TCR_Public/051024.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, October 24, 2005, Vol. 9, No. 252

                          Headlines

A_______ M______: Case Summary & 20 Largest Unsecured Creditors
AES CORP: Lenders Set November 29 Deadline for Form 10-Q Filing
ALFRED SMITH: Case Summary & 14 Largest Unsecured Creditors
ALLEN CROSTHWAIT: Voluntary Chapter 11 Case Summary
ALLIED HOLDINGS: Gets Court Approval to Hire Kekst as Consultant

ALLIED HOLDINGS: Outlines Key Employee Retention Program
AMHERST TECHNOLOGIES: U.S. Trustee Wants Ch. 11 Trustee Appointed
APCO LIQUIDATING: Creditors Must File Proofs of Claim by Nov. 15
ARMOR HOLDINGS: Earns $26.5 Million of Net Income in 3rd Quarter
ASARCO LLC: Court Okays $4.3 Mil. Quarterly Pension Plan Payment

ASARCO LLC: Wants to Assume Four Road Machinery Contracts
ASSET BACKED: Fitch Downgrades Cert. Class Rating to CCC from BB
ATLAS AIR: Wake Smith to Leave Post as Chief Operating Officer
BANKATLANTIC BANCORP: Earns $16.3-Mil of Net Income in 3rd Quarter
BOOKS-A-MILLION: Earns $1.7 Million of Net Income in 2nd Quarter

BOYDS COLLECTION: Wants to Hire Kirkland & Ellis as Bankr. Counsel
CAPITAL GUARDIAN: Moody's Junks $15 Million Preference Shares
CARDIMA INC: Incurs $5.2 Mil. Net Loss in Period Ended June 30
CECIL STARNES: Case Summary & 2 Largest Unsecured Creditors
CENTRAL PARKING: Buying $75.3MM of Common Shares in Dutch Auction

CHARLES HUTCHESON: Voluntary Chapter 11 Case Summary
CHERYL LAWSON: Case Summary & 14 Largest Unsecured Creditors
COLLINS & AIKMAN: Joint Venture Eyes Collins & Aikman Purchase
COLLINS & AIKMAN: Settles Auto Alliance & RCO Engineering Dispute
COLLINS & AIKMAN: Committee Has Until Dec. 21 to Sue Lender Group

COMM-GROUP: Case Summary & 20 Largest Unsecured Creditors
CONGOLEUM CORP: Taps Covington & Burling as New Insurance Counsel
CONNECTICUT HEALTH: S&P Raises Revenue Bond Rating to BB+ from BB
COTT CORPORATION: Reports Third Quarter Financial Results
DEAN FOODS: Barry Fromberg Resigning as Executive VP & CFO

DEL GLOBAL: Earns $808,000 of Net Income in Fourth Quarter 2005
DELPHI CORP: Gets Interim Okay to Tap O'Melveny as Labor Counsel
DELPHI CORP: Gets Interim Nod to Tap Groom Law as Benefits Counsel
DELPHI CORP: Wants to Continue Hiring Ordinary Course Profs.
DUQUESNE LIGHT: S&P Rates Pref. Stock & Sr. Unsec. Debt at Low-B

EAGLEPICHER HOLDINGS: Moves to Terminate Inc.'s CEO Bert Iedema
EASTMAN KODAK: S&P Lowers Sr. Unsecured Debt Rating to B from B+
EMPIRE DISTRICT: S&P Assigns BB+ Ratings to Trust-Preferred Stock
EPIXTAR CORP: U.S. Trustee Meeting With Creditors on November 18
FORD MOTOR: $1.2B Pretax Loss Prompts S&P to Retain Low-B Ratings

GATEWAY INTERNATIONAL: Granted Appeal Hearing on SEC Proceedings
GEORGE CASSIDY: Case Summary & 20 Largest Unsecured Creditors
GLOBAL INTERNATIONAL: Voluntary Chapter 11 Case Summary
HEARTLAND GROUP: Security Fund's Report In & Objections Due Today
INNOVA PURE: Turner Stone Raises Going Concern Doubt

INTEGRATED HEALTH: Has Until January 4 to Object to Claims
INTERPUBLIC GROUP: S&P Affirms B+ Corporate Credit Rating
IVOW INC: Acquiring Sound Health Solutions in Cash & Stock Deal
JAMES ROSE: Case Summary & 4 Largest Unsecured Creditors
JETBLUE AIRWAYS: Reduced Earnings Cue to S&P to Lower Ratings

JOE GLADNEY: Case Summary & 4 Largest Unsecured Creditors
JERNBERG INDUSTRIES: Court Approves Chapter 7 Conversion
LEVITZ HOME: Judge Lifland Waives Sec. 345 Investment Guidelines
LEVITZ HOME: Gets Interim Order to Use Cash Management System
LEVITZ HOME: Gets Interim Okay to Maintain Existing Bank Accounts

LIFESTREAM TECHNOLOGIES: BDO Seidman Raises Going Concern Doubt
LIN TELEVISION: Moody's Rates $500 Million Facilities at Ba1
LUCRE INC: Case Summary & 20 Largest Unsecured Creditors
MCMORAN EXPLORATION: Equity Deficit Tops $60 Million at Sept. 30
MERRILL LYNCH: Fitch Rates $4.33MM Privately-Offered Class at BB

MESABA AVIATION: Wants to Maintain Existing Bank Accounts
MESABA AVIATION: Wants to Employ Ordinary Course Professionals
MESABA AVIATION: Wants to Pay Employees' Prepetition Salaries
MICHAEL BROWN: Voluntary Chapter 11 Case Summary
MID-STATE RACEWAY: Gets Sixth Interim Order to Use Cash Collateral

MORGAN STANLEY: S&P Places Ratings on CreditWatch Positive
NEWTEX INC: Case Summary & 55 Largest Unsecured Creditors
NEXSTAR BROADCASTING: Amends Senior Secured Credit Facilities
NORCROSS SAFETY: S&P Rates Planned $65M Sr. Sec. Term Loan at BB-
O'SULLIVAN INDUSTRIES: Can Continue Using Cash Management System

O'SULLIVAN IND: Gets Interim OK to Keep Existing Bank Accounts
ON SEMICONDUCTOR: Reports Third Quarter Financial Results
ORBITAL SCIENCES: Earns $6.8 Million of Net Income in 3rd Quarter
PATRICK THOMPSON: Voluntary Chapter 11 Case Summary
PHOTOCIRCUITS CORP: Court Approves Morgan Lewis as Special Counsel

PIXIUS COMMUNICATIONS: Gets Until Oct. 31 to File Amended Plan
PIXIUS COMMUNICATIONS: Hires Business Valuation as Appraiser
PIXIUS COMMUNICATIONS: Gets Court Nod to Assume Zimmerman Lease
POTLATCH CORP: Fitch Affirms BB+ Senior Unsecured Ratings
QWEST COMMUNICATIONS: S&P Rates Planned $750 Million Debt at BB

RAPSIL GROUP: Voluntary Chapter 11 Case Summary
REFCO INC: JPMorgan Chase Can Convert Currencies to U.S. Dollars
REFCO INC: Has Until December 31 to File Schedules and Statements
REFCO INC: Court Approves Joint Administration of Chapter 11 Cases
RIVERSIDE CHURCH: Case Summary & 8 Largest Unsecured Creditors

ROBERT MASSAM: Voluntary Chapter 11 Case Summary
ROBOTIC VISION: Trustee Brings In Donchess & Notinger as Counsel
ROBOTIC VISION: Trustee Taps Murtha Cullina as Special Counsel
ROUGE INDUSTRIES: Wants Exclusive Periods Extended to January 12
ROUGE INDUSTRIES: Wants Until January 16 to Remove Civil Actions

RYAN'S RESTAURANT: Negotiates Debt Pact Amendment with Lenders
SAVVIS INC: Sept. 30 Balance Sheet Upside-Down by $119.3 Million
SILGAN HOLDINGS: Earns $45.2 Mil. of Net Income in Third Quarter
SOUTHWEST RECREATIONAL: Settles Heller's Indemnification Claims
SOUTHWEST RECREATIONAL: Court Converts Ch. 11 Cases to Ch. 7

STEEL DYNAMICS: Earns $45 Million of Net Income in Third Quarter
UNISYS CORP: Moody's Revises Long Term Rating Outlook to Negative
VARTEC TELECOM: Further Amends Kane Russell's Engagement
VERESTAR INC: Panel Brings In FTI as Litigation Consultant
WINN-DIXIE: Wants to Resolve Remaining Reclamation Claims

XSTREAM BEVERAGE: Revises 2003 and 2004 Financial Statements

* Corporate Revitalization Elects Dennis Gerrard as Partner
* Focus Management Brings in Joanna W. Anderson

* BOND PRICING: For the week of Oct. 24 - Oct. 28, 2005


                          *********

A_______ M______: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: A_______ M______
        16640 Kennedy Road
        Los Gatos, California 95032

Bankruptcy Case No.: 05-58355

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtor's Counsel: William C. Lewis, Esq.
                  Law offices of William C. Lewis
                  510 Waverly Street
                  Palo Alto, California
                  Tel: (650) 322-3300

Total Assets: $4,056,570

Total Debts:  $4,461,482

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Berliner Cohen                                           $97,000
Ten Almaden Blvd., 11th Fl.
San Jose, CA 95113

Bank of Santa Clara           2003 Hummer H2             $45,000
P.O. Box 243                  Value of security:
Santa Clara, CA 95052         $43,000

American Express                                         $38,159
P.O. Box 0001
Los Angeles, CA 90096

GMAC                          2003 GMC 1/2 ton           $33,000
                              Pick-up
                              Value of security:
                              $32,000

E*Trade Consumer Finance      2000 Mastercraft           $26,000
Corp.                         Maristar
                              Value of security:
                              $25,000

Chase                                                    $20,181

Citi Cards                                               $19,227

Chase                                                     $6,082

Chase                                                     $3,105

Macy's                                                    $3,051

Bank of the West                                          $2,500

Sears                                                     $1,869

Nordstrom                                                 $1,755

Los Gatos MRI                                             $1,480

Chevron Credit Bank                                         $988

Victoria's Secret                                           $926

Jan Young                                                   $800

Good Samaritan Hospital                                     $554

California Emergency                                        $403
Physicians

Greg Caginia                                             Unknown

     *** Debtor's name redacted on May 19, 2008

AES CORP: Lenders Set November 29 Deadline for Form 10-Q Filing
---------------------------------------------------------------
AES Corporation's lenders under the Amended and Restated Credit
Agreement gave the Company until November 29, 2005, to file its
June 30, 2005, Form 10-Q financial statements.

Because the Company did not file its Form 10-Q by the SEC's filing
deadline, the Company was not in compliance with its indentures
governing its senior and senior subordinate notes, but that
non-compliance will not result in an automatic event of default or
the acceleration of the notes.

However, either the trustee under any of the indentures or the
holders of at least 25% of the outstanding principal amount of any
such series of notes would have the right to accelerate the
maturity of that series of notes if the Company failed to file and
deliver its June 30, 2005 Form 10-Q and other periodic reports
within 60 days after written notice of the default, unless holders
of a majority of each series of the notes waive compliance with
the filing and delivery requirement.

Under the indentures and the Amended and Restated Credit
Agreement, the Company must file periodic reports with the SEC and
furnish copies to the trustees and the noteholders under its
indentures and each lender under the credit facility.  All of the
indentures, provide that an event of default occurs thereunder
when an event of default occurs under any other indebtedness of
AES in excess of $50 million and either:

   (a) the default arises from the failure to pay the principal at
       final maturity; or

   (b) as a result of the default, the maturity of the debt has
       been accelerated and the acceleration has not been annulled
       within 60 days.

The Amended and Restated Credit Agreement contains a cross-default
provision that provides that the Company's default on indebtedness
in amounts in excess of $50 million would constitute an event of
default under the Amended and Restated Credit Agreement.

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

                         *     *     *

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

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


ALFRED SMITH: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alfred F. Smith, Jr.
        16725 Doyle Road
        Hemlock, Michigan 48626

Bankruptcy Case No.: 05-26070

Type of Business: The Debtor previously filed for chapter 11
                  protection on July 12, 2002 (Bank. E.D. Mich.
                  Case No. 02-22197) (Shapero, J.).  The case
                  was terminated on Dec. 6, 2004.

