      approval of a proposed disclosure statement and confirmation
      of a proposed chapter 11 plan; and

   5) render all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Richard J. McCord, Esq., a Partner of Certilman Balin, is one of
the lead attorneys for the Debtor.  Mr. McCord disclosed that his
Firm received an $80,000 retainer.  Mr. McCord charges $350 per
hour for his services.

Mr. McCord reports Certilman Balin's professionals bill:

      Professional           Designation    Hourly Rate
      ------------           -----------    -----------
      John H. Gionis         Partner           $325
      Jaspreet S. Mayall     Partner           $310

      Designation            Hourly Rate
      -----------            -----------
      Carol Glick               $250
      Deborah Wolther           $175


Certilman Balin assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Amityville, New York, The Brunswick Hospital
Center, Inc., operates a hospital.  The Company previously filed
for chapter 11 protection on January 29, 1992 (Bankr. E.D.N.Y.
Case No. 92-80487).  The Company filed its second chapter 11
bankruptcy case on Oct. 12, 2005 (Bankr. E.D.N.Y. Case No. 05-
88168).  When the Debtor filed for protection from its creditors,
it listed total assets of $22,858,516 and total debts of
$26,539,311.


BRUNSWICK HOSPITAL: Section 341(a) Meeting Slated for November 18
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of The
Brunswick Hospital Center, Inc.'s creditors at 11:00 a.m., on
Nov. 18, 2005, at 560 Federal Plaza, Room 562, CI, New York.  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 Amityville, New York, The Brunswick Hospital
Center, Inc., operates a hospital.  The Company previously filed
for chapter 11 protection on January 29, 1992 (Bankr. E.D.N.Y.
Case No. 92-80487).  The Company filed its second chapter 11
bankruptcy case on Oct. 12, 2005 (Bankr. E.D.N.Y. Case No. 05-
88168).  Richard J. McCord, Esq., at Certilman Balin Adler &
Hyman, LLP represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $22,858,516 and total debts of $26,539,311.


BRYAN BURGER: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bryan Hunter & Melissa Strata Burger
        112 Richland Drive West
        Mandeville, Louisiana 70448

Bankruptcy Case No.: 05-20230

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtors' Counsel: Emile L Turner, Jr., Esq.
                  c/o Cindy C. Walker
                  14855 Memorial Drive
                  Apartment 901
                  Houston, Texas 77079
                  Tel: (504) 352-8243
                  Fax: (601) 949-3502

Estimated Assets: $100,001 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtors' 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Radcliffe 10, LLC             Lawsuit                 $3,428,000
64267 Highway 3081
Pearl River, LA 70452

Mastercard                    Credit Card                $20,836
Acct # 549035B95178307
P.O.Box 15026
Wilmington, DE
19850-5026


BULL RUN: Chairman Personally Guarantees $58.9 Mil. of Bank Debt
----------------------------------------------------------------
Bull Run Corporation's Chairman, J. Mack Robinson, entered into a
guarantee agreement in favor of these banks:

   * 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.

The guarantee agreement requires the Chairman to personally
guarantee up to approximately $58.9 million of the Company's
outstanding bank debt.  The guarantee agreement provides that if
the Company defaults on its bank loan, the banks have the right to
require the Chairman to repay the amount of the loan to the banks
up to the maximum amount of his personal guarantee.

As reported in the Troubled Company Reporter yesterday, the
Company and the lenders amended the Company's bank credit facility
to, among other things, change 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.

Under the terms of his guarantee, if the banks exercise their
rights to demand repayment from the guarantor, the Chairman has
the option to purchase the entire loan from the banks, and thereby
becoming the holder of the Company's debt currently payable to the
banks as a secured creditor.  In August 2005, in return for the
consideration that he is expecting to receive in merger with
Triple Crown Media, Inc., and TCM's wholly owned subsidiary, BR
Acquisition Corp., the Chairman agreed to waive his right to
receive compensation accrued since January 26, 2005.

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.


BYRON SCHWARTZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Byron Schwartz
        6115 Jaguar Drive
        Fort Mohave, Arizona 86426

Bankruptcy Case No.: 05-02207

Chapter 11 Petition Date: October 14, 2005

Court: District of Arizona (Yuma)

Debtor's Counsel: Robert J. Berens, Esq.
                  Mann, Berens & Wisner, LLP
                  2929 North Central Avenue, Suite# 1600
                  Phoenix, Arizona 85012-2760
                  Tel: (602) 258-6200
                  Fax: (602) 258-6212

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.


CABINET MASTERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cabinet Masters of Lexington, Inc.
        d/b/a Cabinet Masters of Louisville
        2532 Regency Road
        Lexington, Kentucky 40503

Bankruptcy Case No.: 05-55079

Type of Business: The Debtor manufactures cabinets.

Chapter 11 Petition Date: October 13, 2005

Court: Eastern District of Kentucky (Lexington)

Debtor's Counsel: John Thomas Hamilton, Esq.
                  Gess Mattingly & Atchison, PSC
                  201 West Short Street
                  Lexington, Kentucky 40507-1231
                  Tel: (859) 252-9000

Total Assets: $520,300

Total Debts:  $1,309,929

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
National City Bank            Accounts receivables      $821,878
c/o Scott White               Value of security:
Morgan & Pottinger, PSC       $511,300
133 West Short Street
Lexington, KY 40507

Norcraft Companies            Cabinet supplies          $132,169
Cheryl Solosky
P.O. Box 712381
Chicago, IL 60694

Mouser Custom Cabinetry       Supplies                  $121,753
c/o C. Mike Moulton, Esq.
58 Public Square
Elizabethtown, KY 42701

Kraftmaid Cabinetry, Inc.     Cabinet supplies           $43,650

Al & Lynn Krone               Deposit for cabinets       $16,609

Verizon Directories           Directory advertising      $13,932

Advanta Bank Corp             Open credit account        $10,328

MBNA                          Open credit account         $8,059

Smiths Laminating             Lamination services         $7,966

Athena Cultures Marble        Cabinet materials           $6,862

LFUCG                         Tangible property tax       $6,036

Martina Brothers              Supplies                    $6,000

Bellsouth Advertising &       Advertising                 $5,982
Publishing Corp.

Bell Contracting              Deposit for cabinets        $5,867

LFUCG                         Tangible property tax       $5,854

Cabinet Supplier of Kentucky  Cabinet supplies            $5,463

LFUCG                         Tangible property tax       $4,746

LFUCG                         Tangible property tax       $4,402

David & Dana Brookshire       Deposit for cabinets        $4,100

LFUCG                         Tangible property tax       $3,759


CAMELOT TOWERS: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Camelot Towers Development & Management L.L.C.
        1225 Woodward
        Detroit, Michigan 48226

Bankruptcy Case No.: 05-88929

Chapter 11 Petition Date: October 19, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Michael P. DiLaura, Esq.
                  Mike DiLaura & Associates, P.C.
                  105 Cass Avenue
                  Mount Clemens, Michigan 48043
                  Tel: (586) 468-5600
                  Fax: (586) 465-9113

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Smart Investment of Detroit   Trade debt                 $65,000
P.O. Box 21073
Detroit, MI 48221

Mich & Mich                   Trade debt                 $50,000
225 Bloomfield Boulevard
Bloomfield Hills, MI 48302

Johnson Electrical            Trade debt                 $30,000
15390 Woodline
Redford, MI 48239

JT Plumbing                   Trade debt                 $20,000

R & R Sprinkler               Trade debt                 $13,000

Detroit Architect             Trade debt                 $10,000

Myers, Nelson, Dillon, &      Trade debt                  $8,000
Shierk, PC

Metro Land & Sea              Engineering services        $7,000

Spider                        Trade debt                  $7,000

Grove Recycling               Trade debt                  $5,000

Nowak & Fraus                 Trade debt                  $2,000


CARDIAC SERVICES: GECC Files First Amended Plan of Reorganization
-----------------------------------------------------------------
General Electric Capital Corporation delivered to the U.S.
Bankruptcy Court for the Middle District of Tennessee, Nashville
Division, a Disclosure Statement for its Amended Plan of
Reorganization for Cardiac Services, Inc.  GECC is the holder of
the only security interest in Cardiac Services.

GECC's Plan intends to make the Debtor a viable economic entity
by:

     1) restructuring the Debtor's secured obligation;

     2) the surrender of three mobile catheterization and
        peripheral vascular labs and associated equipment to GECC
        reduce its $1.5 million unsecured claim;

     3) an infusion of capital from the Interest Holders to
        further reduce GECC's secured claim; and

     4) the release of GECC's lien on the Debtor's cash
        collateral in an amount to allow payment of
        administrative, tax, and allowed unsecured claims.

The Amended Plan contains these material modifications:

     1) General unsecured creditors' total allowed claims is
        raised to $7,308,077 from $5,008,078, which will be paid
        the lesser of $250,000 or 50% of the principal amount of
        each unsecured claim.  The original plan estimated a 15%
        recovery for unsecured creditors.

     2) GECC's secured claim is reduced to $7.9 million.  GECC
        will retain a first priority perfected secured interest
        in the Debtor's assets.  On the Effective Date, the
        Debtor will make a $500,000 lump sum payment against
        GECC's Secured Claim, and $2 million of the new capital
        raised by the Equity Interest Holders will be paid to
        GECC for partial satisfaction of its Secured Claim.  The
        remaining $5.4 million balance will be paid with 8%
        annual interest in $83,257 monthly installments over the
        next six years.

     3) Interest Holders are given two options:

         A) Under this option, holders won't be asked to make new
            capital cash contributions to the Debtor.  However,
            their equity interests will be cancelled upon
            confirmation of the Plan; or

         B) Those electing to make new capital contributions to
            the Debtor will receive capital stock in the
            Reorganized Cardiac Services.  Interest holders need
            to contribute a total of $3,000,000, with a minimum
            cash contribution of $2,000,000.  The remaining $1
            million will be in a guaranty form to secure the
            Debtor's obligation to GECC.

If the Interest Holders fail to generate the required
contribution, a Liquidating Trust will be created and GECC will
receive all net proceeds from the sale of the Debtor's assets.

A full-text copy of GECC's Amended Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=051020025304

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CHEVY CHASE: Moody's Assigns B2 Rating to Class B-5 Certificates
----------------------------------------------------------------
Moody's Investors Service assigned ratings ranging from Aaa to B2
for certain classes of investor certificates of the Chevy Chase
Funding LLC, Mortgage-Backed Certificates, Series 2005-3
residential mortgage securitization.

Moody's analyst, Kruti Muni, said the ratings are based on the
credit quality of the underlying loans and the credit support
provided through subordination of the subordinate certificates.
The ratings are also based on the transaction's cash flow and
legal structure and on the servicing ability of Chevy Chase Bank,
F.S.B.  Moody's expects collateral losses to range between 0.8%
and 1.0%

The complete rating action is:

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
        Series 2005-3

Class Rating:

   * Class A-1 Aaa
   * Class A-1I Aaa
   * Class A-2 Aaa
   * Class A-2I Aaa
   * Class A-NA Aaa
   * Class IO Aaa
   * Class NIO Aaa
   * Class B-1 Aa2
   * Class B-1I Aa2
   * Class B-1NA Aa2
   * Class B-2 A2
   * Class B-2I A2
   * Class B-2NA A2
   * Class B-3 Baa2
   * Class B-4 Ba2
   * Class B-5 B2


CITGO PETROLEUM: Moody's Rates New $1.8 Billion Facilities at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to the proposed
senior secured bank credit facilities of CITGO Petroleum
Corporation and affirmed CITGO's Ba1 corporate family rating and
Ba1 ratings for its existing senior notes.  The rating is assigned
to a proposed $1.15 billion five-year secured revolving credit
facility and to a $700 million seven-year secured Term B facility.
Proceeds of the term facility will be used primarily to fund the
redemption of some $593 million of unsecured long-term debt and to
replace CITGO's existing bank revolver, which matures in December
2005.

The company's Ba1 corporate family rating reflects:

   * a category 5 baseline default risk, which factors in CITGO's
     strong operating performance and free cash flow profile;

   * a fairly diversified portfolio of large, complex refineries
     and related storage and transportation assets;

   * access to Venezuelan crudes under long-term affiliate supply
     agreements; and

   * relatively modest financial leverage.

The rating also reflects the negative effects of event and
political risk linked to its parent, PDVSA (rated B1 local
currency).

Under joint default, CITGO's Ba1 rating benefits from uplift in
the form of a medium level of imputed external parent support and
a low level of correlation between the default risks of CITGO and
PDVSA.  The rating also reflects adequate liquidity under the
revolving credit for CITGO's:

   * working capital,
   * letters of credit, and
   * other cash operating needs.

The credit facilities derive substantial asset protection from:

   * security in the form of inventories;

   * accounts receivable; and

   * CITGO's two major refineries in Lake Charles, Louisiana, and
     Corpus Christi, Texas, with security in assets comprising
     over two-thirds of the total assets and current market values
     well in excess of book values.

However, Moody's has not notched the senior secured credit
facilities up from the corporate family rating, since upon
completion of the financing the bank facilities will constitute
the bulk of the company's debt structure.

The new facilities also will include:

   * more liberal covenants governing dividends;
   * the ability to sell assets and use of proceeds;
   * a maximum financial leverage test; and
   * some limited ability to incur additional unsecured debt.

With the loosening of covenant protections, Moody's regards the
risk of CITGO's de-capitalization via asset sales and recurring
and special dividends as materially higher than in the past.  Any
material asset sales in the future, without reinvestment in
productive assets or debt reduction, could result in a downgrade
of the baseline assessment and credit ratings.

However, CITGO is currently strongly capitalized and, despite
uncertainty over possible re-structuring moves by PDVSA, there is
little current evidence that the parent intends to dismantle or
make other moves that might impair its U.S. subsidiary, which
currently runs about 288,000 barrels per day of Venezuelan crude
through its refineries, mostly under long-term supply agreements.
Moreover, with its strong balance sheet CITGO could absorb further
financial leverage at the current rating level.

Moody's notes that final assignment of the Ba1 ratings is subject
to closing of the facilities on substantially identical terms to
those already reviewed, including provisions that will make some
$147 million of fixed rate industrial revenue bonds pari passu
with the bank facilities.  In addition, in affirming the Ba1
rating on existing unsecured senior notes, the rating agency has
not resolved the degree of notching downward that could occur for
any of the debt that may remain outstanding after the tender
offers are concluded.

CITGO Petroleum Corporation, a large refining and marketing
concern, is headquartered in Houston, Texas.  It is a wholly-owned
subsidiary of Petroleos de Venezuela, the state oil company of
Venezuela, which is headquartered in Caracas, Venezuela.


COMPUTERIZED THERMAL: Equity Deficit Widens to $1.63M at March 31
-----------------------------------------------------------------
Computerized Thermal Imaging, Inc., delivered its amended
quarterly report on Form 10-QSB/A for the quarter ending
March 31, 2005, to the Securities and Exchange Commission on
October 17, 2005.

The Company reported a $1,452 net loss on $75,750 of net revenues
for the quarter ending March 31, 2005.  At March 31, 2005, the
Company's balance sheet shows $454,241 in total assets and a debts
amounting to $2,079,686.  At March 31, 2005, the Company's equity
deficit widened to $1,625,445 from a $1,337,299 deficit at June
30, 2004.

HJ & Associates, LLC, the Company's auditor, expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report dated September 24, 2004, pointing to the
Company's:

   * recurring losses from operations,
   * negative cash flows from operations,
   * the Company's need for additional working capital, and
   * the Company's continuing struggle to obtain FDA approval for
     its primary product.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?269

Computerized Thermal Imaging, Inc., designs, manufactures and
markets thermal imaging and infrared devices and services used for
clinical diagnosis, pain management and non- destructive testing
of industrial products and materials.  CTI has developed six
significant proprietary technologies, four of which relate to its
breast imaging system, BCS 2100.  These include a climate-
controlled examination unit to provide patient comfort and
facilitate reproducible tests for the BCS 2100; an imaging
protocol designed to produce consistent results for the BCS 2100;
a statistical model that detects physiological irregularities for
the BCS 2100, and infrared imaging and analysis hardware,
including a proprietary heat-sensing camera.  CTI also markets the
Thermal Image Processor and Photonic Stimulator, two cleared pain
management devices used for diagnostic imaging and therapeutic
treatment.


DANA CORPORATION: Poor Performance Prompts Fitch to Lower Ratings
-----------------------------------------------------------------
Fitch has downgraded the issuer default rating and senior
unsecured debt of Dana Corporation to 'BB-' from 'BB+', based on
the company's deteriorating operating results, accounting and
financial control issues, and sustained higher debt levels.
Higher net debt levels are expected to result from negative cash
flow from operations in 2005.

In 2006, Fitch believes that Dana could be challenged to reverse
negative cash flow from operations.  The downgrade also
incorporates Fitch's expectation that due to these factors and
recent covenant violations, Dana's revolving credit will likely
need to be expanded and that the banks will become secured,
thereby impairing the position of unsecured holders.

The Negative Watch relates to the uncertainty regarding Dana's
financial statements and accounting practices.  During the first
half of 2005, Dana produced negative cash flow due, in part, to a
significant buildup of working capital.

Balance sheet deterioration was limited through asset sales and
partnership dividends totaling $201 million and the receipt of an
asbestos-related insurance recoverable in the amount of $77
million.

Dana reported that, after absorbing $262 million in working
capital in the first half of 2005, it expected to achieve working
capital reductions of $362 million in the second half of 2005 due
to seasonal unwinding of receivables and inventory reductions.
Given the apparent inefficiencies in Dana's manufacturing
operations, Fitch expects that working capital reductions may fall
short of Dana's targets.  Second-half cash flows will also be
affected by restructuring-related outflows and a $55 million
pension payment.

Dana faces challenges in achieving stabilization of cash flows and
margin enhancement.  Commodity costs, particularly steel, have
been a significant factor in reducing Dana's margins, but
meaningful relief may not occur until 2007. Consolidated operating
results had been expected to be supported by the very strong
upswing in the heavy duty truck market, providing the opportunity
to improve the cost structure and address the stresses of its
Automotive Systems Group.  The inability to capitalize on the
favorable heavy duty truck cycle will further pressure the company
to improve its cost structure and productivity to stabilize cash
flows and expand margins.  The company's exposure to further
production cutbacks at Ford and GM remain a key risk factor.
However, Fitch recognizes the progress Dana has made in winning
business on new vehicle programs with non 'traditional Big 3'
customers.

Dana retains adequate liquidity with $666 million in cash at the
end of the second quarter, although approximately 10% of this is
restricted.  The company has availability under a $400 million
revolver of which $175 million was outstanding at June 30, 2005
and a $275 million receivables securitization -- $110 million
outstanding at June 30, 2005.  Dana recently received waivers
under it financial covenants, and Fitch expects that the bank
agreement will need to be expanded and will likely become secured.
The receivables facility contains rating triggers based on Dana's
credit rating, and availability is also affected by the credit
ratings of its customers.  Potentially negative 2005 cash flows, a
challenging near-term automotive environment, and the lack of
certainty regarding Dana's credit facilities are all factors
leading Fitch to conclude that the establishment of a larger
secured facility is probable.


DELPHI CORP: Wants to Reject InPlay's Exclusive License Agreement
-----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
reject the exclusive license agreement with InPlay Technologies
(Nasdaq: NPLA), formerly Duraswitch.

Duraswitch and Delphi signed the agreement in 2000, at which point
Delphi paid a non-refundable $4 million and committed $12 minimum
royalties to Duraswitch through 2007 for exclusive rights to use
Duraswitch technologies in the automotive industry.  To date,
Delphi has paid $3 million of that commitment to InPlay, with an
additional $3 million to be paid in July 2006 and $6 million in
July 2007.

If the agreement will be rejected, Delphi will avoid paying the
remaining committed minimum royalty fees.

InPlay said it intends to exercise all of its available rights and
remedies with respect to the agreement in the Delphi bankruptcy
case.

The Court will convene a hearing on Oct. 27, 2005, to consider the
Debtor's request.

                  About InPlay Technologies

InPlay Technologies -- http://www.inplaytechnologies.com/--  
markets and licenses proprietary emerging technologies.  The
InPlay business model is to bring inventions to market by creating
win-win relationships for the inventors and manufacturers through
InPlay Technologies. The company was founded to commercialize its
internally developed Duraswitch electronic switch technologies and
has executed license agreements with switch manufacturers and OEMs
worldwide. Duraswitch patented technologies are in the controls of
a wide range of commercial and industrial applications. InPlay
Technologies is focused on building on the Duraswitch foundation
and leveraging its licensing model with additional, innovative
technologies.

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 Togut Segal as Conflicts Counsel
------------------------------------------------------------------
To avoid unnecessary litigation and reduce administrative costs,
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Togut, Segal & Segal LLP as their conflicts
counsel to handle matters that the Debtors may encounter, which
are not appropriately handled by the Debtors' general bankruptcy
counsel, Skadden Arps Slate Meagher & Flom LLP, because of
potential conflicts of interest or, alternatively, which can be
more efficiently handled by Togut Segal.

John D. Sheehan, Delphi Corporation's vice president and chief
restructuring officer, informs the U.S. Bankruptcy Court for the
Southern District of New York that the Debtors have selected Togut
Segal as their attorneys because of the firm's knowledge in the
field of debtors' protections and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.

As the Debtors' conflicts counsel, Togut Segal will, among
others:

    (a) advise the Debtors regarding their powers and duties as
        debtors-in-possession in the continued management and
        operation of their businesses and properties;

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

    (c) take necessary actions to protect and preserve the
        Debtors' estates, including:

        -- prosecuting actions on the Debtors' behalf;

        -- defending any action commenced against the Debtors; and

        -- representing the Debtors' interests in negotiations
           concerning litigation in which they are involved,
           including objections to claims filed against their
           Chapter 11 estates;

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

    (e) advise the Debtors in connection with any potential sale
        of their assets;

    (f) appear before the Court and any appellate courts and
        protect the interests of the Debtors' estates before those
        courts; and

    (g) perform other necessary legal services and provide other
        necessary legal advice to the Debtors in connection with
        their cases.

The Debtors will pay Togut Segal at its customary hourly rates:

        Partners                               $545 - $765
        Counsel                                $545 - $765
        Paralegals and Associates              $115 - $525

The Debtors will also reimburse Togut Segal for reasonable out-
of-pocket expenses incurred.

Albert S. Togut, Esq., a senior member of Togut Segal, assures
the Court that the firm's partners, counsel and associates do not
have any connection with or any interest adverse to the Debtors
and their creditors.  "Togut Segal 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.

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: Shearman & Sterling Approved as Special Counsel
------------------------------------------------------------
Delphi Corporation's Vice President and Chief Restructuring
Officer John D. Sheehan relates that since May 10, 1999, Shearman
& Sterling LLP has represented the Delphi Corporation and its
debtor-affiliates in connection with their:

    -- prepetition financing;
    -- DIP Financing;
    -- European financing matters;
    -- general corporate matters;
    -- securities law matters;
    -- litigation and employment matters; and
    -- general planning for their Chapter 11 cases.

According to Mr. Sheehan, Shearman has become familiar with the
Debtors' businesses and legal affairs, their capital structure,
and the issues and material agreements relating to the firm's
representation of the Debtors.  Thus, the Debtors believe that
Shearman is well qualified to act as their special counsel in
their cases.

"Shearman & Sterling's attorneys are highly skilled and have
developed a familiarity with the Debtors' businesses, operations,
and finances," Mr. Sheehan tells the U.S. Bankruptcy Court for the
Southern District of New York.  "The Debtors believe that Shearman
& Sterling's expertise . . . is extremely important to the
Debtors' reorganization efforts."

As special counsel, Shearman will:

    (a) advise the Debtors, in coordination with the Debtors'
        other Chapter 11 professionals, in connection with the
        Debtors' postpetition financing and cash collateral
        arrangements and negotiating and drafting related
        documents;

    (b) provide non-bankruptcy advice to the Debtors through their
        Board of Directors and executive management;

    (c) represent the Debtors in any litigation or arbitration
        matters in which the firm has appeared as of the Petition
        Date, and other matters as will arise from time to time
        assigned by the Debtors to, and accepted by, the firm;

    (d) attend meetings with any committees formed in the Debtors'
        cases and other third parties and participate in
        negotiations; and

    (e) perform the full range of services normally associated
        with matters that the firm is in a position to provide.

The Debtors believe that Shearman's services will not be
duplicative of the services to be provided by the other
professionals they have hired in their cases to perform specific
tasks that are unrelated to the work to be performed by the firm
as the Debtors' special counsel.  Rather, the Debtors assert that
the firm's services will enhance the employment of those
professionals and assist them in carrying out their duties under
Chapter 11.

The Debtors will pay Shearman at the firm's customary hourly
rates:

        Partners                               $610 - $795
        Counsel/Associates                     $245 - $650
        Legal Assistants/Specialists            $95 - $225

Shearman will also be reimbursed for all expenses it incurs in
connection with its services.

Douglas P. Bartner, Esq., a member of the firm, assures the Court
that Shearman & Sterling 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 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. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Judge Drain Okays Kurtzman Carson as Claims Agent
--------------------------------------------------------------
Delphi Corporation and its debtor-affiliates have identified tens
of thousands of creditors, potential creditors, and other parties-
in-interest to whom certain notices, including notice of the
commencement of the Debtors' Chapter 11 cases, and voting
documents, must be sent.

The sheer magnitude of the Debtors' creditor body makes it
impracticable for the Clerk of the Bankruptcy Court for the
Southern District of New York to effectively and efficiently
docket and maintain the extremely large numbers of proofs of
claim that likely will be filed in the Debtors' Chapter 11 cases.

For this reason, the Debtors seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ Kurtzman
Carson Consultants LLC as their claims, noticing, and balloting
agent, to:

    (a) distribute required notices to parties-in-interest;

    (b) receive, maintain, docket, and otherwise administer the
        proofs of claim filed in the Debtors' Chapter 11 cases;

    (c) tabulate acceptances and rejections of the Debtors' plan
        of reorganization; and

    (d) provide other administrative services that the Debtors may
        require.

John. D. Sheehan, Delphi Corp.'s vice president and chief
restructuring officer, relates that Kurtzman has assisted and
advised numerous Chapter 11 debtors in connection with noticing,
claims administration and reconciliation, and the administration
of plan votes.  The Debtors, therefore, believe that the firm is
well qualified to provide the services, expertise, consultation,
and assistance required in their cases.

Moreover, Mr. Sheehan relates that Kurtzman's assistance will:

    (i) expedite service of notices that must be provided to
        creditors and other parties-in-interest in bankruptcy
        cases, as regulated by Rule 2002 of the federal Rules of
        Bankruptcy Procedure;

   (ii) streamline the claims administration process; and

  (iii) permit the Debtors to focus on their reorganization
        efforts.

Under a services agreement between the Debtors and Kurtzman dated
as of September 29, 2005, the firm will, among others:

    (a) notify all potential creditors of the filing of the
        Debtors' bankruptcy petitions and of the setting of the
        first meeting of creditors, pursuant to Section 341(a) of
        the Bankruptcy Code, under the proper provisions of the
        Bankruptcy Code and the Federal Rules of Bankruptcy
        Procedure;

    (b) maintain an official copy of the Debtors' schedules and
        assets and liabilities and statement of financial affairs,
        listing the Debtors' known creditors and the amounts owed
        to the creditors;

    (c) notify all potential creditors of the existence and amount
        of their claims as evidenced by the Debtors' books and
        records and as set forth in the Schedules;

    (d) furnish a notice of the last date for the filing of claims
        and a form for the filing of a claim, after the Court
        approves the notice and form;

    (e) file with the Clerk an affidavit or certificate of service
        with a copy of the notice, an alphabetical list of persons
        to whom it was mailed, and the date the notice was mailed,
        within 10 days of service;

    (f) docket all claims received, maintain the official claims
        registers for each Debtor on behalf of the Clerk, and
        provide the Clerk with certified duplicate unofficial
        Claims Registers on a monthly basis, unless otherwise
        directed;

    (g) specify, in the applicable Claims Register, these
        information for each claim docketed:

        -- the claim number assigned;

        -- the date received;

        -- the name and address of the claimant and, if
           applicable, the agent who filed the claim; and

        -- the classification of the claim;

    (h) relocate, by messenger, all of the actual proofs of claim
        filed from the Court to the firm, weekly;

    (i) record all transfers of claim and provide any notices of
        the transfers required by Bankruptcy Rule 3001;

    (j) make changes in the Claims Register pursuant to Court
        orders;

    (k) upon completion of the docketing process for all claims
        received to date by the Clerk's office, turn over to the
        Clerk copies of the Claims registers for the Clerk's
        review;

    (l) maintain the official mailing list for each Debtor of all
        entities that have filed a proof of claim, which will be
        available upon request by a party-in-interest or the
        Clerk;

    (m) assist with, among other things, solicitation and
        calculation of votes and distribution as required in
        furtherance of a confirmation of a reorganization plan;

    (n) 30 days prior to the closing of the Debtors' cases, submit
        an order dismissing the firm as the Claims Agent and
        terminating the firm's services upon the completion of its
        duties and responsibilities; and

    (o) at the close of the Debtors' cases, box and transport all
        original documents in proper format, as provided by the
        Clerk's office, to the Federal Archives Record
        Administration.

Kurtzman will receive a $150,000 "evergreen retainer," which will
not be segregated in a separate account, and will be held in
trust by the firm until the end of the Debtors' cases to secure
timely payment of its fees.

The Debtors will also pay Kurtzman for its services on a monthly
basis, including reimbursement of the firm's reasonable and
necessary expenses incurred.

If any of the Debtors' cases are converted to Chapter 7, Kurtzman
will continue to be paid in accordance with Section 156(c) of the
Bankruptcy Code.

Eric S. Kurtzman, chief executive officer of Kurtzman, assures
the Court that the firm:

    -- does not have any connection with the Debtors, their
       creditors, or any other party-in-interest;

    -- is a "disinterested person," as that term is defined under
       Section 101(14) of the Bankruptcy Code; and

    -- does not hold or represent any interest adverse to the
       Debtors' estates.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to employ Kurtzman, 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. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DOCTORS HOSPITAL: Hires Gjerset & Lorenz as Special Counsel
-----------------------------------------------------------
Doctors Hospital 1997, L.P., sought and obtained permission from
the United States Bankruptcy Court for the Southern District Of
Texas, Houston Division, to employ Gjerset & Lorenz, LLP, as its
special counsel.

The Debtor chose G&L because of its extensive experience in
healthcare law, and its familiarity with the Debtor's operations.

The Firm will serve as legal counsel in connection with
Disproportionate Share funding compliance, qualification and
compensation issues for cost reporting years presently available
for reopening or appeal.  The Debtor is concerned that it might
have understated the Medicaid days on many of its Medicare cost
reports, which could entitle it to recover an additional
Disproportionate Share payment for certain cost reporting years.

The Debtor will pay G&L a 33% contingency fee based on the
percentage of all increases in Medicare Disproportionate Share
payment adjustments or reductions of Medicare reimbursement
liability attributable to Medicaid-eligible inpatient days.
In addition to the contingency fee, the Debtor will shoulder the
Firm's expenses associated with the review.

The Firm holds a $48,361 prepetition unsecured claim against the
Debtor.  However, the Debtor said, G&L does not hold any interest
adverse to the Debtor with respect to the matters of its
employment pursuant to Section 327(e) of the U.S. 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.


DOCTORS HOSPITAL: Creditors' Committee Wants Examiner Appointed
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Doctors Hospital
1997 LP, dba Doctors Hospital Parkway-Tidwell, asks the U.S.
Bankruptcy Court for the Southern District of Texas to appoint an
examiner.