Chapter 11 Petition Date: October 24, 2005

Court: Eastern District of Michigan (Bay City)

Judge: Walter Shapero

Debtor's Counsel: Rozanne M. Guinta, Esq.
                  Lambert, Leser, Isackson, Cook & Guinta, P.C.
                  P.O. Box 835
                  Bay City, Michigan 48707-0835
                  Tel: (989) 893-3518

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Scientific Leasing                              $237,676
   314 West Genesee Avenue
   Saginaw, MI 48602

   US Bancorp                                       $90,455
   1550 East 79th Street, Suite 575
   Bloomington, MN 55425

   Miles Petroleum                                  $44,720
   433 South Pine Street, #1
   Hemlock, MI 48626

   Derrer Oil Co.                                   $11,913

   B&W                                              $10,379

   BMW Financial Services                            $6,810

   TCM/FSB                                           $5,194

   Credit Services of Michigan                       $3,895

   Capital One Services                              $1,275

   First Consumers National Bank                       $394

   Covenant Healthcare                                 $331

   Comprehensive Collection Services                   $169

   Covenant Healthcare                                 $138

   Russell Collection Agency                            $46


ALLEN CROSTHWAIT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Allen Edward Crosthwait
        d/b/a Allen E. Crosthwait Farms
        P.O. Box 166
        Houston, Mississippi 38851

Bankruptcy Case No.: 05-19292

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ALLIED HOLDINGS: Gets Court Approval to Hire Kekst as Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
Approved Allied Holdings, Inc., and its debtor-affiliates request
to employ Kekst and Company, Inc., as their corporate
communications consultant.

Kekst will:

    (a) develop and implement a comprehensive communications
        program designed to ensure:

        * that all key constituents receive accurate, useful
          and credible information;

        * the maintenance of management's integrity and
          credibility; and

        * the preservation of the Company's value;

    (b) assist them in the drafting or editing of any materials
        for communications with internal and external
        constituents, as well as serving, at their discretion, as
        spokespersons with the media, investors and other parties;
        and

    (c) assist them in the orderly effectuation of their Chapter
        11 cases as well as defining the reorganized Debtors'
        identities.

The current standard hourly rates of professionals in Kekst's
restructuring group range from $175 to $675 for certain senior
professionals.

The Debtors have paid Kekst a $140,000 retainer to be maintained
during their Chapter 11 cases and applied in accordance with
future Court orders.

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 No. 05-12515).  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: Outlines Key Employee Retention Program
--------------------------------------------------------
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, tells the U.S. Bankruptcy Court for the Northern District
of Georgia that Allied Holdings, Inc., and its debtor-affiliates'
ability to maintain their business operations and preserve value
for their estates is dependent on the continued employment, active
participation, and dedication of their employees, particularly the
management employees.

With the assistance of Mercer Human Resource Consulting, the
Debtors have identified 83 key employees.

The Debtors expect the Key Employees to assist their
reorganization professionals in processing the case and complying
with the numerous filing and reporting requirements associated
with the Chapter 11 process.

To lessen the disruption, the Debtors decided to provide their
Key Employees with an adequate incentive to continue their
employment.

In this regard, the Debtors ask the Court to approve a Severance
Pay and Retention and Emergence Bonus Plan for Key Employees.

                    Key Employee Retention Plan

Under the Retention Plan, the Covered Employees are divided into
four Tiers based on each Key Employee's position and the relative
importance and indispensability of that employee's contribution
to the Debtors' business operations.  They are entitled to these
benefits pursuant to the Plan:

   A. Severance Benefits

      The severance component of the Plan is intended to provide
      employees with the assurance that, if they are terminated,
      they will receive an appropriate level of severance
      compensation.  The Debtors believe that this assurance will
      motivate the employees to remain and focus on the Debtors'
      operations and the success and prosperity of their business
      enterprise.

      The Severance Plan provides Key Employees with a lump sum
      payment, depending on the position held by the employee and
      the impact of the employee's premature resignation.

      The Severance Benefits payable to the Key Employees range
      from 25% to 150% of their annual base salary, with a
      maximum potential cost to the Debtors of $5,622,975.

   B. Retention and Emergence Bonuses

      Under the Retention and Emergence Plan, each Key Employee,
      on certain milestones, will receive a stay bonus equal
      to a percentage of his or her base salary:

          Employee Category          Bonus Percentage Range
          -----------------          ----------------------
              Tier 1                      85% - 96%
              Tier 2                      59% - 85%
              Tier 3                      35% - 50%
              Tier 4                      20% - 25%

      In general, Stay Bonuses are payable in four installments:

      (a) One-fourth is payable as a retention bonus for Tier 1
          and Tier 2 Employees if the employee remains employed
          by the Debtors through and including the date of
          delivery of the Debtors' restructuring strategy;
          one-fourth is payable as a retention bonus to Tier 3
          and Tier 4 Employees if the employee remains employed
          by the Debtors through and including Milestone 1 or
          December 31, 2005, whichever is earlier;

      (b) One-fourth is payable as a retention bonus for Tier 1
          and Tier 2 Employees if the employee remains employed
          by the Debtors through and including the date that the
          Debtors file with the Court a plan of reorganization;
          one-fourth is payable as a retention bonus for Tier 3
          and Tier 4 employees if the employee remains employed
          by the Debtors through and including Milestone 2 or
          March 31, 2006, whichever is earlier;

      (c) One-fourth is payable to all Key Employees as a
          retention bonus if the employee remains employed by
          Debtors through and including the effective date of a
          confirmed plan; and

      (d) One-fourth is payable to all Key Employees as an
          emergence bonus if the employee remains employed by the
          Debtors through and including 60 days after the
          effective date of the Confirmed Plan.

In addition, the Key Employee Retention Plan allows the Debtors
to grant bonuses not exceeding $30,000 on a discretionary basis
to each selected employee other than the Key Employees.
The selection will be based on the employees' level of
contribution to the Debtors.  The Discretionary Bonus Pool is
included in the $4,566,301 total cost to the Debtors for the
Retention and Emergence Bonuses.

Pursuant to the Key Employee Retention Plan, Mr. Kelley explains
that terminated Key Employees who execute and do not revoke a
written separation agreement will be eligible to receive the
Severance Benefits unless their termination is a result of:

   * voluntary resignation without good reason;

   * termination for cause;

   * retirement, death, permanent disability or expiration of
     leave of absence after which the employee does not return
     to work;

   * failure to work through the date that employment is
     scheduled to be terminated; or

   * receipt of an employment offer from the purchaser of the
     Debtors' assets, which employment offer is on substantially
     the same terms and conditions as the employee's current
     employment with the Debtors.

Mr. Kelley notes that even if suitable replacements could be
found for the Key Employees, the costs involved in attracting and
training them will be formidable.  "It is clear that the obvious
benefits which will be realized from the implementation of the
Plan completely justify the attendant costs," he maintains.

                            Responses

(1) U.S. Trustee

William T. Neary, the United States Trustee for Region 6, tells
Judge Drake that the Debtors must show that the KERP is fair and
reasonable and that it was developed in the exercise of their
sound business judgment.  The U.S. Trustee asserts that the Court
should not approve the KERP absent a strong evidentiary showing
that it is essential to the retention of the Key Employees and to
the survival of the Debtors' business.

The U.S. Trustee points out that the KERP is heavily front-loaded
with easily obtainable goals because:

   a) fully half of the Stay Bonuses are payable to Tiers 1 and 2
      for merely consulting with the Committee and preparing and
      filing a plan; and

   b) payments to Tiers 3 and 4 are due merely upon the passage
      of time.

The U.S. Trustee suggests that:

   a) the estate would benefit from reducing the percentages of
      the Stay Bonuses payable upon completion of Milestones 1
      and 2;

   b) the Stay Bonus payments to Tiers 1 and 2 should be tied
      more substantially toward confirmation of a plan; and

   c) Tiers 3 and 4 employees should be paid only if the employee
      remains until the day his or her services are no longer
      needed.

Moreover, the U.S. Trustee contends that Stay Bonuses ranging
from 59% to 96% of base salary is excessive absent an evidentiary
showing to the Court.

(2) International Brotherhood of Teamsters

The International Brotherhood of Teamsters is the exclusive
representative for purposes of collective bargaining of about
5,000 of the Debtors' 6,400 employees in the United States and
Canada.  The Teamsters opposes the bonus program on these
grounds:

   (a) The program is unnecessary because there are few
       opportunities in the industry for executives to leave
       the company, and the Debtors have exaggerated the threat;

   (b) The program is highly suspect because the management
       officials who negotiated the program are those who
       principally stand to benefit personally from the program;

   (c) Bonuses of this enormous magnitude are not necessary to
       attract competent executives given the nature of the
       industry;

   (d) The severance program converts prepetition claims of
       dubious value into postpetition expenses of
       administration without a valid basis;

   (e) The program offers substantial rewards absent any
       evidentiary showing of necessity;

   (f) The design of the program is flawed in that management is
       not required to achieve anything of consequence to receive
       massive bonuses; and

   (g) The program will devastate the morale of rank-and-file
       employees by rewarding a management that has led the
       company into dire economic straits.

Frederick Perillo, Esq. at Previant, Goldberg, Uelmen, Gratz,
Miller and Brueggeman, S.C., in Milwaukee, Wisconsin, asserts
that Congress has expressed a very strong distaste for bonus
programs that result in the personal enrichment of the very
executives responsible for leading the company into bankruptcy.
"Such programs are an enormity in the bankruptcy world, as they
impose hardships on employees and small creditors, while
rewarding pre-bankruptcy management with huge bonuses and
guarantees of severance pay as expenses of administration, all
under the guise of 'preserving' their 'skills'," Mr. Perillo
argues.

Mr. Perillo points out that there is no showing that the Debtors
are actually threatened by, or face serious prospects of, flight
of its already highly paid executives.  The mere assertion that
some executives may leave employment is simply not sufficient,
even under the business judgment standard, to support the bloated
edifice of bonuses sought, he adds.

It is impossible for a significant portion of the Debtors'
management workforce to find alternative jobs at other automotive
carriers, Mr. Perillo contends.  "[L]ess than half of the
industry simply cannot absorb more than half of the industry's
executives; there is no room for them at other carriers," he
says.

More importantly, Mr. Perillo continues, there is no showing why
the Debtors' competitors would want to fire their own successful
management teams to replace them with executives from the only
carrier that has found it necessary to seek bankruptcy
protection, merely for the privilege of paying them premium
compensation.

Thus, the KERP is curiously devoid of an analysis of executive
compensation relative to the Debtors' direct competitors, Mr.
Perillo notes.  He insists that the motion presents no meaningful
assessment of whether fears of executive flight are realistic in
this context.

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 No. 05-12515).  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)


AMHERST TECHNOLOGIES: U.S. Trustee Wants Ch. 11 Trustee Appointed
-----------------------------------------------------------------
Phoebe Morse, Esq., the U.S. Trustee for Region 1, asks the U.S.
Bankruptcy Court for the District of New Hampshire to appoint a
chapter 11 trustee who will oversee the ongoing bankruptcy cases
of Amherst Technologies, LLC, and its debtor affiliates.

Ms. Morse asked for the appointment of a chapter 11 Trustee
following allegations of fraud, incompetence and gross
mismanagement of the Debtors' affairs prior to and during their
bankruptcy.

                      Committee Allegations

The Official Committee of Unsecured Creditors alleged that the
Debtors' chapter 11 cases have proceeded based on an undisclosed
prepetition agreement that effectively carved up equity in a
reorganized debtor primarily for the benefit of the Debtors'
management, David Lipson, and IBM Credit, LLC.

The Committee said the Debtors' omission skewed the playing field
in the Debtors' chapter 11 cases to the disadvantage of unsecured
creditors.

Allegations of dishonesty and collusion surfaced after IBM Credit
issued a notice of default against the Debtors.  The default was
triggered, among other things, by the Debtors' failure to secure a
$1,162,500 loan from Mr. Lipson, through Knightsbridge Holdings,
LLC.

Knightsbridge had refused to extend the loan after the Committee
objected to Mr. Lipson's proposed ownership of 40% of the
reorganized debtors stock as payment for the loan.  The Committee
later learned that Mr. Lipson, the Debtor and IBM Credit had
signed a prepetition agreement allowing Mr. Lipson to receive a
40% equity in the reorganized debtor.

The default prompted IBM Credit, on Oct. 12, 2005, to ask the
Bankruptcy Court to lift the automatic stay so it can enforce its
available remedies under its credit agreements with the debtor.

On the same day, the Committee received a copy of a letter of
intent between the Debtors, IBM Credit and a company called ePlus
Technology, Inc.   The letter of intent grants ePlus an option to
purchase certain of the Debtors' assets for $2 million through a
private sale.

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.


APCO LIQUIDATING: Creditors Must File Proofs of Claim by Nov. 15
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware set 5:00 p.m. on Nov. 15, 2005, as the
deadline for all creditors owed money by APCO Liquidating Trust
and APCO Missing Stockholder Trust on account of claims arising
prior to Aug. 19, 2005, to file proofs of claim.

Governmental units have until 5:00 p.m. on Feb. 15, 2005, to file
proofs of claim.

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

      APCO Claims Processing Center
      c/o Delaware Claims Agency, LLC
      P.O. Box 515
      Wilmington, DE 19899

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.


ARMOR HOLDINGS: Earns $26.5 Million of Net Income in 3rd Quarter
----------------------------------------------------------------
Armor Holdings, Inc. (NYSE:AH), reported financial results for the
third quarter ended September 30, 2005.

For the third quarter ended September 30, 2005, the Company
reported revenue of $447.7 million, an increase of 74.3% versus
the year-ago quarter's $256.8 million.  Net income for the third
quarter was $26.5 million versus the year-ago quarter net income
of $23.9 million.