The Committee tells the Court that an Examiner appointed under 11
U.S.C. Sec. 1104 is needed to investigate the Debtor's financial
reporting and management.  Navigant Consulting, Inc., the
Committee says, failed to address the Debtor's significant
management and operational shortcomings.  In addition, much of the
financial information reported is inaccurate or incomplete.

The Debtor gives the Court a list of additional internal
management problems at Doctors Hospital:

   * failure to upgrade medical equipments;

   * failure to develop relationships or seek additional
     investment from the doctors;

   * failure to deliver historical financial information and
     periodic updates;

   * failure to process business opportunities; and

   * failure to propose a credible reorganization term sheet.

On September 16, 2005, the Debtor provided three sets of plan of
reorganization projections based on three different average daily
census assumptions.

FTI Consulting, the Committee's financial adviser, has reviewed
each set of these projections and has these complaints:

   a) each scenario lacks full financial statement detail;

   b) six year projection period lacks any assumptions for
      inflation;

   c) lack of explanation for new EBITDA driving programs;

   d) projections contain arithmetic and assumption errors;

   e) projections performed at unrealistic census expectations;

   f) lack of formal documentation listing Plan of Reorganization
      assumptions; and

   g) supporting schedules do not tie to summary analysis.

For these reasons, the Committee asks the Court to consider
appointing an Examiner that will be in a position to identify a
chief restructuring officer to replace the Debtor's senior
management and remove Navigant as the Debtor's financial adviser.

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.


DT INDUSTRIES: CNA Wants Liquidation Plan Amended
-------------------------------------------------
Continental Casualty Company and its American insurance affiliates
tell the U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division at Dayton, they don't like the First amended
Joint Plan of Liquidation filed by DT Industries, Inc., and its
debtor-affiliates.

                   The Insurance Program

CNA underwrote various workers' compensation and employers'
liability insurance policies for the Debtors from April 15, 1994,
to April 1, 2005.  Some of the insurance policies are auditable,
meaning premiums may be revised up or down to reflect changes to
underwriting factors like number of employees, payroll and number
of automobiles.  While some are loss sensitive, meaning additional
debits or credits may become owing based on actual claim
experience.

CNA's claims against the Debtors for premium, deductible
reimbursement and other charges under the Insurance Program were
secured by letters of credit issued by Nations Bank and Bank of
America.

                     CNA's Objections

First, CNA wants the Plan to clearly state whether creditors will
retain their set-off and recoupment rights.  The insurer says it
can't resolve all of its setoffs and recoupments prior to
confirmation of the Plan.

Second, CNA relates that the Plan purports to grant broad releases
to the Debtors, their lenders and a host of other nondebtor
entities.  CNA says it has no time or opportunity to conduct due
diligence whether it may have contractual or other rights and
claims against any of the parties to be released.  CNA requests it
shouldn't be required to grant a release under the Plan.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$150,593,000 in assets and $142,913,000 in liabilities.


ELECTRICAL EXCELLENCE: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Debtor: Electrical Excellence, Inc.
        2660 East Ganley Road
        Tucson, Arizona 85706

Bankruptcy Case No.: 05-08459

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: October 20, 2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Steven M. Cox, Esq.
                  Waterfall, Economidis, Caldwell, Hanshaw &
                  Villamana, P.C.
                  5210 East William Circle, Suite 800
                  Tucson, Arizona 85711
                  Tel: (520) 790-5828
                  Fax: (520) 745-1279

Total Assets: $1,680,530

Total Debts:  $1,645,630

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hussar Electric Supply        Material                  $432,046
P.O. Box 62858
Phoenix, AZ 85082

Canyon Community Bank         Bank loan/ credit         $240,000
7981 North Oracle Road        line
Tucson, AZ 85714

Crescent Electric Supply      Material                  $138,305
P.O. Box 2269
Tucson, AZ 85702

Brown Wholesale Electric Co.  Trade                      $66,949

DeLage landen Financial Serv  Software                   $54,708

Border State Electric         Material                   $46,548

Canyon Community Bank         Bank loan/vehicle          $45,011
                              Loan

Canyon Community Bank         Bank loan/capital          $41,582

Commercial Federal Visa       Credit card                $23,855

Positive Plus                 Services                   $22,781

Advanta Business Cards        Credit card                $22,646

Graybar                       Material                   $17,778

Clifton Gunderson, LLP        Consulting                  $6,212

Office Max                    Office supplies             $4,279

J&J Auto                      Vehicle repairs             $3,768

Mobil Mini                    Rental equipment            $2,282

Home Depot Commercial Credit  Material                    $1,671

Rexel Phoenix Electric        Material                    $1,608

Labor Express                 Services                    $1,543

Discount Tire Co.             Vehicle repair              $1,089


ELECTROPURE INC: Posts $233,243 Net Loss in Quarter Ended July 31
-----------------------------------------------------------------
Electropure Inc. delivered its financial results for the quarter
ended July 31, 2005 to the Securities and Exchange Commission on
Oct. 4, 2005.

Electropure reports a $233,243 net loss for the three-months ended
July 31, 2005 compared to a $511,012 net loss for the same period
in 2004.  The Company's balance sheet showed $2,780,330 of assets
at July 31, 2005, and liabilities totaling 6,054,249.

At July 31, 2005, the Company had a working capital deficit of
$3,110,469.  This represents a $1,636,986 increase in the working
capital deficit compared to that reported at October 31, 2004.  A
primary component of the increase is the reclassification of
$1,000,000 in notes payable from long term to current liabilities
on a loan due to be repaid in January 2006.  The increase also
reflects $670,000 in additional borrowings during the current
period.

                         Defaults

As of July 31, 2005, Electropure is in default of its obligations
to pay a total of $420,000 in principal loans to Anthony M. Frank,
the Company's majority shareholder, which had matured through July
12, 2005.  An additional $300,000 in principal loans has come due
and the Company is in default of the repayment terms as of August
18, 2005.  Mr. Frank has made an aggregate $2,170,000 in principal
loans to the Company since Jan. 2001.

The Company has also failed to pay interest as it became due on
December 31, 2004 and in March and June, 2005 as it relates to the
$1 million loan made by Mr. Frank to the Company in January 2001.

Electropure is also in default of the repayment provisions of a
$100,000 loan made by SnowPure, LLC on December 9, 2004 at an
interest rate of 10% per annum.  The loan was due to be repaid on
March 9, 2005.  The Company has paid only the interest accrued on
the loan through July 31, 2005.

                    Going Concern Doubt

Since inception, Electropure has incurred substantial losses and
management has indicated that there is substantial doubt that the
Company will generate sufficient revenues to meet its operating
cash requirements.  Management adds that the Company's ability to
continue operations depends on its success in obtaining additional
capital in an amount sufficient to meet its cash needs.

Hein & Associates LLP expressed substantial doubt about
Electropure's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Oct. 31, 2004.  The auditing firm points to the Company's
recurring losses from operations and a $29 million accumulated
deficit at Oct. 31, 2004.

Electropure Inc. -- http://www.electropure-inc.com/-- has been
engaged in manufacturing and marketing the "EDI" series of
electrodeionization water treatment devices for commercial and
industrial high purity water applications through its Electropure
EDI, Inc. subsidiary since 1997.  The Company also conducts
research and development, through its Micro Imaging Technology
subsidiary, on a non-biological identification method and process
with the ability to quickly and accurately detect and identify
pathogenic microbes such as Cryptosporidium, Giardia, E. coli,
Listeria, and Salmonella.


EYE PROFESSIONALS: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: The Eye Professionals, PA
             1205 North High Street
             Millville, New Jersey 08332

Bankruptcy Case No.: 05-55680

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Steven Rodis and CJ Rodis                  05-55648

Type of Business: The Debtors are eye specialists.

Chapter 11 Petition Date: October 15, 2005

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtors' Counsel: Lance D. Brown, Esq.
                  DePinto and Brown, LLC
                  3705 Quakerbridge Road, Suite 214
                  Hamilton, New Jersey 08619
                  Tel: (609) 587-5100
                  Fax: (609) 371-5611

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
The Eye Professionals, PA   Less than $50,000   Less than $50,000
Steven Rodis and CJ Rodis   Less than $50,000   $1MM to $10MM

Steven Rodis and CJ Rodis's 15 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Pressler & Pressler                     $184,247
   16 Wing Drive
   Cedar Knolls, New Jersey 07927

   Jaffe & Asher                            $93,687
   1107 Goffle Toad
   Hawthorne, New Jersey 07507

   Citi Corp. Lease                         $49,144
   P.O. Box 7247
   Philadelphia, PA 19170

   Hayt, Hayt & Landau                      $23,011

   AMEX Optima                              $18,644

   Citi Bank                                $15,373

   USAA                                     $12,554

   Greenwood Trust Co.                      $10,693

   NFCU                                      $5,916

   Chase Gold MC                             $5,803

   AT&T                                      $5,545

   MBNA America                              $5,157

   Citibank MC                               $4,998

   Citicards                                 $3,572

   Pitney Bowes                              $3,147


FEDERAL-MOGUL: Selling Lydney Property to MMC Dev't. for $18.8M
---------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, relates that
T&N Limited, Federal-Mogul Sintered Products Ltd. and Federal-
Mogul Camshaft Castings, Ltd., own two foundries in a 26-acre
land located in Lydney, England.

The U.K. Debtors also own 41.65 acres of land that T&N acquired
decades ago in anticipation of expanding the operations of the
Lydney Foundries.  The expansion never occurred.

The 41.65-acre land currently houses a nine-hole golf course that
Lydney Golf Club leased from F-M Sintered since 1983.  The
current golf club lease allows F-M Sintered to terminate the
lease on three-month notice with a payment of GBP25,000 or
$44,000.

F-M Camshaft began winding down its operations and closing Lydney
Foundry 1 in 2004.  With the winding of the Lydney Foundry 1
operations and in light of the Debtors' current focus on
developing their manufacturing operations at other facilities,
the retention of the Lydney Property no longer fits with the
Debtors' business plan for the U.K. Debtors, Ms. McFarland tells
the Court.

Hence, the Debtors decided to sell the Lydney Property,
consisting of:

    a. Lydney Foundry 1;

    b. the 10.5-acre land surrounding Lydney Foundry 1; and

    c. the 41.65-acre land, on which the golf course presently
       sits.

The Debtors are retaining Lydney Foundry 2 and 15 acres of
surrounding land for ongoing operations.

                 The Marketing of the Lydney Property

In December 2003, the Debtors enlisted the services of their U.K.
real property broker, Nelson Bakewell, to market the Lydney
Property.  In February 2004, Nelson Bakewell estimated that the
Lydney Property might be worth GBP3,300,000 or $5,800,000.

The U.K. Debtors received advice that the value of the Lydney
Property would be significantly higher if the property is
redeveloped into a residential site.

Consequently, the U.K. Debtors began the process of rezoning the
Lydney Property for residential use.  According to Ms. McFarland,
the efforts have been largely successful but now are in the
stages where the actual developer must negotiate with local
authorities to have specific proposals approved.

The U.K. Debtors marketed the Lydney Property through the
national real estate press in England and a site-specific Web
site for other brokers and interested parties to view relevant
documentation.

Among other offers received, Nelson Bakewell recommended MMC
Development Limited's offer as the best offer.

                         The Sale Agreement

On August 5, 2005, T&N, F-M Sintered, and F-M Camshaft entered
into a sale agreement with MMC for GBP10.7 million or $18.8
million.

A full-text copy of the Sale Agreement is available at no cost at
http://bankrupt.com/misc/LydneySaleAgreement.pdf

The salient terms of the Sale Agreement are:

A. Purchase Price

    Aside from the $704,000 Deposit it has paid, MMC will pay:

    a. $5.8 million on the Completion Date, which is 10 days after
       all necessary consents to the sale of the Lydney Property
       are received;

    b. $5.3 million on the earlier of:

       * August 31, 2006; or

       * 60 days after the date on which local zoning authorities
         have approved of the rezoning proposals to allow MMC to
         build homes on the Lydney Property; and

    c. $7 million one year after the date that the preceding $5.3
       million was due.

    MMC's financial obligations are unconditional and are to be
    secured by the English equivalent of a second-priority lien on
    the Lydney property behind MMC's lenders.

B. Overage

    MMC will also pay an additional $4.4 million if it will be
    able to obtain zoning authority consent for additional
    development on the 10.5-acre Foundry land.

    As for the portions of the purchase price for the Lydney
    Property that are not to be paid immediately by MMC, the
    Overage is secured by the English equivalent of a second
    priority lien on the Lydney Property behind MMC's lenders.

C. F-M Camshaft Operations

    F-M Camshaft will enter into a lease with MMC to allow it
    to continue limited operations at Lydney Foundry 1 in exchange
    for a nominal sum -- one peppercorn per annum.  F-M Camshaft
    expects to maintain administrative offices, a canteen, and
    some facilities used for blending sand and inert material at
    Lydney Foundry 1 for the near term or until those operations
    can be relocated.

    The lease term runs until December 31, 2006.  The Debtors do
    not presently expect F-M Camshaft to continue any operations
    at Foundry 1 beyond 2006.

The U.K. Administrators have advised the Debtors of no financial
charges against the property.

                Possible Amendments to DIP Facility

Ms. McFarland informs the Court that the Debtors have discussed
with Citicorp USA, Inc., as Administrative Agent for the Debtors'
financing facility, concerning a non-material amendment that will
effect certain limited modifications to the negative covenants in
the DIP Facility.  The modification will allow the Debtors to
accept the installment payments called for under the Sale
Agreement consistent with the terms of the DIP Facility.

Although the amendment has not yet been finalized or approved by
the necessary lenders under the DIP Facility, the Debtors
anticipate that both finalization and approval of the amendment
will occur prior to October 28, 2005, and in any event prior to
the closing of the sale, Ms. McFarland notes.

Thus, the Debtors ask the Court to:

    a. approve the sale of the Lydney Property to MMC; and

    b. permit F-M Camshaft to enter into a leaseback arrangement,
       pursuant to which MMC will lease a portion of the Lydney
       Property to F-M Camshaft.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 95;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FISHER SCIENTIFIC: Moody's Ups $1.1 Billion Notes' Ratings to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the existing ratings of Fisher
Scientific International Inc. reflecting an improvement in
operating performance and financial flexibility.  According to
Moody's, the improvement is reflected most clearly in Fisher's
higher operating margins and lower financial leverage between 2005
and 2004.

Following the acquisitions of Perbio, Oxiod, Dharmacon, and
Apogent, proprietary products accounted for 60% of total revenues
at the end of 2004.  The shift to proprietary products is expected
to translate into higher margins and an expansion in free cash
flow generated by the company since margins on manufactured items
and unique products are much higher than margins on non-exclusive
distributed products.  Moody's anticipates that continued growth
in its core business and additional acquisitions will lead to
higher free cash flow over the next few years.  The ratings
outlook remains stable

This is a list of the rating actions:

   * Corporate Family Rating upgraded to Ba1 from Ba2

   * $500 million Senior Secured Guaranteed Revolver due 2009
     upgraded to Ba1 from Ba2

   * $250 million Senior Secured Guaranteed US Dollar Term Loan A
     due 2009, upgraded to Ba1 from Ba2

   * $150 million Senior Secured Guaranteed US Dollar Term Loan B
     due 2011, upgraded to Ba1 from Ba2

   * $300 million Senior Secured Delayed-Draw US Dollar Term Loan
     A due 2009 upgraded to Ba1 from Ba2

   * $300 million 2.50% senior unsecured convertible notes
     due 2023 upgraded to Ba1 from Ba2

   * $345 million floating rate senior convertible contingent
     notes (CODES) due 2033 upgraded to Ba1 from Ba2

   * $330 million 3.25% senior subordinated convertible notes
     due 2024, upgraded to Ba2 from Ba3

   * $300 million 6.75% Senior Subordinated notes due 2014,
     upgraded to Ba2 from Ba3

   * $500 million Senior Subordinated notes due 2015, upgraded
     to Ba2 from Ba3

The upgrade of Fisher's ratings reflects a positive mix shift from
growth in higher margin proprietary products and services to its
customer base and the acquisitions of other companies that
manufacture scientific and healthcare products.  From the end of
2002 to the first six months of 2005, the percentage of revenues
coming from proprietary products, defined as products that are
private-label, self-manufactured and exclusive have increased from
approximately 40% of revenues at the end of 2002 to approximately
60% of revenues currently.

During this same time period, the company has acquired several
manufacturers of life sciences, healthcare, and scientific
research products:

   * Perbio (2003),
   * Dharmacon (2004),
   * Oxoid(2004), and
   * Apogent (2004),

its largest acquisition in its history.

The margins of these acquired companies are generally above the
margins on Fisher's core distribution business.  As result of the
positive revenue mix shift to proprietary products and the
acquisitions of life science and healthcare manufacturers, EBITDA
margins have expanded from 9.8% of revenue in 2002 to 15.4% of
revenue in the first half of 2005.

The expansion of operating margins is expected to translate into
higher free cash flows relative to adjusted debt.  The free cash
flow to adjusted debt is projected to expand to approximately
18.5% by the end of 2005 from 13% at the end of 2003.  Part of the
increase in free cash flow came from the acquisition of Apogent,
which had higher free cash flow margins as a percentage of
revenues than Fisher's free cash flow margins.  Cash flow also
benefited from merger related synergies, a reduction in working
capital requirements at the core Fisher business, leverage of
fixed costs, and improvement in the Healthcare division's margins.

Moody's also notes that Fisher has been able to improve the
operations of acquired companies through improved revenue growth,
higher margins, or a combination of both factors.  Lastly, the
company's credit metrics were aided by the stock for stock merger
with Apogent, and the use of proceeds from asset sales and cash
from operations to repurchase debt.  As result, outstanding long-
term debt has declined from $2.6 billion at the end of September
2004 to under $2 billion at the end of June 2005.

While Moody's has been concerned that Fisher's acquisition of
Apogent would cause conflict with its suppliers and Apogent's
distributors, Fisher has not encountered meaningful push back from
the channel.  Apogent continues to have strong relationships with
non-Fisher distributors.  Further, revenues generated from
Fisher's core distribution division remain robust, indicative of
Fisher's support of products from outside manufacturers.  Moody's
notes the majority of synergies inherent in the Apogent
transaction emanate from:

   * the streamlining of manufacturing plants and distribution
     facilities;

   * the elimination of duplicative overhead and public company
     costs;

   * reduced logistics expenses; and

   * leveraging combined purchasing power.

The stable outlook reflects:

   * Moody's expectations that high single digit revenue growth in
     its core life science and healthcare segments;

   * the realization of cost synergies associated with the Apogent
     merger; and

   * lower working capital requirements will result in continued
     expansion of free cash flow.

Moody's has assumed the company will continue to issue debt to
finance the purchase of several companies with revenues of between
$250 million to $500 million.  Moody's notes that there is some
variability in the timing, size, and frequency of acquisitions.
Based on the above assumption, Moody's anticipates that the free
cash flow to adjusted debt ratio will expand to 18% in 2005 and a
range of 20% to 25% in 2006.

Fisher's outlook and ratings could be revised upward if the
company continues to expand free cash flow, reduce debt and
successfully integrate newly acquired companies.  Further, the
company will need to be able to support credit metrics that are
reflective of an investment grade rating on a sustained basis such
as generating free cash flow to adjusted debt in the range of 20%
to 25%

Fisher's outlook could face downward pressure if the company
accelerates the frequency and size of acquisitions greater than
Moody's anticipates.  In particular, Moody's would be concerned if
Fisher pursues a transforming type of acquisition that is larger
in size than Apogent.  The outlook could also change to negative
if there is a meaningful deterioration in the growth of cash flow
that results in the ratio of free cash flow to adjusted debt to
fall below 15%.

Fisher Scientific International Inc., based in Hampton, New
Hampshire, distributes and manufactures an array of products to
the scientific research, clinical laboratory and industrial safety
markets, both domestic and international.  Revenues in 2004 were
approximately $4.7 billion.


FOAMEX INT'L: Wants to Continue Employing Ordinary Course Profs.
----------------------------------------------------------------
Pursuant to Sections 327 and 328 of the Bankruptcy Code, Foamex
International Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's permission to
employ 37 ordinary course professionals without the submission of
individual employment applications and retention orders.

A list of the Professionals is available for free at:

   http://bankrupt.com/misc/FoamexOrdinaryCourseProfList1.pdf

The Debtors tell the Court that the Ordinary Course Professionals
will render a wide range of legal, accounting and consultancy
services for the Debtors.  The Professionals will provide
services that are similar to those rendered to the Debtors before
the Petition Date.

It is essential that the employment of the Professionals, who are
already familiar with the Debtors' affairs, be continued to
enable the Debtors to conduct, without disruption, their ordinary
business affairs, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, says.

The Debtors find it impractical and inefficient to submit
individual applications and retention orders for each of the
Professionals, in light of the costs associated with the
preparation of employment applications for professionals who will
receive relatively small fees.

Furthermore, the Debtors assert, relieving the Professionals of
the requirement of preparing and prosecuting fee applications
will save the estates additional professional fees and expenses
that would necessarily be incurred as a result of the
requirement.

Likewise, it will spare the Court, the U.S. Trustee and other
interested parties from considering numerous fee applications
involving relatively modest amounts of fees and expenses, Ms.
Morgan adds.

The Debtors proposes to pay the Professionals 100% of the fees
and disbursements incurred.  The payments would be made following
the submission to, and approval by, the Debtors of an appropriate
invoice of the nature of services rendered and disbursements
incurred up to $50,000 per month per Professional.

If a Professional seeks more than $50,000 in a single month, that
Professional is required to file a fee application for the full
amount in accordance with Sections 330 and 331.

Within 60 days of the entry of the order granting this request,
or before the receipt of any payments, the Debtors proposes that
each Professional will serve and file with the Court a Retention
Affidavit signifying that the Professional does not represent or
hold any adverse interest to the Debtors or their estates.

The Debtors reserve the right to supplement the list of the
Ordinary Course Professionals from time-to-time as necessary.

The Debtors further proposes that if no objections are filed to
any additional Professionals within 10 days, the list would be
deemed approved by the Court without the need of a hearing or
order.

The Debtors believe that, although certain Professionals may hold
unsecured claims against the Debtors, the Professional have no
interest materially adverse to the Debtors, the creditors and
other interested parties.

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


GENERAL ELECTRIC: Fitch Affirms Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Fitch Ratings affirms General Electric Capital Commercial Mortgage
Corp., series 2002-1, as follows:

     -- $36.2 million class A-1 at 'AAA';
     -- $158 million class A-2 at 'AAA';
     -- $595.2 million class A-3 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $36.3 million class B at 'AA';
     -- $22 million class C at 'A+';
     -- $16.9 million class D at 'A';
     -- $10.4 million class E at 'A-'
     -- $13 million class F at 'BBB+';
     -- $18.2 million class G at 'BBB';
     -- $10.4 million class H at 'BBB-';
     -- $18.2 million class J at 'BB+';
     -- $16.9 million class K at 'BB';
     -- $6.5 million class L at 'BB-';
     -- $7.8 million class M at 'B+';
     -- $10.4 million class N at 'B';
     -- $5.2 million class O at 'B-'.

Fitch does not rate the $15.6 million class P certificates.

The affirmations reflect the stable pool performance and the
minimal paydown since issuance.  Four loans have defeased.  As of
the October 2005 distribution date, the pool's aggregate
certificate balance has decreased 3.99% to $997.1 million from
$1.04 billion at issuance.  To date, there have been no loan
payoffs or losses.  Also, there are no delinquent or specially
serviced loans.

Fitch reviewed the one credit assessed loan in the pool, 15555
Lundy Parkway.  The loan maintains an investment grade assessment.

This loan is secured by a 453,281 square feet office property
located in Dearborn, Michigan.  Ford Motor Company continues to be
the sole tenant.  At issuance, the credit rating of Ford Motor
Company was 'BBB+' with a Negative Outlook and was downgraded to
'BBB-' with a Negative Outlook in July 2005.


GENERAL MOTORS: CEO Rick Wagoner Scoffs at Bankruptcy Talk
----------------------------------------------------------
General Motors Chief Executive G. Richard Wagoner Jr. told the
Associated Press in an interview that the company isn't
considering bankruptcy protection to solve its financial
difficulties.  Mr. Wagoner stressed bankruptcy is not an option.

On Monday, GM announced a tentative pact with the United Auto
Workers to reduce the automaker's health-care costs by about $15
billion.  GM estimates a $1 billion a year cash savings as a
result of the Union's concession.

GM has lost nearly $3 billion in the first nine months of the
year.  The CEO said he plans to cut his compensation by some 50%
and said other top execs would make similar sacrifices, the AP
relates.

Some observers speculate that pension issues could push General
Motors into a bankruptcy proceeding.  Mr. Wagoner refuses to
succumb to such negativity, saying that talking about bankruptcy
actually hurts the business, the AP reports.

GM has been suffering from declining U.S. market share, rising
costs for materials like steel and a drop in sales of sport
utility vehicles, the company's longtime cash cows.  It cut
production by 20 percent in the first three quarters of this year,
hurting profits.

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


GLENN BROWN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Glenn David Brown
        821 46th Street
        Meridian, Mississippi 39305

Bankruptcy Case No.: 05-55925

Chapter 11 Petition Date: October 19, 2005

Court: Southern District of Mississippi (Gulfport)

Debtor's Counsel: Luke Dove, Esq.
                  Dove and Chill
                  4266 I-55 North, Suite 108
                  Jackson, Mississippi 39211
                  Tel: (601) 352-0999

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.


GS MORTGAGE: Fitch Retains Junk Rating on Class B-5 Certs.
----------------------------------------------------------
Fitch Ratings has taken rating actions on these GS Mortgage
Participation Securities, mortgage pass-through certificates:

   Series 1998-1

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

   Series 1998-2

     -- Class A affirmed at 'AAA';
     -- Class M upgraded to 'AA-' from 'A+'.

   Series 1998-3

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

   Series 1998-4

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

   Series 1998-5

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA'.

   Series 1999-1

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

   Series 1999-2

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A'.

   Series 1999-3

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

   Series 2000-1

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A'.

   Series 2001-1

     -- 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 affirmed at 'B'.

   Series 2001-2

     -- Class A affirmed at 'AAA';
     -- Class M upgraded to 'AA-' from 'A+'.

   Series 2002-1

     -- Class A affirmed at 'AAA'.

   Series 2003-3

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 downgraded to 'BB' from 'BBB';
     -- Class B-4 affirmed at 'B';
     -- Class B-5 remains at 'CCC'.

The underlying collateral for these transactions consists of both
FHA and VA insured re-performing loans.  Historically, realized
losses on these types of securitizations are low, given the FHA
and VA insurance coverage.  As of the September 2005 distribution
date, the aforementioned transactions are seasoned from a range of
23 to 88 months and the pools factors -- current principal balance
as a percentage of original -- range from approximately 15% to 35%
outstanding.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$431.93 million in outstanding certificates as detailed above.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $12.02 million
of certificates.  The CE levels for all the classes affected by
the upgrades have at least doubled their original enhancement
levels since closing date.

The negative rating action on series 2003-3 class B-3, affecting
$1.4 million of outstanding certificates, is the result of higher-
than-expected collateral losses to date and reflect deterioration
in the relationship between future loss expectations and credit
support levels. The high delinquency rate -- 62.7% are 60+ days
delinquent -- puts this class at a greater risk of future losses.
The pool factor for this deal is 35%, and the pool is 23 months
seasoned.

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/


GUY HARRISON: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Guy Keith Harrison
        423 Echo Hill
        Ballwin, Missouri 63021

Bankruptcy Case No.: 05-26530

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: John D. Goldsmith
                  Trenam, Kemker, Scharf, et al.
                  101 East Kennedy Boulevard, Suite# 2700
                  Tampa, Florida 33602
                  Tel: (813) 223-7474

Estimated Assets: $1 Million to $10 Million

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

Debtor's 9 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   American Express (US)                            $50,187
   c/o NCO Financial Systems
   P.O. Box 41747
   Philadelphia, PA 19101

   West Asset Management                            $27,340
   P.O. Box 723115
   Atlanta, GA 31139-0115

   Federated Financial                              $11,759
   Corp of America
   P.O. Box 2034
   Farmington Hills, MI

   MBNA Platinum Plus for                           $11,657
   Business

   American Express                                 $11,514

   CACH LLC-Maryland National                        $4,188
   Bank

   MBNA                                              $4,188

   Associated Recovery Systmes                         $417

   Your Information Systems                            $101


HARVEST FELLOWSHIP: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Harvest Fellowship Bible Church, Inc.
        16 Birdie Lane
        Palm Harbor, Florida 34683

Bankruptcy Case No.: 05-29566

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: October 18, 2005

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  Joel S. Treuhaft Law Offices
                  2274 State Road 580 Suite C
                  Clearwater, Florida 33763
                  Tel: (727) 797-7799
                  Fax: (727) 797-7708

Total Assets: $1,200,000

Total Debts:  $1,040,000

The Debtor has no Unsecured Creditors who are not insiders.


HILCORP ENERGY: Moody's Rates Pending $175 Million Notes at B2
--------------------------------------------------------------
Moody's upgraded Hilcorp Energy I, L.P.'s senior unsecured note
rating to B2 from B3, affirmed a B2 corporate family rating, and
assigned a B2 rating to Hilcorp's pending $175 million of senior
unsecured notes.  The notes are not guaranteed by subsidiaries but
all oil and gas reserves are held by Hilcorp.  The rating outlook
was positive and is moved to stable.

Moody's will assess if a positive outlook is again warranted after
reviewing:

   * Hilcorp's progress in bringing substantial shut-in production
     back on line;

   * year-end 2005 and FAS 69 results; and

   * operating cost, production and realized price trends at
     the time.

Hilcorp is a private limited partnership engaged in:

   * onshore oil and gas production,
   * property acquisitions,
   * exploitation, and
   * divestitures.

Through Hilcorp's parent and general partner, Hilcorp Energy Co.,
Mr. Jeffery D. Hildebrand owns 100% of Hilcorp.  Distributions
(largely reimbursements for taxes on partnership income) to Mr.
Hildebrand, though limited by debt agreements, have been
substantial.  Hilcorp acquires properties late in their productive
lives and with high production costs with, a goal of boosting
production through:

   * recompletions;
   * workover and repair of downhole hardware;
   * restimulation of the wellbore/ reservoir interface; and
   * refracturing of reservoir rock.

Hilcorp markets its production through Mr. Hildebrand's wholly-
owned Harvest Pipeline and Arrowhead Pipeline subsidiaries.

Cash balances and note proceeds will fund a tender for $125
million of the 10.5% senior unsecured notes and a pending $112
million acquisition of oil and gas reserves.  Pro-forma secured
bank debt would approximate $50 million.  Indenture carveouts
permit roughly $350 million to $400 million of secured debt.
Moody's does not rate Hilcorp's $250 million secured borrowing
base revolver with an accordion feature facilitating expansion to
$450 million.

The move to a stable outlook reflects:

   * roughly 45% of Hilcorp's production being shut-in due to
     hurricane damage to third party downstream facilities;

   * Moody's need to track the degree and pace of progress
     bringing that production back on line;

   * much higher unit production and reserve replacement costs;
     and

   * that $330 million of Hilcorp's debt reduction since mid-2003
     stems from asset sales (at arms length) to entities funded by
     General Electric Capital Corporation (GECC) and affiliated
     with Hilcorp through a common parent and general partner
     (HEC) owned by Mr. Hildebrand, and from forward sales to a
     volumetric production payment vehicle with significant volume
     recourse to Hilcorp to cover production shortfalls.