Included in the third quarter 2005 results is a $19.4 million
pre-tax charge due to a voluntary Zylon(R) vest exchange program
previously announced in August 2005, as well as $0.7 million of
pre-tax integration costs on an after-tax basis.  There is also a
$1.3 million net pre-tax gain included in other income after tax,
resulting from the unexercised expiration of 1.5 million
previously announced put option contracts, as well as an increase
in the fair market value of 1 million put option contracts
expiring prior to July 2006.

Included in the results for the third quarter ended September 30,
2004, is a $5.0 million pre-tax charge for the prior year warranty
revision and product exchange program concerning the Company's
Zylon(R)-based ballistic vests, as well as $0.9 million of
integration and other charges.

Internal revenue growth, assuming that companies acquired after
December 31, 2003, were owned effective January 1, 2004, was
48.4%, including 0.4% for foreign currency movements.   Internal
revenue growth (decline) by segment, including foreign currency
movements, was 83.7% for the Aerospace & Defense Group, (10.7%)
for the Products Division and 2.3% for the Mobile Security
Division.  Excluding Second Chance, which was purchased out of
bankruptcy and had experienced legal and financial troubles,
internal revenue decline was (4.0%) for the Products Division.

The Company's gross profit margin in the third quarter decreased
to 22.2% of revenues versus 27.8% in the year-ago quarter.  The
reduction in gross profit margin from the prior year was largely a
function of revenue mix within the Aerospace & Defense Group.  The
gross profit margin excludes separately identified cost associated
with the vest exchange program/warranty revision for both 2005 and
2004.  The Company's selling, general and administrative expenses
as a percentage of revenue improved to 7.8% of revenue versus 8.8%
of revenue in the year-ago quarter.  This improvement was
primarily due to the Company's ability to continue to scale its
business.

Earnings before interest, taxes, depreciation and amortization
for the third quarter increased by 5.9% to $47.5 million versus
$44.8 million in the year-ago quarter.

Net cash provided by operating activities for the third quarter
was $1.4 million versus $13.9 million in the year-ago quarter.
Free cash flow, defined as net cash provided by operating
activities less purchase of property and equipment, was negative
($1.5) million versus positive $9.9 million in the same period
last year.  The decrease in net cash provided by operating
activities and free cash flow was primarily due to a $55 million
increase in the Aerospace & Defense Group receivables during the
third quarter.  This increase in Aerospace & Defense Group
receivables corresponds with a $70 million increase in Aerospace &
Defense Group revenues generated in the last two months of the
third quarter of 2005 versus the last two months of the second
quarter of 2005.

Robert R. Schiller, President and Chief Operating Officer of Armor
Holdings, Inc., commented, "We are pleased with our current period
results, our near-term outlook, and the strategic progress we
continue to make in a variety of markets.  We believe that we are
now effectively positioned for sustainable volume as a result of
our research and development efforts and the high level of
interest for the M1151/52 light armored vehicle program. Further,
we are very excited about our evolving competitive advantages in
the individual equipage market.  Our acquisition of Specialty
Defense and the purchase of assets from the Second Chance
bankruptcy proceeding have improved our presence in this growing
market and helped to diversify our revenue base."

                      Year-To-Date Results

For the nine months ended September 30, 2005, the Company reported
revenue of $1,184.3 million, an increase of 84.4% versus the
year-ago comparable period's $642.1 million.  Net income for
the nine months ended September 30, 2005, was $94.9 million,
versus the year-ago level of $54.2 million, or $1.72 per diluted
share.  Included in the nine months ended September 30, 2005,
results is a previously announced $19.4 million charge due to a
voluntary Zylon(R) vest exchange program.

There are also $2.3 million of pre-tax integration costs recorded
in the first nine months of 2005.  There is also a $5 million, net
pre-tax gain included in other income resulting from the
unexercised expiration of the Company's 2.5 million put option
contracts and an increase in the fair market value of 1 million
put option contracts expiring prior to July 2006.  Included in the
first nine months of 2004 results was a $6.3 million, non-cash
charge due to the accelerated vesting of performance based,
long-term, restricted stock awards granted to certain senior
executives in 2002, as well as a $5.0 million pre-tax charge for
the prior year warranty revision and product exchange program
concerning the Company's Zylon(R)-based ballistic vests.  The
Company also incurred approximately $3.4 million of integration
and other charges in the first nine months of 2004.

Internal revenue growth, assuming that companies acquired after
December 31, 2003, were owned effective January 1, 2004, was
60.0%, including 0.5% for foreign currency movements.   Internal
revenue growth (decline) by segment, including foreign currency
movements, was 101.0% for the Aerospace & Defense Group, (2.7%)
for the Products Division and 22.9% for the Mobile Security
Division.  Excluding Second Chance, which was purchased out of
bankruptcy and had experienced legal and financial troubles,
internal revenue growth was flat for the Products Division.

The Company's gross profit margin in the nine months ended
September 30, 2005, decreased to 24.2% of revenues versus the
year-ago level of 28.9% of revenues.  The reduction in gross
profit margin was largely a function of revenue mix within the
Aerospace & Defense Group and lower selling prices negotiated on
the HMMWV contract renewal, which began to impact gross margins in
the third quarter of 2004.  Aerospace & Defense Group margins were
also negatively impacted by short-term increases in costs
associated with the Company's ceramic SAPI plate program.  The
Company expects its SAPI gross margins to rebound by the first
quarter of 2006.  The Company's selling, general and
administrative expenses as a percentage of revenue improved to
8.8% of revenue versus the year-ago level of 10.8% of revenue.
This improvement was primarily due to the Company's ability to
continue to scale its business.

EBITDA for the nine months ended September 30, 2005, increased
by 57.2% to $169.1 million versus the year-ago level of
$107.6 million.

Net cash provided by operating activities for the nine months
ended September 30, 2005, was $59.5 million versus the year-ago
level of $23.7 million.  Free cash flow, defined as net cash
provided by operating activities less purchase of property and
equipment, was $48.4 million versus the year-ago level of
$12.7 million.  The Company is targeting $100.0 million of free
cash flow for the fiscal year 2005.  The increase in net cash
provided by operating activities and free cash flow resulted
primarily from increased profitability.

                          Balance Sheet

As of September 30, 2005, the Company reported a combined cash
and cash equivalents and short-term investments balance of
$426.9 million compared to $234.5 million at September 30, 2004.
Total debt (short-term, current portion and long-term) at
September 30, 2005, of $498.1 million includes the Company's
$345 million, 2% Senior Subordinated Convertible Notes issued
in the fourth quarter of 2004.  This compares to total debt
(short-term, current portion and long-term) at September 30, 2004,
of $157.0 million.

As of September 30, 2005, the Company has sold put options
covering 3.5 million shares of the Company's common stock in
various private transactions of which put options covering
2.5 million shares expired unexercised.  The remaining put options
covering 1 million shares (2.9% of outstanding shares) have a
weighted average strike price of $40.00 per share and expire prior
to July 2006.  If the purchasers exercise the put options, the
Company will be required to repurchase its shares or enter into
alternative cash settlement arrangements at the negotiated strike
price.  If all of these put options are exercised, the Company
would have 6.3 million shares remaining under its repurchase
programs.  If the Company's stock price were to decline below
$38.18 on the settlement date of the remaining put options, the
Company would be required to record a loss on the put options that
may be material depending on the final closing price of the
Company's stock on the expiration dates.

                            Guidance

The Company has increased the guidance range that it issued on
July 21, 2005, for fiscal 2005 revenues to $1.60 billion to
$1.63 billion from $1.45 billion to $1.55 billion.  Diluted
earnings per share are now expected to be in a range of $3.55 to
$3.65, which includes a $0.33 charge related to the voluntary
Zylon(R) vest exchange program.  The current guidance range also
includes $0.05 to $0.06 of integration costs, and $0.09 of put
option income, net of non-operating asset write-offs.  The Company
expects fourth quarter diluted earnings per share of $0.92 to
$0.97 after approximately $0.01 of integration costs.  The Company
would like to note that its earnings per share estimates for the
fourth quarter 2005 exclude the additional potential impact of any
non-operating, non-cash expense or income associated with
outstanding put options.  This potential put option expense or
income will fluctuate with Armor Holdings' share price movement.

Robert Schiller commented, "We are focused on the fact that Armor
Holdings' common stock is currently trading at a discount to its
peer group for a variety of reasons, and we continuously evaluate
strategies to maximize shareholder value.  We are increasingly
comfortable with our prospects for fiscal 2006.  Ongoing interest
in the M1151/52 program, continued demand for the M1114 Up-Armored
HMMWV into 2006, as well as growth in individual soldier
equipment, prompts us to believe that fiscal year 2006 revenue
should be at least equal to fiscal year 2005 actual revenue, or
approximately $1.6 billion.  As a result, we expect minimum
earnings per share in 2006 of $3.55 prior to any acquisitions,
which given our cash balance could be meaningfully accretive."

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/
-- is a diversified manufacturer of branded products for the
military, law enforcement and personnel safety markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Ratings Services revised its outlook on Armor
Holdings, Inc., to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the security products supplier.

"The outlook revision reflects Armor's improved financial
flexibility from a proposed common stock offering and solid
operating performance," said Standard & Poor's credit analyst
Christopher DeNicolo.


ASARCO LLC: Court Okays $4.3 Mil. Quarterly Pension Plan Payment
----------------------------------------------------------------
The Internal Revenue Code and the Employee Retirement Income
Security Act of 1974 govern the operation of defined benefit
retirement plans.  Section 412(a) of the IRC and Section 302(a)
of the ERISA require that for a plan to meet the minimum funding
standards, it must not have an accumulated funding deficiency as
of the end of each plan year.  The IRC and the ERISA also impose
a quarterly contribution requirement.

Eric A. Soderlund, Esq., at Baker Botts, LLP, in Dallas, Texas,
relates that ASARCO LLC maintains defined benefit pension plans
for both its hourly and salaried employees.  Under ASARCO's
Retirement Income Plan for Hourly-Rated Employees and Retirement
Benefit Plan for Salaried Employees, ASARCO's contributions to a
trust fund or insurance company will be determined on an
actuarial basis, which will not result in the existence of an
"accumulated funding deficiency."

ASARCO's pension funding obligations and its controlled group
continue absent a plan termination, according to Mr. Soderlund.
Moreover, ASARCO's bankruptcy filing did not cause the
termination of the plans.

Under the plans, $4,308,594 in quarterly payment became due on
Oct. 15, 2005.

Mr. Soderlund notes that if ASARCO does not make the pension plan
payments, a penalty tax equal to 10% of the amount of the
accumulated funding deficiency will be imposed under Section
4971(a) of the IRC.  Joint and several liability is imposed on
all members of a sponsoring employer's controlled group for the
amount of any delinquent contribution and for any excise taxes
assessed for failure to satisfy minimum funding standards.  The
tax is automatically increased to 100% if the accumulated funding
deficiency is not corrected by the end of the fourth quarter
after the quarter in which the scheduled payment was missed.

Under the ERISA, the Pension Benefit Guaranty Corporation would
also have the option to begin an involuntary termination
proceeding against the plan in the event of a missed payment,
Mr. Soderlund notes.

The PBGC is a federal corporation responsible for insuring
certain benefits under private defined benefit pension plans.
The PBGC's operations are financed by insurance premiums set by
the United States Congress and paid by sponsors of defined
benefit plans, investment income, assets from pension plans
trusteed by PBGC, and recoveries from the companies formerly
responsible for the plans.

Furthermore, the IRC and the ERISA provide that if a quarterly
installment payment is not made and the aggregate unpaid balance
of those installments exceeds $1 million, a lien in favor of the
plan arises as of the date of the missed payment.

Mr. Soderlund states that the PBGC can perfect the lien, which is
treated as a tax due to the United States Government.  The lien
attaches to all property or rights to property and all after-
acquired property of the employer and all members of the
controlled group.  Mr. Soderlund also points out that the PBGC
may seek a judgment lien to further solidify its claim.  While
the lien could not be enforced against ASARCO because of the
automatic stay, it could still be perfected against any non-
debtor controlled group members, Mr. Soderlund adds.

Mr. Soderlund further maintains that if ASARCO does not make the
quarterly pension plan payment, the PBGC could perfect and seek
to enforce its lien against the assets of ASARCO's wholly owned
subsidiaries.  Many of those subsidiaries, like AR Silver Bell
Inc., which owns a 75% membership interest in the company that
owns the Silver Bell mine, hold significant assets.

Moreover, if the PBGC were to take that action, it could impair
ASARCO's ability to close on the proposed DIP financing with the
CIT Group since the PBGC might have a lien on assets of an ASARCO
subsidiary.

Against this backdrop, ASARCO sought and obtained the authority of
the U.S. Bankruptcy Court for the Southern District of Texas to
pay the $4,308,594.

Mr. Soderlund relates that the total payment amount consists of
$351,503, on account of salaried employees, and $3,957,091, on
account of hourly employees.  Of the total amount, $3,820,727
constitutes prepetition obligations.