The ratings are supported by:

   * seasoned careful management and ownership;

   * a long generally productive history in most of its focus
     regions; and

   * operating risk diversification across numerous, though very
     mature, Gulf Coast properties acquired for further
     exploitation.

Diversification benefits are tempered somewhat by the fact that
51% of Hilcorp's proven reserves are located in 5 fields.  Removal
of the rating notch between the note and Corporate Family Rating
reflects:

   1) improved asset cover due to low pro-forma secured bank debt
      on reserves and higher value of those reserves in the
      expected price environment; and

   2) our expectation that Hilcorp will tend to operate will
      acceptably low average levels of secured debt.

Given Hilcorp's acquisitive strategy and large secured debt
carveout in its indenture, the notes would be renotched below the
Corporate Family Rating if Hilcorp's secured debt on average
exceeds 20% to 25% of the senior unsecured note amount.

While the B2 Corporate Family Rating mostly reflects credit
factors within the direct Hilcorp group, it is also restrained by
the broader effective financial structure represented by the
partnerships with GECC in which HEC and Mr. Hildebrand clearly
have a strategic interest, as well as by the VPP transaction.
Moody's views the partnerships to effectively be affiliates of
Hilcorp.  To the degree permitted by its debt agreements, Hilcorp
is a significant source of funds with which Mr. Hildebrand may
chose to support those partnerships.

Overall, the ratings are restrained by:

   * Hilcorp's very high unit operating cost structure;

   * high direct and indirect leverage relative to the cost
     structure and a fairly low proportion of proven developed
     producing (PDP) reserves;

   * high pro-forma leveraged unit full-cycle costs of
     roughly $31/boe;

   * the need to observe the degree to which production shut in by
     third party infrastructure damage by Hurricane Rita and
     Katrina returns online;

   * very high recent reserve replacement cost trends,
     particularly in light of high production costs;

   * Moody's expectation that Hilcorp will remain acquisitive and,
     since it is privately owed, would fund acquisitions with
     debt; and

   * Moody's view that annual cash distributions to Mr. Hildebrand
     will remain significant.

Through HEC, Mr. Hildebrand has a strategic interest in the
success of the two affiliated partnerships that bought $138
million of reserves from Hilcorp in 2004 and $86 million in 2002.
HEC is the general partner of those limited partnerships, with
GECC currently owning 95% limited partnership interests and fully
funding the acquisitions.  HEC's ownership in the partnerships
rises substantially over time as GECC's rate of return thresholds
are met.  The partnerships hold significant reserves, are operated
by HEC for a fee, provide a strategically larger base of
operations, and effectively spread Hilcorp's operating costs
across a larger production base.  Moody's believes that Mr.
Hildebrand views the properties held by the partnerships to be
strategically important to Hilcorp though, in extremis, neither he
nor Hilcorp are obligated to inject capital into the partnerships.

A further restraint is that a considerable amount of Hilcorp's
reported 42.4 mmboe of PDP reserves is burdened by the first
priority claim of the overriding royalty interests Hilcorp sold in
2004 in a $193 million VPP transaction.  While the VPP is
financially non-recourse to Hilcorp, it has full recourse to 20
mmboe of proven reserves in two of Hilcorp's most important
fields.  This effectively heavily collateralizes the VPP against
the inherent risk that production from the two fields from which
the VPP was carved might under-perform.  The 20 mmboe of burdened
proven reserves is a high proportion of Hilcorp's PDP reserves
(its fully funded lowest risk reserves) and a significant portion
of its 87.7 mmboe of proven reserves at June 30, 2005.  Hilcorp is
also solely responsible for substantial operating costs to produce
the VPP volumes.

Another restraining factor is that a comparatively low 48% of
total proven reserves are PDP reserves due to a comparatively high
30% of total reserves in the proven developed non-producing (PDNP)
category (a subset of proven developed, or PD, reserves) and 22%
in the proven undeveloped category.  Its strategy of acquiring
mature properties in short lived regions for further exploitation
leads it to book sizable PDNP and PUD reserves and incur sizable
asset retirement obligations.

Hilcorp's PDP reserve life is a relatively short 4.5 years.  PDNP
reserves have less debt capacity due to their funding needs and
recompletion and workover performance risk and PUD reserves have
less debt capacity still due to:

   * the full forthcoming costs to drill and complete wells and
     associated drilling,

   * completion,

   * production rate, and

   * decline curve risks.

Hilcorp's unit reserve replacement, operating, and interest costs
have risen.  High operating costs are driven by:

   * energy, water injection, water production, water disposal
     costs; and

   * intensive workover activity needed to extract higher
     production from properties long in decline.

This is basic to Hilcorp's focus on mature, high water cut, water
drive reservoirs, further stimulated by water flooding, along the
Texas and Louisiana Gulf Coasts.  The firm's 2004 and 2005
acquisitions pushed RRC's to a three-year average of $9.57/boe, up
from the $4.83/boe three year results through 2002, and exceeding
$16/boe so far this year.

These factors have pushed pro-forma full-cycle costs to roughly
$31/boe, consisting of:

   * production costs of $15.50/boe;

   * G&A costs of $3/boe;

   * interest expense of roughly $3.20/boe; and

   * pro-forma three-year average reserve replacement costs
     of $9.60/boe.

Pro-forma for the pending $112 million reserve acquisition, total
reserves would total 94 mmboe.  Total Adjusted Debt divided by PD
Reserves would approximate $5.50/boe and divided by PDP reserves
would approximate $7.65/boe.  Total Direct Debt, plus almost $300
million of engineered pro-forma future development capex, divided
by Total Proven Reserves, approximates $7/boe.

HEC retains a substantial economic interest in reserves monetized
by Hilcorp Energy I L.P. in January 2002 and July 2004 into joint
venture partnerships Hilcorp Energy II L.P. and Hilcorp Energy IV,
L.P., with GECC providing 100% of the funding and holding a 95%
limited partner interest in the JV's.  Rising portions of JV
ownership begin reverting to HEC once GECC earns specified rates
of return.  IIt could conceivably be in HEC's self interest to buy
the reserves back or support the JV during a period of under-
performance, though Hilcorp is not required to do so.

Hilcorp Energy Company and Hilcorp Energy I, L.P. are
headquartered in Houston, Texas.


HOCHHEIM PRAIRIE: High Loss Ratios Prompt S&P to Assign BB Ratings
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' counterparty
credit and financial strength ratings to Hochheim Prairie Farm
Mutual Insurance Association and Hochheim Prairie Casualty
Insurance Co., members of Hochheim Prairie Farm Mutual Group.  The
outlook is stable.

Due to its niche focus, Hochheim has very high concentration of
risk.  It derives 100% of its revenue from Texas, and homeowners
comprise 80% of premium.  "This concentration led to extremely
high loss ratios in 2001 and 2002 because of mold-related losses,
a soft market, and catastrophic events," observed Standard &
Poor's credit analyst James Brender.  The capital adequacy ratio
of 75% is marginal, and Hochheim's capitalization is further
weakened by the concentration risks.  Both insurance companies are
core because the code governing the flagship company, HPFMIA,
requires the insurer to use a separate company, HPCIC, to insure
the liability component of homeowners policies.  HPCIC also
provides auto insurance to HPFMIA's policyholders.

Standard & Poor's expects Hochheim will continue its strategy of
serving rural communities in Texas. Homeowners, specifically
dwelling coverage, will remain the primary product, but auto will
also be important.  Management may identify new opportunities to
satisfy its policyholders' needs.  However, any new initiatives
should be approached cautiously given the experience in non-
standard auto.  Currently, the only idea being explored is
commercial lines products for shops in small towns.  Standard &
Poor's expects operating performance to be volatile, but near-term
results will continue to be favorable.  Next year's combined ratio
will be less than 90% for both lines of business.  The combined
ratio will increase in 2006, but it should stay near 95%.  The CAR
should rise above 100%.


HUBERT HENRY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: Hubert W. Henry, Jr. & Kathleen H. Henry
         908 Kammerly Terrace
         Manchester, Missouri 63021

Bankruptcy Case No.: 05-59235

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Missouri (St. Louis)

Debtors' Counsel: Ashley Lynn Narsutis
                  Hinshaw & Culbertson LLP
                  701 Market Street, Suite 1300
                  Saint Louis, Missouri 63101
                  Tel: (314) 241-2600
                  Fax: (314) 621-6844

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


IAN THORNEYCROFT: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ian H. Thorneycroft
        P.O. Box 82332
        Mobile, Alabama 36689

Bankruptcy Case No.: 05-16769

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Lawrence B. Voit, Esq.
                  4317-A Midmost Drive
                  Mobile, Alabama
                  Tel: (251) 343-0800

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Internal Revenue Service                         $28,340
   P.O. Box 21126
   Philadelphia, PA 19114

   Marriott Rewards/Chase                           $17,518
   Cardmember Services
   P.O. Box 94014
   Palatine, IL 60094-4014

   McKean & Associates, P.A.                         $2,811
   3224 Executive Park Circle
   Mobile, AL 36606-2812


IAN WADDELL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Ian Robertson & Anita Rosalind Waddell
         519-10th Street
         Huntington Beach, California 92648

Bankruptcy Case No.: 05-20547

Chapter 11 Petition Date: October 14, 2005

Court: Central District of California (Santa Ana)

Debtors' Counsel: Edward T. Malpass, II, Esq.
                  16148 Sand Canyon Avenue
                  Irvine, California 92618
                  Tel: (949) 788-9944

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
SIB Mortgage Corp.            Loan Guaranty           $1,400,000
C/O Dan MacDonald
Mohs, MacDonald, Widder &
Paradise
20 North Carroll Street
Madison, WI 63703

"Lucy" Chu Ming Huan,         Loan Guaranty             $851,000
Trustee of the Chang Family
Trust Dated 03/20/95
c/o J. John Anderholt III,
Esq.
74-770 Highway 111, Suite 201
Indian Wells, CA 92210

William Hendren               Loan Guaranty             $294,000
Trustee of the Gurley 1980
Family Trust
c/o J. John Anderholt III,
Esq.
74-770 Highway 111, Suite 201
Indian Wells, CA 92210

Phyllis Holmes,               Loan Guaranty             $260,000
Trustee of the Holmes Family
Trust Dated 12/29/93
c/o J. John Anderholt III,
Esq.
74-770 Highway 111, Suite 201
Indian Wells, CA 92210

James Daughty                 Loan Guaranty             $168,000
d/b/a La Quinta Mortgage

Perry A Powers                Loan Guaranty             $123,000

Steve Welty & Associates,     Loan Guaranty             $118,000
Inc.

Roberta Fleming               Loan Guaranty             $108,000

Robert J. McDonald            Loan Guaranty             $104,000

Carole R. Otto                Loan Guaranty             $101,000

The Necedah Bank              Loan Guaranty             $100,000

Harold Armbrust               Loan Guaranty              $96,000

Donald J. Troy                Loan Guaranty              $86,000

Sharron R. Troy               Loan Guaranty              $86,000

Dolores Thompson              Loan Guaranty              $77,000

Geraldine Smith               Loan Guaranty              $77,000

Santo La Ferrara              Loan Guaranty              $48,000

Patrick A. Maietta            Loan Guaranty              $29,000

William Hall                  Loan Guaranty              $22,000

Phyllis Hall                  Loan Guaranty              $22,000


INTEGRATED HEALTH: Wants Move to Advance Fees for Angell Suit OK'd
------------------------------------------------------------------
On February 27, 2001, Don G. Angell, among others, commenced a
lawsuit in a North Carolina state court against Integrated Health
Services, Inc. and its debtor-affiliates' former officers.  The
lawsuit was captioned "Don G. Angell, et al. v. Elizabeth B.
Kelly, C. Taylor Pickett, Daniel J. Booth and Ronald L. Lord, Case
No. 1:01 CV0043."

The Angell Plaintiffs alleged a series of statutory and common law
tort claims for alleged wrongdoing in connection with an agreement
between them and Integrated Health Services, Inc.

Prior to, and continuing for some period after, the Petition
Date, the Former Officers were employed as officers of certain of
the Debtors, including IHS.

Shortly after the Angell Lawsuit was commenced, the action was
stayed pursuant to a consent order negotiated among the parties.
The Lawsuit was subsequently removed to the United States District
Court for the Middle District of North Carolina.  Pursuant to the
confirmation of IHS' Plan of Reorganization, the stay of the
Angell Lawsuit has been terminated and the Angell Lawsuit is
proceeding in the District Court.

                       The D&O Policy

Prior to the Petition Date, National Union Fire Insurance Company
of Pittsburgh, Pennsylvania, issued to the Debtors a primary
policy of Directors, Officers and Corporate Liability Insurance
-- Policy No. 858-35-56.  The Former Officers are Insureds under
the D&O Policy.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells Judge Walrath that the D&O Policy
provides an aggregate coverage limit of $90,000,000, and includes
a $500,000 self-insured retention for "Indemnifiable Loss."

Indemnifiable Loss, Mr. Morton says, is defined as "Loss for which
the Company has indemnified or is permitted or required to
Indemnify a Natural Person Insured."

IHS Liquidating, LLC, has advised National Union that the
Debtors' self-insured retention obligation has been satisfied as
a result of payments made by IHS and IHS Liquidating during the
pendency of the Angell Lawsuit.

                        Implications

On October 7, 2005, the Court approved a stipulation between IHS
Liquidating, certain of IHS' former officers, National Union, and
the Post-Confirmation Committee of IHS, as successor-in-interest
to IHS' Official Committee of Unsecured Creditors.

The Stipulation resolved an action -- the Compensation Action --
commenced by the Committee, which alleged that certain of IHS'
former officers breached their fiduciary duties and wasted
corporate assets.

Under the Stipulation, National Union was to pay an aggregate of
$8,500,000 to:

   (i) the Committee to settle and release all of its claims
       against the IHS' former officers related to the
       Compensation Action; and

  (ii) the former officers to indemnify them for fees and
       expenses incurred in defending the Compensation Action.

As a result of the Compensation Action's settlement, at least
$80,000,000 of coverage under the D&O Policy remains available to
cover the Former Officers' exposure for liability and costs
arising out of the Angell Lawsuit, which at the present time is
the only Claim against the D&O Policy.

At National Union's request and out of abundance of caution, IHS
Liquidating asks Judge Walrath to authorize National Union to
advance the Former Officers the fees and costs they have incurred
in connection with the Angell Lawsuit.

After National Union became aware of, and familiarized itself with
the circumstances surrounding the Angell Lawsuit, it confirmed to
the Debtors that, to the extent the Angell Lawsuit asserts
indemnifiable claims against the Former Officers, those claims are
covered by the terms of the D&O Policy subject to applicable
$500,000 retention.

Mr. Morton notes that the $500,000 retention obligation has been
fulfilled, and as such, IHS Liquidating has requested that
National Union pay all further defense costs of the Former
Officers directly.

National Union does not dispute its indemnification
responsibilities pursuant to the D&O Policy regarding the Angell
Lawsuit.  However, National Union wants IHS Liquidating to obtain
a Court order authorizing it to advance costs to the Former
Officers to ensure that the Court and parties-in-interest approve
of the payments.

"The Angell Lawsuit has been the subject of active litigation in
the District Court, and as a result, substantial defense costs and
fees are already past due and are continuing to accrue daily," Mr.
Morton explains.

IHS Liquidating and National Union, therefore, believe that
advancement of defense costs at this time by National Union is
appropriate under the circumstances.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Can Walk Away From 36 Unexpired Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to reject 36 unexpired non-residential real property
leases effective as of Sept. 29, 2005, to reduce postpetition
administrative costs:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Court Okays Nestle Purina Petcare Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved a settlement agreement between Interstate Bakeries
Corporation and its debtor-affiliates and Nestle Purina Petcare
Company.

As previously reported in the Troubled Company Reporter, the
salient terms of the Settlement Agreement are:

    (a) Nestle holds the sole right, title and interest in and to
        all rights to reimbursement and recovery of all claims
        under the Tax Agreement originally held by Ralston or VCS;

    (b) Nestle will pay Interstate Brands $2,750,000, representing
        reimbursement of certain payments previously made by the
        Debtors to Nestle or Ralston under the Tax Agreement;

    (c) When Interstate Brands receives the Nestle Payment, Nestle
        will withdraw all of its claims against the Debtors
        relating to the Tax Agreement; and

    (d) The parties will execute mutual releases.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


K&F INDUSTRIES: Inks Amended Credit Pact Reducing Interest Rates
----------------------------------------------------------------
K&F Industries Holdings, Inc. (NYSE: KFI), has reached agreement
with its lenders to amend its existing credit facility to provide
more favorable borrowing costs, reflecting K&F's enhanced
capitalization following its initial public offering in August.

The amended credit facility immediately reduces the interest rate
across the entire pricing grid of K&F's term loans by 25 basis
points resulting in an annual reduction in interest expense of
approximately $1 million, based on K & F's $456 million of term
loans currently outstanding.  Currently effective pricing is
thereby reduced from LIBOR plus a 250 basis point margin to LIBOR
plus a 225 basis point margin.  The amended credit facility also
allows K&F to further reduce its annual borrowing costs based on
achievement of a lower consolidated leverage ratio.

"These more favorable terms with our lenders directly reflect our
strengthened financial position following our IPO," stated Kenneth
M. Schwartz, President and Chief Executive officer of K & F
Industries Holdings, Inc.  "We expect that, based on our pricing
grid, K&F will qualify for the next interest rate step down within
the next twelve months, saving an additional $1 million of cash
interest expense per year," continued Mr. Schwartz.

A copy of the Amended Credit Agreement is available for free at
http://ResearchArchives.com/t/s?26b

K&F Industries Inc., through its Aircraft Braking Systems
Corporation subsidiary, is a worldwide leader in the manufacture
of wheels, brakes and brake control systems for commercial
transport, general aviation and military aircraft.  K & F
Industries Inc.'s other subsidiary, Engineered Fabrics
Corporation, is a major producer of aircraft fuel tanks, de-icing
equipment and specialty coated fabrics used for storage, shipping,
environmental and rescue applications for commercial and military
use.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Moody's Investors Service downgraded the senior implied rating of
K&F Industries, Inc., to B2 from B1, and has assigned ratings to
the company's proposed senior secured credit facilities and senior
subordinated notes.  The purpose of the proposed facilities is to
partially fund the acquisition of K&F by Aurora Capital Group for
$1.06 billion in cash, including re-financing of existing debt.
Aurora and certain investors will contribute approximately
$315 million in equity (PIK preferred and common stock) for the
purchase.


K-SEA TRANS: Moody's Rates Proposed $150 Million Sr. Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to K-Sea
Transportation Partners, L.P.'s proposed $150 million senior
unsecured notes due 2012, a Corporate Family Rating (previously
called the Senior Implied Rating) of B1, and a Speculative Grade
Liquidity Rating of SGL-3.  The ratings outlook is stable.

The ratings take into account the negative effect that the
aggressive financial policies inherent in K-Sea's Master Limited
Partnership ('MLP') structure have on the Company's on-going
ability to reduce debt and fund maintenance capital expenditures
and new vessel acquisitions.  The ratings also reflect:

   * K-Sea's modest size;

   * its concentrated geographic exposure and the numerous
     competitors; and

   * the high ongoing expenditures for vessel maintenance and for
     replacement of the fleet.

The ratings anticipate that free cash flow is likely to be
breakeven at best because of the ongoing maintenance capital
spending and, particularly because of the distributions to limited
and general partner interests.  Consequently, cash available after
the distributions is expected to be minimal, and debt could
increase as K-Sea pursues additional strategic acquisitions or
accelerates its capital spending.

However, the ratings also consider K-Sea's relatively moderate
leverage and its leadership position in the niche tug/barge
shipping sector in which it operates.  K-Sea's strong long-term
relationships with key clients, as well as the regulatory
framework and the specialized customer standards which limit new
entrants, and good asset coverage also support the rating.

The stable ratings outlook reflects Moody's expectations that
K-Sea will be able to generate adequate cash flows to service its
debt level and support a modest amount of near term capital
spending, while integrating the operations of Sea Coast over the
next 12 months.  Moody's anticipates K-Sea will generate stable
revenue and operating margins over the near term given the
currently strong regional petroleum products transportation
markets.

Ratings may be subject to downward revision if leverage, as
measured by debt/EBITDA (using Moody's standard adjustments)
exceeds 4.0 times as a result of a debt-financed acquisition or
due to unexpected operating difficulties, while the MLP
distribution policy is in effect.  The ratings or the outlook
could be pressured down if free cash flow remains negative for a
sustained period.  Conversely, ratings or their outlook could be
adjusted upward if the company were to adopt a more conservative
financial policy, essentially eliminating all equity distributions
from cash flows, or if the company were to lower leverage under
the MLP structure to below 2.5 times debt/EBITDA.

The new Notes will fund a portion of the planned acquisition of
Sea Coast Towing, Inc. for $82 million, as well as repay bridge
financing in connection with other recent acquisitions.  The Sea
Coast acquisition increases K-Sea's cargo capacity by about 27%
and permits K-Sea to enter a new operating region on the west
coast.  Moody's believes the integration risks to be manageable
because of the similarity in Sea-Coast operations to that of K-Sea
and Sea-Coast's operating record.

Upon close of the proposed transactions, K-Sea will have
approximately $180 million of total debt on its balance sheet,
representing about 3.6 times estimated pro forma FY 2005 (ending
June) EBITDA -- somewhat lower than typical for this rating
category -- and about 120% of revenue for this period.  Interest
coverage (EBIT/interest expense) is also estimated to be fairly
robust, at about 2.3 times.  However, the substantial dividend
distribution policy prescribed by K-Sea's MLP structure, the
Company's high level of maintenance CAPEX (including drydock)
requirements, and the higher interest expense associated with the
new notes offering results in significantly negative free cash
flow for FY 2005 on a pro-forma basis.  Moreover, going forward,
Moody's expects both free and retained cash flow to be quite thin,
primarily due to continued CAPEX requirements and dividend policy.

Contributing to the expectation of thin free cash flow is the
Company's need to invest in new or retro-fitted tonnage to sustain
its current operating base of about 100 vessels as the fleet ages.
The Company currently plans to reserve about $2.6 million
annually, along with a modest cash 'cushion' on the calculated
Distributed Cash Flow.  Moody's estimates such cash reserves to be
inadequate to meet future maintenance and replacement CAPEX by
themselves.  This implies that K-Sea will likely be heavily
reliant on access to the capital markets, the debt and MLP equity
markets in particular, to provide funding for such investments.

Regarding K-Sea's MLP structures, Moody's is concerned about both
on-going access to this source of capital as well as the effect
that the distribution policy may have on the Company's growth
strategy.  Moody's notes that the MLP market is currently robust
enough to allow the Company to tap this source of capital for
fleet replacement and its acquisitions, allowing the Company to
maintain its leverage position at this time.  However, this is
observed during a continued low interest rate environment, when
MLP yields are particularly attractive to return-oriented
investors.  As such, Moody's is concerned that any increase in
interest rates may restrict the Company's access to capital
markets.

Moreover, since the distribution policy prescribes that the split
in payments between common unit-holders and General Partner ('GP')
holders tilts towards higher proportional pay-outs to the GP at
higher dividend levels, Moody's believes that this provides
additional incentive for management to pursue acquisitions or
additional tonnage for the sake of growth alone, regardless of the
status of the MLP market, in order to maximize yield.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
assessment of K-Sea's liquidity as adequate.  The SGL-3 rating
takes into account the company's limited ability to generate free
cash flow, but offset somewhat by relatively robust sources of
external liquidity.  On close of the proposed transactions, the
Company will have about $18 million in cash, with access to all of
its to-be amended $50 million secured revolving credit facility.
This facility is governed by a set of financial covenants, the
most restrictive of which (leverage) provides approximately 15% of
cushion to pro forma FY 2005 EBITDA.

Moody's believes that K-Sea's level of operating cash flows will
likely be strong over the next 12-18 months, and when combined
with the $18 million of cash on hand at closing of the
refinancing, will adequately cover all maintenance and near-term
CAPEX required for delivery of planned vessel purchases.  Debt
maturities will be modest over the next few years, as no debt
matures prior to 2010.

Moody's believes that K-Sea's asset coverage is currently robust
relative to its debt obligations.  On a pro-forma basis, the
Company reports approximately $300 million of fixed assets, the
majority of which are approximately 100 owned vessels (tugs and
barges, including Sea Coast vessels).  Moody's estimates that
approximately 60% of the Company's fleet is not pledged to
existing senior credit facilities, estimated on a current fair
market value basis.  This implies reasonable asset protection for
the new $150 million unsecured new notes.

However, considering that:

   a) vessels are, by nature, assets that depreciate in value over
      their respective lives; and

   b) current estimated vessel values may be upward-biased due to
      the strong existing market environment,

a substantial reduction in vessel values is possible during a
market downturn.

In Moody's view, K-Sea's asset base may not fully cover notes
outstanding over the longer term in the event of a distressed
liquidation scenario without a significant amount of re-investment
in tonnage over the next few years.  Moreover, the dividend payout
will substantially reduce capital reserves that could otherwise be
used for investments in shipping assets or debt repayment, which
Moody's deems crucial to the credit quality of shipping companies.
Consequently, the Company's ability to ultimately repay or
refinance the notes could be diminished over the long term.

The ratings consider favorably K-Sea's lead position in the
coastwise U.S. petroleum products transportation business.  This
sector is characterized by barriers to entry such as:

   * Jones Act provisions prohibiting non-U.S. operators from
     competition;

   * high capital costs; and

   * technical expertise required of tank/barge operations that
     differentiate operations from conventional shipping and from
     dry bulk barge shipping.

With the acquisition of Sea Coast, K-Sea will be the largest
provider of coastwise tank-barge operations, with operations in
all major coastal sectors of the U.S.  Also, Moody's notes the
Company operates under predominantly long term contracts (greater
than one year) with major oil companies in the markets in which it
serves.  While contracts vary in length, K-Sea's long term
relationships with major customers and its ability to renew
contracts with such shippers historically support expectations
that the Company should be able to enjoy a reliable revenue base
and stable operating margins.

The B2 rating assigned to the proposed Notes, one notch below the
corporate family rating and in accordance with Moody's standard
notching practices, reflects the subordinated position of these
Notes relative to all existing and future senior secured debt,
including the amended $50 million senior secured revolving credit
facility and the $30 million secured term loans.  Although the new
Notes make up the majority of the Company's debt commitments, the
unsecured notes lack the benefit provided by the pledge of any of
the Company's assets as collateral to these notes.  The Notes will
be co-issued by K-Sea Transportation Partners L.P. and its 100%-
owned subsidiary K-Sea Transportation Finance Corporation, and
will be guaranteed by all existing and subsequently acquired
subsidiaries of the Company.

These ratings have been assigned:

   * $150 million senior unsecured notes due 2012, B2

   * Corporate Family (previously called the Senior Implied)
     Rating, B1

   * Speculative Grade Liquidity Rating of SGL-3.

K-Sea Transportation Partners, L.P., headquartered in Staten
Island, New York, is a leading provider of:

   * refined petroleum product marine transportation,
   * distribution, and
   * logistics services in the U.S.

The company had FY 2005 revenue of $97 million.


KANA SOFTWARE: Balance Sheet Upside-Down by $10.7MM at March 31
---------------------------------------------------------------
KANA Software Inc. delivered its financial results for the quarter
ended March 31, 2005, to the Securities and Exchange Commission on
Oct. 11, 2005.

In its Form 10-Q for the quarter ended March 31, 2005, KANA
Software incurred a 13,800,000 net loss compared to a 4,086,000
net loss for the comparable period in 2004.

The Company's revenue decreased over $3 million in the first
quarter of 2005 relative to both the first and fourth quarters of
2004, as well as the use of cash in the first quarter 2005.

Since the Company began operations in 1997, its revenues have not
been sufficient to support its operations, and it has incurred
substantial operating losses in every quarter.  As of March 31,
2005, the Company had accumulated deficit of approximately $4.3
billion, which includes approximately $2.7 billion related to
goodwill impairment charges.

KANA Software's balance sheet showed $36,103,000 of assets at
March 31, 2005, and liabilities totaling $46,860,000, resulting in
a $10,757,000 stockholders' deficit.  KANA software had a negative
working capital of $16.4 million compared to a positive working
capital of $1.1 million as of March 31, 2004.

At March 31, 2005, KANA Software had cash, cash equivalents, and
short-term investments totaling $14.3 million, compared to $20.1
million at December 31, 2004.  The Company also has a note payable
of $3.9 million expiring in November.

                      Line of Credit

At March 31, 2005, KANA had a $5 million line of credit
collateralized by all of its assets, bears interest at the bank's
prime rate.  The line of credit expires in November 2005 at which
time the entire balance under the line of credit will be due.
Total borrowings as of March 31, 2005 were $3.4 million under this
line of credit.

                     NASDAQ Delisting

On Oct. 13, 2005, Kana Software received a letter from the NASDAQ
Stock Market indicating that the Nasdaq Listing Qualifications
Panel has determined that the Company's common stock will be
delisted from The NASDAQ Stock Market effective at the open of
business on October 17, 2005 for its non-compliance with NASDAQ
Marketplace Rule 4310(c)(14).

                     Going Concern Doubt

KANA Software's management says that the Company's negative
working capital of $16.4 million and a deficit shareholders equity
of $10.8 at March 31, 2005, $13.7 million losses from operations
for the first quarter of 2005, among other factors, raise
substantial doubt about the Company's ability to continue as a
going concern.

Deloitte & Touche LLP audited the Company's financial statements
for the year ended Dec. 31, 2004.  The auditors issued a clean and
unqualified opinion.

                     About Kana Software

KANA Software -- http://www.kana.com/-- develops customer support
software for many of the largest companies in the world. It is a
provider of Service Resolution Management software solutions:
primarily knowledge-powered customer service solutions that
provide information to resolve customer inquiries more
efficiently, accurately, and consistently.  The Company's
applications enable organizations to improve the quality and
efficiency of interactions with customers and partners across
multiple communication points, including web contact, web
collaboration, email, and telephone.


LB-USB COMMERCIAL: S&P Puts Low-B Rating on 6 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2005-C7's
$2.41 billion commercial mortgage pass-through certificates
series 2005-C7.

The preliminary ratings are based on information as of Oct. 19,
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 mortgage loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.44x, a beginning LTV of
91.0%, and an ending LTV of 81.9%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/.
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/. Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
            LB-UBS Commercial Mortgage Trust 2005-C7

                                                     Recommended
     Class     Rating       Amount ($)         credit support (%)
     -----     ------       ----------         ------------------
     A-1       AAA         101,000,000                 30.000
     A-2       AAA         347,000,000                 30.000
     A-3       AAA          55,000,000                 30.000
     A-AB      AAA         128,000,000                 30.000
     A-4       AAA         868,433,000                 30.000
     A-1A      AAA         184,685,000                 30.000
     A-MFL     AAA          50,000,000                 20.000
     A-M       AAA         190,588,000                 20.000
     A-J       AAA         201,493,000                 11.625
     B         AA+          15,036,000                 11.000
     C         AA           36,089,000                  9.500
     D         AA-          30,073,000                  8.250
     E         A+           24,059,000                  7.250
     F         A            24,059,000                  6.250
     G         A-           24,059,000                  5.250
     H         BBB+         21,051,000                  4.375
     J         BBB          18,044,000                  3.625
     K         BBB-         24,059,000                  2.625
     L         BB+           9,022,000                  2.250
     M         BB           12,030,000                  1.750
     N         BB-           3,007,000                  1.625
     P         B+            3,007,000                  1.500
     Q         B             6,015,000                  1.250
     S         B-            6,015,000                  1.000
     T         N.R.         24,059,075                    N/A
     CM-1      N.R.          1,012,000                    N/A
     CM-2      N.R.          1,807,000                    N/A
     CM-3      N.R.          2,012,000                    N/A
     CM-4      N.R.          1,219,000                    N/A
     CM-5      N.R.            956,000                    N/A
     CM-6      N.R.          1,612,000                    N/A
     CM-7      N.R.          1,382,000                    N/A
     R-I       N.R.                N/A                    N/A
     R-II      N.R.                N/A                    N/A
     R-III     N.R.                N/A                    N/A
     X-CP*     AAA       2,204,148,000                    N/A
     X-CL*     AAA       2,405,883,075                    N/A

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


LB COMMERCIAL: Fitch Holds Junk Rating on $17.3 Mil Class L Certs.
------------------------------------------------------------------
LB Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1998-C1, are upgraded by Fitch Ratings:

     -- $90.7 million class D to 'AA+' from 'A+';
     -- $34.6 million class E to 'A+' from 'A-'.