According to Mr. Soderlund, ASARCO's payments will give a boost
to employee morale, augment the company's reputation, and improve
the environment in which ASARCO is negotiating with labor to end
the strike.  "Employee support for the reorganization efforts is
crucial, particularly given the importance of employee morale and
initiative in meeting strict operating schedules and standards,"
Mr. Soderlund says.

ASARCO also continues to make progress in its efforts to
negotiate a settlement of the ongoing labor strike.

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 to Assume Four Road Machinery Contracts
---------------------------------------------------------
ASARCO LLC seeks the authority of the U.S. Bankruptcy Court for
the Southern District of Texas to assume four executory agreements
with Road Machinery, LLC.

The Road Machinery Agreements are:

   1. On-Site Maintenance Service Agreement;

   2. Ray Mine Stores Sales Agreement;

   3. Off-Site Repair Agreements; and

   4. Repair and Maintenance Plan Agreement.

C. Luckey McDowell, Esq., at Baker Botts, L.L.P., in Dallas,
Texas, tells Judge Schmidt that the Agreements provide ongoing
value to ASARCO's estate because Road Machinery's continued
business relationship is critical to the Debtor's bankruptcy
operations.

              On-Site Maintenance Service Agreement

The On-Site Maintenance Service Agreement, dated July 13, 2005,
governs the terms and conditions of on-site repair orders placed
by ASARCO.

Road Machinery, an indirect affiliate of Komatsu Financial
Limited Partnership, provides the support and maintenance of
ASARCO's Komatsu-brand trucks and heavy equipment.  Road
Machinery also services the trucks' sophisticated electronics and
uses proprietary software that enables it to diagnose and repair
the electrical equipment on the Komatsu-brand machinery.

Road Machinery estimates that the outstanding amounts due and
payable by ASARCO under the Maintenance Service Agreement total
around $790,000.  ASARCO is reviewing Road Machinery's
calculations and expects to reach an agreement with Road
Machinery as to the final cure amount.  ASARCO intends to pay the
cure amount on terms mutually acceptable to the parties.

                 Ray Mine Stores Sales Agreement

Under the Ray Mine Stores Sales Agreement, dated March 19, 2004,
Road Machinery maintains a parts store located at Ray Mine in
Pima County, Arizona.  Mr. McDowell says that having the parts
store on location at ASARCO's operations site provides a
significant benefit by reducing the down time for broken
machinery.

Road Machinery has recently completed an audit and estimates that
the outstanding amounts due and payable by ASARCO under the Store
Agreement total $223,000.

Mr. McDowell informs Judge Schmidt that ASARCO is in the process
of reviewing Road Machinery's calculations.  ASARCO expects to
reach an agreement with Road Machinery as to the final amount of
the cure payment.

                   Off-Site Repair Agreements

In addition to providing on-site repair and maintenance, Road
Machinery also provides off-site repair services for larger or
more complicated tasks.  Specifically, Road Machinery can rebuild
and overhaul electrical components, mining engines, hydraulics,
and high-horsepower transmissions.  As of the Petition Date, Road
Machinery was working on a number of off-site repair or rebuild
orders for ASARCO.

According to Mr. McDowell, Road Machinery has asserted a
garageman's lien with respect to an ASARCO equipment on which it
is working.  The garageman's lien is a possessory lien, and thus
must either be paid for the ASARCO Equipment to be released or
Road Machinery would simply return work that was only one-third
complete, and of little value to ASARCO.

ASARCO still needs the repairs to be completed and that an
assumption of the Off-Site Agreement and related repair
agreements is the most efficient and beneficial way to proceed so
that the Equipment may be repaired and put back to work.

Road Machinery reported that, before the Petition Date, it had
completed $451,942 in work under the Off-Site Agreement.  It
further estimates that an additional $1,287,172, in work remains
to be done to complete the Agreement.

              Repair and Maintenance Plan Agreement

Under the Repair and Maintenance Plan Agreement, dated
Jan. 15, 1998, Road Machinery provides support for the
maintenance of trucks located at one of ASARCO's open-pit copper
mines in Arizona -- the Mission Mine.  Mr. McDowell states that
no cure amount is due under the Maintenance Plan Agreement.
Rather, as of the Petition Date, there was a $46,504 credit
balance in ASARCO's favor.

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).


ASSET BACKED: Fitch Downgrades Cert. Class Rating to CCC from BB
----------------------------------------------------------------
Fitch Ratings has taken rating action on these Asset Backed
Securities Corporation issue:

   Series 1999-LB1:

     -- Class A-1F affirmed at 'AAA';
     -- Class A-2F affirmed at 'AAA';
     -- Class A-3A affirmed at 'AAA';
     -- Class A-5A affirmed at 'AAA';
     -- Class B-1 downgraded to 'CCC' from 'BB'.

All of the mortgage loans in the aforementioned transactions
consist of fixed-rate and adjustable-rate mortgages extended to
subprime borrowers and are secured by first and second liens,
primarily on one- to four-family and multifamily properties.

The affirmations on the class A certificates reflect the current
financial strength and 'AAA' rating of MBIA as the certificate
insurer, and affect $42,702,478 of outstanding certificates.  The
negative ration action on the class B certificate 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, and affects $13,813,318 in outstanding
certificates.

Class B-1 is made up of two component classes, B-1F and B-1A,
which support two groups.  A separate mortgage pool backs each
component.  Although each mortgage group performs differently,
since the component bonds are not severable, each component bond
reflects the performance of the weakest of all the components.

The B-1A component is performing worse than the B-1F component and
as such, determines the ratings of all related components and the
bond itself.

In Group 1, the A certificates benefit from a credit enhancement
of 17.5%, and the B-1F component benefits from a CE of 4.8%.

In Group 2, the A certificates benefit from a CE of 33.39%, and
the B-2F component benefits from a CE of 0.77%.

The pool factor -- current principal balance as a percentage of
original balance -- is 6.21% and is 74 months seasoned.

Fitch will continue to closely monitor this transaction.  Further
information regarding current delinquency, loss and credit
enhancement statistics is available on the Fitch Ratings web site
at http://www.fitchratings.com/


ATLAS AIR: Wake Smith to Leave Post as Chief Operating Officer
--------------------------------------------------------------
Wake Smith, Chief Operating Officer for Atlas Air Worldwide
Holdings, Inc. (OTC: AAWW.PK), has resigned from the Company,
effective Oct. 31, 2005.

Mr. Smith served as COO for AAWW and its two operating
subsidiaries, Atlas Air, Inc., and Polar Air Cargo, Inc.  He first
came to Atlas as an advisor in September 2000, and has worked for
the Company in a variety of senior management positions since that
time, assuming the post of COO in June 2004.

"Wake played an important role in helping lead the Company through
its successful Chapter 11 restructuring in 2004 and the period
thereafter," said Jeffrey H. Erickson, AAWW's President and Chief
Executive Officer.  "We thank Wake for his many contributions and
wish him well in his future endeavors."

Until a successor to Mr. Smith is appointed, Mr. Erickson will
assume his responsibilities on an interim basis.

Atlas Air Worldwide Holdings, Inc. -- http://www.atlasair.com/
-- is a worldwide all-cargo carriers that operate fleets of
Boeing 747 freighters.  The Company filed for chapter 11
protection (Bankr. S.D. Fla. Case No. 04-10794) on January 30,
2004.  The Honorable Robert A. Mark presided over Atlas'
restructuring proceeding.  Jordi Guso, Esq., at Berger Singerman,
represents the debtor.  Atlas Air emerged from bankruptcy on
July 27, 2004.  When the Company filed for bankruptcy, it listed
$1,451,919,000 in assets and $1,425,156,000 in debts.


BANKATLANTIC BANCORP: Earns $16.3-Mil of Net Income in 3rd Quarter
------------------------------------------------------------------
BankAtlantic Bancorp, Inc. (NYSE: BBX), the parent company of
BankAtlantic and Ryan Beck & Co., reported financial results for
the third quarter ended September 30, 2005.

Net income increased 10.9% to $16.3 million for the third
quarter 2005, up from $14.7 million earned in the 2004 quarter.
Year-to-date, net income increased 13.5% to $60.7 million in the
nine months ending September 30, 2005, up from $53.5 million
earned in the comparable period in 2004. Diluted earnings
per share were $0.26 for the quarter, up 13.0%, and $0.95
year-to-date, up 13.1%.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan commented, "We are pleased with the quarter's results,
particularly with the continued effectiveness of BankAtlantic's
'Florida's Most Convenient Bank' initiatives.  Low cost deposit
balances (checking and savings) grew 22.8% on a 'same store' basis
over the same period last year.  New account openings were up 32%
with nearly 51,000 new accounts being opened this quarter.  Since
the inception of our 'Florida's Most Convenient Bank' initiatives
in the beginning of 2002, demand (checking) deposits have more
than doubled, now representing 28 % of total deposits at quarter-
end, compared with 13% of total deposits at the end of the fourth
quarter 2001.  Low cost deposits have also more than doubled
during this same period, rising to 54% of total deposits vs. 26%
in the fourth quarter 2001.  If we included money market deposits
in our calculation, checking, savings and money market deposits
would be 79% of total deposits at this quarter-end.

"The tax equivalent net interest margin grew to 3.96% during the
third quarter, compared with 3.78% in the 2004 period, and 3.90%
in the second quarter of 2005.  A 3.96% net interest margin is the
highest in over a decade at BankAtlantic.  Total loans were
$4.5 billion at quarter end, down slightly on average over the
second quarter of this year, consistent with our strategy of
limiting growth in residential loans due to the relative flatness
of the current yield curve.  Short-term borrowings and advances
from the Federal Home Loan Bank were reduced approximately
$400 million at September 30, 2005 compared to June 30, 2005.  We
are waiting for a more opportunistic yield curve before
significantly growing the asset side of the balance sheet.

"Nationally there has been a decline in the rate of net growth of
all categories of deposits, certainly including checking and
savings, which we believe is the result of lower balances in
existing accounts.  While we have not seen a complete analysis on
this trend, we believe the national declines relate to customer
outflows due to higher energy prices, increased payments on credit
card debt due to regulatory directives to national credit card
issuers, and higher payments on increased interest rates on
adjustable rate mortgages as well as competition from yields on
alternative deposit products.  Consistent with this trend, we
experienced a decline in BankAtlantic's low cost net deposit
growth rates from the highs established in 2002-2004, when the net
growth rates were in the 30-35% range on a same store basis, to
current net growth rates, which have been in the 20-25% range this
year.  Between June and September 2005, average balances in
BankAtlantic low cost deposits declined $220 per account, even
though average opening balances in new accounts remained stable.
We believe this points to our customers' response to these
external factors, and in large part explains our lower growth
despite continued new account openings at our normal activity
level and initial account size.

"A study by the Federal Reserve Bank of St. Louis noted a decline
in the year over year growth in 'checkable' deposits (Demand and
NOW) from a fairly stable average of 4.7% in the period of August
through December, 2004 - thereafter steadily declining to an
actual decrease of approximately 1.8% in August, 2005.  We are
proud that during this period our growth rates have consistently
outperformed the national trends by a margin of 22-29% for
comparable deposits.  We conclude from this analysis that, while
our net growth rates have slowed, they still compare extremely
well with the national experience, and confirm the continued
effectiveness of our strategy.  A graph illustrating this
comparison is shown below.

"We continue to believe the real creation of long-term value lies
in sustaining high growth rates in core deposits.  In order to
compensate for lower average account balances, we anticipate
increasing our marketing expenses in an attempt to generate
additional deposits.  Additional outlays of as much as
$5.0 million per quarter over current levels may occur in the
fourth quarter, 2005 and throughout 2006, which will have an
impact on earnings in the short run.  We believe this short-term
negative impact on earnings will be compensated by above average
top line (low cost deposit) growth that over the long run is
vitally important to our franchise value and achieving superior
profitability.

"Although the yield curve remained relatively flat, BankAtlantic
has continued to realize improvements in the net interest margin
to 3.96%.  This continued improvement in the margin reflects
several factors, including the increased level of low cost
deposits and their increased value in a higher interest rate
environment, the repayment of certain high cost FHLB advances in
prior periods, and higher earning asset yields.  As we have noted
before, the continued flattening of the yield curve will exert
downward pressure on the margin, which we presently anticipate
will continue to be offset by improved funding mix, driven
principally by a higher percentage of low cost deposits.

"Credit quality remained strong in the third quarter, with net
recoveries in the period of $455,000 compared to net charge-offs
of $212,000 for the immediately preceding quarter.  On a year-to-
date basis, the Bank had net recoveries of $1.2 million.  We
recorded a negative provision for loan losses of $3.4 million for
the third quarter vs. a provision expense of $820,000 in the
second quarter, 2005.  Year-to-date, the provision expense has
been a negative $6.5 million vs. a negative provision of
$1.1 million in the same period of 2004.  The ratio of the
allowance for loan losses to non-performing loans remained high,
closing the quarter at 591%.