Fitch affirms these classes:

     -- $629.8 million class A-3 at 'AAA';
     -- Interest-only class IO at 'AAA';
     -- $86.4 million class B at 'AAA';
     -- $86.4 million class C at 'AAA';
     -- $51.8 million class F at 'BBB';
     -- $34.6 million class G at 'BB+';
     -- $17.3 million class H at 'BB';
     -- $43.2 million class J at 'B';
     -- $17.3 million class K at 'B-';
     -- $17.3 million class L at 'CC'.

Fitch does not rate the $7.4 million class M certificates.

The upgrades reflect the defeasance of an additional 5.3% of the
pool as well as 4.3% pay down since Fitch's previous rating
action.  Since issuance, 12% of the pool has defeased.  As of the
September 2005 distribution date, the collateral balance has been
reduced by 35%, to $1.12 billion from $1.73 billion at issuance.
The deal benefits from being diverse, both geographically and by
loan size, with the five largest loans constituting only 11% of
the pool.

There are six assets, representing 3.4% of the pool, in special
servicing, including four 90 days delinquent loans and a real
estate owned.  Losses are expected on most of the specially
serviced loans.  The largest delinquent loan is secured by a
retail center in Kansas City, Missouri, which is currently 59%
occupied.  The loan is currently 90 days delinquent and a deed in
lieu of foreclosure is expected shortly. The next delinquent loan
is secured by a multifamily property in Durham, North Carolina.
The loan is currently 90 days delinquent, and the servicer is
evaluating workout options.  The REO is secured by an office
property in Nashville, Tennessee.  The property will be marketed
upon stabilization.


LAIDLAW INT'L: Seven Directors Acquire 25,313 Restricted Shares
---------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, Laidlaw International, Inc.'s directors report
that on September 1, 2005, they acquired shares of Laidlaw's
Common Stock:
                                            No. of Shares
                                  Shares     Owned After
         Name                    Acquired    Transaction
         ----                    --------   -------------
      John F. Chlebowski           3,375         6,750
      James H. Dickerson           3,375         6,750
      Lawrence M. Nagin            3,375         6,750
      Richard P. Randazzo          3,375         6,750
      Maria A. Sastre              3,375         6,750
      Peter E. Stangl              5,063        10,126
      Carroll R. Wetzel, Jr.       3,375         6,750

The securities become unrestricted common stock on Sept. 1, 2008,
the three-year anniversary of the grant date.  The options vest in
three equal annual installments beginning on Sept. 1, 2006.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.   (Laidlaw Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                       *     *     *

As reported in the Troubled Company Reporter on June 6, 2005,
Moody's Investors Service has upgraded the ratings of Laidlaw
International Inc. senior implied to Ba2 from B1.  In a related
action, Moody's assigned Ba2 ratings to the company's proposed
$300 million Term Loan and $300 million Revolving Credit facility.
Moody's said the rating outlook is stable.  This completes the
ratings review opened on December 22, 2004.


LUCILLE FARMS: Posts $574,000 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Lucille Farms Inc. delivered its amended quarterly report on
Form 10-Q/A for the quarter ended June 30, 2005, with the
Securities and Exchange Commission on Oct. 11, 2005.  The Company
originally submitted its report for the quarter ended June 30,
2005 on Aug. 15, 2005.

Lucille Farms amended the quarterly report to correct the contents
of the certification required pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

For the three-months ended June 30, 2005, Lucille Farms reports a
$574,000 net loss compared to net income of $475,000 for the
comparable period in 2004.  The Company's balance sheet showed
$17,206,000 of assets at June 30, 2005, and liabilities totaling
$18,042,000.

At June 30, 2005, the Company had working capital of $1,726,000 as
compared to working capital of $3,607,000 at March 31, 2005.  The
Company's revolving bank line of credit is available for the
Company's working capital requirements and at June 30, 2005,
$4,404,000 was outstanding under the revolving credit line and
$174,000 was available for additional borrowing.

                     Going Concern Doubt

As reported in the Troubled Company Reporter, Mahoney Cohen &
Company, CPA, PC, expressed substantial doubt about Lucille Farms'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended March 31,
2005.  The auditing firm points to the Company's $3,269,000 loss
from continuing operations in fiscal 2005, ash used in operating
activities of $1,026,000 and a deficiency in assets of $262,000

                       Nasdaq Delisting

As reported in the Troubled Company Reporter, Lucille Farms'
common stock was delisted from The Nasdaq Capital Market,
effective with the opening of business last Oct. 6, 2005.

The Company failed to comply with Marketplace Rule 4310(c)(2)(B),
which requires the Company to have a minimum of $2,500,000 in
stockholders' equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.

                      About Lucille Farms

Headquartered in Swanton, Vermont, Lucille Farms Inc. --
http://www.lucille-farms.com/-- produces, sells and distributes
cheese.  The Company's low moisture mozzarella cheese accounts for
a significant portion of the Company's sales.


LUCILLE FARMS: Discontinues Mozzarella Cheese Manufacturing
-----------------------------------------------------------
Lucille Farms, Inc. (OTC: LUCY.PK) has discontinued the
manufacture of mozzarella cheese, and will seek to continue to
manufacture its "Select" pizza cheese.  The discontinuance of the
manufacture of mozzarella cheese was occasioned by the refusal of
St. Albans Cooperative Creamery, the Company's sole milk supplier,
to supply the Company with milk after the Company was unable to
make full payment on a milk bill last week.  Due to this refusal,
the Company was compelled to give notice of termination to its
employees involved in the manufacture of mozzarella cheese on
Friday, Oct. 14, 2005.

                  Capital Improvement Plan

The Company had previously disclosed that, because of significant
losses incurred since December 2004, due to the unprecedented
disconnect at such time between the price at which it sells its
cheese and the cost of milk, it had developed a capital
improvement plan to increase efficiencies and reduce the cost of
manufacturing cheese.

The plan called for an infusion of $8,000,000.  Discussions to
provide this financing and strengthen the Company's balance sheet
were underway with:

   -- St. Albans,
   -- the Vermont Economic Development Authority,
   -- the Franklyn County Economic Development Authority,
   -- the United States Department of Agriculture,
   -- the Village of Swanton, Vt.,
   -- UPS Business Credit, LLC,
   -- LaSalle Business Credit LLC, and
   -- a potential joint venture partner that would provide the
      necessary financing to modify the Company's whey facility.

In the past month, elements of the plan were beginning to come
together.  Just recently, the Company received a Letter of Intent
from LaSalle to supply additional funding conditioned upon a
guarantee from VEDA and a $400,000 letter of credit from St.
Albans.  Based upon St. Albans' involvement in moving the plan
forward, its action was not anticipated.

The ability of the Company to continue in business will be
dependent upon it being able to increase revenues from the sale of
its "Select" pizza cheese and the willingness of LaSalle to
finance this business.  Currently, "Select" pizza cheese accounts
for approximately 20% of the Company's revenues.  This is expected
to increase in the short-term to the equivalent of 25% of the
Company's sales on a pro forma basis.  This is up from 5.5% during
the fiscal year ended March 31, 2005 and 1% during the fiscal year
ended March 31, 2003.  While the Company's "Select" pizza cheese
requires mozzarella cheeses as an ingredient, the Company has
determined that it can buy-in its requirements of cheese and need
not purchase milk to manufacture the same.  "Select" pizza cheese
is made utilizing a propriety formula, and has a higher profit
margin than mozzarella cheese.  The Company is holding discussions
with LaSalle with a view towards continuing to fund the Company's
operations in the manufacture and sale of "Select" pizza cheese.

Lucille Farms, Inc. is engaged in the manufacture, processing,
shredding and marketing of low moisture mozzarella cheese
(including whole milk, part skim and reduced fat low moisture
mozzarella cheese), pizza cheese (a product made with low moisture
mozzarella cheese and other natural ingredients) and square
provolone, and the shredding of other cheese and cheese blends.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 19, 2005,
Mahoney Cohen & Company, CPA, P.C., expressed substantial doubt
about Lucille Farms, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended March 31, 2005.  At March 31, 2005, the Company has a
loss from continuing operations of $3,269,000, cash used in
operating activities of $1,026,000 and a deficiency in assets of
$262,000.


MAYNOR HONORE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Maynor R. Honore
        8284 Brookhaven Drive
        Frankfort, Illinois 60423

Bankruptcy Case No.: 05-60776

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Karen Walin, Esq.
                  Law Office of Karen Walin
                  13161 West 143rd Street, #102
                  Homer Glen, Illinois 60491
                  Tel: (708) 645-0710
                  Fax: (708) 645-0726

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
EMC Payment Processing                                 $280,703
P.O. Box 141358
Irving, TX 75014-1358

Park Pointe Plaza                                      $131,650
745 Ela Road
Lake Zurich, IL 60047

ARYA Collections                 Trade debt            $117,405
5 South Wabash Avenue, Suite 150
Chicago, IL 60603

Aurora Loan Services             Bank loan             $110,836
P.O. Box 1706
Scottsbluff, NE 69363

Charter One                                            $100,000
1215 Superior Avenue
Cleveland, OH 44114

Christophre Giebudowski                                $100,000
5400 South Sawyer
Chicago, IL 60632

Washington Mutual Home Loans                            $74,975
P.O. Box 3139
Milwaukee, WI 53201-3139

EMC Payment Processing                                  $67,685
P.O. Box 141358
Irving, TX 75014-1358

Inland Commercial Property                              $56,000
Management Inc.
2901 Butterfield Road
Oak Brook, IL 60523

G M A C                                                 $50,943
15303 South 94th Avenue
Orland Park, IL 60462

Bank One NA                      Bank loan              $49,959
P.O. Box 15298
Wilmington, DE 19850

Robert J. Sanfratello                                   $48,328
8326 South Nottingham
Bridgeview, IL 60455

Lolita Weathers                                         $37,500
4892 Spring Court
Richton Park, IL 60471

Manuela Borgia                                          $37,500
18700 South Halsted St
Glenwood, IL 60425

David B. Henry                                          $30,000
1621 East 85th Place
Chicago, IL 60617

Atlantic Diamond Company         Trade debt             $19,157
5 South Wabash, Suite 818
Chciago, IL 60603

G M A C                                                 $19,029
15303 South 94th Avenue
Orland Park, IL 60462

Bulova Corp.                                            $16,704
One Bulova Avenue
Woodside, NY 11377-7874

Citifinancial Mortgage                                  $14,442
P.O. Box 142199
Irving, TX 75014-2199

Citifinancial Mortgage                                  $13,969
3232 West Royal Lane
Irving, TX 75063


MERCURY INTERACTIVE: Wants Limited Waiver From Noteholders
----------------------------------------------------------
Mercury Interactive Corporation is soliciting consents from the
holders of its:

   -- $300 million aggregate principal amount of 4.75% Convertible
      Subordinated Notes due 2007; and

   -- $500 million aggregate principal amount of Zero Coupon
      Senior Convertible Notes due 2008.

In each case, Mercury is requesting a limited waiver, until
March 31, 2006, of any default or event of default arising from
Mercury's failure to file with the Securities and Exchange
Commission and furnish to the holders of notes, those reports
required to be filed under the Securities Exchange Act of 1934.

Mercury said it is amending the terms of the consent solicitations
and extending the expiration dates thereof.  Mercury is offering
holders of the 2007 Notes a consent fee of $25.00 for each $1,000
principal amount of 2007 Notes.  Mercury is offering holders of
the 2008 Notes an optional put right pursuant to which Mercury
shall be required to repurchase the 2008 Notes, at the option of
the holder, on Nov. 30, 2006, at a repurchase price equal to
107.25% of the principal amount.  The put right will be effected
pursuant to a supplement to the indenture governing the 2008
Notes. The amended offers supersede the Oct. 7, 2005 offers.

The consent solicitations will expire at 5:00 p.m., Eastern
Standard Time in the United States, on October 25, 2005, unless
extended.  Holders of 72.2% of the outstanding aggregate principal
amount of 2007 Notes have either submitted letters of consent or
entered into written agreements with Mercury pursuant to which
they have agreed to deliver executed letters of consent on or
prior to the consent expiration date.  Holders of 59.5% of the
outstanding aggregate principal amount of 2008 Notes have entered
into written agreements with Mercury pursuant to which they have
agreed to deliver executed letters of consent on or prior to the
consent expiration date.

Holders may tender their consents to the Tabulation Agent at any
time before the expiration date.  Mercury has retained MacKenzie
Partners, Inc., to serve as its Tabulation Agent for the consent
solicitation.  Questions concerning the terms of the consent
solicitation and requests for documents should be directed to
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016, Attention: Jeanne Carr or Simon Coope, (212) 929-5500 (call
collect) or (800) 322-2885 (toll-free). Mercury has also retained
Chanin Capital Partners as a financial advisor for the consent
process.

Mercury Interactive Corporation (Nasdaq: MERQE) --
http://www.mercury.com/-- provides software and services for IT
Governance, Application Delivery, and Application Management.
Mercury BTO offerings are complemented by technologies and
services from global business partners.

                       *     *     *

                   Financial Restatements

As reported in the Troubled Company Reporter on Aug. 31, 2005, the
Company concluded that its previously issued financial statements
for the fiscal years 2002, 2003 and 2004, which are included in
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2004, the Quarterly Reports on Form 10-Q filed with
respect to each of these fiscal years and the financial statements
included in the Company's Quarterly Report on Form 10-Q for the
first quarter of fiscal year 2005, should no longer be relied upon
and will be restated.  In addition, the restatement will affect
financial statements for prior fiscal years, and the Company will
also require a revision of the previously reported financial
information included in its press release of July 28, 2005 and its
Current Report on Form 8-K dated Aug. 17, 2005.

Mercury intends to complete the restatements and make the required
amended Form 10-K and Form 10-Q filings and to file its Form 10-Q
for the second quarter of fiscal year 2005 as soon as practicable
following completion of the Special Committee investigation, the
Company's review and restatement of its historical financials and
completion of the audit process.  The Company does not expect that
it will be able to complete this process and make the required
filings before November 2005.

The errors resulting in the required restatement relate to the
Special Committee's conclusion that the actual dates of
determination for certain past stock option grants differed from
the originally selected grant dates for such awards.  Because the
prices at the originally selected grant dates were lower than the
price on the actual dates of determination, the Company will incur
additional charges to its stock-based compensation expense, which
were not included in the above-referenced financial statements.
The Company has determined that the amounts of these charges are
material but has not yet determined the final amount of the
additional charges to be incurred.

                   Likely Material Weakness

Additionally, Mercury is evaluating Management's Report on
Internal Control Over Financial Reporting set forth in Item 9a on
page 53 of the Company's 2004 Annual Report.  Although Mercury has
not yet completed its analysis of the impact of management's
evaluation on its internal controls over financial reporting, it
has determined that it is highly likely that Mercury had a
material weakness in internal control over financial reporting as
of Dec. 31, 2004.


MERIDIAN AUTOMOTIVE: Ford Motor Lease Hearing Set on Nov. 17
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 30, 2005, the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware extended Meridian
Automotive Systems, Inc., and its debtor-affiliates' time to
assume, assume and assign or reject unexpired non-residential real
property leases.  The Debtors have until Jan. 25, 2006, to decide
on their leases.

                           Court Order

Judge Walrath adjourns the hearing on the Debtors' request to
Nov. 17, 2005, solely with respect to the lease between
Meridian Automotive Systems, Inc., and Ford Motor Land
Development Corporation.

"Pursuant to Del.Bankr.L.R.9006-2, the [60]-day period is
extended with respect to the Lease until such time as the Court
acts on this Motion with respect to the Lease," Judge Walrath
rules.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Has Until Mar. 1 to File Notices of Removal
----------------------------------------------------------------
At Meridian Automotive Systems, Inc., and its debtor-affiliates'
request, the U.S. Bankruptcy Court for the District of Delaware
extended the period within which they may file notices of removal
with respect to civil actions pending on the Petition Date,
through and including March 1, 2006.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the extension will give the
Debtors more time to make fully informed decisions concerning
removal of each pending prepetition civil action.  The extension
will also assure that the Debtors do not forfeit their valuable
rights under Section 1452 of the Judiciary Procedures Code.

Mr. Morton notes that the rights of the Debtors' adversaries will
not be prejudiced by the extension because any party to a
prepetition action that is removed may seek to have it remanded
to the state court.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Ct. Okays Panel Retaining Mexican Counsel
--------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave the Official Committee of Unsecured
Creditors of Meridian Automotive Systems-Composites, Inc., and its
debtor-affiliates permission to retain Sanchez-DeVanny Eseverri,
S.C., as its special Mexico counsel, effective as of Aug. 30,
2005.

As previously reported in the Troubled Company Reporter on
Sept. 30, 2005, SDE will be paid in accordance with its ordinary
and customary hourly rates:

      Senior Partner                    $300
      Partner                           $215
      Associate                         $150
      Paralegal/Clerk                    $60

The Debtors will also reimburse SDE for all costs and expenses
reasonably incurred in connection with its services.

                           Court Order

The Court authorizes SDE to apply to the Court for approval of
compensation and reimbursement of expenses incurred in the course
of its representation of the Committee in connection with the
Adversary Proceeding with respect to the Mexican Assets.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MICHAEL SPRINGER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael R. Springer
        2008 Withers Lane
        Bloomington, Illinois 61704

Bankruptcy Case No.: 05-58714

Chapter 11 Petition Date:  October 15, 2005

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, Illinois 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Total Assets:   $969,755

Total Debts:  $1,273,777

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Lea Regional Hospital, LLC       Breach of contract     $453,573
c/o Atwood, Malone
Turner & Sabin
P.O. Drawer 700
Roswell, NM 88202

Pontiac National Bank            2nd Mortgage on         $73,930
1218 Towanda Avenue              6535 N. Christiana,
Bloomington, IL 61701            Lincolnwood, IL

Unicare Health Insurance                                 $27,961
P.O. Box 56016
Bolingbrook, IL 60440-5016

GMAC                             2003 GMC Yukon          $17,000

New England Financial            Loan against policy     $16,000

United Shockwave Services, Ltd.                          $14,149

Chase Cardmember Service                                 $13,576

Discover Card                                            $13,221

LEA Regional Hospital                                     $9,583

Citi Cards                                                $4,972

Citi Cards                                                $4,861

Unicare Health Insurance                                  $2,463

Providian National Bank                                   $1,626

Providian                                                 $1,536

Ronald P. Graef, Ph. D                                    $1,335

Citifinancial Retail Services    Cohen Furniture          $1,173

St. Francis Hospital                                        $940

Zenith Acquisition Corp.                                    $914

Consultant Radiologists of                                  $695
Evanston

LEA Regional Hospital                                       $471


MILLBROOK PRESS: Administrator to Make One-Time Cash Distribution
-----------------------------------------------------------------
The bankruptcy administrator for MPLC, Inc., f/k/a The Millbrook
Press, Inc., informed the Company that he will make a one-time
cash distribution of approximately $0.45 per share of common stock
to shareholders of record as of Oct. 31, 2005, subject to
bankruptcy court approval of the satisfaction of negotiated
creditor's claims.  The distribution will not be paid on shares
purchased by the Company's controlling shareholder pursuant to the
stock purchase agreement dated Jan. 24, 2005, including any of
such shares that have been transferred by the controlling
shareholder.

This distribution of funds is the final step in the bankruptcy
process, which began in February 2004 when the Company sought
protection under Federal Bankruptcy Laws.  The Company has paid or
provided for all post-petition administrative claims and all pre-
petition secured and unsecured claims and this distribution will
represent funds remaining after satisfaction of such expenses and
claims.

The bankruptcy administrator has informed the Company that he
expects the distribution to take place on or before Dec. 20, 2005.
Once this distribution is made the Company's shareholders will
have no further claims to any bankruptcy proceeds.

MPLC, Inc., f/k/a The Millbrook Press, Inc., is a shell company
that intends to seek to acquire assets or shares of an entity
engaged in a business that generates, or has the potential of
generating revenues, in exchange for securities of the Company.

The Company filed for chapter 11 protection on Feb. 6, 2004
(Bankr. Conn. Case No. 04-50145).  Jed Horwitt, Esq., at Zeisler
and Zeisler represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $8,000,000 in total assets and $9,000,000 in total debts.

The Company's controlling shareholder and sole officer is Isaac
Kier, who has been involved with other public shell companies
seeking to take private companies public through reverse merger
transactions.


MIRANT CORP: Completes Sale of Mint Farm Power Plant
----------------------------------------------------
The U.S. Bankruptcy Court in the Northern District of Texas
approved the sale of Mirant Corporation and its debtor-affiliates'
Mint Farm power plant to Wayzata Investment Partners.  Mint Farm
is a 285-megawatt, natural gas-fired, combined-cycle power plant
located in Longview, Washington.

The purchase of Mint Farm furthers Wayzata's goal of owning
physical power generating assets located in strategic geographies.
The purchase also fits well into Wayzata's control-oriented
private equity investment strategy.

The sale of Mint Farm is consistent with Mirant's U.S. strategy to
focus on core assets and its goal to emerge from Chapter 11 as a
stronger, more competitive company.

Wayzata Investment Partners seeks superior returns by exerting its
control-oriented investment style in the debt securities and
physical assets of distressed companies, typically those in
bankruptcy or undergoing financial restructuring or
reorganization.

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: Fitch Affirms BB+ Rating on $21.2MM Class G Certs.
------------------------------------------------------------------
Morgan Stanley Capital Inc.'s commercial mortgage pass-through
certificates, series 1996-WF1, are affirmed as follows:

     -- Interest only class X at 'AAA';
     -- $20.6 million class B at 'AAA';
     -- $30.3 million class C at AAA';
     -- $33.3 million class D at 'AAA';
     -- $9.1 million class E at 'AAA';
     -- $21.2 million class F at 'AA-';
     -- $21.2 million class G at 'BB+'.

Fitch does not rate the $10.2 million class H certificates.
Classes A-1, A-2, and A-3 have paid in full.

The rating affirmations reflect the increased credit enhancement
due to paydown offsetting the high percentage of loans of concern
in the pool.  As of the October 2005 distribution date, the pool's
aggregate certificate balance has been reduced 75.9%, to $145.8
million from $605.4 million at issuance.  The pool has become more
concentrated with only 45 loans remaining from 148 at issuance.
Two of the top five loans continue to show declining performance.
Although there are currently no delinquent or specially serviced
loans in the transaction, eight loans are Fitch loans of concern
due to declining debt service coverage ratio and occupancy. To
date, the pool has realized losses totaling $7.9 million.


MOSAIC GROUP: Chapter 7 Trustee Taps Robbins Tapp as Accountant
---------------------------------------------------------------
Jeffrey H. Mims, the chapter 7 Trustee overseeing the liquidation
of Mosaic Group Inc. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, for authority to employ Robbins Tapp Cobb & Associates,
PLLC, as his accountants.

Robbins Tapp will:

   1) identify or confirm states and cities which may owe refunds
      or overpayments to the Debtors;

   2) identify the Debtors which may need to file tax returns;

   3) prepare the Mosaic Group USA Consolidated 2002, 2003, 2004
      and 2005 U.S. Corporation Income Tax Returns;

   4) as appropriate, prepare final consolidated tax returns;

   5) identify transactions between the Debtors and the Canadian
      parent and prepare returns or documents to appropriately
      report such transactions as necessary;  and

   6) assist the Trustee and his counsel in evaluating tax issues
      and questions which may arise in the  administration of the
      Debtors' estates and provide services to resolve such
      issues or questions, as the Trustee deems necessary.

Robbins Tapp's accountants and paraprofessional directors charge
between $75 and $275 an hour.

J. James Jenkins, a shareholder of Robbins Tapp, assures the Court
of the Firm's "disinterestedness" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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.


NAVIGATOR GAS: Shareholder & Directors Get Court Judgment
---------------------------------------------------------
The Hon. Allan L. Gropper of the United States Bankruptcy Court
for the Southern District of New York entered a judgment in the
chapter 11 proceedings of Navigator Gas Transport PLC and its
debtor-affiliate on Oct. 6, 2005.  The Court entered a $920,000
judgment plus $478,108 in fees and costs against each of Cambridge
Gas Transport Corporation, the Debtors' largest shareholder,
Giovanni Mahler of Lugano, Switzerland and Shaun Fergusson Cairns
of the Isle of Man, directors of Cambridge and Navigator.

The Court imposed these liabilities as a result of violations by
Cambridge, Messrs. Mahler and Cairns of a March 17, 2004, order
confirming the chapter 11 plan of reorganization for Navigator
proposed by the Official Committee of Unsecured Creditors.
Virtually every creditor supported the Committee's plan and
rejected Navigator's proposed plan to sell the companies' assets
to insiders.  The judgment also is for sanctions arising from a
petition filed by Cambridge and the directors in the Isle of Man
contesting implementation of the Committee's plan, which petition
the Bankruptcy Court found to be a direct violation of the
confirmation order.

In addition, Judge Gropper entered judgments against each of
Navigator Gas Management Limited and Messrs. Mahler and Cairns as
directors of NGML in the amount of $2.3 million and $462,768 in
fees and costs for opposing winding up proceedings commenced by
members of the Committee in the Isle of Man authorized pursuant to
the Bankruptcy Court's order dated Dec. 10, 2004.

The entry of these judgments brings the total amount of judgments
entered to date:

   -- against each of Messrs. Mahler and Cairns -- $13,849,364;
   -- against Cambridge -- $8,584,281; and
   -- against NGML -- $5,265,083.

Interest on these unpaid judgments and ongoing sanctions continue
to accrue against Cambridge, NGML, Mahler and Cairns on a daily
basis.  The Committee intends to pursue all means available to
collect the sanctions and to pursue other remedies arising from
the clear violation of law by Cambridge, NGML and the directors.

Headquartered in Castletown, Isle of Man, Navigator Gas Transport
PLC, transports liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company along with its
debtor-affiliates filed for chapter 11 protection on Jan. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-10471).  Adam L. Shiff, Esq., at
Kasowitz, Benson, Torres & Friedman LLP represents the Debtors in
the United States.  When the Company filed for protection, it
listed $197,243,082 in total assets and $384,314,744 in total
debts.


NORTHWEST AIRLINES: Wants to Walk Away from CBAs with Six Unions
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to reject, under Section 1113(c) of the Bankruptcy Code, nine
collective bargaining agreements with the six unions that
represent the vast majority of the Debtors' employees:

   (1) Air Line Pilots Association, International;

   (2) Professional Flight Attendants Association;

   (3) International Association of Machinists and Aerospace
       Workers;

   (4) Transport Workers Union of America;

   (5) Northwest Airlines Meteorologists Association; and

   (6) Airline Technical Support Association.

ALPA, PFAA, and IAM represent over 98% of the Debtors' unionized
active employees.

          Northwest's Bargaining Agreements with Unions

  Union     Effective Date       Amendable Date
  -----     --------------       --------------
  ALPA      December 1, 2004     December 31, 2006, or
                                 the date that the other unions
                                 agree to labor cost reductions,
                                 and contemplates a further
                                 agreement

  PFAA      June 2000            June 1, 2005

  IAM       February 1999        February 2003

  TWU       December 1, 1998     November 30, 2003

  NAMA      November 1, 1998     October 31, 2004

  ATSA      November 2, 1998     November 1, 2004

ALPA's CBA is a short-term "Bridge Agreement" intended to give
the Debtors some measure of labor cost relief while they
negotiated with their other unions.

The Debtors and PFAA had a six-month early opener and began
negotiations on December 1, 2004.

The Debtors and IAM are parties to four CBAs:

   (1) the Clerical, Office, Fleet and Passenger Service
       Agreement;

   (2) the Equipment Service and Stock Clerk Personnel Agreement;

   (3) the Plant Protection Employees Agreement; and

   (4) the Flight Simulator Technicians and Simulator Support
       Specialists Agreement.

Except for the ALPA CBA, the other CBAs remain in effect pursuant
to the status quo provisions of the Railway Labor Act and
establish the wages, hours, and terms and conditions of
employment for the members of each of the Unions.

                         Time Has Run Out

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, explains that, since 2001, the Debtors had aggressively
cut non-labor expenses and implemented 11 rounds of business
improvement initiatives totaling $1.7 billion.  In addition, the
Debtors have recognized that significant reductions in labor
costs would be required for long-term survival of the company.
For almost three years, the Debtors have sought to negotiate
voluntary labor cost reductions with the Unions to achieve more
competitive labor costs.

                Total Labor Cost Reductions Needed
                           ($ Millions)

                          Savings                    Total
   Work Group             Achieved  Savings Ask  Cost Savings
   ----------             --------  -----------  ------------
   ALPA                     $250       $361.8       $611.8
   AMFA                      203           --        203
   IAM                                  190.4        190.4
   PFAA                                 195          195
   ATSA                                   2.25         2.25
   TWU                                    1.5          1.5
   NAMA                                   0.16         0.16
   Management/Non-union       35         36           71
   Internat'l/MLT/Other        4          6           10

   Post-Retirement
      Medical                           ~80          ~80
                          --------  -----------  ------------
   Total                    $492       $873.11    $1,365.11
                          ========  ===========  ============

In formulating their Section 1113 Proposals, the Debtors have set
out goals for the net amount of savings needed from each labor
group to achieve overall competitive labor costs.  But the
allocation of cost savings between wage reductions, benefit
reductions, and productivity changes is negotiable.

In setting a target for their labor costs, the Debtors seek total
labor costs as defined by the competitive market.  The Debtors
drew from a number of competitive models, including from the new
US Airways/America West model because:

   (i) that airline has most recently transformed itself to a new
       "hub-and-spoke" Low Cost Carrier;

  (ii) the merged carrier operates an airline that has a
       generally similar size to Northwest, by a number of
       metrics, like fleet size, cities served, available seat
       miles, and the like; and

(iii) the merged carrier was successful in completing its
       reorganization and attracting new equity capital.

Mr. Zirinsky informs the Court that despite the Debtors'
deepening financial crisis, the Unions have been unwilling to
enter into agreements to reduce labor costs.  Only ALPA, agreed
to an interim reduction of $250 million.  ALPA recognized the
necessity of additional reductions, but demanded that all unions
participate in the cost savings measures.  However, no other
labor union has entered into an agreement for labor cost
reductions.

As their financial situation has worsened, and as fuel prices
have increased, the Debtors need to implement competitive labor
costs, which they estimate will produce $1.4 billion in annual
target savings, and achieve adequate pension relief, to survive
as a competitive airline.

The Debtors' remaining cash is being rapidly depleted, Mr.
Zirinsky notes.  If they do not quickly reduce their costs, they
may soon reach a point where reorganization would be out of
reach.  At such a time, the Debtors would have to begin an
orderly liquidation, and 35,000 employees would lose their jobs.
Those employees who might find other employment in the airline
industry would do so at significantly less compensation than what
they would receive under the Debtors' proposals.