"We recently announced Mark Begelman's promotion to Executive Vice
President and Chief Marketing Officer as well as welcomed him to
the Bank's Executive Management team.  His responsibilities will
include all aspects of BankAtlantic's marketing and advertising
strategies and he will also manage our new store real estate and
construction efforts.  Mark has more than 30 years of executive
experience, was twice named Ernst and Young's 'Entrepreneur of the
Year' and Financial News' CEO of the Year.  As President and COO
of Office Depot from April 1991 through May 1995, Mark grew the
company's store base from 127 to 467 stores and increased revenue
from $900 million to $4.5 billion in four years.  In addition,
Mark was Founder and CEO of Mars Music, December 1995 through
October 2002, opening 52 musical instrument superstores.  Mark
brings an extensive background in retail operations, particularly
in new store operations and in marketing for competitive retail
environments, which will support and augment our strategic growth.

"BankAtlantic completed the move to its new corporate headquarters
during the quarter.  Our new 180,000 square-foot 'Corporate
Office' consolidates most administrative and support departments,
customer service, training, and executive functions into one
location, providing a technologically advanced and operationally
efficient environment.

"During the quarter, BankAtlantic also announced its agreement
with Sunrise Sports & Entertainment for the exclusive naming
rights to the home of the National Hockey League's 'Florida
Panthers.' The 'BankAtlantic Center' is a 20,000-seat sports and
entertainment venue centrally located in South Florida and was
ranked by Billboard Magazine last year as the 13th largest venue
in North America in total gross ticket sales for concerts and
shows in 2004.  The 'BankAtlantic Center' provides BankAtlantic
with extensive local and regional brand exposure through signage
and extensive media coverage.

"BankAtlantic continues to redefine 'banker's hours' during the
quarter by extending its store hours throughout its footprint.
BankAtlantic's stores are now open on average 80 hours a week,
providing customers more hours to conduct their banking activities
than any Florida bank.  When combined with our midnight hours
stores, holiday hours, and our 24/7 Customer Service Center,
BankAtlantic now offers a distinctly higher level of convenience
than any competitive institution.

"We are very pleased to report that Ryan Beck & Co.'s Financial
Institutions Group was recently ranked by SNL Securities as the
number one advisor in terms of offering amount for the first nine
months of 2005.  Significantly, the earnings of Ryan Beck for this
quarter were down for both the quarter and the year-to-date,
almost exclusively due to one large transaction that took place in
the second quarter, 2005.  That transaction was the largest single
transaction ever recorded at Ryan Beck.

"Ryan Beck also expanded its municipal finance capability with the
hiring of two seasoned professionals from another firm. Bonnie
Siegel will be based in New York and oversee the firm's municipal
investment banking efforts.  She previously served as a Managing
Director of a competitor's Public Finance Department and manager
of its Healthcare Group.  Hamilton Chang will be based in Chicago,
and will oversee Ryan Beck's institutional municipal trading,
sales and derivative capabilities.  He previously was Managing
Director of another firm's Structured Products Group.  These
additions follow similar additions announced in prior quarters
designed to augment Ryan Beck's capabilities in several market
niches.  Each addition, including others announced earlier, is
expected to be accretive to earnings within the first year.

"BankAtlantic has continued to address compliance with the USA
Patriot Act, anti-money laundering laws and the Bank Secrecy Act.
Improvements include revised technology and systems and
procedures, and a substantial increase to compliance staffing.  As
we have indicated previously, we cannot predict whether or to what
extent monetary or other penalties or restrictions might be
imposed upon us by regulators or other federal agencies relating
to previously identified compliance deficiencies."

BankAtlantic Bancorp is a diversified financial services holding
company and the parent company of BankAtlantic and Ryan Beck & Co.

Through these subsidiaries, BankAtlantic Bancorp provides a full
line of products and services encompassing consumer and commercial
banking, and brokerage and investment banking.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Fitch affirmed the ratings of BankAtlantic Bancorp, Inc., (BBX;
long-term senior 'BB+', short-term senior 'B') and its bank
subsidiary, BankAtlantic FSB, and said its Rating Outlook is
Stable.


BOOKS-A-MILLION: Earns $1.7 Million of Net Income in 2nd Quarter
----------------------------------------------------------------
Books-A-Million, Inc. (NASDAQ:BAMME) filed with the Securities and
Exchange Commission the quarterly report on Form 10-Q for the
13-week period ended July 30, 2005.  The Company believes that,
with this filing, it is current in its periodic reports with the
SEC.

For the 13 weeks ended July 30, 2005, the Company reported
$1,701,000 of net income, compared to $989,000 of net income for
the same period last year.  At July 30, 2005, the Company reported
$292,267,000 in total assets and $156,688,000 in total debts.

                        Material Weakness

In September 2005, during the course of its effort to implement
Section 404 of the Sarbanes Oxley Act, management identified
certain control deficiencies.  After meeting with the Audit
Committee of the Board of Directors, management determined that
certain of these control deficiencies constituted significant
deficiencies which in the aggregate constituted a material
weakness.  The material weakness identified consists of a
combination of the three significant deficiencies relating to
accounts payable:

     (i) inadequate controls over the data used to perform cost of
         goods sold calculations;

    (ii) inadequate segregation of duties for accounts payable
         management; and

   (iii) inadequate independent verification of expense invoice
         payment supporting documentation.

                  Nasdaq Listing Compliance

Representatives of the Company attended a hearing before a Nasdaq
Listing Qualifications Panel on Oct. 20, 2005, during which it
notified the Panel that it had filed with the SEC the Second
Quarter Form 10-Q, the sole deficiency previously cited by Nasdaq
and the sole basis for the hearing.  The Company hopes to receive
shortly acknowledgement by Nasdaq of the Company's compliance with
Nasdaq's filing requirement, at which time it will promptly
announce that news.  Pending the notification from Nasdaq, the
Company's trading symbol will remain "BAMME".

Books-A-Million -- http://www.booksamillion.com/-- presently
operates 207 stores in 19 states and the District of Columbia.
The Company operates four distinct store formats, including large
superstores operating under the names Books-A-Million and Books &
Co., traditional bookstores operating under the names Books-A-
Million and Bookland, and Joe Muggs Newsstands.  The Company's
wholesale operations include American Wholesale Book Company and
Book$mart, both based in Florence, Alabama.


BOYDS COLLECTION: Wants to Hire Kirkland & Ellis as Bankr. Counsel
------------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Kirkland & Ellis LLP as their general bankruptcy counsel.

Kirkland & Ellis will:

   a) advise the Debtor with respect to 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) represent the Debtors in connection with obtaining
      postpetition financing;

   d) advise the Debtors in connection with any potential sale of
      assets and consult with the Debtors regarding tax matters;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, defend any action commenced against them and
      represent their interests in negotiations concerning all
      litigation in which the Debtors are involved;

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

   e) take any necessary action on behalf of the Debtors to obtain
      approval of a disclosure statement and confirmation of a
      plan of reorganization;

   f) appear before the Bankruptcy Court, any appellate courts and
      the office of the U.S Trustee, and protect the interests of
      the Debtors' estates before those Courts and the U.S.
      Trustee; and

   g) perform all other legal services to the Debtors that are
      necessary in connection with its chapter 11 cases.

Matthew A. Cantor, a Partner of Kirkland & Ellis, is one of the
lead attorneys for the Debtors.  Mr. Cantor disclosed that his
Firm received a $100,000 retainer.  Mr. Cantor charges $745 per
hour for his services.

Mr. Cantor reports Kirkland & Ellis's professionals bill:

         Professional            Hourly Rate
         ------------            -----------
         Richard M. Cieri           $825
         Michael I. Gottfried       $657
         Edward  O. Sassower        $595
         Lisa G. Gartenlaub         $455
         Javier Schiffrin           $455
         Katherine Piper            $420

         Designation          Hourly Rate
         -----------          -----------
         Partner              $425 - $950
         Counsel              $325 - $740
         Associates           $235 - $540
         Pareprofessionals     $90 - $280

Kirkland & Ellis assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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


CAPITAL GUARDIAN: Moody's Junks $15 Million Preference Shares
-------------------------------------------------------------
Moody's Investors Service downgraded these two classes of notes
issued by Capital Guardian ABS CDO I, Ltd:

   1) The U.S. $14,100,000 Class C Mezzanine Secured Floating Rate
      Notes, due 2037, formerly rated Baa2 on watch for possible
      downgrade, were downgraded to B1 on watch for possible
      downgrade; and

   2) the U.S. $15,000,000 Preference Shares, due 2037, formerly
      rated Ba3 on watch for possible downgrade, were downgraded
      to Ca.

In addition, the U.S. $70,000,000 Class B Second Priority Senior
Secured Floating Rate Notes, due 2037, were placed on watch for
possible downgrade.

According to Moody's, these rating actions result from the
significant deterioration in credit quality of the transaction's
portfolio coupled with asset defaults and par loss.

Rating Actions:

Issuer: Capital Guardian ABS CDO I, Ltd.

  Class Description: U.S. $70,000,000 Class B Second Priority
                     Senior Secured Floating Rate Notes

     * Prior Rating: Aa3
     * Current Rating: Aa3 on watch for possible downgrade

  Class Description: U.S. $14,100,000 Class C Mezzanine Secured
                     Floating Rate Notes

     * Prior Rating: Baa2 on watch for possible downgrade
     * Current Rating: B1 on watch for possible downgrade

  Class Description: U.S. $15,000,000 Preference Shares

     * Prior Rating: Ba3 on watch for possible downgrade
     * Current Rating: Ca


CARDIMA INC: Incurs $5.2 Mil. Net Loss in Period Ended June 30
--------------------------------------------------------------
Cardima, Inc., delivered its financial results for the quarter
ended June 30, 2005, to the Securities and Exchange Commission on
Oct. 12, 2005.

Cardima's net losses were approximately $5.2 million for the six
months ended June 30, 2005 and approximately $9.7 million,
$13.2 million, and $12.6 million for the years ended December 31,
2004, 2003 and 2002.

As of June 30, 2005, the Cardima's accumulated deficit was
approximately $118.6 million.  The Company had approximately
$23,000 in cash and cash equivalents, negative working capital of
$622,000, and an accumulated deficit of $118,613,000 at June 30,
2005.

For the six-months ended June 30, 2005, the Company's net sales
decreased 12% to $1,065,000 from $1,214,000 for the comparable
period in 2004.

The Company's balance sheet showed $1,951,000 of assets at June
30, 2005, and liabilities totaling $2,580,000, resulting in a
stockholders' deficit of $629,000.

                            Defaults

On June 16, 2005, Agility Capital, LLC, informed Cardima that it
was in default on the $1.5 million secured loan agreement signed
in May 2005.  All amounts outstanding under the loan became due
and payable because of the default.

The lender swept the Company's bank accounts containing
approximately $456,000 and used the proceeds for repayment of the
loan and a portion of the exit fee due under the loan agreement.
Agility Capital also indicated that it was unwilling to fund
further loans under the loan agreement.

On June 17, 2005, the Company's cash balances were insufficient to
continue operations and all the Company's employees were placed on
indefinite furlough to conserve cash.


                     Apix International Loan

Cardima secured up to $2 million in new financing from Apix
International Limited on Aug. 12, 2005.

The Company received the first $500,000 under the Loan Facility
Term Sheet with Apix, a portion of which was used to retire the
Company's outstanding secured loan agreement with Agility Capital.
On August 15, 2005 the Company re-hired certain furloughed
employees and re-started operations.

On Aug. 28, 2005, Cardima signed a loan agreement with Apix,
increasing the total amount to be financed from $2 million to
$3 million.

                       Going Concern Doubt

BDO Seidman LLP expressed substantial doubt about Cardima's
ability to continue as a going concern after it completed an
audit of the company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
recurring losses from operations.

Cardima, Inc. -- http://www.cardima.com/-- has developed,
produced and sold a variety of microcatheters, including those for
the diagnosis of ventricular tachycardia.  Since 2001, its efforts
have primarily focused on developing differentiated products that
diagnose and treat atrial fibrillation, including the Company's
own REVELATION(R) Tx microcatheter for use in the
Electrophysiology market, and its Surgical Ablation System for use
in the surgical market.


CECIL STARNES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cecil Alex Starnes
        P.O. Box 5749
        Navarre, Florida 32566

Bankruptcy Case No.: 05-33280

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Florida (Pensacola)

Judge: William S. Shulman

Debtor's Counsel: Phillip K. Wallace, Esq.
                  Phillip K. Wallace, PLC
                  2027 Jefferson Street
                  Mandeville, Louisiana 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

Total Assets: $1,126,145

Total Debts:  $1,296,203

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Taxes                   $1,120,248
5470 Uptain Road, Suite 7400
Chattanooga, TN 37411

Internal Revenue Service      Taxes due for 2003         $15,955
11601 Rossevelt Boulevard
Philadelphia, PA 19255


CENTRAL PARKING: Buying $75.3MM of Common Shares in Dutch Auction
-----------------------------------------------------------------
Central Parking Corporation (NYSE: CPC) reported the final results
of its modified "Dutch Auction" tender offer, which expired at
12:00 midnight, New York City time, on October 14, 2005.  In the
tender offer, the Company offered to purchase up to 4.4 million
shares of its common stock at a price that was not greater than
$16.00 nor less than $14.00 per share.

The Company has accepted for purchase 4,859,674 shares at a
purchase price of $15.50 per share, for a total cost of
approximately $75.3 million.  Based on the final count by SunTrust
Bank, the depositary for the tender offer, 4,859,674 shares of
common stock were properly tendered and not withdrawn at prices at
or below $15.50 per share.  Of the 4,859,674 shares to be
purchased, 459,674 shares will be purchased in accordance with the
Company's right, under the terms of the tender offer, to acquire a
limited number of additional shares without extending the offer.

The 4,859,674 shares of common stock purchased represent
approximately 13.2% of Central Parking's 36,782,780 shares of
common stock issued and outstanding as of October 18, 2005.  As a
result of the completion of the tender offer, immediately
following payment for the tendered shares of common stock, the
Company expects that approximately 31,923,106 shares of common
stock will be issued and outstanding.  As previously announced,
Central Parking will fund the payment for the shares of common
stock validly tendered and accepted under the tender offer from
borrowings of approximately $75.3 million provided through the
revolving loan under its credit facility.

SunTrust Bank will promptly issue payment for the shares validly
tendered and accepted under the tender offer and will return all
other shares tendered and not accepted for purchase.

The dealer manager for the tender offer is Banc of America
Securities LLC, and the information agent is D.F. King & Co., Inc.
The depositary is SunTrust Bank.  For questions and information,
please call the information agent toll free at (800) 431-9642.

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

                         *     *     *

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

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

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


CHARLES HUTCHESON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Charles E. & Marie G. Hutcheson
        12530 Sharp Road
        Collinsville, Mississippi 39325

Bankruptcy Case No.: 05-55025

Chapter 11 Petition Date: October 13, 2005

Court: Southern District of Mississippi (Gulfport)

Judge: Edward Gaines

Debtors' Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CHERYL LAWSON: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cheryl Lawson
        a/k/a Sherry Lawson
        6241 Glade Avenue, #l 208
        Woodland Hills, California 91367

Bankruptcy Case No.: 05-18821

Chapter 11 Petition Date: October 13, 2005

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Yaspan and Thau
                  6931 Van Nuys Boulevard, Second Floor
                  Van Nuys, California 91405
                  Tel: (818) 905-7711

Total Assets: $1,059,403

Total Debts:  $1,414,530

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lawson Revocable Trust                                  $583,000
c/o Lawrence Schwartz, Esq.
11150 W. Olympic Blvd., #970
Los Angeles, CA 90064-1826

Oldman Cooley et al LLP       Trade debt                $144,187
16133 Ventura Blvd., PH #A
Encino, CA 91436-2408

Lionel B. Sanders             Judgment                  $100,000
Conservator of Estate
c/o Michael Magasinn, Esq.
12400 Wilshire Boulevard
Suite 400
Los Angeles, CA 90025

Lawson Revocable Trust                                   $45,219

Ambrecht & Associates         Services rendered          $25,819

Wells Fargo Card Services     Monies lent                $19,166

Chase                         Monies lent                $15,256

Bank of America               Monies lent                 $9,696

Pacific Coast Court           Services rendered           $8,975
Reporters

Citibank                      Monies lent                 $7,792

Bank of America               Monies lent                 $5,347

Ridgeway and Warner           Services rendered             $681

Verizon Information Services  Trade debt                    $317

Chase Cardmember Services     Monies lent                    $75


COLLINS & AIKMAN: Joint Venture Eyes Collins & Aikman Purchase
--------------------------------------------------------------
WL Ross & Co. LLC (WLR), and Lear Corporation (NYSE: LEA) signed
framework agreement for a joint venture relationship to explore
strategic acquisition opportunities in the automotive interior
components sector.

"This proposed joint venture with Lear provides a solid platform
for building a leading, global automotive interior components
supplier.  We see many opportunities to improve the operating
fundamentals and profitably grow this business through
acquisitions and restructuring actions," said Wilbur L. Ross Jr.,
WL Ross & Co. LLC Chairman and CEO.

Among the opportunities the partners intend the proposed joint
venture to explore is acquisition of all or a portion of Collins &
Aikman Corporation.  Franklin Mutual Advisers, LLC, which is also
a party to the framework agreement, has agreed to co-invest in the
proposed joint venture with WLR.

The proposed joint venture would involve Lear's Interior Systems
business segment, but not its seating and electrical & electronics
businesses.  WLR would contribute capital to fund acquisitions.
Establishment of the joint venture entity is subject to the
negotiation and execution of a definitive joint venture agreement
between the parties.

"The market for interior component products is severely distressed
and we have indicated that we are actively engaged in finding a
better solution for our customers and our shareholders," said Bob
Rossiter, Lear Chairman and Chief Executive Officer.  "With the
support of our customers, the proposed joint venture provides the
best near and long-term opportunity to achieve a viable business
model for this product segment, while also offering significant
opportunities to participate in the ongoing restructuring and
consolidation of the automotive supply industry."

Peter Langerman, FMA's Chief Executive Officer added,
"Participating with world-class partners in the consolidation of
this segment of the automotive supply business is a very
attractive business proposition."

                         *     *     *

Mr. Ross owns 10% of Collins & Aikman's $750 million bank debt,
Bloomberg News reports.  Mr. Ross also lent money to Collins &
Aikman's European operations.

Collins & Aikman spokesman David Youngman told Bloomberg's Jeff
Bennett that the Company will evaluate all legitimate offers as it
proceeds with its reorganization efforts.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Settles Auto Alliance & RCO Engineering Dispute
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for
authority to settle and compromise certain claims between them and
Auto Alliance International, Inc., and RCO Engineering.

Through the settlement, the Debtors estimate that they will
recover $2,000,000 in addition to expedited payment of substantial
outstanding receivables and accelerated payment terms for
prospective invoices.  All of these will provide additional
liquidity, together with other advantageous business terms related
to ongoing programs, Joseph M. Fischer, Esq., at Carson Fischer,
P.L.C., in Birmingham, Michigan, relates.

                    Auto Alliance Dispute

Auto Alliance is a joint venture between Ford Motor Company and
Mazda Motor Corporation.  On November 24, 2003, Auto Alliance
awarded the Debtors the sourcing for a J56L/N Mazda 6 Door Trim
Program.  The Debtors also have other programs with Auto
Alliance, including a S197 Mustang Program.

In April 2005, the Debtors requested certain tooling progress
payments, capital equipment, and launch costs to be advanced by
Auto Alliance to assist with launch readiness and program
targets.  However, Mr. Fischer reports that Auto Alliance did not
pay the requested advances.  Auto Alliance asserted that the
Debtors failed to meet a program milestone for the J56L Program,
Mr. Fischer says.

In a letter dated July 1, 2005, Auto Alliance informed the
Debtors that they were in breach of a purchase order for the J56L
Program.  In the Letter, Auto Alliance made an offer of
settlement to resource and transition the existing equipment and
materials in the Debtors' facilities in exchange for payment of
certain engineering, design and testing costs.  Auto Alliance
also sent further notice to the Debtors saying that they are in
material default under the "terms and conditions" relating to the
program, demanding immediate possession of the tooling at the
Debtors' facilities and advising that the program was being
resourced.

The Debtors responded on July 11, 2005, disputing Auto Alliance's
assertions.  The Debtors argued that it was Auto Alliance who
breached its contract with them.

                            RCO Dispute

As part of the J56L Program, the Debtors contracted with RCO to
obtain certain capital equipment.  RCO delivered a portion of the
Equipment to the Debtors but has not been paid for it.  RCO also
hasn't been paid for the remaining portion of the Equipment that
remains in its possession.

RCO affixed permanent labels to the Equipment and filed financing
statements as required under the Michigan Special Tooling Lien
Act, with respect to the Equipment delivered to the Debtors and
currently in the Debtors' possession.

RCO believes that it has a valid tooling lien as against the
Equipment it delivered to the Debtors relating to the J56L
Program.  The Debtors dispute the RCO Equipment payment
obligation.

                             Settlement

The parties have engaged in extensive negotiations to resolve the
disputes.  As a result, the parties agree that Auto Alliance
will, among other things:

    a. immediately pay the Debtors for all outstanding amounts
       owed to them for any program, including the J56L Program
       and the S197 Mustang Program;

    b. eliminate a 4% pricing reduction under the S197 Mustang
       Program, which the Debtors estimate will provide them with
       $1,000,000 in increased pricing;

    c. pay the Debtors for all prospective indebtedness under
       programs with Auto Alliance on "net instant" 5-day terms;

    d. pay $1,350,000 to the Debtors for the purchase of capital
       equipment from RCO of which RCO will be paid $1,000,000 and
       the Debtors will retain a net of $350,000;

    e. pay $500,000 to the Debtors as payment in full for the
       Debtors' engineering, design and testing costs related to
       the J56L Program;

    f. indemnify, defend and hold the Debtors harmless from any
       payments damages, costs, expenses or other liability to the
       toolers H.S. Die, Derby, Mico, or Paragon arising or
       relating in any way under the Debtors' purchase orders or
       contracts with the Toolers for the tooling in connection
       with the J56L Program; and

    g. pay the Debtors $189,000 for the purchase of certain
       additional equipment.

The Debtors and RCO will surrender to Auto Alliance the
identified capital equipment and tooling "as is and where is" in
their possession.  The parties will also mutually release one
another from claims relating to the J56L Program.

"The Agreement provides extremely valuable economic benefits to
the Debtors and their stakeholders, while at the same time
avoiding significant attendant risks," Mr. Fischer says.

                        Committee Responds

While the economics of the Agreement appear to provide certain
benefits to the Debtors' estates, the Official Committee of
Unsecured Creditors believes that the uncertainty regarding the
Debtors' continuing relationship with Auto Alliance raises
questions as to whether the proposed Agreement, as a whole, is in
the best interests of the Debtors' estates.

Paula A. Hall, Esq., at Butzel Long, in Bloomfield Hills,
Michigan, argues that the Agreement:

    (a) fails to provide the Debtors with any protection from Auto
        Alliance resourcing over $100,000,000 in additional
        programs currently sourced to the Debtors; and

    (b) saddles the Debtors with inventory relating the J56L
        Program that the Debtors cannot use for any other
        programs.

Accordingly, unless the Agreement is modified to protect the
Debtors from the further resourcing of any of Auto Alliance's
programs so long as the Debtors continue to comply with
applicable standards for quality, service and delivery, until at
least September 30, 2006, and Auto Alliance is required to
purchase the remaining inventory related to the J56L Program, the
Committee asks the Court to deny the Debtors' request.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Committee Has Until Dec. 21 to Sue Lender Group
-----------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, the Official Committee of
Unsecured Creditors of Collins & Aikman Corporation and its
debtor-affiliates and JP Morgan Chase Bank, NA, in its capacity as
Agent for the DIP Lenders and Prepetition Agent for the
Prepetition Secured Lenders, agreed to further extend the deadline
for the Committee to file an adversary proceeding or contested
matter challenging stipulations and admissions contained in the
Final DIP Order, to December 21, 2005, solely with respect to:

    (a) stipulations and admissions relating to real property; and

    (b) any challenges arising from the alleged absence of a vote
        of the shareholders of Collins & Aikman Corporation
        authorizing it to enter into the transactions and grant
        the security interests described in the Stipulations and
        Admissions.

The Debtors and JP Morgan agreed that any committees appointed in
the Debtors' Chapter 11 cases will be permitted to use up to
$200,000 to:

   -- perform investigations regarding and object, contest or
      raise any defense to, the validity, perfection, extent or
      enforceability of any amount due under the DIP Documents or
      the Existing Agreements, or Court-approved liens or claims;
      and

   -- assert any Claims or Defenses or causes of actions against
      JPMorgan, the DIP Lenders, and the Prepetition Secured
      Lenders.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMM-GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Comm-Group, Inc.
        f/k/a Comm-Staff, Inc.
        2 Wisconsin Circle, Suite 700
        Chevy Chase, Maryland 20815
Bankruptcy Case No.: 05-40396

Type of Business: The Debtor is an information technology firm
                  specializing in providing enterprise level
                  technical solutions to the federal government,
                  quasi-governmental agencies, as well as the
                  private sector.  Specifically, Comm-Group
                  provides Enterprise Consulting, Application
                  Development and Implementation Services,
                  Infrastructure Services, Information Assurance,
                  LAN Administration, Website Development and
                  Data Risk Management Consulting.  See
                  http://www.comm-group.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Steven H. Greenfield, Esq.
                  Cohen, Baldinger & Greenfield, LLC
                  7101 Wisconsin Avenue, Suite 1200
                  Bethesda, Maryland 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

Estimated Assets: Not provided

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

Debtor's 3 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Mercantile Potomac Bank                         $109,397
   702 Russell Avenue
   Gaithersburg, MD 20877

   Atlantic Realty Corporation                      $79,000
   c/o Michael J. Carmody, Esq.
   1889 Preston White Drive, Suite 200
   Reston, VA 20191-4364

   Mercantile Potomac Bank                          $31,668
   702 Russell Avenue
   Gaithersburg, MD 20877


CONGOLEUM CORP: Taps Covington & Burling as New Insurance Counsel
-----------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) disclosed that the law firm of
Gilbert Heintz & Randolph will be withdrawing as coverage counsel
by mutual agreement following an appeals court ruling that it had
other representations which were in conflict with its
representation of Congoleum.