                     Proposals to the Unions

The Debtors propose labor cost reductions for all the Unions,
consisting of seven common elements:

   (1) Pay Rate Reductions

                  Union               Reduction
                  -----               ---------
                  Pilots                28.4%
                  Flight Attendants     17.5%
                  TWU                    5.5%
                  NAMA                     5%
                  ATSA                    10%

       For members of the IAM, the wage reduction ranges from 5%
       to 12.5%, and for certain job classifications at certain
       stations, wage reductions sufficient to be competitive
       with outsourcing opportunities.

       The Debtors also propose to reduce certain pay "premiums"
       that are inconsistent with competitive market rates.  In
       addition, under the current PFAA CBA, flight attendants
       receive additional compensation when a flight has fewer
       flight attendants than the "minimum" specified in the CBA.

       Minimum staffing levels in the CBA, however, were based
       on an outdated model when the Debtors had full meal
       service on their flights.  Since meals have largely been
       eliminated, the Debtors must either pay a penalty or
       overstaff their flight to meet the CBA "minimums."
       Northwest's proposal would eliminate this fee and allow
       Northwest to staff its flights in compliance with the FAA
       staffing requirements without paying a penalty.

       With the proposed pay reductions, and the additional
       Detailed provisions of each "short crew compensation," the
       Debtors' employees will have pay levels on par with their
       competitors.

   (2) Work Rule Changes

       Under their CBAs, the Debtors are burdened with a
       significant number of work rules and practices that limit
       the productivity of their work force and require more
       employees than would otherwise be needed.  The extent to
       which additional productivity gains can be achieved varies
       by CBA.  As a general matter, Northwest would prefer to
       increase productivity rather than to reduce pay.

       The Debtors propose to increase the monthly maximum paid
       hours for pilots from its current level of 81 hours to 89
       hours for wide-body and 757 aircraft, and 95 hours for
       narrow-body aircraft.  Similarly, the monthly maximum paid
       hours for flight attendants will be increased from 80
       hours to 95, a level competitive with the LCCs.

       The Debtors also seek to reduce the pay to block hour
       ratio for pilots from 1.57 to 1.42, and for flight
       attendants from 1.30 to 1.22.

   (3) Elimination of Artificial Restrictions on Business
       Decisions

       Many provisions in the CBAs impose artificial restrictions
       on the Debtors' ability to make and implement sound
       business decisions for business reasons, that is, to
       reduce costs and to respond to changed market conditions.
       These include:

          (i) restrictions on outsourcing;

         (ii) restrictions on use of regional jets;

        (iii) restrictions on code sharing and alliances; and

         (iv) restrictions on successorship and partial
              transfers.

   (4) Freeze Defined Benefit Pension Plans; Adopt New Defined
       Contribution Plans

       If adequate pension legislative relief is obtained, the
       Debtors intend to freeze defined benefit pension plans and
       implement a 5% defined contribution plan for all Union
       employees or other plans that are of equivalent cost to
       the Debtors, effective on their emergence from bankruptcy.
       The new defined contribution plan would be comparable to
       those offered by the LCCs.

   (5) Increased Employee Health Insurance Contributions

       The Debtors' proposal for standard benefits for all
       employees is designed to achieve several objectives:

          (i) to reduce and control rising costs;

         (ii) to provide benefits that are comparable to benefits
              provided by leading companies in the Fortune 500;
              and

        (iii) to reduce the costs inherent in administering the
              multitude of plans now available to Northwest
              employees.

        The Debtors also propose to change the payment of costs
        for medical benefits for current and future retirees.
        For current retirees, the proposal is to have a 50/50
        cost sharing.  Retiree medical benefits after the age of
        65 will be eliminated for the group that currently is
        entitled to receive them.  For current retirees, the
        Debtor reserve the right to seek reduction under Section
        1114 of their retiree medical benefits if necessary.

   (6) A Profit Sharing Plan

       In an effort to "Share the Upside," the Debtors propose
       that all employees will share in their future success
       through a profit sharing program.  When Northwest has
       earned an annual pre-tax income in excess of $1 million,
       the Plan will pay out 10% of that total income with no
       cap.  Any payout would be distributed as a uniform
       percentage of employee wages.

   (7) Duration of Contracts

       The Debtors want the new contracts with their Unions to
       remain in place until December 31 of the fourth calendar
       year after emergence from bankruptcy.  To provide a basis
       for reorganization, the Debtors' labor cost restructuring
       must have a duration long enough to allow time for a full
       recovery of their financial strength.  Competitive labor
       costs that are in place for a meaningful period after
       emergence will be a major factor in attracting exit
       necessary to exit financing.

The Debtors recognize and understand the hardship that their
proposals will impose on employees.  These sacrifices, however,
will preserve valuable jobs and the assets of the company.

The Debtors disclose that they remain ready to reach consensual
agreements with each of the Unions.  They have made clear that,
while it is imperative that they reach the cost reduction targets
for each union, they are flexible and open to negotiation
regarding precisely how the targets are reached.  They are
prepared to meet with the Unions and negotiate around-the-clock
to try to reach agreements.

The Debtors have maintained an "Open-Books" policy with the
Unions for the last three years.  Their financial prospects are
no secret to its labor groups, Mr. Zirinsky tells the Court.

The Debtors will immediately implement the changes upon the
Court's approval of the Section 1113 Proposals.

                Debtors File Proposals Under Seal

Mr. Zirinsky informs Judge Gropper that the Debtors have provided
the unions with proposals for necessary modifications to their
CBAs, as well as relevant information as is necessary to evaluate
the proposals.

Mr. Zirinsky asserts that unlimited disclosure of that relevant
information could compromise the position of the Debtors with
respect to competitors in the airline industry.

Pursuant to Section 1113(d)(3), the Debtors ask the Court for a
protective order preventing the disclosure of any and all
confidential information provided in the Section 1113 Proposals.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants Cases Jointly Administered
----------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
authorize the joint administration of their estates and that of
NWA Aircraft Finance, Inc., for procedural purposes only.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, explains that:

   (a) the Northwest Debtors and Aircraft Finance are affiliates;

   (b) the businesses of the Northwest Debtors and Aircraft
       Finance are managed at the parent level;

   (c) certain of the Northwest Debtors share common management
       and creditors with Aircraft Finance; and

   (c) the finances of the Northwest Debtors are also
       significantly related to those of Aircraft Finance such
       that the joint administration of their cases will expedite
       and foster each of the Debtors' reorganization efforts.

Mr. Petrick says many of the motions, hearings and orders that
will be involved in the cases will affect each Debtor, including
Aircraft Finance.  Joint administration will reduce fees and
costs and ease the onerous administrative burden on the Court and
other parties-in-interest of having multiple documents filed.

Mr. Petrick clarifies that the request does not seek substantive
consolidation of the Debtors' estates.  Hence, the rights of the
creditors of the Debtors will not be adversely affected.  Each
creditor will still be required to file a claim against a
particular Debtor's estate, including any claim against Aircraft
Finance.  Thus, the rights of all creditors will be enhanced by
the reduced costs resulting from joint administration.

Mr. Petrick also points out that, as a result of the
consolidation, supervision of the administrative aspects of the
Debtors' Chapter 11 cases by the Office of the United States
Trustee will be simplified.

Accordingly, Aircraft Finance requests that the caption of its
Chapter 11 case be modified to reflect the joint administration
of the Debtors' Chapter 11 cases, as:

The Debtors propose that all pleadings and papers related to
Aircraft Finance be captioned:

  UNITED STATES BANKRUPTCY COURT
  SOUTHERN DISTRICT OF NEW YORK
  ---------------------------------------x
                                         :
  In re:                                 : Chapter 11
                                         : Case No. 05-17930 (ALG)
  NORTHWEST AIRLINES CORPORATION, et al.,:
                                         : Jointly Administered
                           Debtors.      :
                                         :
  ---------------------------------------x

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Equity Trading Restriction Draws Fire
---------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates sought and obtained a limited relief from U.S.
Bankruptcy Court for the Southern District of New York to closely
monitor certain transfers of claims and equity securities to
preserve their net operating loss carryforwards.

                           Objections

(1) Bank of Scotland and MBIA

The Governor and Company of the Bank of Scotland and MBIA
Insurance Company, aircraft lessors, loan participants and
parties-in-interest in the Debtors' Chapter 11 cases, complain
that the Claims Trading Procedures would burden individual
creditors far in excess of what is needed to protect any
potential NOLs.

Under the Debtors' proposal, creditors holding claims exceeding
$120 million will be subject to the 5% de minimis rule.

John I. Karesh, Esq., at Vedder, Price, Kaufman & Kammholz, P.C.,
New York, points out that the aggregate outstanding debts of the
Debtors are in excess of $17.9 billion.  If the Debtors are not
distinguishing between secured and unsecured claims, then 5% of
the Debtors' scheduled debt is, at a reasonable minimum, $895
million, not $120 million.

The Court lacks jurisdiction over the aircraft creditors' ability
to transfer claims, Mr. Karesh asserts.  A bankruptcy court, Mr.
Karesh says, does not have jurisdiction over a non-debtor's
property without first finding that the non-debtor property
constitutes a part of the debtor's estate.

Even if the Court determines otherwise, this does not necessarily
lead to the conclusion that the automatic stay prohibits trading
of claims, Mr. Karesh notes.  The automatic stay is not
sufficient to stay the transfer between two third-party claim
holders.

Mr. Karesh avers that the Debtors are requesting that the Court
issue an injunction against transferring claims.  However, this
request is both procedurally and substantively impermissible.
To properly obtain an injunction, the Debtors are required to
commence an adversary proceeding, he notes.

To obtain an injunction, Mr. Karesh says the Debtors need to show
that:

   (a) they currently hold valid NOLs;

   (b) the NOLs will be available on confirmation in the Debtors'
       cases; and

   (c) the relief is sufficiently narrow so that it covers only
       those parties and transactions that would adversely affect
       the NOLs.

Even if the Debtors prove that they hold NOLs that are required
to be protected, Mr. Karesh says that the transfer of the claims
held by the Aircraft Creditors only indirectly impact the
property of the estate -- if at all.

If the Court decides to approve the Debtors' request, the
Aircraft Creditors want the final order narrowly tailored to
minimize the resultant harm to the Substantial Claim Holders.
Particularly, they want certain transactions, which cannot affect
the availability of the NOLs to the Debtors, carved out
including, without limitation:

   (a) Claims of creditors that have acquired their claims within
       18 months prior to the Petition Date cannot be Qualified
       Creditors and, accordingly, restricting the
       transferability of claims held by New Holders would not
       under any circumstances help preserve the Debtors' NOLs;

   (b) Claims against the Debtors that will not be exchanged for
       equity securities of the Debtors as part of their Plan of
       Reorganization should be exempted; and

   (c) To the extent that the Court determines that a certain
       class of creditors, like fully secured creditors, will not
       receive new equity under the Debtors' Plan, there should
       be no restriction on the trading of claims in the class.

The Aircraft Creditors also ask the Court to require the Debtors
to, at a minimum:

   (a) give an adequate and complete description of all of the
       debt; and

   (b) propose a reasonable estimate of the aggregate amount of
       the debt that will receive new equity of the reorganized
       debtor.  The Debtors failed to provide this basic
       information.

In the alternative, the Aircraft Creditors propose that the Court
multiply the amount of claims in the classes reasonably likely to
get new equity under the Plan and multiply the amount of those
claims by 4.99%.

Moreover, the Aircraft Creditors seek clarification of the
definition of a "beneficial owner."

Mr. Karesh explains that the Debtors' current definition of
"beneficial owner" is overly broad in that it includes indirect
ownership of claims.  This is in conflict with the applicable
Treasury regulations, which provide that, for purposes of
identifying Qualified Creditors "beneficial ownership of
indebtedness is determined without applying attribution rules."
Accordingly, the definition of "beneficial owner" in any Final
Order granting the Debtors' request should be modified to include
only direct ownership and to specifically exclude indirect
ownership of claims, including ownership through subsidiaries.

UBS AG, Stamford Branch, as Administrative Agent, supports the
Aircraft Creditors' objections.

(2) Law Debenture Trust Company of New York

Law Debenture Trust Company of New York, Successor Indenture
Trustee under two Indentures executed in 2003 between the Debtors
and U.S. Bank, complains that requiring to send notices to all
registered holders of the notes issued under the Indenture will
lead it to incur extra expenses and to potential liabilities.

Ronald L. Cohen, Esq., at Seward & Kissel LLP, in New York,
argues that the Debtors have no justification for imposing this
obligation on the Trustee.  Mr. Cohen notes that, since the
Debtors will be regularly sending notices in the course of their
Chapter 11 cases, it will not be burdensome for them to send
notice in this instance.

                          *     *     *

The Court extends the Interim Order until the time as it renders
a Final Order or otherwise disposes of the Debtors' request.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NOVA CHEMICALS: Incurs $105 Million Net Loss in Third Quarter
-------------------------------------------------------------
NOVA Chemicals Corporation (NOVA Chemicals)(NYSE:NCX)(TSX:NCX)
reported a net loss of $105 million for the third quarter of 2005.

Included in the third quarter 2005 loss is the estimated impact of
two unusual events totaling $95 million after-tax:

   * Joffre ethane interruption -- $20 million

   * Non-cash write-down primarily due to the European Styrenics
     joint venture -- $75 million

This quarter's total net loss compares to a net loss of
$25 million ($0.29 per share loss diluted) for the second quarter
of 2005.  In the third quarter of 2004, NOVA Chemicals reported
net income of $56 million.

"The two hurricanes on the U.S. Gulf Coast created unprecedented
petrochemical and plastic resin production outages in a market
that was already strengthening due to low inventories and very
healthy demand," said Jeff Lipton, NOVA Chemicals' President and
CEO.  "NOVA Chemicals continues to implement price increases that
began early in the third quarter; with margins now expanding
despite higher feedstock costs."

                     Third Quarter Snapshot

Olefins/Polyolefins:

   -- Net income of $39 million in Q3 2005 compares to $45 million
      in Q2 2005.

   -- Polyethylene sales volume was 2% lower than Q2 2005 due to
      the continued impact of planned and unplanned outages. The
      estimated loss of sales due to maintenance outages
      negatively impacted net income by $14 million.

   -- Polyethylene prices were up 5%.

   -- The sales volume loss due to the Alberta storm that
      interrupted ethane production is estimated to have
      negatively impacted net income by $20 million in Q3 2005,
      for a total impact of $24 million.

Styrenics:

   -- Net loss of $59 million in Q3 2005 versus a net loss of
      $76 million in Q2 2005.

   -- North American styrenic polymer prices declined 3% and sales
      volumes fell 6% primarily on weaker EPS demand.

   -- European styrenic polymer prices declined 3%, while sales
      volumes increased 11%

   -- Hurricanes Katrina and Rita forced the shutdown of 83% of
      North American styrene monomer capacity, resulting in the
      loss of more than 600 million pounds of production.  The
      Company's Bayport, Texas styrene site avoided significant
      damage.

   -- The NOVA Innovene JV in Europe commenced operations on
      October 1 and took rapid steps to reduce fixed costs.

Corporate:

   -- Debt repayment of $81 million; cash position at quarter-end
      of $97 million.

   -- Preferred shareholders agreed to a removal of the conversion
      feature of their shares, reducing potential share dilution
      by 5.8 million shares.  A share buy-back program for up to
      7.2 million shares was also announced.

   -- A non-cash write-down of $75 million was taken primarily due
      to the NOVA Innovene decision to cease EPS production at
      Berre, France and permanently shutdown the EPS plant at
      Carrington, UK.

NOVA Chemicals Corporation -- http://www.novachemicals.com/--  
produces ethylene, polyethylene, styrene monomer and styrenic
polymers, which are used in a wide range of consumer and
industrial goods.  NOVA Chemicals manufactures its products at 18
operating facilities located in the United States, Canada, France,
the Netherlands and the United Kingdom.  The company also has five
technology centers that support research and development
initiatives. NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol NCX.

                        *     *     *

Troubled Company Reporter, July 27, 2005 ( Source: TCR)

Moody's Investors Service affirmed the Ba2 corporate family rating
(previously called senior implied) of NOVA Chemicals Corporation
and lowered its speculative grade liquidity rating to SGL-2
following the company's July 21 announcement of a share repurchase
program.  NOVA intends to repurchase roughly 7.25 million shares,
or roughly 10% of its outstanding shares, under a normal course
issuer bid.

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services revised its outlook on
petrochemicals producer Nova Chemicals Corp. to stable from
negative.  At the same time, Standard & Poor's affirmed the 'BB+'
long-term corporate credit and senior unsecured debt ratings on
Nova.


OWENS CORNING: Wants Until January 5, 2006, to Decide on Leases
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the time within which
they must assume, assume and assign, or reject their unexpired
non-residential real property leases, through and including
January 5, 2006.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, explains that the Debtors are currently focused on
litigation of key issues in their cases:

   1.  The reversal by the U.S. Court of Appeals for the Third
       Circuit of Judge Fullam's order approving the substantive
       consolidation of the Debtors' cases; and

   2.  An appeal on Judge Fullam's $7,000,000,000 estimation of
       present and future asbestos liability of Owens Corning.

Ms. Stickles tells the Court that assumption and rejection
decisions are an integral part of the reorganization process and,
accordingly, should be dealt with globally through the plan
process.  Addressing assumption or rejection decisions now, prior
to plan confirmation, would compel the Debtors to make premature
decisions as to their leases, and would cause the Debtors to run
the risks regarding the assumption of substantial long-term
liabilities or the forfeiture of favorable leases.

Ms. Stickles also points out that requiring the Debtors to assume
or reject unexpired leases at this point in their case may
foreclose the Debtors or other parties from pursuing plan
modifications or alternative plan structures that rely upon
different dispositions of some or all of the unexpired leases
than is presently contemplated.

The Debtors are currently parties to 150 prepetition leases for
space used for conducting the production, warehousing,
distribution, sales, sourcing, accounting and general
administrative functions that comprise their businesses.

"Even if a particular location ultimately is slated for closure,
the Unexpired Lease for such location may contain favorable terms
that would allow the Debtors to assume and assign the lease for
value," Ms. Stickles says.

Since the Petition Date, the Debtors have remained, and will
continue to remain, current on their postpetition rent
obligations, Ms. Stickles informs the Court.  Thus, the Debtors'
request for extension will not prejudice landlords under the
Unexpired Leases.

The Landlords are protected through the operation of Section
365(d)(3) of the Bankruptcy Code, Ms. Stickles points out.  The
landlords enjoy a preferred position that belies any notion that
they could be prejudiced.  Thus, the potential for prejudice to
any landlord by an extension of the Debtors' time to assume or
reject the Unexpired Leases is remote.

Judge Fitzgerald will convene a hearing on November 14, 2005, at
10:00 a.m. to consider the Debtors' request.

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


OWENS CORNING: Court Revises Asbestos Claims Management Protocol
----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware revises the case management procedures for asbestos-
related property damage claims in Owens Corning and its debtor-
affiliates' chapter 11 cases to indicate changes in several
deadlines and important dates.  New deadlines include:

    January 6, 2006       Deadline for PD Claimant to produce
                          results of all asbestos testing, surveys
                          and inspections

    January 26, 2006      Status conference regarding all
                          remaining asbestos property damage
                          claimants

A full-text copy of the revised CMO is available at no cost at:

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

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


P. BIDDA HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: P. Bidda Holdings, Inc.
        2415 San Ramon Valley, Boulevard #4-160
        San Ramon, California 94583

Bankruptcy Case No.: 05-49187

Chapter 11 Petition Date: October 16, 2005

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Edward O. Lee, Esq.
                  Law Offices of Edward O. Lee
                  152 Anza Street #101
                  Fremont, California 94539
                  Tel: (510) 651-0175

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sal Reddy                     Shareholder loan           $46,000
2415 San Ramon Valley Blvd.   to corporation
#4-160
San Ramon, CA 94583

Kevin Singer                  Service as receiver        Unknown
Superior Court Receiver
6230 A Wilshire Blvd. #130
Los Angeles, CA 90048


PARADIGM SINTERED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Paradigm Sintered Products
        201 Fritz Keiper Boulevard
        Battler Creek, Michigan 49015

Bankruptcy Case No.: 05-18916

Type of Business: The Debtor is a Powder Metal parts supplier.
                  The Debtor also manufactures Helical Gears,
                  Spherical Bearings, and Rack Bearing
                  assemblies.  See http://www.paradigm-usa.com/

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: William H. Shaw, Esq.
                  Mills & Shaw, P.C.
                  445 West Michigan Avenue, Suite 110
                  Kalamazoo, Michigan 49007
                  Tel: (269) 383-2100

Total Assets: $113,700

Total Debts:  $2,012,145

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Comerica Bank                 Machinery and           $1,200,931
P.O. Box 641 618              equipment
Detroit, MI 48264-1618        Value of security:
                              $100,000

Battle Creek Unlimited        Machinery and             $300,000
4950 West Dickman Road        equipment
Suite A-1                     Value of security:
Battle Creek, MI 49015        $10,000

American Express              Line of credit             $49,100
Business Capital Line
Accounts
P.O. Box 297812
Fort Lauderdale, FL
33329-7812

Wells Fargo                   Goods, services and        $48,656
                              cash advances

Shilpa Holdings, LLC          Back rent for lots         $36,000
                              86 & 87 of Fort
                              custer Urban Renewal
                              Plat of City of
                              Battle Creek

Standard Federal              Goods, services and        $34,433
                              cash advances

MBNA America                  Goods, services and        $30,356
                              cash advances

Miller, Johnson, Snell et al  Legal fees                 $30,310

MBNA America                  Goods, services and        $29,821
                              cash advances

Wells Fargo                   Goods, services and        $18,784
                              cash advances

Hoegarians Corporations       Raw materials              $17,218

Gasbarre Products, Inc.       Equipment                  $16,333

High Tech Industries          Subcontract                $13,174

Fisher, Spiegel, Kunkle       Accounting fees             $9,492
et. al.

Glacier Garlock Bearings      Purchased materials         $9,317

Thomas Publishing             Advertising                 $7,618
(James Carna)

CapitalOne Milestone          Good, services and          $7,400
                              cash advances

Lewis, Reed & Allen           Legal fees                  $6,225

Bank One                      Goods, services and         $4,975
                              cash advances

Bank One                      Goods, services and         $4,975
                              cash advances


PETER MEDER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Peter F. Meder and Suzanne A. Meder
         2439 Fox Meadow Court
         Northfield, Illinois 60093

Bankruptcy Case No.: 05-59190

Type of Business: The Debtors own Peter Meder & Co., Inc.,
                  an executive placement company.

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtors' Counsel: Joseph A. Baldi, Esq.
                  Joseph Baldi & Associates
                  19 South Lasalle Street, Suite 1500
                  Chicago, Illinois 60603
                  Tel: (312) 726-8150
                  Fax: (312) 332-4629

Total Assets: $1,181,100

Total Debts:  $1,690,970

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         941 Taxes             $263,537
Mail Stop 5010 CHI
230 South Dearborn
Chicago, IL 60604

Internal Revenue Service         Income taxes          $196,000
Mail Stop 5010 CHI
230 South Dearborn
Chicago, IL 60604

Internal Revenue Service         941 Taxes              $81,519
Mail Stop 5010 CHI
230 South Dearborn
Chicago, IL 60604

Internal Revenue Service         Income and             $47,513
Mail Stop 5010 CHI               Self-employment tax
230 South Dearborn
Chicago, IL 60604

Internal Revenue Service         Income taxes           $24,000
Mail Stop 5010 CHI
230 South Dearborn
Chicago, IL 60604

FGMK, LLC                        Accounting services    $11,225
2801 Lakeside Drive, 3rd Floor
Bannockburn, IL 60015

Neiman Marcus                    Charge Account          $9,999
P.O. Box 729080
Dallas, TX 75372

Barneys NY Cred Co.              Charge Account          $6,620
1201 Valley Brook Avenue
Lyndhurst, NJ 07071

Amex                             Credit Card             $5,756
P.O. Box 297871
Fort Lauderdal, FL 33329

Cbusasears                       Credit Card             $5,492
P.O. Box 6189
Sioux Falls, SD 57117

HFC - USA                        Check Credit            $5,416
P.O. Box 1547
Chesapeake, VA 23320

The Center for Contextual Change Medical services        $5,000
9239 Gross Point Road, Suite 300
Skokie, IL 60077

Citibank                         Credit Card             $3,281
P.O. Box 6241
Sioux Falls, SD 57117

Illinois Department of Revenue   Income taxes            $2,617
Bankruptcy Section Level 7425
100 West Randolph Street
Chicago, IL 60606

Citibank                         Credit Card             $2,390
P.O. Box 6241
Sioux Falls, SD 57117

Glenview State Bank              Credit purchases        $2,029
P.O. Box 1111
Madison, WI 53701-1111

BP Oil/Citibank                  Credit Card             $1,248
P.O. Box 6003
Hagerstown, MD 21747

Dell Financial Services          Trade Debt              $1,167
P.O. Box 81577
Austin, TX 78708-1577

HSBC/BERGD                       Charge Account          $1,797
1201 Elm Street
Dallas, TX 75270

W Financial                      Note                      $958
9001a North Milwaukee
Niles, IL 60648


PHENION DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Phenion Development Group, Inc.
        6726 3rd Street
        Jupiter, Florida 33458

Bankruptcy Case No.: 05-60009

Chapter 11 Petition Date: October 19, 2005

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: OJ Odunna, Esq.
                  Law Offices of OJ Odunna PA
                  7491 West Oakland Park, Suite #301
                  Lauderhill, Florida 33319
                  Tel: (954) 749-6260

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no have Unsecured Creditors who are not insiders.


PHOENIX CHAPEL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Phoenix Chapel AME Church, Inc.
        P.O. Box 1694
        Southhaven, Mississippi 38671

Bankruptcy Case No.: 05-19172

Type of Business: The Debtor is a church.

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Lawrence M. Magdovitz II, Esq.
                  P.O. Box 627
                  Clarksdale, Mississippi 38614
                  Tel: (662) 627-5350

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Trustmark National Bank       Bank loan               $1,000,000
c/o Mike Graves               Value of security:
140 West Center Street        $650,000
Hernando, Mississippi 38632


PHOTOCIRCUITS CORP: Silverman Perlstein Approved as Bankr. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy for Eastern District of New York gave
Photocircuits Corporation permission to employ Silverman
Perlstein & Acampora LLP as its general bankruptcy counsel.

Silverman Perlstein will:

   1) assist and advise the Debtor with respect to its powers and
      duties as a debtor-in-possession in the continued management
      and operation of its business and property;

   2) prepare on behalf of the Debtor all necessary applications,
      motions, answers, orders, reports and other legal documents
      required by the Bankruptcy Code and the Federal Rules of
      Bankruptcy Procedure;

   3) assist the Debtor in its attempt to market its business for
      additional equity investment or for sale as a going concern
      and in the development and implementation of a plan of
      liquidation or reorganization; and

   4) perform all other legal services to the Debtor that are
      necessary in connection with its attempt to reorganize its
      affairs under the Bankruptcy Code.

Gerard R Luckman, Esq., a Member of Silverman Perlstein, is one of
the lead attorneys for the Debtor.  Mr. Luckman disclosed that his
Firm received a $200,000 retainer.

Mr. Luckman reports that the hourly rate of Silverman Perlstein's
attorneys, legal assistants and paraprofessionals performing
services to the Debtor will range from $135 per hour to $490 per
hour.

Silverman Perlstein assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


PHOTOCIRCUITS CORP: Look for Bankruptcy Schedules on November 18
----------------------------------------------------------------
The U.S. Bankruptcy for Eastern District of New York gave
Photocircuits Corporation gave more time to file its Schedules of
Assets and Liabilities and Statements of Financial Affairs.  The
Debtor has until Nov. 18, 2005, to file those documents.

The Debtor gave the Court three reasons in support of the
extension:

   1) it is a large company with many customers and hundreds of
      active vendors and it must gather and review a multitude of
      documents relating to numerous transactions in order to
      accurately prepare and complete the Schedules and
      Statements;

   2) collection of the information necessary to complete the
      Schedules and Statements will require the expenditure of
      substantial time and effort on the part of its management
      and many its employees;

   3) it is currently working diligently to gather the necessary
      information for the Schedules and Statements but given the
      nature of its business affairs and the need to continue to
      operate its business while the necessary information is
      being compiled, it simply cannot complete the preparation of
      the Schedules and Statements within 15 days of the
      commencement of its chapter 11 case.

Headquartered in Glen Cove, New York, Photocircuits Corporation --
http://www.photocircuits.com/-- was the first independent printed
circuit board fabricator in the world.  Its worldwide reach
comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


POTLATCH CORP: Earns $10.5 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Potlatch Corporation (NYSE:PCH) reported lower earnings for the
third quarter of 2005, compared to earnings from continuing
operations for the third quarter of 2004, due to lower operating
results for its Resource, Wood Products and Pulp and Paperboard
operating segments.

Results for the 2005 third quarter were negatively affected by the
high cost of energy, exacerbated by petroleum and natural gas
supply curtailments in the wake of recent Gulf Coast hurricanes.

The company reported earnings of $10.5 million, or $.36 per
diluted common share, for the third quarter of 2005, compared
to third quarter 2004 earnings from continuing operations of
$24.2 million, or $.81 per diluted common share.  Including
discontinued operations, the company reported net earnings for
2004's third quarter of $209.8 million, or $7.05 per diluted
common share. Discontinued operations in 2004 consisted of three
oriented strand board mills in Minnesota, which the company
sold in September 2004 for a pre-tax gain of approximately
$269.5 million.  Net sales from continuing operations for the
third quarter of 2005 were $404.7 million, compared to net sales
from continuing operations of $370.1 million recorded in the third
quarter of 2004.

Net earnings from continuing operations for the first nine months
of 2005 totaled $22.5 million, or $.77 per diluted common share,
versus net earnings from continuing operations for the first nine
months of 2004 of $25.0 million, or $.85 per diluted common share.
Including discontinued operations, net earnings for the first nine
months of 2004 totaled $281.2 million, or $9.51 per diluted common
share.  Net sales from continuing operations for the first nine
months of 2005 were $1,108.5 million, compared with net sales from
continuing operations of $1,029.9 million for the first nine
months of 2004.

The Resource segment reported operating income of $25.9 million
for the third quarter of 2005, compared to $30.2 million earned in
the third quarter of 2004.  Lower land sales revenue, which
totaled $6.9 million in the third quarter of 2005 versus
$12 million in the 2004's third quarter, was largely responsible
for the decreased income.  Land sales revenue for the 2004 quarter
included $4.1 million received from the sale of conservation
easements on portions of the company's Idaho timberlands.  Higher
sales prices for logs partially offset the lower land sales
revenue.

Operating income for the Wood Products segment was $6.1 million
for the third quarter of 2005, compared to income of $26.4 million
recorded in the third quarter of 2004.  "The significantly lower
earnings were primarily due to lower selling prices for our lumber
and panel products," noted L. Pendleton Siegel, Potlatch chairman
and chief executive officer

The Pulp and Paperboard segment reported operating income of
$0.2 million for 2005's third quarter, versus operating income of
$12.2 million for the third quarter of 2004.  "Results for the
segment were lower due largely to higher energy and chemical costs
and lower pulp selling prices," Mr. Siegel said.  "These negative
comparisons were partially offset by higher paperboard selling
prices and increased pulp shipments to external customers," he
added.  Operating income for the third quarter of 2004 included a
$3 million payment received from the bankruptcy liquidation of
Beloit Corporation.