Congoleum will be retaining the firm of Covington & Burling to
represent it on the insurance coverage litigation and insurance
settlement matters previously handled by Gilbert Heintz subject to
approval from the U.S. Bankruptcy Court for the District of New
Jersey.

The New Jersey firm of Dughi & Hewit will continue to serve as co-
counsel in Congoleum's coverage litigation.

                  Amended Plan Filing Extension

Because of the time required to make the transition and to make
any further modifications to the plan that may be appropriate in
light of the appeals court ruling, Congoleum has asked the
Bankruptcy Court to postpone its deadline for submission of a
revised plan until Dec. 5, 2005.  The company expects to request a
lengthier adjournment in its coverage case to facilitate the
counsel transition.

"We were disappointed in the appeals court decision, because we
believe Gilbert Heintz has done an outstanding job on our behalf
and we have enjoyed working with them," Roger S. Marcus, Chairman
of the Board, said.  "However, we are fortunate to have retained
another firm with significant capability and expertise, and have
the utmost confidence they will do a fine job working with the
Dughi & Hewit firm in dealing with our complex coverage
litigation."

Mr. Marcus continued, "We have asked the bankruptcy court for
another month to submit our revised plan.  This time will allow us
to deal with attorney transition issues as well as any further
plan modifications.  In the mean time, we are continuing forward
with settlement negotiations in addition to the over $164 million
of insurance settlement agreements already in place.  I remain
hopeful that we will have a plan confirmed in the first half of
2006."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.   At June 30, 2005, Congoleum Corp.'s
balance sheet showed a $35,939,000 stockholders' deficit, compared
to a $20,989,000 deficit at Dec. 31, 2004.  Congoleum is a 55%
owned subsidiary of American Biltrite Inc. (AMEX:ABL).


CONNECTICUT HEALTH: S&P Raises Revenue Bond Rating to BB+ from BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
Connecticut Health and Educational Facilities Authority's revenue
bonds outstanding, issued for Hospital for Special Care, one notch
to 'BB+' from 'BB'.  The outlook is positive.

The rating and outlook revisions reflect a strong financial
turnaround in fiscal 2005 and in the five-months year-to-date
through Aug. 31, 2005, from the losses incurred in fiscals 2004
and 2003; maximum annual debt service coverage, however, is just
an adequate 2x.

Other credit positives include rate increases for Medicaid,
improving liquidity, and the hospital's market niche as a unique
provider of chronic disease and intensive rehabilitation services.

Factors precluding an investment-grade rating include a volatile
track record over the past several years; a decline in outpatient
volume and below budgeted census levels in fiscal 2005; and the
weak balance-sheet metrics, including high debt-to-capitalization
and weak cash-to-debt ratios.

"To reach an investment-grade rating over the next one to two
years, the Center of Special Care will need to demonstrate
continued improvements to profitability, improve debt service
coverage, and strengthen its balance sheet," said Standard &
Poor's credit analyst Anita Varghese.  "If management wants to
sustain profitability at current levels, it will need to capture
additional revenues to offset anticipated higher salaries and
benefits over the next couple of years."

A gross revenue pledge of the obligated group secures the bonds.
Nonobligated entities include The Center of Special Care Inc., the
parent, and a foundation.

In fiscal 2005, the Center of Special Care returned to
profitability after incurring abrupt losses in fiscals 2004 and
2003.  The organization posted a $4.3 million, or 4.4%, operating
profit in fiscal 2005 compared with a $3.4 million, or a negative
3.6%, operating loss in fiscal 2004.  Similarly, its bottom line
improved to a $4.8 million, or 5.0%, profit in fiscal 2004 from a
$3.4 million loss, or a negative 3.7%, in fiscal 2004.  The Center
of Special Care's financial turnaround is due to several
initiatives developed by management and its consultants over the
past two years.  Much of the improvement in profitability relates
to expense reductions, including a realignment of clinical
staffing and a reduction in pooled labor, changes to employee
benefits, and the elimination of some noncore programs.

Unrestricted cash and investments improved to $29.7 million, or a
solid 115 days' cash on hand, as of Aug. 31, 2005.

The rating action affects roughly $55.9 million of revenue debt
outstanding.


COTT CORPORATION: Reports Third Quarter Financial Results
---------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) reported results for the
third quarter ended October 1, 2005.  The Company's sales for the
quarter grew by 6.2% to $469.9 million, with sales growth coming
from the U.K./Europe, Canada and International business units.
Excluding the impact of foreign exchange, sales were up 5.1% from
year ago, or 1.1% when acquisitions are also excluded.

Asset impairment and restructuring charges of $25.7 million on a
pre-tax basis (or $0.24 per diluted share after taxes) were
recorded in the quarter, resulting in a net loss of $1.8 million
or $0.03 per diluted share.  This compared to net income of
$22.1 million or $0.31 per share in last year's third quarter.
The asset impairments of $23.7 million reflect adjustments of
$20 million to the carrying value of customer relationships as
well as the write-down of certain assets.  Restructuring charges
of $2.0 million for severance payments were recorded as part of
the Company's previously announced North American realignment.
Additional charges related to the realignment are expected through
2006 as Cott streamlines operations and rationalizes product
offerings.

"Our top line benefited from the Macaw acquisition, as well as
growth in our Canadian and International businesses," said John K.
Sheppard, Cott's president and chief executive officer.  "Our
priority is to continue building stronger customer relationships,
while at the same time taking aggressive actions that will help us
to respond more quickly to changing business conditions and
opportunities.  Optimizing our supply chain, improving plant
efficiencies and implementing pricing to offset cost increases are
just a few of the initiatives we intend to take to enable the
Company to compete more effectively as we move into 2006 and
beyond."

                       Third Quarter 2005

The Company's U.S. business unit reported a 1.6% decline in sales
over the same period last year, down 2.7% excluding the impact of
acquisitions.  Sales in Canada increased 13.3%, up 3.5% excluding
the impact of foreign exchange.  The U.K./Europe business unit
reported sales growth of 44.4%, up 46.1% excluding the impact of
foreign exchange and up 18.5% excluding the impact of acquisitions
and foreign exchange.  International sales were up 18.7% to
$18.4 million, of which sales in Mexico amounted to $12.4 million,
up from $10.7 million in the prior year.

The Company's third quarter gross margin as a percentage of sales
was 13.9% compared to 16% in the prior year.  The decline resulted
from lower volume in the U.S., packaging and raw material cost
increases, higher fixed costs related to additional plants, and a
product mix shift toward bottled water.  Including asset
impairment and restructuring charges, operating income in the
quarter was $5.5 million.

During the quarter, Cott announced the acquisition of Macaw (Soft
Drinks) Ltd. in the U.K. for $135.1 million including acquisition
costs.  Macaw was the largest privately owned manufacturer of
retailer brand carbonated soft drinks in the U.K.  The acquisition
adds six production lines, including production capability for the
fast-growing aseptic beverage segment, to Cott's U.K. operations.

                        Nine Months 2005

For the first three quarters of 2005, Cott's sales rose 6.4% to
$1.4 billion, up 5.1% excluding the impact of foreign exchange, an
increase of 2.6% when both foreign exchange and acquisitions are
excluded.  The U.S. business unit reported a 3.2% gain versus the
same period last year, while the U.K./Europe sales were up 20.5%
for nine months, up 9.5% excluding the impact of foreign exchange
and acquisitions.  In Canada, sales increased by 8.8%. When
foreign exchange is excluded, Canadian sales were flat for the
first nine months compared to the prior year.  International sales
were up 16.8% in the same period.

The Company's gross margin was 14.9% for the first nine months of
the year compared to 17.8% for the same period in 2004.  Operating
income declined to $70 million for the period.  Earnings per
diluted share in the first nine months of this year were $0.44
compared to $0.93 last year.  Year-to-date earnings include the
impact of asset impairment and restructuring charges of
$0.23 per diluted share.

                          2005 Outlook

Cott now expects full-year earnings to be between $0.32 and $0.40
per diluted share, which assumes charges for unusual items of
between $0.30 and $0.35 per diluted share in fiscal year 2005.

Cott Corporation is the world's largest retailer brand soft drink
supplier.  Its core markets are the United States, Canada and the
United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating and 'B+' subordinated debt rating on the
leading supplier of retailer-branded soft drinks, Toronto, Ont.-
based Cott Corp., on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Moody's Investors Service placed the ratings for Cott Corporation
under review for possible downgrade following the announcement
that it expects 2005 earnings to be substantially lower than
previous guidance.

These ratings were placed on review for possible downgrade:

  Cott Corporation:

     -- Ba2 corporate family rating

  Cott Beverages, Inc.:

     -- Ba3 rating on the $275 million 8% senior subordinated
        notes, due 2011

The review for possible downgrade will focus on:

   * the impact that the above pressures will have on the
     company's operating profit;

   * cash flow and debt protection measures going forward; and

   * the company's plans for cost reduction efforts and pricing.


DEAN FOODS: Barry Fromberg Resigning as Executive VP & CFO
----------------------------------------------------------
Barry Fromberg will resign as Dean Foods Company's Executive Vice
President and Chief Financial Officer.

In order to ensure a smooth transition, Mr. Fromberg will remain
in his position until his successor is selected and the Company's
2005 financial statements have been completed and filed, which we
expect to be on or around April 1, 2006.

The Company intends to conduct a search, including both internal
and external candidates, for Mr. Fromberg's successor.  The
Company expects to enter into an agreement with Mr. Fromberg for
him remain in his position until his successor is selected, and
the Company's 2005 financial statements have been completed and
filed, and to make himself available to assist with transition
issues that may arise after April 1, 2006, in exchange for certain
financial consideration.

Dean Foods Company is one of the leading food and beverage
companies in the United States.  Its Dairy Group division is the
largest processor and distributor of milk and other dairy
products in the country, with an extensive refrigerated direct-
store-delivery network.  Through its WhiteWave and Horizon
Organic brands, Dean Foods Company also owns the nation's leading
soymilk and organic milk brands.  The company's Specialty Foods
Group is a leading manufacturer of private label pickles and non-
dairy powdered coffee creamers.  Dean Foods Company and its
subsidiaries operate approximately 120 plants in 36 U.S. states,
Spain, Portugal and the United Kingdom, and employ approximately
29,000 people.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Fitch Ratings has affirmed the ratings for Dean Foods Company
following the announcement that Dean will pursue a tax-free
spin-off of its Specialty Foods Group to Dean shareholders.  Fitch
rates Dean's:

     -- Senior secured credit facility 'BBB-';
     -- Senior unsecured notes 'BB'.
     -- Rating Outlook Positive.

As of Sept. 30, 2004, Dean had approximately $3.3 billion of debt.
For the latest 12 months ended Sept. 30, 2004, Dean's total debt-
to-earnings before interest taxes depreciation and amortization
(EBITDA) was 3.8 times, its EBITDA-to-interest incurred was 5.0x,
and its net cash from operating activities-to-total debt was
13.6%.


DEL GLOBAL: Earns $808,000 of Net Income in Fourth Quarter 2005
---------------------------------------------------------------
Del Global Technologies Corp. reported operating results for its
fiscal 2005 fourth quarter and fiscal year ended July 30, 2005.
These results are for continuing operations and exclude the
results of the Del High Voltage division, which was sold on
Oct. 1, 2004.  DHV results are treated as discontinued operations.

                     Fourth Quarter Results

Total net sales for the fourth quarter of fiscal 2005 increased
6.4% to $20.6 million from $19.4 million in the same period last
year.  Operating income for the fourth quarter of fiscal 2005 rose
100% to $1.7 million from $841,000 in the same period one year
ago.

Net income for the fourth quarter of fiscal 2005 improved to
$808,000, from a net loss of $2.6 million in the fourth quarter of
2004.  Results for the fourth quarter of fiscal 2004 included
litigation settlement costs of $453,000 and a loss from
discontinued operations of $2.9 million, compared to no such costs
or losses in the fourth quarter of fiscal 2005.

"We are very pleased with Del Global's return to profitability in
the fourth quarter and profitable operations for fiscal 2005,"
Walter F. Schneider, President and Chief Executive Officer of Del
Global said.  "Higher total sales, combined with lower selling,
general and administrative expenses, and an absence of expenses
related to reorganization and legal matters, have helped place Del
Global on solid financial footing for fiscal 2006."

"Regarding Del Global's financial position," he continued, "the
Company's balance sheet at July 31, 2005, reflected working
capital of $10.1 million, of which $1.5 million consisted of cash
and equivalents, and shareholders' equity of $9.2 million.  In
August 2005, Del Global entered into an $8 million credit facility
with North Fork Business Capital.  The facility is comprised of a
three-year, $6 million revolving line of credit and a three-year,
$2 million term loan.  Proceeds were used to retire the Company's
existing credit facility and for general working capital
purposes."