For the third quarter of 2005, the Consumer Products segment
reported operating income of $2.2 million, compared to an
operating loss of $5.0 million for 2004's third quarter.  "Higher
selling prices and increased shipments for our consumer tissue
products, combined with lower per ton costs due to increased
production, were largely responsible for the improved operating
results," Siegel noted.  "These favorable comparisons more than
offset higher packaging and energy costs," he remarked.

Interest expense for the third quarter of 2005 totaled
$7.2 million, significantly lower than the $12.5 million charged
against results for the third quarter of 2004. The reduction in
interest expense was the result of the repayment of approximately
$282 million in debt during the fourth quarter of 2004, using a
portion of the proceeds from the sale of our oriented strand board
mills.

Potlatch Corporation -- http://www.potlatchcorp.com/-- owns and
manages approximately 1.5 million acres of timberlands and
operates 13 manufacturing facilities.  The Company's timberland
and all of its manufacturing facilities are located within the
continental United States, primarily in Arkansas, Idaho, Minnesota
and Nevada.  The Company is engaged principally in growing and
harvesting timber and converting wood fiber into two broad product
lines: (a) commodity wood products; and (b) bleached pulp
products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Fitch Ratings removed Potlatch Corporation from Rating Watch
Evolving and affirmed the company's senior unsecured debt ratings
at 'BB+' and the senior subordinated ratings at 'BB'.

Fitch revised the Rating Outlook to Stable.


PREMIER PROPERTIES: Plan Confirmation Hearing Set for October 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of Illinois
will convene a hearing at 10:00 a.m., on Oct. 24, 2005, to
consider confirmation of the First Amended Plan of Reorganization
filed by Alan C. Kendall, dba Premier Properties.

The Court approved the adequacy of the Debtors' Disclosure
Statement on June 15, 2005.

The Amended Plan contemplates the liquidation of the Debtors'
assets to pay for creditors' claims.

               Summary of Treatment of Claims

Impaired Claims

A. Claims secured by senior liens on real estate consist of the
   Class S1 Claims and Class S2 Claims of Northwest Bank & Trust
   Co.

   1) Class S1 Claims, totaling approximately $83,546 is secured
      by a first mortgage on the Debtors' Tract 1 property located
      in 2100 18th Street, Moline, Illinois.  The Debtor will list
      Tract 1 with Dick Ryan, who will receive a 4% commission
      from the sale of that property, and Class S1 Claims will be
      paid with the net proceeds from the sale.

   2) Class S2 Claims, totaling approximately $105,000 and secured
      by a first mortgage on the Debtors' Tract 2 property located
      in 1505 3rd Street, East Moline, Illinois will be paid in
      accordance with the tenor of Northwest Bank's note and
      mortgage.  Dr. Kendall will cure an approximate $8,000
      arrearage from the $105,000 claim within 120 days of the
      Plan's Effective Date.

B. Claims secured by junior liens on real estate consists of the
   Class JR1 claims of David and Linda Kendall.  Class JR1 Claims,
   totaling approximately $83,546 is secured by a second mortgage
   on the Debtors' Tract 1 property located in 2100 18th Street,
   East Moline, Illinois.  The Debtors will list Tract 1 with Dick
   Ryan who will receive a 4% commission from the sale of that
   property, and Class S1 Claims will be paid with the net
   proceeds from the sale.

C. Unsecured Claims consists of all unsecured claims, totaling
   approximately 16,222,916.32 will all be paid by Dr. Kendall
   within one to two years of the Plan's Effective Date.

Unimpaired Claims consists of the True Leases Claims.  The Debtors
will assume any leases or executory contracts it has with those
Claims pursuant to 11 U.S.C. Section 365(a).

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

  http://www.researcharchives.com/bin/download?id=051020030232

Headquartered in Moline, Illinois, Alan C. Kendall, dba Premier
Properties, filed for chapter 11 protection on December 9, 2004
(Bankr. C.D. Ill. Case No. 04-85449).  Barry M. Barash, Esq., at
Barash & Everett, LLC, and Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets of $1 million to $10
million and estimated debts of $10 million to $50 million.


PREMIER PROPERTIES: IRS Objects to Confirmation of Amended Plan
---------------------------------------------------------------
The Internal Revenue Service through its attorneys, Jan Paul
Miller, U.S. Attorney for the Central District of Illinois and
Gerard A. Brost, Assistant U.S. Attorney for the Central District
of Illinois, objects to and asks the U.S. Bankruptcy Court for the
Central District of Illinois to deny confirmation of the First
Amended Plan of Reorganization filed by Alan C. Kendall, dba
Premier Properties.

The IRS filed an Amended Proof of Claim, Claim No. 71, asserting a
$263,789.08 priority claim for 2002 and 2003 income taxes.  The
bulk of those liabilities pertain to tax year 2002 for which the
IRS completed an audit of the Debtor's tax obligations.

As of Oct. 12, 2005, the Debtor still has not filed his 2002 and
2003 federal individual income tax returns.  Under the Debtor's
Amended Plan, the IRS will be paid as a priority creditor in the
amount of $12,593.  The IRS contends that amount is inadequate.
The IRS insists that it will not agree to anything less than full
payment of its priority claim.

The IRS also requests that if the Debtor decides to file his
delinquent returns, the Court direct the Debtor not to send those
returns to the Kansas City Service Center, as the processing of
the returns from the Service Center could delay the Debtor's
bankruptcy proceedings.  Instead, the IRS asks the Court to direct
the Debtor to file those returns by sending them to:

        Internal Revenue Service
        Special Procedures Section
        3101 Constitution Dr., Stop 5000 SPD
        Springfield, Illinois 62704

with copies to:

        Gerard A. Brost
        Assistant U.S. Attorney
        One Technology Plaza
        219 Fulton Avenue, Suite 400
        Peoria, Illinois 61602

The Court will convene a hearing at 10:00 a.m., on Oct. 24, 2005,
to consider the IRS's objection.

Headquartered in Moline, Illinois, Alan C. Kendall, dba Premier
Properties, filed for chapter 11 protection on December 9, 2004
(Bankr. C.D. Ill. Case No. 04-85449).  Barry M. Barash, Esq., at
Barash & Everett, LLC, and Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets of $1 million to $10
million and estimated debts of $10 million to $50 million.


PROJECT GROUP: Former Controller's Sarbanex-Oxley Complaint Nixed
-----------------------------------------------------------------
The U.S. Department of Labor has dismissed a complaint that was
filed against The Project Group, Inc., by its former Controller,
Charlsie Idol, under the employee protection provisions of the
Sarbanes-Oxley Act, finding no violation of the Sarbanes-Oxley Act
by The Project Group.

"The Company has believed from the beginning that these complaints
had no validity," Craig Crawford, President of The Project Group,
said.  "The Department of Labor stated in part in its findings
that the complaint was investigated and determined to have no
merit; "there is no reasonable cause to believe that (The Project
Group) violated (the Sarbanes-Oxley Act)," and The Project Group's
reasons for discharging Ms. Idol were "made for non-discriminatory
business reasons."

Either party has thirty days to file objections to the Department
of Labor's findings and request a hearing for de novo review with
an Administrative Law Judge.  If no objections are timely filed,
the Department of Labor's findings become final.

Headquartered in Houston, Texas, The Project Group --
http://www.projectgroup.com/-- provides project management,
collaboration, and Sarbanes-Oxley focused consulting services to
many Fortune 1000 organizations, including Halliburton, Microsoft
and several of the largest Oil and Gas Companies in the world.
The Company filed for chapter 11 protection on July 15, 2005
(Bankr. S.D. Tex. Case No. 05-40979).  J. Craig Cowgill, Esq., at
Cowgill & Holmes PLLC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $583,039 in total assets and $861,954 in total debts.


QUALITY CREDIT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Quality Credit Company of Zeeland, Michigan, Inc.
        P.O. Box 44
        Zeeland, Michigan 49464

Bankruptcy Case No.: 05-18754

Type of Business: The Debtor is a small loan company.

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Martin L. Rogalski, Esq.
                  Martin L. Rogalski PC
                  1881 Georgetown Center
                  Jenison, Michigan 49428
                  Tel: (616) 457-4410

Total Assets: $1,238,156

Total Debts:  $1,353,421

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Paul & Donna Walters          Investor                  $110,451
534 Woodland Drive
Holland, MI 49424

Merle & Bernice Cook          Investor                  $105,500
605 Pineview
Holland, MI 49424

James & Alice Craft Fmly Tst  Investor                   $93,000
132 Brown Drive
Hot Springs, AR 71913

Paul Vankoevering Trust       Investor                   $92,500

Melvin & Harriet Feenstra Tst Investor                   $75,000

Emerson & Marcia Tanis        Investor                   $62,000

Raymond & Julia Vannetten Tst Investor                   $59,553

Beverly & Norman Bos          Investor                   $57,000

Roger & Nancy Wierda          Investor                   $54,411

Shirley Steanburg             Investor                   $54,000

Jack & Maryann Barkel Trust   Investor                   $53,500

Warren & Betty Kunzi Trst     Investor                   $46,900

Kevin Driesenga               Investor                   $45,000

Gilbert & Viola Postma        Investor                   $38,000

Melvin & Rhona Hulst Trust    Investor                   $35,000

Laverne & Sandra Postma       Investor                   $30,000

Hazen J Van Koevering Trust   Investor                   $25,000

Louis & Shirley Beyer Trust   Investors                  $20,000

Harold & Joan Overweg         Investor                   $20,000

Ruth & Keith Vandermeer       Investor                   $20,000


QTC MANAGEMENT: Moody's Rates Proposed $130 Million Debts at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to QTC Management,
Inc's. proposed First Lien revolver of $15 million and term loan
of $100 million.  Moody's also assigned a B2 corporate family
rating to QTC. The rating outlook is stable

New ratings assigned to QTC Management, Inc:

   * $15 million Senior Secured First Lien Revolver, due 2011,
     rated B2

   * $115 million Senior Secured First Lien Term Loan, due 2012,
     rated B2

   * Corporate Family Rating, B2

On September 14, 2005, QTC Management, Inc. announced that
Spectrum Equity Investors, a private equity firm, will acquire
QTC.  Spectrum intends to fund the purchase of QTC with a
combination of a $170 million Senior Secured Credit Facility and a
significant common equity investment.  The credit facility will
consist of:

   * a $15 million revolver,
   * a $100 million First Lien loan, and
   * a $55 million Second Lien Loan (Not Rated by Moody's).

The ratings reflect:

   * the company's small size;
   * significant revenue concentration with the Veterans Affairs;
   * heavy reliance on funding from government programs; and
   * minimal diversity of its overall client base.

The ratings also consider the high leverage and weak interest
coverage ratio associated with the proposed credit facility to
fund a portion of the acquisition.  Moody's also notes that the
company does not control the provision of disability exams as it
does not directly employ medical professionals, and instead
contracts with a network of over 12,000 independent physicians to
provide the exams.  Further, the reporting requirements,
procedures and rules inherent in its contract with the government
are quite complex and cumbersome.

The ratings also reflect:

   * the large and growing market for disability exams;

   * the company's leading position as an outsourced private
     provider to several federal government agencies; and

   * its nationwide network of physicians that provide disability
     exams.

The company's proprietary technology, software and methodologies
serve to:

   * improve the timeliness and accuracy of reported results;

   * reduce the overall cost of managing the disability process;
     and

   * increase the effectiveness and efficiency of the government
     and physicians.

QTC benefits from minimal reimbursement risk and the recurring
nature of its revenue stream.  Over 90% of its company's revenues
come from three to five year contracts with the government,
including contracts with the:

   * Veterans Affairs,
   * Department of Labor, and
   * state and local governments.

QTC has been successful in retaining its contracts when they are
up for renewal.  Moody's also notes that QTC has a very close
relationship with the Veterans Affairs as it has integrated its
process and systems with the VA and has even co-located several
offices at VA facilities.

The stable outlook considers:

   * QTC's high margins,
   * low capital spending, and
   * minimal amount of working capital investments.

As a result, Moody's expects QTC to generate free cash flow to
adjusted debt in the 8% to 9% level in the intermediate term.
Moody's notes that the write-up of the company's assets for tax
purposes will eliminate any cash taxes over the next two years and
reduce them thereafter.  Further, Moody's anticipates that as the
company grows, it will be need to expand its workforce and augment
its management team.

The B2 rating assigned to the First Lien $15 million revolving
credit facility, due 2011 and the First Lien $100 million Term
Loan, due 2012 reflects a first lien on all of the assets and
stock of the borrower, QTC Management, Inc. and its current and
future subsidiaries.  The First Lien revolver and the Term Loan
also benefit from a guarantee by substantially all of the
borrower's current and future direct and indirect subsidiaries.
The First Lien component of the credit facility is rated at the
same level as the corporate family reflecting the preponderance of
outstanding debt at the senior secured debt level.  The rating
also considers the minimal amount of tangible assets supporting
the term loan as goodwill accounts for almost 95% of total assets.

QTC Management, Inc, based in California, is the leading provider
of disability evaluations and medical evidence development
services.  The company provides disability exams, under contracts
with the Veteran Affairs and other governmental agencies, through
its national network of 12,000 independent physicians ("MEPPO")
and 31 leased facilities.


RIVERVIEW VENTURES: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Riverview Ventures LLC
        f/d/b/a Independent Estate Services, L.L.C.
        1222 Holton Road
        Muskegon, Michigan 49445

Bankruptcy Case No.: 05-18348

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Robert A. Stariha, Esq.
                  Stariha Law Offices, P.C.
                  48 West Main Street
                  P.O. box 69
                  Fremont, Michigan 49412
                  Tel: (231) 924-3761

Total Assets: $1,325,000

Total Debts:  $556,605

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Progressive Financial Group,  Collateral FMV:           $269,258
Inc.                          $224,984
6000 - 28th Street Southeast
Suite 200
Grand Rapids, MI 49546

National City                                            $35,662
P.O. Box 856176
Louisville, KY 40285-6176

Nederveld Associates, Inc.                                $6,049
5570 - 32nd Avenue
Hudsonville, MI 49426

Miller, Johnson, Snell &                                  $2,325
Cummiskey, P.L.C.

Capital One, F.S.B.                                       $1,121

Britton & Bossenbroek PLC                                   $603

Lakeshore Office Furniture                                  $512

Verizon North, Inc.                                         $417


ROBOTIC VISION: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
converted the chapter 11 cases of Robotic Vision Systems, Inc.,
n/k/a Acuity Cimatrix, Inc., and its debtor-affiliates to
Chapter 7 liquidation proceedings, on October 11, 2005.

The Office of the United States Trustee appointed

                  Steven Notinger
                  Donchess & Notinger
                  402 Amherst Street, Suite 204
                  Nashua, NH 03063-4227

as the Interim Chapter 7 trustee.

The Company completed, on October 3, 2005, the sale of
substantially all of its operating assets, including machinery and
equipment, inventory, intellectual property, and certain leases
and contracts to Siemens Energy and Automation, Inc. for total
consideration of $22,606,709.

Pursuant to the authority granted by law, Mr. Notinger has custody
and control over the remaining assets of the Company.  The Trustee
has the duty to marshal the assets of the Company, liquidate them
and distribute them to claimant in accordance with the Bankruptcy
Code.  At the present time, it is not anticipated that the
Company's stockholders will receive any recovery in the bankruptcy
proceedings.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--  
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors in their
restructuring efforts.  When the Debtors filed for chapter 11
protection, they listed $43,046,000 in total assets and
$51,338,000 in total debts.  The Court converted the Debtors'
chapter 11 cases to a chapter 7 liquidation proceeding on Oct. 12,
2005.


ROCHESTER HOUSING: S&P Pares Ratings to B from BB on $26M Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Rochester
Housing Authority, New York's $26.0 million bonds series 1994
bonds to 'B' from 'BB'.  The outlook is stable.

The downgrade reflects the continued decline in debt service
coverage to below 1.0x maximum annual debt service; contract rent
above fair market rents, making the project susceptible to rent
freezes; no rental increase since 1995; and increasing annual
expenses.

The bonds are secured by a Section 8 subsidized mortgage loan,
which is conterminous with bond maturity.

The latest audited financial statements for the fiscal year ended
September 2004, indicate that the performance of the property has
declined slightly with debt service coverage of 0.91x MADS, down
from 0.94x MADS as of September 2003.  According to the year-to-
date financial statements as of July 2005 annualized debt service
coverage is expected to continue to decline to 0.89x.

Average rental income for the project for fiscal 2003-2004
decreased to $864 per unit per month, down from $868 per unit per
month, however, gross monthly contract rent per unit has remained
stable at $903.  The project has not received any rental increases
since 1995.  The rents at the property are currently 160% above
fair market rents.  Projects with rents above HUD's fair market
rents are highly susceptible to rent freeze.

The expense ratio for the fiscal year ended September 2004 is at
49%, slightly higher than 48% for the fiscal year ended September
2003.  Expenses per unit for the fiscal year ended September 2004
increased marginally to $5,560, up from $5,480 for the fiscal year
ended September 2003.  The year-to-date financial statements as of
July 31, 2005, show that the project's net operating income
declined.

Debt per unit was $48,854 as of March 8, 2005.

Average physical occupancy continues to remain strong at the
property with a rate of 100% for fiscal 2003-2004.  As per the
project manager report, occupancy at the property as of March 1,
2005, was at 98%.


ROUNDY'S SUPERMARKETS: 100% of Noteholders Tender 8-7/8% Notes
--------------------------------------------------------------
Roundy's Supermarkets, Inc., received valid tenders and consents
from holders of approximately $300 million in aggregate principal
amount of the Company's 8-7/8% Senior Subordinated Notes due 2012
as of 5:00 p.m. New York City time on Oct. 18, 2005.  The tenders
and consents represent approximately 100% of the outstanding
Notes, in connection with its previously announced cash tender
offer and consent solicitation for the Notes, which satisfies the
"Requisite Consents Condition," as defined in the Company's Offer
to Purchase and Consent Solicitation Statement dated Oct. 4, 2005.

With the receipt of the Requisite Consents, the Company will
execute a supplemental indenture governing the Notes to eliminate
substantially all of the restrictive covenants and events of
default in the indenture.  The amendments to the supplemental
indenture will not become operative until all validly tendered
Notes are accepted for purchase by the Company.  Consummation of
the tender offer is conditioned upon the satisfaction of the
"Transactions Condition" and the "General Conditions" as defined
in the Offer to Purchase.  There can be no assurance that any of
such conditions will be met.

Notes may be tendered pursuant to the tender offer until 12:00
midnight, New York City time, on Tuesday, Nov. 1, 2005, or such
later date and time to which the Tender Offer Expiration Date is
extended, unless the tender offer is earlier terminated by the
Company.  Holders who validly tender Notes after 5:00 p.m., New
York City time, on Oct. 18, 2005, but on or prior to the Tender
Offer Expiration Date will not be eligible to receive the consent
payment of $30.00 per $1,000 principal amount of the Notes.  Any
Notes not tendered and purchased pursuant to the tender offer will
remain outstanding and the holders thereof will be bound by the
amendments contained in the supplemental indenture eliminating
substantially all of the restrictive covenants in the indenture
even though they have not consented to the amendments.

Payment for tendered notes will be made on the first business day
following Tender Offer Expiration Date, or as soon thereafter as
practicable.

Bear, Stearns & Co. Inc. and Goldman, Sachs & Co. are acting as
dealer managers for the Tender Offer and as solicitation agents
for the Consent Solicitation.  Questions about the Tender Offer or
the Consent Solicitation may be directed to the Global Liability
Management Group at Bear, Stearns & Co. Inc. at (877) 696-2327
(toll-free) or (212) 272-5112 (collect) or the Credit Liability
Management Group at Goldman, Sachs & Co. at (800) 828-3182 (toll-
free) or (212) 357-8664 (collect).  D.F. King & Co., Inc. has been
appointed as the information agent and tender agent for the Tender
Offer and Consent Solicitation.  Persons who would like a copy of
the Offer to Purchase and Consent Solicitation Statement or with
questions regarding the offer or procedures for tendering their
notes should contact the information and tender agent at D.F. King
& Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005,
telephone: (888) 628-9011.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any notes.  The Tender Offer and the Consent Solicitation are
being made solely by the Offer to Purchase and Consent
Solicitation Statement dated Oct. 4, 2005.

Roundy's Supermarkets, Inc. -- http://www.roundys.com/-- is a
Fortune 500 company with approximately $3.8 billion in sales and
21,000 employees.  It operates 133 retail grocery stores under the
Pick 'n Save, Copps and Rainbow Foods banners in Wisconsin,
Minnesota and Illinois.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Moody's Investors Service downgraded the Corporate Family Rating
of Roundy's Supermarkets, Inc., to B2 from Ba3 and assigned
ratings to proposed new debts including B2 to a $825 million bank
loan, B3 to a $175 million senior note issue, and Caa1 to a
$150 million senior subordinated note issue.  Moody's said the
rating outlook is stable.


ROYAL GROUP: Divesting Recycled Polypropylene Production Unit
-------------------------------------------------------------
Royal Group Technologies Limited (RYG-TSX; RYG-NYSE) intends to
divest of Royal Ecoproducts Co., a producer of recycled
polypropylene compounds.

Royal Ecoproducts primarily supplies these compounds to Royal
Dynamics Limited, which is another wholly owned subsidiary of
Royal Group engaged in injection molding of various building
products.

During the twelve months ended December 31, 2004, Royal
Ecoproducts recorded an EBITDA loss of $5.2 million.

The disclosure is pursuant to previous news, in which Royal Group
has noted that business unit portfolio restructuring is one
element of its four-part management improvement plan.

On July 28, Royal Group announced that it intended to divest of
its Royal Alliance, Baron Metal, Roadex Transport and
Polish subsidiaries.

Royal Group Technologies Limited -- http://www.royalgrouptech.com/
-- manufactures innovative, polymer-based home improvement,
consumer and construction products.  The company has extensive
vertical integration, with operations dedicated to provision of
materials, machinery, tooling, real estate and transportation
services to its plants producing finished products.  Royal Group's
manufacturing facilities are primarily located throughout North
America, with international operations in South America, Europe
and Asia.

                       *      *      *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its long-term
corporate  credit and senior unsecured debt ratings on Royal
Group Technologies Ltd. to 'BB' from 'BBB-'.  At the same time,
Standard & Poor's removed its ratings on Royal Group from
CreditWatch, where they were placed with negative implications
Oct. 15, 2004.  S&P said the outlook is currently negative.


SALEM HOUSING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Salem Housing Corporation
        d/b/a Timberlake Health & Rehabilitation Center
        a/k/a Salem Nursing & Rehab Center of Jasper, Inc.
        500 Floyd Road
        Calhoun, Georgia 30701-9702

Bankruptcy Case No.: 05-44617

Type of Business: The Debtor operates a nursing facility.

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Georgia (Rome)

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  Suite 550, 3343 Peachtree Road, Northeast
                  Atlanta, Georgia 30326
                  Tel: (404) 262-7373

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   McGriff, Seibels & Williams                     $229,192
   One Premier Plaza
   5605 Glenridge Drive, #300
   Atlanta, GA 30342

   Interstate Restoration Group                     $41,976
   8910 Oak Grove Road
   Fort Worth, TX 76140

   American Pharmaceutical Svc                      $37,337
   212 Grande Boulevard, #C100
   Tyler, TX 75703

   Jasper CAD Tax Collector                         $31,257

   Team Care Rehab, Inc.                            $19,339

   Woodville Roofing Service                        $18,355

   Jasper County Appraisal Dis                      $14,132

   Sten-Barr network Solutions                      $12,688

   Jasper County Tax Office                          $9,651

   Medline Industries Inc.                           $9,375

   Direct Supply Inc.                                $5,462

   City of Jasper                                    $4,696

   Stat Care EMS - Jasper                            $3,972

   Clara Gallier                                     $2,988

   Apache Sprinkler Corp.                            $2,981

   Proclaim America Inc.                             $2,666

   Crandall & Associates                             $1,776

   Jasper News-Boy                                   $1,739

   Farm Plan                                         $1,673

   Gold Star Health Services                         $1,650


SERENA BJURLIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Serena Bjurlin
        2422 East Luke Avenue
        Phoenix, Arizona 85016

Bankruptcy Case No.: 05-25685

Chapter 11 Petition Date: October 14, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, Arizona 85004-2385
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Amresco Finance               NCD, Inc. debt,         $4,711,111
412 East Park Center Blvd.,   Larry Bjurlin,
Suite 300                     Chris Bjurlin &
Boise, ID 83706               Serena Bjurlin as
                              personal guarantors.

GE Capital                    Promissory Note         $2,676,301
172207 North Perimeter Drive  by NCD, Inc., Larry,
                              Serena and Chris
                              Bjurlin are personal
                              Guarantors.

Wells Fargo                   Loan for Bjurob, LLC.   $1,832,882
8601 North Scottsdale Road    12621 North Paradise
Suite 250                     Village Parkway
Scottsdale, AZ 85253

Washington County Bank        NCD, Inc., Promissory   $1,009,802
990 helena Avenue North       Note. Lab Corp.,
Oakdale, MN 55128             Serena, Larry, and
                              Chris Bjurlin personal
                              guarantors. Debt is
                              purportedly secured
                              by NCD, Inc. and
                              Bjurob, LLC.

Wells Fargo                   Line of credit -          $250,000
8601 North Scottsdale Road    Business debt
Suite 250
Scottsdale, AZ 85253

Home National                 Series of 3 secured       $208,293
                              Loans to NCD, Inc.,
                              Bjurlin Associates II
                              and 72nd Street and
                              Bell (referred to as
                              Metro Loans and Lexus)

Compass Bank                  NCD Promissory Note,      $105,163
                              (originally dated
                              Oct. 6, 2000, for
                              $200,000, current
                              balance $105,163)

                              Lab Corp., Serena,
                              Larry and Chris
                              guarantors.

Jerry Simms                   Loan to Serena             $51,000
                              Bjurlin

Wells Fargo                   Working Capital -          $50,000
                              Business

Patricia Deacon               Promissory Note            $47,744
                              executed by Bjurob,
                              L.L.C., Larry Bjurlin
                              and Chris Bjurlin
                              personally guaranteed.

Iva Hirsch                    2 1993 Harley Davidson     $30,000
                              Motorcycles. Location:
                              4120 E. Sunnyside
                              Drive, Phoenix, AZ
                              85028

                              Total value of
                              Motorcycles: $20,500

                              Value of security:
                              $12,500

Boulder Capital               Metro Equipment Lease      $25,284
                              by NCD. Inc., Chris
                              Bjurlin and Serena
                              Bjurlin were personal
                              guarantors.

Michael Roberts               Business debt for          $18,671
                              Land transaction at
                              Bell Road and 51st
                              Avenue.

Clifton Gunderson             Forensic Accountant        $14,478
                              for personal and
                              business services.

First National Bank of Omaha  Larry Bjurlin and          $12,414
                              Serena Bjurlin
                              account. Closed
                              May 2004.

Bank One                      Personal credit card       $12,117
                              (Larry & Serena),
                              balance represents
                              total owned by Larry
                              Bjurlin. Serena had
                              not used this card in
                              over 2 years.

JD Morgan Chase               Larry Bjurlin's debt       $12,117
                              as the result of his
                              check floating.

Saers Mastercard              Larry and Serena            $9,866
                              Bjurlin. Closed
                              May 2004.

First National Bank of Omaha  Larry and Serena            $9,581
                              Bjurlin's account.
                              Closed May 2004.

Internal Revenue Service      2003 corporate taxes        $8,974
                              for Lab Corp., which
                              is an entity separate
                              and distinct from
                              Serena Bjurlin.


SOLSTICE ABS: Moody's Downgrades $22 Million Notes' Ratings to Ca
-----------------------------------------------------------------
Moody's Investors Service lowered its ratings on certain
securities issued by Solstice ABS CBO, Ltd.  Moody's Investors
Service announced that in concluding its review of the issuer, it
had lowered its ratings on these notes:

   1) the U.S. $50,000,000 Class B Second Priority Senior Secured
      Fixed Rate Notes Due 2036 (previously rated A3 on watch for
      downgrade);

   2) the U.S. $12,500,000 Class C Mezzanine Floating Rate Notes
      Due 2036 (previously rated B2 on watch for downgrade); and

   3) the U.S. $9,750,000 Class 1 Pass-Through Notes Due 2036
      (currently rated B3 on watch for downgrade).

Moody's rating on the Pass-Through Notes only addresses the
ultimate cash receipt of the Pass-Through Note Rated Balance and a
yield on such balance of 5% per annum.

According to Moody's, its current action results from a concern
with the deterioration in the credit quality of the collateral
pool, including sustained exposure to securities with speculative-
grade ratings.  Moody's noted that it views there to be a
continuing risk for payment failures from among the speculative-
grade collateral held by the issuer, and Moody's believes that any
disruptions in the cashflow available to cover distributions on
the issuer's liabilities would have a material impact on Moody's
ratings on such liabilities.

Moody's also noted that over the near- to medium-term, any
delevering resulting from the operation of failed coverage tests
will result in excess spread being made available primarily for
the benefit of the Class A noteholders - thus deferring any
potential upside in the cases of the Class B Notes, Class C Notes,
Preference Shares and the Pass-Through Notes.

Issuer: Solstice ABS CBO, Ltd.

Rating action: downgrade and remove from watchlist

  Tranche description: $50,000,000 Class B Second Priority
                     ` Senior Secured Fixed Rate Notes Due 2036

   * Prior Rating: A3 (under review for possible Downgrade)
   * Current Rating: Baa3

  Tranche description: $12,500,000 Class C Mezzanine Floating Rate
                       Notes Due 2036

   * Prior Rating: B2 (under review for possible Downgrade)
   * Current Rating: Ca

  Securities description: U.S. $9,750,000 Class 1 Pass-Through
                          Notes Due 2036

   * Prior Rating: B3 (under review for possible Downgrade)
   * Current Rating: Ca


SOUTHWEST SEAFOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southwest Seafood Shoppes, LLC
        4321 North Bear Claw Way
        Tucson, Arizona 85749

Bankruptcy Case No.: 05-07565

Type of Business: The debtor operates a restaurant.

Chapter 11 Petition Date: October 14, 2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Law Office of Eric Slocum Sparks, P.C.
                  110 South Church Avenue, Suite# 2270
                  Tucson, Arizona 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $435,100

Total Debts:  $1,626,203

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
I.R.S                         Taxes                     $168,812
210 East Earll
Phoenix, AZ 85012

Arizona Dept. of Revenue      Taxes-Sales               $164,419
1600 West Monroe, 7th Floor
Phoenix, AZ 85701

Puget Sound Leasing, Co.      Deficiency Claim          $150,000
P.O.Box 1295                  Secured Debt-
Issaquah, WA 98027            Equipment Lease

Financial Associates          Legal Fees                 $81,000

Compass Bank                  Loan                       $49,905

City of Tucson Finance Dept.  Taxes-Sales                $42,265

Pepsi-Cola (Tucson)           Trade Debt                 $41,843

Wells Fargo                   Credit Debt                $39,607

Key Bank                      Credit Card Debit          $22,114

Citi Cards                    Credit Card Debt           $19,790

US Bank                       Credit Card Debt           $17,990

Beth Ford, PIMA County Treas. Real Property Taxes        $16,965

Rusing & Lopez                Lease Deficiency-          $15,826
                              Norville

Tucson Shopper                Trade Debt                  $9,500

David D. Deconcini            Lease Deficiency-           $9,107
                              South 6th St.

Southwest Business Systems    Trade Debt                  $8,439

Herbert Russell               Lease Deficiency            $8,000

ESM, Inc.                     Trade Debt                  $6,820

Capital One FSB               Credit Card Debt            $4,804

Compass Bank Credit Card      Credit Card Debt            $4,515


SWAC LLC: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SWAC, LLC
        4901 East Butler Drive
        Paradise Valley, Arizona 85253

Bankruptcy Case No.: 05-14660

Chapter 11 Petition Date: October 13, 2005

Court: Western District of Louisiana (Shreveport)

Debtor's Counsel: Richard J. Reynolds, Esq.
                  401 Edwards Street, 13th Floor
                  Shreveport, Louisiana 71101
                  Tel: (318) 221-8671
                  Fax: (318) 222-4320

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Wayne A. McIntosh                               $379,641
   4901 E. Butler Drive
   Paradise Valley, AZ 85253

   Textron Financial                               $327,397
   4545 South Windler Drive, #100
   Paradise Valley, AZ 85253

   Southwest Acquisitions Group, LLC               $217,758
   4901 E. Butler Drive
   Paradise Valley, AZ 85253

   State of Arkansas                               $107,468
   Department of Finance & Administration

   United States Treasury                           $44,701

   Leatherwood Walker Todd & Mann, PC               $33,000

   Caddo Shreveport Sales and Tax Commission        $12,336

   Louisiana Department of Revenue                  $10,764
   Sales Tax Division

   City of Texarkana                                 $1,275


SWCA INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SWCA, Inc.
        2400 Kettner Boulevard, #238
        San Diego, California 92101

Bankruptcy Case No.: 05-13574

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of California (San Diego)

Judge: James W. Weyers

Debtor's Counsel: John L. Morrell, Esq.
                  Higgs, Fletcher and Mack
                  401 West "A" Street, Suite 2600
                  San Diego, California 92101-1551
                  Tel: (619) 236-1551
                  Fax: (619) 696-1410

Total Assets: $378,072

Total Debts:  $5,410,152

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Christie's Private Sales      Rescission demand       $5,000,000
20 Rockefeller Plaza          over Pablo Picasso
New York, NY 10020            1909 bronze
                              Sculpture, Tete
                              Cubiste (Tete de
                              Femme-Fernande)

Scott White                   Personal loan              $73,014
2400 Kettner Boulevard, #238
San Diego, CA 92101

Ronald & Janet White          Personal loan              $50,000
16482 Sherwood Lane
Northville, MI 48168

Washington Mutual             Line of credit/            $50,000
P.O. Box 2485                 business loan
Houston, TX 77252

Arts in America               Advertising                $46,750

AAA                           Automobile insurance        $3,448

National Direct               Mailing services            $1,318

U.S. Logistics                Shipping                    $1,241

Ken Bortolazzo                Artwork,                    $1,150

Axis Litho                    Printing                    $1,085

Diego Delivery                Shipping                      $474

Mailboxes Etc.                Shipping                      $474

Verizon Wireless              Cell phone                    $393

Tax Sheltered Compensation    Retirement plan               $350
                              management

Cox Communications            Internet/telephone            $341
                              service

Empacol, Inc.                 Shipping                      $285

CoPower                       Dental insurance              $254

Meacor Signs                  Signage                       $141

Yolanda Sanchez               Artwork, shipping             $120
                              reimbursement

Blue Cross                    Medical insurance              $46


SWIFT & COMPANY: Moody's Downgrades Sr. Sub. Notes' Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Swift & Company's senior
unsecured notes to B2 from B1, its senior subordinated notes to B3
from B2, and its corporate family rating to B1 from Ba3 and left
all ratings under review for possible further downgrade.  The
downgrade is based upon:

   * the prolonged period of weak operating performance in Swift's
     US beef operations;

   * weakening market conditions in the US pork and Australian
     beef industries; and

   * the company's reduced ability to absorb such weaker financial
     performance due to higher debt levels at direct and indirect
     holding companies incurred to pay special dividends to its
     owners.

During the past year Swift's operating performance has suffered
from the continuing closure of key export markets such as Japan
and Korea to US beef following the December 2003 discovery of BSE
in the US.  The company has also suffered underperformance in its
cow slaughter and processing operation in the US due to a lack of
adequate cattle supply due to the Canadian border closing to
cattle over 30-months of age.  While Swift's pork and Australian
beef processing operations had helped offer some product diversity
and supported operating performance, these operations have started
to weaken as well.  EBITDA margins from continuing operations for
the 12 months ended August 28, 2005 fell to 1.5%, as compared to
2.5% for FYE May 30, 2004.

Compounding the impact of Swift's weaker operating performance is
the increase in enterprise debt.  During March 2005, Swift's
direct operating company and guarantor of its debt (S&C Holdco 3)
issued $105 million in senior unsecured notes, and Swift's
indirect ultimate parent holding company (Swift Food Company)
issued $75 million in senior unsecured notes; both issuances are
unrated.  These are currently cash pay, but become PIK at
management's discretion in March of 2007.  This debt was issued in
order to fund a special dividend to the owners.  Moody's
consolidates this debt into that of Swift & Company for analytic
purposes as it is Swift's operations which must generate the cash
to service this debt and ultimately repay or refinance it as
Swift's various holding companies have no operations of their own.

The combination of weaker operating performance and higher
enterprise debt has caused a material increase in Swift's leverage
and deterioration in coverage ratios over the past six months.
Enterprise debt/EBITDA (using Moody's standard analytic
adjustments) for the 12-months ending August 29, 2005 increased to
over 7.4X, as compared to 3.8X for FYE May 30, 2004.  EBITDA-
CAPX/Interest fell to 0.99X for the 12-months ended August 29,
2005 as compared to 2.3X at FYE May 30, 2004.

Moody's notes that Swift's liquidity continues to remain solid.
The company maintains a $550 million asset backed revolving credit
facility.  Swift is not required to meet any financial covenants
under the facility so long as unused availability exceeds $75
million.  As unused availability is approximately $330 million,
Moody's continues to expect the facility to be fully available to
Swift despite its weak operating performance.

Swift's senior unsecured notes are notched down from the corporate
family rating reflecting their effective subordination to the
senior secured revolving credit facility.  The notes are
guaranteed by Swift's direct holding company and its US
subsidiaries.  The notes benefit from $150 million in subordinated
debt, but the unsecured debt note indenture would permit Swift to
refinance the subordinated debt in the future with senior
unsecured notes.

The rating on the senior subordinated notes is notched down from
the senior unsecured notes reflecting their effective and
contractual subordination to the senior secured credit facilities
and senior unsecured notes.  The senior subordinated notes are
guaranteed on a subordinated basis by Swift's direct holding
company and its US subsidiaries.

During the review for possible further downgrade, Moody's will
assess the company's ability to improve operating performance and
reduce debt in the near term, and to maintain its financial
flexibility in the light of continued difficult industry
conditions.  Moody's will also review the financial policies of
Swift and its owners (Hicks, Muse, Tate & Furst and Booth Creek
Management Corporation) which have become more aggressive over the
past year to determine the likely impact upon Swift's financial
profile in the years ahead.

Ratings downgraded and remaining under review for possible
downgrade are:

   * Corporate family rating to B1 from Ba3
   * Senior unsecured notes to B2 from B1
   * Senior subordinated notes to B3 from B2

Swift & Company, headquartered in Greeley, Colorado, is a major
processor of beef and pork, with operations in the US and
Australia.


TEAM HEALTH: Moody's Affirms Senior Subordinated Notes' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings and outlook of Team
Health, Inc. following the announcement that the company has
entered into a definitive agreement to be acquired by The
Blackstone Group.  In connection with the transaction, Moody's
understands that Team Health plans to refinance its existing
senior secured credit facilities and its senior subordinated
notes.  Moody's will withdraw the ratings on these instruments
upon the closing of the transaction, expected by mid-February
2006.

These ratings were affirmed:

   * Senior Secured Revolving Credit Facility, rated B1
   * Senior Secured Term Loan, rated B1
   * Senior Subordinated Notes due 2012, rated B3
   * Corporate Family Rating, B1

The outlook for the ratings is stable.

The affirmation of the ratings reflects:

   * Team Health's leading market position in physician staffing
     and administrative services to emergency departments and
     military treatment facilities;

   * favorable history of contract retention and growth;

   * significant industry barriers to entry including physician
     relationships; and

   * experienced billing and collection methods.

Additionally, results of operations indicate that the loss of
revenue expected from the change in contracting for the company's
military staffing business has not negatively affected the
company's ability to generate cash flow or pay down debt.

However, the ratings also reflect:

   * the company's still considerable leverage and modest coverage
     ratios resulting from the debt for preferred stock
     recapitalization transaction in March 2004;

   * pressure on margins from the high level of uncollectible
     accounts, higher expenses for labor, medical, and health
     insurance; and

   * a significant amount of debt supported by negative tangible
     net equity.

Team Health, based in Knoxville, Tennessee, is affiliated with
over 6,200 healthcare professionals who provide:

   * emergency medicine,
   * radiology,
   * anesthesia,
   * hospitalist,
   * urgent care,
   * pediatric staffing, and
   * management services to:

     * over 400 civilian and military hospitals,
     * surgical centers,
     * imaging centers and
     * clinics in 42 states.

For the twelve months ended June 30, 2005, Team Health recognized
net revenues after provisions for doubtful accounts of
approximately $1.0 billion.


TERMOEMCALI FUNDING: Fitch Withdraws D Rating on Defaulted Debts
----------------------------------------------------------------
Fitch Ratings has withdrawn the 'D' rating on the defaulted debts
of Empresas Municipales de Cali and on the 10.125% senior secured
notes due 2014 -- the 'existing senior secured notes' -- of
TermoEmcali Funding Corp.

Fitch has also assigned an issuer default rating of 'CCC' to
Emcali; the Outlook is Stable.  Upon satisfaction of the
conditions for the effectiveness of the proposed exchange offer,
Fitch expects to assign a 'CCC' rating to TermoEmcali Funding
Corp.'s senior secured notes due 2019 -- the 'restructured senior
secured notes'.

The rating actions on Emcali are grounded primarily on Emcali's
successful restructuring of its financial obligations.  Under the
restructuring agreement approved by Emcali's creditors in 2004,
the outstanding debts were reordered in four tranches.

Tranche A amounts to approximately US$231 million, representing
60% of the debt owed to creditors excluding the Government of
Colombia, and is to be repaid in Colombian pesos over 10 and 1/2
years.

Tranche B, consisting of 40% of the debt owed to creditors,
excluding the Government of Colombia, has already been fully
repaid.

Tranche C amounts to approximately US$11 million, constituting
obligations with Emcali's labor unions, and will be repaid in
Colombian pesos over five years beginning in 2006.

Tranche D amounts to approximately US$106 million, consisting of
debts owed to the Government of Colombia, and will be paid in
Colombian pesos over a period of at least 20 years.

As the debts rank pari passu and enjoy no collateral, Fitch views
them as unsecured debts of Emcali.  However, Tranche D is paid, in
effect, sequentially after Tranches A, B, and C are fully repaid,
as a grace period with respect to principal extends from 2003
through the full repayment of the other tranches.  In addition, as
part of the restructuring of TermoEmcali I S.C.A. E.S.P. and to
replace the purchase power agreement between Emcali and
TermoEmcali, the Tranche E obligation is to be issued to and will
benefit TermoEmcali.

Payments to be made to TermoEmcali on the Tranche E obligation
will match the principal and interest payments due on the
restructured senior secured notes.  In its cash flow forecast,
Emcali expects that payments under Tranche D will be made
beginning in 2014, concurrently with Tranche E payments.  However,
under the Emcali restructuring agreement, the term of Tranche D
may be extended up to 10 years if the tranche is not fully repaid
in the initial 20-year term.

The 'CCC' issuer rating also considers that despite the full
repayment of Tranche B, leverage remains high in both absolute
terms and relative to its ability to generate cash flow.  The
relationship of debt to EBITDA has improved in the last two years
but remains at a high level of approximately 7.2 times.  Likewise,
debt service margins are projected to run at or near the breakeven
level of approximately 1.2x in 2006 and 1.0x in 2007.

In the near to medium term, Emcali will face significant
challenges, including operating cost reductions, power and water
losses resulting from faulty infrastructure, and low collections.
Conversely, Emcali enjoys a favorable monopoly position in
Colombia's third largest metropolitan area, providing power,
water, wastewater, and telephony services.

Upon satisfaction of the conditions to the effectiveness of the
exchange offer and upon counsel's review of the supporting
documentation, Fitch expects to assign a 'CCC' rating to
TermoEmcali's restructured senior secured notes for up to US$139.6
million.  All of TermoEmcali's note holders have agreed to tender
the existing senior secured notes in exchange for the restructured
senior notes.

The PPA, which provided the source of repayment for TermoEmcali's
existing obligations, will be terminated, and Emcali will issue a
new tranche of notes to TermoEmcali.  The repayment of the
restructured senior secured notes will depend, essentially, on
Emcali's satisfaction of its obligations under Tranche E.  The
rating also anticipates that payment to the senior creditors of
TermoEmcali will occur by releasing the funds that have been
accumulating in an offshore account since the end of 2004.  Taking
into account scheduled interest and principal payments not made in
2004, note holders are expected to be paid US$34 million this
year.  According to the terms of the restructuring, the present
value of payments of the Tranche E notes at an 8.3% discount rate
is limited to US$164.6 million, plus US$8.7 million that was
already deposited into the escrow account.

In conjunction with the exchange offer and restructuring of
TermoEmcali, outstanding amounts payable by TermoEmcali to Emcali
will be capitalized as additional equity of Emcali in TermoEmcali.
Consequently, Emcali's participation in the equity of TermoEmcali
will rise from 43% currently to 88.37% upon consummation of the
exchange offer.  The TermoEmcali project consists of a 231.9 MW
gas-fired power plant located 10 kilometers outside the City of
Cali.

Some of TermoEmcali Funding's securities trade in the United
States and the Company delivers periodic disclosures to the
Securities and Exchange Commission.  TermoEmcali Funding's SEC
filings on the company are available for free at:

           http://researcharchives.com/t/s?26c


TIME WARNER: Moody's Downgrades $600 Million Senior Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating for the proposed
$200 million 5-year senior secured Term Loan B at Time Warner
Telecom Holdings Inc., a wholly owned subsidiary of Time Warner
Telecom Inc.  The proposed Term Loan effectively will be used to
refinance the 9.75% TWT notes due 2008, extending the company's
upcoming debt amortization schedule and lowering the company's
borrowing cost.

Moody's also downgraded the $240 million Floating Rate Notes at
TWTH to B2 from B1 to reflect the increased risk of their second
priority lien vis-a-vis the addition of $200 million of first
priority debt (i.e. the proposed Term Loan B) at TWTH. Similarly,
Moody's has downgraded the $400 million 10.125% senior notes at
TWT to Caa1 from B3 to reflect their increased structural
subordination to the higher debt level at TWTH.  The outlook has
been changed from negative to stable.

Moody's has assigned this rating:

  Time Warner Telecom Holdings Inc.:

     * $200 Million Sr. Secured Term Loan B -- B1

Moody's has affirmed these ratings:

  Time Warner Telecom, Inc.:

     * Corporate family rating -- B2
     * Speculative grade liquidity rating -- SGL-1

  Time Warner Telecom Holdings Inc.:

     * $150 Million (to be reduced to $110 Million concurrent with
       the closing of the proposed Term B Loan) First Priority
       Senior Secured Revolver -- B1

Moody's has downgraded these ratings:

  Time Warner Telecom, Inc.:

     * $200 Million 9.75% Sr. Notes due 2008 -- to Caa1 from B3
     * $400 Million 10.125% Sr. Notes due 2011 -- to Caa1 from B3

  Time Warner Telecom Holdings Inc.:

     * $240 Million Second Priority Senior Secured Floating Rate
       Notes due 2011 -- to B2 from B1

     * $400 Million 9.25% Senior Notes due 2014 -- to B3 from B2.

The rating outlook has been changed to stable from negative.

TWT's B2 corporate family rating reflects Moody's concerns about
fundamental challenges confronting the competive local exchange
carrier industry.  In order to grow, TWT must take and maintain
market share from significantly larger and better-capitalized
regional Bell operating companies in order to earn a positive
return on its network investment.  The B2 corporate family rating
reflects:

   * continuing top line pressure due to competitive pricing
     dynamics;

   * high leverage, capex and cash interest burden; and

   * TWT's inability, to date, to generate positive free
     cash flow.

In order to support its significant debt and high cash interest
burden, Moody's believes TWT must achieve and sustain fairly high
top-line growth, while taking RBOC market share.  The company's
high leverage and its inability, to date, to generate free cash
flow also constrains its strategic options in a challenging
market, and thus suppresses the ratings.  TWT's good liquidity
position, healthy and improving EBITDA margins, and growth in its
enterprise customer business support the ratings.

Moody's also recognizes TWT's success in stabilizing its core
revenue, as the growth in its enterprise segment has offset
declines in the carrier and ISP market as well as reductions in
intercarrier compensation due to regulatory changes.  The rating
also incorporates TWT's reduced exposure to changes in
intercarrier compensation, as well as its advantageous cost
structure and operational efficiency which result from the
scalability of its Ethernet platform.

Moody's recognizes that the absence of TWT's free cash flow
generation has been delayed by its current business plan, which
requires significant capital investment.  Consequently, Moody's
does not expect TWT to generate positive free cash flow until at
least 2008, given its interest burden and investment needs, which
have averaged at the high end of the industry, with capital
expenditures expected to surpass 20% of revenue for at least the
intermediate term.

Moody's believes that, over the intermediate term, an increased
emphasis by RBOCs and other CLECs on offering products similar to
that of TWT may erode TWT's competitive advantage, which is
currently driven by product differentiation.  If TWT fails to
defend its customer base, all else held equal, lower long term
business-growth prospects may lead to lower ratings at the
company.  Moody's rating also assumes that further anticipated
declines in carrier demand, due to industry consolidation, will
only modestly affect TWT's earnings.  Should TWT fail to maintain
revenue growth or adequately maintain its EBITDA margins over the
intermediate term in the face of increasing competition, the
ratings could fall.  Specifically, sustained EBITDA margins of
below 30% or total debt to EBITDA of higher than 5.5x would likely
lead to downward ratings pressure.

If TWT is able to consistently demonstrate reduced earnings
volatility resulting from improved revenue diversification,
coupled with meaningful EBITDA margin increases, the outlook may
improve.  Furthermore, if TWT can achieve sustained business
growth that results in several consecutive quarters of free cash
flow, the ratings could rise.  Specifically, sustained EBITDA
margins in excess of 35% coupled with reduced investment levels
that allow for a free cash flow to debt metric in excess of 5%
would likely lead to higher ratings.

The ratings also incorporate the company's strong liquidity, which
should allow it to weather several years of modest cash burn.
Moody's believes that TWT's significant cash and marketable
security holdings ($382 million as of Q2'05) as well as the
undrawn $150 million revolving credit facility, which will reduce
to $110 million as part of the changes to the company's capital
structure, provides sufficient cushion to meet near term operating
and investing needs.  Moody's also notes that the proposed
transaction strengthens TWT's debt maturity profile and thus
supports its liquidity as well as its long term ratings.  Moody's
also recognizes that the current high level of competition in the
telecommunications industry necessitates TWT to continue investing
in its physical plant to support its on-going strategic
initiatives and revenue growth; however, TWT's SGL-1 speculative
grade liquidity rating may come under pressure in the intermediate
term if the company's cash burn rate accelerates while the company
continues to build out its infrastructure.

The change from negative to stable in TWT's outlook reflects the
company's ability, to date, to meet the operating challenges posed
by its competitive environment by specifically replacing its
declining carrier revenue base through its successful penetration
into the enterprise market and its ability to grow EBITDA margins
from that customer base.  Moody's also believes that the company's
debt capitalization will remain consistent with the proposed
structure over the intermediate term.

Moody's has lowered the rating of the second lien senior secured
floating rate notes at TWTH to B2 from B1 due to the additional
$160 million ($200 million Term Loan B less a reduction in the
size of the existing revolver from $150 million to $110 million)
of potential first lien debt, which ranks ahead of the second
priority floating rate notes thereby diluting the claim that the
latter's holders would have on the company's assets in a distress
situation.  Moody's has also lowered the ratings of the senior
unsecured debt at TWT to Caa1 from B3 due to the increased
structural subordination resulting from the aforementioned
refinancing, which results in the transfer $200 million of debt
from TWT to TWTH.

Time Warner Telecom Inc., headquartered in Littleton, Colorado,
provides data, dedicated Internet access, and local and long
distance voice services to business customers in 44 metropolitan
markets in the United States.


TELESYSTEM INT'L: Earns $18 Million of Net Income in 3rd Quarter
----------------------------------------------------------------
Telesystem International Wireless Inc. (TSX VENTURE:TIW) reported
its results for the third quarter of 2005 and also disclosed its
intention to have its common shares cancelled and delisted from
the TSX Ventures Exchange before the end of November.

                     Results of Operations

All revenues and all cost of equipment and services for the first
nine months of 2005 relate to MobiFon's and Oskar's activities in
the first five months of the year.

Selling, general and administrative expenses reached $2.4 million
for the quarter and $194.1 million for the first nine months of
2005, including unallocated expenses for corporate and other
activities of $2.4 million and $50.3 million respectively.
Selling, general and administrative expenses include a non-cash
stock based compensation cost of $40.9 million and nil for the
nine and three month periods ended on September 30, 2005, of which
$38.4 million is included within corporate and other activities.
The corresponding periods of 2004 had stock based compensation
costs amounting to $7.7 million and $3.5 million, respectively, of
which $5 million and $2.4 million was included within corporate
and other activities.  The year-over-year increase in the stock
based compensation costs for the first nine months of 2005 is
mainly due to the accelerated vesting of options and restricted
share units triggered by the sale of all the Company's operating
assets during the second quarter.  Also included in the corporate
and other activities for the nine month period ended September 30,
2005 is a $1.5 million capital duty expense related to the
repatriation of the sale proceeds from the Company's wholly owned
subsidiary TIWC.

Virtually all of the depreciation and amortization for the first
nine months of 2005 relate to MobiFon's and Oskar's activities in
the first five months of the year.  As a result of the foregoing,
operating loss reached $2.5 million for the third quarter compared
to an operating income of $77.6 million for the same quarter last
year.  For the first nine months of 2005, operating income was
$114.9 million, which compared to $194.1 million for the
corresponding period last year.

Mostly all of the interest expenses for the first nine months of
2005 relate to the subsidiaries sold at the end of May 2005.
Interest income amounted to $22.0 million for the quarter and
$32.2 million for the nine months ended on September 30, 2005, of
which $27.8 million have been earned since we completed the sale
of our indirect interests in MobiFon and Oskar to Vodafone.  As a
result of the sale of the Company's operating assets and
subsequent conversion of the majority of the proceeds into
Canadian dollars, the Company's reassessed its functional currency
based on the collective economic factors of the environment in
which the Company now operates and has determined it to be the
Canadian dollar as of June 1, 2005.  This change from a U.S.
dollar functional currency is accounted for on a prospective
basis.  However, the Company continues to present its consolidated
financial statements in U.S dollars.  Foreign exchange loss of
$1.5 million for the third quarter of 2005 on US dollars
denominated cash balances is a result of the strengthening of the
Canadian dollar versus the U.S. dollar during the quarter.

The sale of all our operating assets in May 2005 resulted in a
gain on sale of investments of $2.22 billion representing the
excess of the proceeds of approximately $3.5 billion over the net
carrying value of our interest in ClearWave of $1.3 billion, net
of the transaction cost of approximately $21.2 million.

All income tax expense for the nine months ended on September 30,
2005 relate to MobiFon's and Oskar's pre tax income.

As a result of the foregoing, net income for the third quarter of
2005 amounted to $18 million or $0.08 per share on a basic and
fully diluted basis.  For the first nine months of 2005, net
income reached $2.28 billion or $10.41 per basic share, including
a gain on sale of investments of $10.16 per share.  On a fully
diluted basis the net income amounted to $10.31 per share,
including $10.06 per share related to the gain on sale of
investments.  That compared to a net income of $20.7 million or
$0.14 per share on a basic and fully diluted basis for the third
quarter of 2004 and $50.3 million or $0.38 per basic share and
$0.37 per share on a fully diluted basis for the first nine months
of 2004.

                 Liquidity and Capital Resources

Operating activities provided cash of $18.2 million for the three
month period ended September 30, 2005 compared to $109.7 million
for the corresponding 2004 period.  For the first nine months of
2005, operating activities provided cash of $202.0 million
compared to $252.6 million in the corresponding 2004 period.  Most
of the cash provided in the nine months ended September 30, 2005
relate to MobiFon's and Oskar's activities in the first five
months of the period.

Investing activities used cash of $230.4 million for the quarter
ended September 30, 2005 compared to $94.7 million during the same
period in 2004.  These activities for the third quarter primarily
consist of investments totalling C$255 million ($219.3 million) in
short term instruments, which were pledged as security for
potential assessments by taxation authorities.  For the first
nine months of 2005, investing activities provided cash of
$2.97 billion compared to a use of $230.9 million for the first
nine months of 2004.  The Company's investing activities in the
nine months ended September 30, 2005, consist mainly of the net
proceeds from the sale of its operating assets of $3.31 billion
representing the proceeds paid by Vodafone of $3.51 billion less
cash and cash equivalents of ClearWave on the date of sale of
$177.4 million and transaction costs paid during the period of
$11.2 million.  Shortly after the completion of the sale the
Company proceeded to convert the proceeds along with its other
cash and cash equivalents into Canadian dollars.

Other than the transaction with Vodafone, investing activities
during the nine month periods consist primarily of the acquisition
of property, plant, equipment and licenses by MobiFon and Oskar up
until the end of May 2005.  Investing activities for the first
nine months of 2005 also included the use of $6.5 million in
connection with the acquisition of the 72.9% of Oskar Holdings
N.V. the Company did not already own and $2.5 million in
connection with the acquisition during the third quarter of 2004
of a 15.46% non controlling interest in MobiFon.  In November
2004, the Company entered into an agreement in principle to
acquire from non-controlling shareholders 72.9% of Oskar Holdings
in exchange for the issuance of 46 million common shares of our
treasury stock.

The Company incurred $6.7 million of transaction expenses, of
which $6 million was paid to, Lazard Freres & Co. LLC, bringing
the aggregate value of the transaction to $521.9 million.  One of
the Company's board members is managing director of an affiliate
of Lazard Freres & Co. LLC.  Closing occurred on January 12, 2005
and we increased our indirect equity interest in Oskar Holdings
and Oskar Mobil to 100.0%.  Affiliates of J.P. Morgan Partners,
LLC, and AIG Emerging Europe Infrastructure Fund L.P., two of our
significant shareholders at the time of the transaction, were
shareholders of Oskar Holdings and received 17.4 million and
7 million common shares, respectively.  The Company's existing
interest in Oskar Holdings, prior to this acquisition was
reflected in our consolidated financial statements on a
consolidated basis.  The aggregate $521.9 million purchase for the
above transaction exceeded the carrying value of the net assets
acquired by $432.6 million.  This excess was allocated to goodwill
in the amount of $475.8 million and $43.2 million to other fair
value net decrements.  During the corresponding 2004 period,
investing activities included the net proceeds from the sale of
our direct investment in Hexacom which amounted to $21.8 million
offset by the use of $85.9 million of cash for the acquisition of
additional interests in our subsidiaries including $40.9 million
during the third quarter of 2004, of which $36.6 million was in
connection with the cash portion of the acquisition of a 15.46%
non controlling interest in MobiFon.

Financing activities used cash of $3.56 billion for the third
quarter of 2005 and $3.61 billion year to date compared to using
cash of $37.4 million for the third quarter of 2004 and providing
cash of $9.8 million for the first nine months of 2004.  The third
quarter financing activities mainly consist of the distribution of
$3.58 billion (Cdn$4.19 billion) to our shareholders on September
27, 2005, pursuant to the Plan of Arrangement of the Company and
as authorized by the Court, through a reduction of the stated
capital of the common shares of Cdn$17.01 per fully diluted common
share and a dividend of Cdn$1.79 per fully diluted common share to
shareholders of record on September 8 and 21, 2005, respectively.
The third quarter and year to date financing activities of 2005
include proceeds from stock option exercises of $18.5 million and
30.8 million, respectively.  The proceeds for the nine-month
period ended September 30, 2005 were more than offset by
distributions to non controlling interests of $15.2 million as
well as by repayments of long term debt of $44.4 million.  The
repayment of long term debts include the repayment of the
Company's equity subordinated debentures which were the only long
term debt at the corporate level.  The source of cash provided by
financing activities in the nine months ended September 30, 2004
was $76.1 million of proceeds from issuances of our common shares.
These proceeds were partially offset by $32.0 million of scheduled
repayments of MobiFon's and Oskar Mobil's senior credit
facilities, $14.2 million of which occurred during the third
quarter, the early redemption of $2.3 million of MobiFon Holding's
senior notes during the quarter, as well as by $32.1 million
distributed to minority shareholders of MobiFon, $20.9 million of
which was distributed during the third quarter.

Cash, cash equivalents and short-term investments totaled
$259.6 million as of September 30, 2005, which represents the U.S.
equivalent of Cdn$301.9 million.  Cash equivalents and short-term
investments consist of bank deposit notes and commercial paper.

The Company continues to hold certain reserves in cash, cash
equivalents and restricted short-term investments to meet future
estimated costs and potential liabilities.  The timing and size of
future distributions by the Company depend on its ability to free
up these reserves as it settles or otherwise makes final
determination of its liabilities.  The most significant of these
is a reserve totalling Cdn$255 million or approximately Cdn$1.14
per share for potential tax liability.  The taxation authorities
have not, however, yet assessed the specific amount of their
claims and assessments may not be delivered for several months.
The Company believes that there are no material amounts owing to
taxation authorities.  However, there can be no certainty as to
whether or not the tax authorities will propose adjustments that
may reduce potential future distributions.

Accordingly, there can be no certainty that the Company will be
able to make further distributions or that cumulative
distributions will equal to the Target Return of Cdn$19.9614 per
share plus Investment Income (as defined in the Information
Circular).  Taking into account the Investment Income of
approximately Cdn$0.15 earned as of September 30, 2005 and the
First Distribution of Cdn$18.80 paid on September 27, 2005, the
amount of future distributions should not be expected to exceed
approximately Cdn$1.31 per share.  TIW does not expect to realize
a material amount of additional Investment Income in periods
subsequent to September 30, 2005.

Telesystem International Wireless Inc. operates under a court
supervised Plan of Arrangement to complete the transaction with
Vodafone announced on March 15, 2005, proceed with its
liquidation, including the implementation of a claims process and
the distribution of net cash to shareholders, cancel its common
shares and proceed with its final distribution and be dissolved.


TODD MCFARLANE: Wants to Borrow $400K from TMP to Pay Admin. Fees
-----------------------------------------------------------------
Todd McFarlane Productions, Inc., asks the U.S. Bankruptcy Court
for the District of Arizona, to borrow $400,000 on an unsecured
basis from one of its affiliates, TMP International, Inc., aka
McFarlane Toys.

The Debtor's cash on hand is about $200,000.  That amount, the
Debtor says, is insufficient to fund its operations while
remaining current in the payment of administrative fees and
expenses incurred in connection with its chapter 11 case.  In
particular, the Debtor needs cash to pursue the resolution of the
insurance litigation, the Twist Appeal and the Gaiman Litigation.
The Debtor says it can't possibly propose a meaningful
reorganization plan without resolving at least the insurance
litigation.

The Debtor proposes to grant TMP priority in payment that is
subordinated to other administrative claimants.  Pursuant to the
terms of DIP financing agreement, advances outstanding under the
DIP will bear interest at an annual rate equal to the Prime Rate
plus 2%.  In addition, upon the occurrence of an event of default,
the DIP will bear interest at an annual rate equal to the Prime
Rate plus 5%.  The loan will mature a year after the Court
approves the loan or when a plan of reorganization becomes
effective, whichever comes first.

                     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.


TORCH OFFSHORE: Wants Marathon EG Settlement Agreement Approved
---------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana to approve
its settlement agreement with Marathon EG Production Limited.

Both parties entered into a contract agreement on April 20, 2004,
pursuant to which the Debtors agreed to construct offshore
pipeline for Marathon in Equatorial Guinea.  Marathon owes an
undisputed amount of $4,995,469 to the Debtors' services performed
under the construction contract.

Pursuant to the primary terms and conditions of the settlement
agreement, Marathon will:

   1) pay the sum of $1,760,545 as initial payment to the Debtors;

   2) retain the aggregate amount of $3,324,924, which is equal
      to:

       i) $2,949,924 in respect of subcontractor lien claims, plus

      ii) $250,000 for warranty claims, plus

     iii) $35,000 in exchange for a release of the Debtors'
          obligations;

   3) retain the subcontractor claims retention amount until the
      first to occur of any of the following:

       i) the Debtors settle any subcontractor claim and provides
          lien waivers upon payment;

      ii) the time has expired for any subcontractor to exercise
          rights, if any, against Marathon or the contract,
          including but not limited to, the timely filing of valid
          liens against the contract; and

     iii) the Court enters a final order authorizing:

          a) Marathon to offset the retention amount against any
             alleged liens or

          b) any other dispositions of such funds;

   4) retain the warranty retention amount in accordance with the
      terms of the construction contract; and

   5) enter into reciprocal releases with the Debtors for any and
      all claims related to the construction contract.

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.


UAL CORP: Bankruptcy Court Approves Disclosure Statement
--------------------------------------------------------
The Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois approved the disclosure statement
explaining UAL Corporation and United Airlines, Inc.'s plan of
reorganization at a hearing yesterday, Oct. 20.

The Court held that the Disclosure Statement contains adequate
information pursuant to Section 1125 of the Bankruptcy Code that
will "enable a hypothetical reasonable investor typical of holders
of claims or interests of the relevant class to make an informed
judgment about the plan."

Around 50 creditors, led by the Pension Benefit Guaranty
Corporation, have objected to the Disclosure Statement.
Creditors argued that the Disclosure Statement fails to provide
enough information for them to cast an informed vote on the Plan.

The Debtors informed the Court at the hearing that they have
resolved the major objections to the Disclosure Statement.

The Court also approved procedures for the solicitation and
tabulation of votes on the Plan.

Following approval of the Debtors' Disclosure Statement, the
Debtors shortly filed an amended Plan and Disclosure Statement to
reflect the Court's ruling.

Under the amended Plan, unsecured creditors will get 4% to 8% of
their claim.

The revised Disclosure Statement will also reflect JPMorgan Chase
Bank, N.A. and Citicorp USA, Inc.' s combined commitment to
provide the cash-strapped airline with an exit loan facility of up
to $3,000,000,000.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UAL CORP: Trustees Submit Allocation for Claims Distribution
------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 6, 2005, the
U.S. Bankruptcy Court for the Northern District of Illinois
approved a settlement agreement among UAL Corporation and its
debtor-affiliates, certain pass-through trustees, subordination
agents, indenture trustees, or loan trustees, and the controlling
groups of holders of various public debt instruments that will
result in present value savings of over $2,900,000,000.

Judge Wedoff authorized and directed the Trustees to modify the
relevant operative documents for the Transactions as necessary
and appropriate to implement the Settlement on terms
substantially set forth in the Term Sheet.

U.S. Bank, The Bank of New York, and Wells Fargo Bank submit a
notice of allocation for the distribution of the settlement of
administrative claims for Pre-1997 Public Debt Aircraft.

Leo T. Crowley, Esq., at Pillsbury, Winthrop, Shaw, Pittman, in
New York City, recounts that pursuant to the Aircraft Finance
Settlement, the Debtors agreed to pay $65,000,000 to be
distributed among the Pre-1997 Public Debt Group transactions.
In addition, the Debtors agreed to direct the Pension Benefit
Guaranty Association to assign, for the benefit of the
Securityholders in the Pre-97 Public Debt Group transactions,
$.50 of each $1.00 of value derived from 45% of the PBGC's
unfunded benefit liability claim, with a maximum value of
$100,000,000.

Thus, the Securityholders Pre-1997 Public Debt Transactions are
to receive up to $165,000,000 to settle administrative claims
against the Debtors.  The Settlement does not allocate these
amounts among the various transactions.

The participants in each Pre-1997 Public Debt Group transaction
have agreed to an allocation of the potential $165,000,000.  The
allocation is based on a variety of factors, including:

   1) the amount of the asserted administrative expense claims
      for each transaction;

   2) the diminution in value of owned aircraft;

   3) the estimated "maintenance burn" for the aircraft; and

   4) certain special considerations, including:

         a) fees and expenses incurred by certificateholders in
            the 1993A and 1993 C Pass Through Trust Transaction
            and the JETS 1995 A transaction due to the antitrust
            litigation; and

         b) an allocation to a transaction that received no
            adequate protection payments during bankruptcy.

After providing for special situations, the remaining amount was
halved:

   -- 50% is allocated pro rata for Section 365(d)(10) and
      Section 503(b) claims and diminution in value claims; and

   -- 50% is allocated pro rata for maintenance burn and return
      condition claims.

The allocation has been approved by the requisite majority of
holders in the controlling tranches for each transaction.  Mr.
Crowley assures the Court that the allocation is fair and
reasonable.  The allocation has been disclosed to the Debtors and
the Official Committee of Unsecured Creditors.

             Transaction                Allocation
             -----------                ----------
              1996 PTC                    2.27%
              1995 PTC                    7.26%
              JETS 1995-A                12.95%
              JETS 1995-B                15.41%
              JETS 1994-A                 6.08%
              1994 AA PTC                 1.57%
              1994 BB PTC                 2.19%
              1993 A PTC                  8.97%
              1993 B PTC                  2.17%
              1993 C PTC                  2.15%
              1992 A PTC                  3.15%
              1991 A PTC                  5.24%
              1991 B PTC                  1.24%
              1991 A ETC                  2.09%
              1991 B ETC                  2.38%
              1991 C ETC                  1.15%
              1991 D ETC                  1.10%
              1991 E ETC                  1.18%
              N172UA                      5.23%
              N319UA                      1.53%
              N321UA                      1.49%
              N322UA                      1.34%
              N352UA                      1.09%
              N354-357UA                  2.30%
              N358-361UA                  1.72%
              N362UA                      1.38%
              N363UA                      1.43%
              N533UA                      1.19%
              N650UA                      2.76%

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Agrees to Allow Bank of New York's Claim as Unsecured
---------------------------------------------------------------
The Bank of New York Trust Company is the successor Indenture
Trustee for the Indianapolis Airport Authority 6.5% Special
Facility Revenue Bonds, Series 1995A.  BNY filed Claim No. 43696
related to these securities.  UAL Corporation and its debtor-
affiliates objected to Claim No. 43696, arguing that it required
reclassification as a general unsecured claim.

Pursuant to a Court-approved stipulation, the Debtors and BNY
agree that Claim No. 43696 will be classified as a general
unsecured claim.  Nothing will prejudice or restrict BNY's or the
IAA's rights or defenses connected to other claims or the Bonds.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Sells $777 Million Debt to 13 Fixed Income Investors
----------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported that debt totaling
$777 million, of which $752 million was backed by the government,
has been sold at a slight premium to par to 13 fixed income
investors.  These loans were granted to the former America West
Airlines and US Airways in the aftermath of Sept. 11, 2001.  The
total current outstanding balance of these loans is $832 million,
with $55 million held by two other existing investors.  Terms
associated with those loans remain unchanged, with the former
America West loan terminating in 2008 and the former US Airways
loan terminating in 2010.

The Air Transporation Stabilization Board loan program, which was
open to all airlines in the aftermath of Sept. 11, 2001, was
created as part of the Air Transportation Safety and System
Stabilization Act.  This Act was put into place to stabilize an
industry vital to the nation's economy at a time when the private
capital markets were closed as a result of terrorist Acts of War
against the United States.

US Airways Group Chairman, President and CEO Doug Parker said,
"Today's announcement signifies the payoff of both the former
America West and US Airways government-backed loans.  Not only has
the government received full payment of its original loans, with
interest and fees totaling approximately $180 million, taxpayers
also received an additional $116 million earlier this month when
the ATSB sold warrants associated with America West's original
loan.

"When the ATSB loan guarantee program was put into place, there
was much skepticism surrounding both America West's and US
Airways' ability to ever repay their loans.  With the loan now
successfully remarketed, and with the ATSB receiving full payment
including interest as well as additional funds related to America
West's warrants, that skepticism has been put to rest.

"In addition, with the merger between America West and US Airways
complete, we now have a stronger, more viable airline supported by
more than $2.5 billion in total cash.  We will continue to provide
expansive air service that is vital to our nation's economy.  To
say we are proud of this accomplishment would be an
understatement, and we commend Congress and the Administration for
taking the bold steps necessary after Sept. 11 that today have
come full circle."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

US Airways and America West's recent merger creates the fifth
largest domestic airline employing nearly 38,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 4,000 flights per day and serve more
than 225 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.


WASHINGTON COUNTY CASINO: Moody's Rates $110 Million Debts at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Washington
County Casino Resort, LLC's $15 million 5 year senior secured
revolving credit facility due 2010, its six year $95 million
secured delayed draw term loan B due 2011.  The Corporate Family
Rating is B3 and the rating outlook is stable.  The ratings are
subject to the successful completion of the Facilities and review
of final terms and documentation.  The Facilities plus $36.6
million cash equity will be used to construct the Riverside Casino
& Golf Resort in Washington County, in central Iowa near Iowa
City.  The project cost is estimated to be $135 million and is
expected to open in October 2006.

Key credit concerns are:

   * development and ramp-up risk;

   * the project's ability to achieve the projected rate of
     return; and

   * the issuer's single asset profile.

The project is being built pursuant to a design and build
construction contract, and so the final construction cost could
change.  However, the issuer is required to have 80% of project
costs subcontracted prior to any advance under the Facilities;
currently, about 52% of sub-contracts have been bid out and are
running under budget.  Pursuant to the disbursement agreement, the
facilities can only be accessed after all equity proceeds are
exhausted and other conditions are met.

The project budget contains an unallocated contingency reserve of
$3.2 million or 2.7% of the construction budget ($117 million),
and provides for capitalized interest during construction.
Projections indicate that about $12 million will be available
under the revolving credit facility to support development.

Additional liquidity is provided in the form of a subordinated
note commitment from Jefferies & Company, Inc. Jefferies will
agree to place or provide up to $10 million in subordinated loans,
subject to a number of conditions, to the issuer if there are not
sufficient funds to enable the casino to be operating by December
2006 plus operating shortfalls to pay interest post opening
through October 2007.

Although Riverside has no direct gaming competition within a 25
mile radius, there are several competiting facilities that are
upgrading and adding amenities within an approximate 75-100 mile
radius, and another new casino project is expected to open as
well.  Thus, Riverside will need to capture market share from
existing operators, as well as grow the overall central Iowa
market.  Iowa's gaming revenues have grown in the low to mid
single digits in recent years, and the eastern and central markets
experienced lower growth in 2004 causing concern about the time it
may take Riverside to reach projected revenues levels.

The project sponsors operate two other riverboat casinos in Iowa
within Riverside's competitive market which creates a conflict.
The sponsors are in the process of selling these casinos, but the
documents do not require a sale to be consummated.  Moody's notes
pursuant to Iowa gaming regulations, gaming must be re-approved by
county voters every eight years; the next referendum will occur in
2010 -- around the maturity date of the Facilities.

Positive ratings consideration is given to:

   * the significant equity support equal to 27% of project costs;

   * the sponsors gaming development and operating experience
     in Iowa; and

   * Riverside's proximity to the Iowa City area which is the
     region's most populated city and among the more economically
     developed market areas.

The stable ratings outlook anticipates that the project will be up
and running by the expected completion date, and will generate a
sufficient return to meet debt service requirements.  A successful
opening combined with meeting targeted returns could result in a
higher rating.  Ratings could be lowered if the project runs into
material construction delays, cost overruns or liquidity problems,
and/or fails to generate enough cash flow to pay debt service
post-construction.

The Facilities will be secured by a first priority security
interest in all the borrower's and any subsidiaries' present and
future assets, including all capital stock of and equity interests
in the borrower and its subsidiaries.  The Facilities will be
jointly and severally guaranteed by all present and future
domestic subsidiaries.

Washington County Casino Resort, LLC is owned by:

   * Catfish Bend Casinos, L.C. (43.75%);

   * Kehl Management Inc. and Kehl Development Corp.(16.05%); and

   * about 361 other local Iowa investors (40.2%) who purchased
     their interest pursuant to an Iowa intrastate public
     securities offering.

Catfish Bend is owned by:

   * Kehl Development (51.5%); and
   * about 438 local Iowa investors.

The Issuer has entered into a Management Agreement with Catfish
Bend who is responsible for managing Riverside; Catfish Bend has
entered into a Development Agreement with Kehl Management, Inc.
and Kehl Development Corp pursuant to which Kehl provides
development and start-up services to Catfish until opening.

Catfish Bend has also entered into a Management Services agreement
with Riverside Management Inc. from opening until 2011.  The
management fee is subordinated and will not be paid in an event of
default.  The $36.6 million equity has already been contributed to
the Issuer and is being used to fund construction.

The total project cost is estimated at $135 million; the project
will consist of a 58,000 square foot casino, a 200 room hotel,
championship golf course, 1,200 seat event center, spa and fitness
center and 2,400 parking spaces.  The Facilities contain customary
terms that limited restricted payments, additional debt,
additional liens, transactions with affiliates, among others.

Washington County Casino Resort L.L.C. is a development stage
company that is developing a casino, hotel and golf resort in
Washington County, Iowa.


WINN-DIXIE: Equity Panel Taps Jefferies & Co. as Financial Advisor
------------------------------------------------------------------
The Official Committee of Equity Security Holders seeks the
Court's authority to retain Jefferies & Company, Inc., as its
financial advisor in the Debtors' Chapter 11 cases, effective as
of Sept. 1, 2005.

David Jennis, Esq., at Jennis & Bowen, P.L., in Tampa, Florida,
relates that the Equity Committee needs the services of a
financial advisor to be able to evaluate the complex financial
and economic issues raised by the Debtors' reorganization
proceedings and to effectively fulfill its statutory duties.  The
Equity Committee believes that Jefferies is best suited to
provide that expert advise and guidance.

The Equity Committee says that its selection of Jefferies was
based on the firm's established experience in representing
secured and unsecured creditors, equity constituencies, acquirers
and other parties-in-interest in contentious and consensual
Chapter 11 cases, work-outs and restructurings, and other matters
relating to financially distressed companies.  Since 1990,
Jefferies' professionals have been involved in over 100
restructurings representing over $75 billion in restructured
debt.

As financial advisor, Jefferies will:

   (a) become familiar with and analyze the Debtors' business,
       operations, assets, financial condition and prospects;

   (b) advise the Equity Committee on the current state of the
       "restructuring market;"

   (c) assist and advice the Equity Committee in examining and
       analyzing any potential or proposed strategy for
       restructuring or adjusting the Debtors' outstanding
       indebtedness or overall capital structure, whether
       pursuant to a plan of reorganization, a sale of assets or
       equity under Section 363 of the Bankruptcy Code, a
       liquidation, or otherwise;

   (d) assist and advice the Equity Committee in evaluating and
       analyzing the proposed implementation of any
       Restructuring, including the value of the securities, if
       any, that may be issued under any plan of reorganization;
       and

   (e) render other financial advisory services as may from time
       to time be agreed on by the parties.

Jefferies will be paid:

   -- a $125,000 monthly fee until the firm has been paid
      $375,000 in total monthly fees, and $100,000 per month
      thereafter; and

   -- a success fee equal to:

      (1) 1% of any recoveries by the holders of the Debtors'
          equity securities aggregating $150,000,000;

      (2) 1.25% of any recoveries by Equity aggregating between
          $150,000,000 and $300,000,000; and

      (3) 1.5% of any recoveries by Equity aggregating in excess
          of $300,000,000.

      A credit equal to 50% of all Monthly Fees paid to Jefferies
      in excess of $375,000 will be applicable against the
      Success Fee, if any.

Moreover, Jefferies will be reimbursed for all necessary out-of-
pocket expenses it incurs in connection with its engagement.

William Q. Derrough, a member of the firm, discloses that from
time to time, Jefferies has provided services to and made
transactions with certain creditors and other parties-in-
interests of the Debtors in matters unrelated to the Chapter 11
cases.  However, Mr. Derrough assures the Court that none of
these relationships constitute interests materially adverse to
the Equity Committee in matters for which the firm is employed.

                 Creditors Committee Responds

The Official Committee of Unsecured Creditors asserts that it is
premature to permit the Equity Committee to retain any
professional at this point in time.

Patrick P. Patangan, Esq., at Akerman Senterfitt, in
Jacksonville, Florida, relates that the Creditors Committee's
motion to disband the Equity Committee is still pending and
scheduled for hearing on November 16, 2005.  Thus, if the
Disbandment Motion will be granted, the Equity Committee's
selection of professionals would logically be rendered moot.

To prevent unnecessary depletion of estate resources, the
Creditors Committee asks the Court to postpone the consideration
of the Equity Committee's application to retain Jefferies pending
the resolution of the Disbandment Motion.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Equity Panel Wants Jennis & Bowen as Local Counsel
--------------------------------------------------------------
On Sept. 7, 2005, Winn-Dixie Stores, Inc., and its debtor-
affiliates' Official Committee of Equity Security Holders sought
the authority of the U.S. Bankruptcy Court for the Middle District
of Florida to retain Paul, Hastings, Janofsky & Walker LLP as its
legal counsel.

The Equity Committee and Paul Hastings have chosen Jennis &
Bowen, P.L., to serve as the Committee's local co-counsel to
represent its interests in the Debtors' Chapter 11 proceedings.
Jennis & Bowen maintains its office in Tampa, Florida.  David S.
Jennis, Esq., and Chad S. Bowen, Esq., would assume primary
responsibility as local bankruptcy counsel.

The Equity Committee discloses that Messrs. Jennis and Bowen are
experienced bankruptcy practitioners and have represented both
creditors and debtors in other bankruptcy reorganization cases.

By this application, the Equity Committee seeks the Court's
authority to retain Jennis & Bowen as its local co-counsel, nunc
pro tunc to Aug. 18, 2005.

In assistance to Paul Hastings, Jennis & Bowen will:

   (a) advise the Equity Committee with respect to its rights,
       powers, and duties in the Debtors' Chapter 11 cases;

   (b) assist the Equity Committee in analyzing its claims and
       interests and in negotiating with creditors and the
       Debtors;

   (c) assist the Equity Committee in its analysis of, and
       negotiations with, the Debtors or any third parties
       concerning matters related to, among other things, the
       terms of any Chapter 11 plan of reorganization or
       liquidation;

   (d) assist and advise the Equity Committee with respect to its
       communications with the general equity body regarding
       significant matters in the Debtors' Chapter 11 cases;

   (e) review, analyze, and advise the Equity Committee with
       respect to documents filed with the Court, and make
       related appearances as necessary;

   (f) assist the Equity Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Equity Committee's interests and objectives, and make
       appearances with respect to, as necessary; and

   (g) perform other legal services as may be required and are
       deemed to be in the interests of the Equity Committee in
       accordance with its powers and duties.

The firm will be paid in accordance with its current hourly
rates.  Mr. Jennis charges at $285 per hour and Mr. Bowen at $225
per hour.  Additional attorneys and legal assistants will be
staffed to work on the firm's representation as necessary.

Jennis & Bowen will also be reimbursed for necessary out-of-
pocket expenses incurred.

Mr. Jennis discloses that the firm has represented two creditors
of the Debtors -- Cameron Sanford Company LLC and Lake Placid
Groves LLC.  However, Mr. Jennis assures the Court that these
representations are concluded and the matters have been closed.
Thus, Jennis & Bowen is a disinterested person and does not hold
or represent any interest adverse to the Debtors' estate.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WYANDOTTE YACHT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Wyandotte Yacht Club
        7385 West Jefferson
        Ecorse, Michigan 48229

Bankruptcy Case No.: 05-83472

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Kenneth M. Schneider, Esq.
                  645 Griswold, Suite 3900
                  Detroit, Michigan 48226
                  Tel: (313) 237-0850

Estimated Assets: $1 Million to $10 Million

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

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


XYBERNAUT: Daniel J. Hurson OK'd as Equity Panel's Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave the Official Committee of Equity Security Holders of
Xybernaut Corporation and its debtor-affiliate permission to
employ Law Offices of Daniel J. Hurson as its special counsel.

As previously reported, Daniel J. Hurson will:

   1) assist the Equity Committee in investigating the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and the operation of their businesses;

   2) participate in the formulation of the Debtors' chapter 11
      plan and in other matters relevant to formulation of that
      plan;

   3) assist the Committee in the investigations of the Debtors
      being conducted by the U.S. Securities and Exchange
      Commission and the U.S. Dept. of Justice;

   5) assist in investigating the potential litigation to be
      brought on behalf of the shareholders against former
      officers and directors of the Debtors and the former
      accountants and other professionals providers of the
      Debtors;

   6) assist in investigating the various lawsuits brought by or
      on behalf of shareholders and former shareholders of the
      Debtors and in various directors' and officers' insurance
      coverage related issues and general corporate matters and
      securities matters; and

   7) render all other necessary legal services to the Equity
      Committee that are in the interest of the Debtors'
      shareholders.

Daniel J. Hurson, Esq., and Daniel W. Hurson, Esq., are the lead
professionals of the Firm performing services to the Equity
Committee.  Daniel J. Hurson disclosed that his Firm requested a
$30,000 retainer from the Debtors' estates.

Daniel J. Hurson charges $375 per hour for his services, while
Daniel W. Hurson charges $225 per hour for his services.

Daniel J. Hurson assured the Court that his Firm does not
represent any interest materially adverse to the Equity 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.


XYBERNAUT CORP: Connolly Bove Approved as Equity Panel's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave the Official Committee of Equity Security Holders of
Xybernaut Corporation and its debtor-affiliate permission to
employ Connolly Bove Lodge & Hutz LLP as its counsel.

As previously reported, Connolly Bove will:

   1) advise and consult the Equity Committee with regards to its
      powers and duties to review and analyze the continued
      management and operation of the Debtors' business and
      properties and on the conduct of the Debtors' chapter 11
      cases;

   2) advise the Committee in connection with any potential sale
      of the Debtors' assets or business combinations, and on
      matters relating to the evaluation of the assumption,
      rejection or assignment of unexpired leases and executory
      contracts;

   3) advise the Committee with respect to legal issues relating
      to the Debtors' ordinary course of business, including
      attendance at management meetings and meetings with the
      Debtors' legal, financial and bankruptcy advisors and
      meeting with the Debtors' board of directors;

   4) analyze proposed actions to protect and preserve the
      Debtors' estates, including the prosecution of actions and
      proceedings, the defense of actions and proceedings
      commenced against the Debtors, negotiations concerning all
      litigation in which the Debtors are involved and objections
      to claims filed against the estate'

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

   6) analyze, review and negotiate on behalf of the Committee any
      proposed plan of reorganization or plan of liquidation and
      its accompanying disclosure statement and obtain
      confirmation for that plan;

   7) attend meetings with third parties and appear before the
      Bankruptcy Court, other courts, and the U.S. Trustee to
      protect and preserve the interests of the Committee; and

   8) perform all other legal services to the Equity Committee in
      connection with the Debtors' chapter 11 cases.

Craig B. Young, Esq., a Counsel of Connolly Bove, is one of the
lead attorneys for the Equity Committee.  Mr. Young charges $385
per hour for his services.  Mr. Young discloses that his Firm is
requesting to be paid a $70,000 retainer from the Debtors'
estates.

Mr. Young reported Connolly Bove's professionals bill:

      Designation              Hourly Rate
      -----------              -----------
      Sr. Counsel & Partners      $385
      Associates                  $190
      Paraprofessionals        $130 - $150

Connolly Bove assured the Court that it does not represent any
interest materially adverse to the Equity 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.


* Finance Partner Roger Zaitzeff Joins Sheppard Mullin's NY Office
------------------------------------------------------------------
Roger Zaitzeff, Esq., has joined the New York office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Finance &
Bankruptcy practice group.  Mr. Zaitzeff previously practiced with
Swidler Berlin in New York and has over twenty-five years of
experience in domestic and international finance and in banking
and securities regulatory law.

Mr. Zaitzeff represents companies, financial institutions and
governmental organizations in the establishment of credit
facilities and domestic and international offerings of securities
including syndicated offerings.  He works on structured
financings, asset securitization programs, municipal offerings,
securities lending and repurchase agreement programs, commercial
paper and medium term note offerings, deposit offerings,
acquisition financings, swaps and derivatives, and sovereign debt
offerings.

Mr. Zaitzeff advises financial institutions on bank regulatory
matters as well as securities laws applicable to banks and
securities firms and their affiliates including broker-dealer
affiliates under the Securities Act of 1933, the Securities
Exchange Act of 1934, the Government Securities Act, the
Investment Company Act of 1940, and the Investment Advisers Act of
1940.  He provides advice to domestic and foreign financial
institutions including domestic and foreign banks on the Federal
Reserve Act, the Bank Holding Company Act, the National Bank Act,
the Federal Deposit Insurance Act, the Federal Home Loan Bank Act,
Gramm-Leach-Bliley, Sarbanes-Oxley, the USA Patriot Act, the
Commodity Futures Modernization Act, and other federal and state
banking laws.

James J. McGuire, managing partner of the firm's New York office,
said, "We are pleased to welcome Roger to Sheppard Mullin.  His
arrival furthers the firm's strategic growth plans of expanding
our New York presence in key practice areas.  Roger is the fourth
finance partner to join us in New York over the past two months."

"Sheppard Mullin has a well-entrenched finance group nationally
which has been the core of the firm's business historically.  I am
excited to build its presence on the East Coast and look forward
to growing the practice with my colleagues in the New York office
and across the system," commented Mr. Zaitzeff.

"Roger's focus on large sophisticated finance deals and bank and
securities law regulatory issues makes him a valuable addition to
the group," said Alan Martin, the chair of the Finance &
Bankruptcy practice group.  "Our business and financial industry
experience, combined with talented lawyers such as Roger, makes us
a preferred choice for representation by banks and other financial
institutions."

Mr. Zaitzeff received his law degree from University of
California, Berkeley in 1969, an M.A., with distinction, from
University of California Berkeley in 1963, and a B.A., high
distinction/high honors/phi beta kappa, University of Michigan, as
a William Jennings Bryan winner and Heller Grant winner, in 1962.

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.


* Huron Consulting Names Two New Managing Directors to Firm
-----------------------------------------------------------
Domenic J. Champa and Susan L. Storey will join Huron Consulting
Group (NASDAQ:HURN), a financial and operational consulting
services provider, as managing directors.  In addition, Barry G.
Radick joins as a director.

"Dom, Susan and Barry bring excellent attributes to Huron's
Performance Improvement and Corporate Advisory Services practices.
They come to us at a time when the experience, skills and focus of
our people are more critical than ever in helping clients excel,"
said Gary E. Holdren, chairman and chief executive officer, Huron
Consulting Group.  "We are delighted to have these talented
professionals join us."

Domenic J. Champa brings more than 25 years of consulting
experience to Huron's Performance Improvement practice.  His
expertise in process improvement, new business development, and
total project management was honed primarily in the consumer
products industry.  Mr. Champa comes to Huron from Pembroke
Associates, where he was a managing director and founding partner.
He has also held senior management positions with A.T. Kearney
Inc. and KPMG Peat Marwick as a vice president and senior manager,
respectively.  Mr. Champa received his B.A. from Suffolk
University.  He is based in the Company's New York office.

Susan L. Storey, managing director in Huron's Corporate Advisory
Services practice, has worked for 20 years with companies in
various stages of distress and turnaround during the restructuring
process.  She also has extensive international restructuring and
privatization experience working with governmental agencies and as
an interim CEO at several overseas companies.  Her industry
experience includes steel, aircraft manufacturing, consumer
products, retail, and financial services.  Before joining Huron,
Ms. Storey was a managing director at Getzler Henrich &
Associates.  She was also a partner at KPMG in the Global
Financial Strategies/Corporate Recovery practice where she
launched the restructuring practice for KPMG in Los Angeles.  Ms.
Storey is a member of the International Women in Insolvency and
Restructuring Confederation, the Turnaround Management
Association, and the American Bankruptcy Institute.  She received
her B.A. from Boston College.  Ms. Storey is based in Huron's New
York office.

Barry G. Radick has more than 34 years of experience in assisting
and advising clients with restructuring, crisis management,
bankruptcy, and other financial matters.  He joins Huron as a
director in the Corporate Advisory Services practice.  Before
coming to Huron, Mr. Radick was principal and vice president at
the advisory firm of Walker, Truesdell, Radick & Associates, Inc.
He spent nearly 30 years of his career at the law firm of Milbank,
Tweed, Hadley & McCloy, where he was a general partner and co-head
of the national bankruptcy/restructuring practice.  Mr. Radick
received his J.D. from St. John's University School of Law and his
B.A. from Rutgers University. He is based in the Company's New
York office.

               About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--  
provides services to a wide variety of both financially sound and
distressed organizations, including Fortune 500 companies, medium-
sized businesses, leading academic institutions, healthcare
organizations, and the law firms that represent these various
organizations.


* BOOK REVIEW: Panic on Wall Street
-----------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Hardcover:  469 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122468/internetbankrupt

"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."

What a terrific quote to find at the beginning of a book on a
financial catastrophe!  First published in 1968.  Panic on Wall
Street covers 12 of the most painful episodes in American
financial history between 1768 and 1962.  Author Robert Sobel
chose these particular cases, among a dozen or so others, to
demonstrate the complexity and array of settings that have led to
financial panics, and to show that we can only make ;the vaguest
generalizations" about financial panic as a phenomenon.  In his
view, these 12 all had a great impact on Americans of the time,
"they were dramatic, and drama is present in most important events
in history."  They had been neglected by other financial
historians.  They are:

      William Duer Panic, 1792
      Crisis of Jacksonian Fiannces, 1837
      Western Blizzard, 1857
      Post-Civil War Panic, 1865-69
      Crisis of the Gilded Age, 1873
      Grant's Last Panic, 1884
      Grover Cleveland and the Ordeal of 183-95
      Northern Pacific Corner, 1901
      The Knickerbocker Trust Panic, 1907
      Europe  Goes to War, 1914
      Great Crash, 1929
      Kennedy Slide, 1962

Sobel tells us there is no universally accepted definition if
financial panic.  He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as ".a wave of
emotion, apprehension, alarm.  It is more or less irrational.  It
is superinduced upon a crisis, which is real and inevitable, but
it exaggerates, conjures up possibilities, take away courage and
energy."

Sobel could find no "law of panics" which might allow us to
predict them, but notes their common characteristics.  Most occur
during periods of optimism ("irrational exuberance?").  Most arise
as "moments of truth," after periods of self-deception, when
players not only suddenly recognize the magnitude of their
problems, but are also stunned at their inability to solve them.
He also notes that strong financial leaders may prove a mitigating
factor, citing Vanderbilt and J.P. Morgan.

Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much research
has been carried out on war and its causes, little research has
been done on financial panics.  Panics on Wall Street stands as a
solid foundation for later research on the topic.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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