            Fiscal 2005 Full Year Results Overview

Consolidated net sales increased 1.3% to $84.9 million in fiscal
2005 from $83.8 million last year.  Sales at RFI increased 7.7% to
$14.1 million, while sales at the Medical Systems Group remained
stable at $70.8 million from fiscal 2004.  Consolidated gross
margins improved to 26.3% for fiscal 2005 from 25.4% in fiscal
2004. Margins at RFI improved from last year, while gross margins
declined at the Medical Systems Group due to higher costs
affiliated with the increase in digital unit sales in fiscal 2005.

Operating income for fiscal 2005 rose to $3.9 million from
$194,000 in fiscal 2004.  Net income for the year was $392,000,
versus a net loss of $15.8 million in fiscal 2004.  Results for
fiscal 2004 included litigation settlement costs of $3.7 million
(as compared to $300,000 in such costs in fiscal 2005), a loss
from continuing operations of $10.7 million, (as compared to
income from continuing operations of $193,000, and a loss from
discontinued operations of $5.1 million, (as compared to income
from discontinued operations of $199,000, or $0.02 per diluted
share in fiscal 2005).

Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of cost-effective medical imaging and
diagnostic systems consisting of stationary and portable x-ray
systems, radiographic/fluoroscopic systems, dental imaging systems
and proprietary high-voltage power conversion subsystems for
medical and other critical industrial applications. Through its
RFI subsidiary, Del Global manufactures electronic filters, high
voltage capacitors, pulse modulators, transformers and reactors,
and a variety of other products designed for industrial, medical,
military and other commercial applications.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Del Global Technologies and its lender amended its domestic
credit facility, which waives the event of default arising from
the Company's non-compliance with the fixed charge coverage ratio
covenant.  The amendment lowered the minimum availability covenant
under the line of credit from $500,000 to $250,000.  Del Global
intends to refinance the Facility and any related debt before the
Aug. 1, 2005, expiration.  No assurance can be given that Del
Global will be able to refinance the Facility on terms acceptable
to Del Global or at all.  The failure to refinance the Facility
would have a material adverse effect on Del Global.

Del Global Technologies Corp., Bertan High Voltage Corp., Rfi
Corporation, And Del Medical Imaging Corp. are parties to a Loan
and Security Agreement dated as of June 10, 2002, with GE Business
Capital Corporation f/k/a Transamerica Business Capital
Corporation As Lender.

Del Global's balance sheet at April 30, 2005, reflected working
capital of $7.6 million, shareholders' equity of $7.7 million and
a stated book value of $.73 per share.  As of April 30, 2005, the
Company had approximately $900,000 of excess borrowing capacity
under its domestic revolving line of credit.


DELPHI CORP: Gets Interim Okay to Tap O'Melveny as Labor Counsel
----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ O'Melveny & Myers LLP as their special labor counsel to
focus on general labor matters and issues involving Sections 1113
and 1114 of the Bankruptcy Code.

Delphi Corporation Vice President and Chief Restructuring Officer
John D. Sheehan relates that O'Melveny has already served as the
Debtors' special labor counsel prepetition, and is, therefore,
familiar with the Debtors' businesses and operations.

O'Melveny, Mr. Sheehan continues, has significant experience in
providing labor advice to companies with regard to employers'
obligations and rights under Sections 1113 and 1114 of the
Bankruptcy Code and under the Employee Retirement Income Security
Act of 1974.  Through these representations, O'Melveny has
engaged in collective bargaining negotiations, federal court
litigation, and proceedings under the National Labor Relations
Act, the Railway Labor Act, and ERISA, with regard to issues
arising from the modification or rejection of CBAs under Section
1113 as well as retiree benefits and pension termination arising
under Section 1114.

Tom A. Jerman, Esq., a partner at O'Melveny, discloses that the
firm has represented General Motors in the past, but no longer
represents the company in any active matter.  To date, the firm
represents GMAC in the firm's Shanghai and Tokyo offices in
corporate matters.  However, the firm does not believe that these
relationships raise any actual or potential conflict of interest
relating to its representation of the Debtors.

Mr. Jerman further discloses that O'Melveny currently represents
Alan S. Dawes, Delphi's vice chairman and chief financial
officer, in connection with the Securities and Exchange
Commission investigation captioned "In the matter of Delphi
Corporation" and in "Glinka v. Delphi Corp., No. 05-71291 (E.D.
Mich.), which are both subject to an indemnification agreement by
which Delphi is funding the firm's defense of Mr. Dawes.

However, O'Melveny will not assist Mr. Dawes in connection with
discussions with the Debtors involving termination of his
employment, and the firm has, according to Mr. Jerman, "erected a
wall between the attorneys working on the existing Dawes matters
and those who will be serving as special labor counsel to the
Debtors."

The Debtors will pay O'Melveny at the firm's customary hourly
rates, subject to annual adjustments.  The O'Melveny attorneys
that will be working closely with the Debtors and their hourly
rates are:

        Robert A. Siegel                     $690
        Tom A. Jerman                        $680
        Rachel S. Janger                     $460
        Jessica Kastin                       $465
        Heejung Heidi Son                    $400
        Kyra Grundeman                       $270
        Deepa Ambekar                        $235
        Melissa Janiak                       $235
        Stacy Hauf                           $205

On an "evergreen" basis, the Debtors will pay O'Melveny a
$300,000 retainer for its legal fees, which will be treated as
the Debtors' property and held in a separate account.

Furthermore, if O'Melveny's legal services contribute to an
exceptionally successful result, the Debtors will consider paying
the firm, without any advance commitment and subject to Court
approval, an additional fee based on the nature and quality of
the firm's contribution to the results rather than a fee based
solely on the time expended.

Mr. Jerman assures the Court that the firm does not hold or
represent any interest adverse to the Debtors, their creditors,
any other party-in-interest in the Debtors' cases.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to employ O'Melveny 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: Gets Interim Nod to Tap Groom Law as Benefits Counsel
------------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Groom Law Group Chartered as their special employee
benefits counsel, pursuant to an engagement letter dated Sept. 16,
2005.

John D. Sheehan, vice president and chief restructuring officer
of Delphi Corp., tells the Court that Groom has extensive
experience in employee benefits law and its interplay with
restructuring and bankruptcy law.

Pursuant to the Engagement Letter, Groom will:

    (a) provide legal advice concerning the Debtors' employee
        benefits plans, including, but not limited to, the
        application of the Employee Retirement Income Security
        Act of 1974, as amended, and relevant provision of the
        Internal Revenue Code;

    (b) represent the Debtors in connection with any information
        inquiries, investigations, or proceedings brought by the
        Pension Benefit Guaranty Corporation, the Department of
        Labor, or the Internal Revenue Service, which are three
        federal agencies with regulatory authority over the
        Debtors' employee benefits plans; and

    (c) appear on the Debtors' behalf before the Court, any
        appellate court, and the Office of the United States
        Trustee in connection with matters relating to the
        Debtors' employee benefit plans.

Mr. Sheehan attests that Groom will do its best not to duplicate
services rendered by other professionals hired by the Debtors.

The Debtors will pay Groom according to its standard hourly rates
reduced by 10%.  Groom will also be reimbursed for expenses
according to its reimbursement policies.

The Groom attorneys that will be working for the Debtors and
their standard hourly rates, subject to annual adjustments, are:

        Gary Ford, Esq.                $695
        Charles Sheman, Esq.           $570
        Lonie Hassel, Esq.             $535
        Thomas Gigot, Esq.             $535
        Andree St. Martin, Esq.        $535
        Mark Lofgren, Esq.             $515
        John McGuiness, Esq.           $470
        Christine Keller, Esq.         $455

Lonie A. Hassel, Esq., a partner at Groom, assures the Court that
the firm does not hold or represent any interest adverse to the
Debtors, their creditors, the U.S. Trustee, or any other parties-
in-interest in the Debtors' cases.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to employ Groom Law Group
Chartered as their special employee benefits counsel, on an
interim basis.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Wants to Continue Hiring Ordinary Course Profs.
------------------------------------------------------------
Before they filed for bankruptcy protection, Delphi Corporation
and its debtor-affiliates retained the services of various
attorneys, accountants, and other professionals to represent them
in matters arising in the ordinary course of business.

The services rendered by the Debtors' 98 Ordinary Course
Professionals include:

    -- tax preparation and other tax advice;

    -- legal advice pertaining to various corporate and
       intellectual property matters;

    -- legal representation in respect of personal injury,
       commercial and employment matters; and

    -- real estate brokerage.

The Debtors wish to continue to employ the OCPs to render
services that are similar to those that were rendered
prepetition.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to:

    (1) employ the OCPs without the necessity of separate, formal
        applications approved by the Court; and

    (2) pay the OCPs for postpetition services rendered, subject
        to certain limits, without the necessity of additional
        Court approval.

John Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that if the expertise and
background knowledge of certain of the OCPs with respect to the
particular matters for which they were responsible prior to the
Petition Date are lost, the estates will incur additional and
unnecessary expense.  The Debtors will also be compelled to
retain other professionals having no similar background and
expertise.

"Although certain of the Ordinary Course Professionals may hold
unsecured claims against the Debtors, the Debtors do not believe
that any of the Ordinary Course Professionals has an interest
materially adverse to the Debtors, their estates, creditors, or
shareholders," Mr. Butler says.

A complete list of the Debtors' OCPs as of the Petition Date is
available for free at:

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

                     Payment of Fees & Expenses

The Debtors seek the Court's permission to pay, without formal
Court application, 100% of the postpetition fees and
disbursements to each OCP upon the submission to the Debtors of
an appropriate invoice setting forth, in reasonable detail, the
nature of the services rendered after the Petition Date.

The fees and disbursements should not exceed either:

    (a) $60,000 per month per OCP; or

    (b) $900,000 in the aggregate per OCP over the life of the
        Debtors' Chapter 11 cases.

To the extent that fees payable to any OCP exceed the $60,000
monthly limit, then that OCP will, by the 30th day of the month
following the month for which compensation is sought, submit a
monthly statement for the additional compensation sought to:

    (i) the Debtors:

        Delphi Corporation
        5725 Delphi Drive
        Troy, Michigan 48098
        Att'n: General Counsel

   (ii) counsel to the Debtors:

        Skadden, Arps, Slate, Meagher & Flom, LLP
        333 West Wacker Drive, Suite 2100
        Chicago, Illinois 60606
        Att'n: John Wm. Butler, Jr.

  (iii) special counsel to the Debtors:

        Shearman & Sterling LLP
        599 Lexington Avenue
        New York, NY 10022
        Att'n: Douglas P. Bartner

   (iv) counsel to the Debtors' postpetition lenders;

    (v) counsel to the Creditors' Committee; and

   (vi) the U.S. Trustee

        The Office of the United States Trustee
        33 Whitehall Street, Suite 2100
        New York, New York 10044
        Att'n: Deirdre A. Martini, Esq.

Parties-in-interest will have 20 days after the Monthly Statement
Date to review the statement for the additional compensation, and
to object to the additional fees requested by the OCP.

              Key Ordinary Course Professionals

The Debtors currently employ 13 OCPs, which the Debtors expect
will regularly submit invoices for services in excess of the
$60,000 per month limit:

    * Baker & Daniels,
    * Butzel, Long,
    * Cadwalader Wickersham & Taft LLP,
    * Covington & Burling LLP,
    * Cantor Colburn LLP,
    * Equis Corporation,
    * Ernst & Young LLP,
    * Howard & Howard Attorneys, P.C.,
    * Jones Day,
    * Jones Lang LaSalle,
    * Price, Heneveld, Cooper, DeWitt,
    * Rader Fishman & Grauer, and
    * Wilmer Cutler Pickering Hale & Door, LLP

The Debtors propose that the procedures for payment of Key OCPs
be the subject of a protocol to be established by the Joint Fee
Review Committee.  The Debtors request that the Key OCPs:

    (1) be authorized to continue to render services to the
        Debtors pending the establishment of the protocol; and

    (2) not be required to file a formal retention application
        unless required to do so by the Joint Fee Review
        Committee.

               Submission of Rule 2014 Affidavits

The Debtors ask Judge Drain to excuse the OCPs from filing an
affidavit of disinterestedness pursuant to Rule 2014 of the
Federal Rules of Bankruptcy Procedure.

The Debtors propose that each Ordinary Course Professional that
is an attorney in the United States be required to file with the
Court and to serve on the Interested Parties an "Affidavit of
Ordinary Course Professional."

Mr. Butler relates that the Debtors will coordinate with the U.S.
Trustee regarding alternative procedures that will recognize the
unique position of foreign professionals, whose services are
critical to the Debtors, but who are unfamiliar with and may be
unwilling to follow the procedures applicable to professionals
within the United States.

                       De Minimis OCPs

The Debtors employ a significant number of legal professionals,
which charge fees and disbursements that are relatively minimal.
The Debtors anticipate that the number of De Minimis OCPs will
increase because many of the litigation matters in respect of
which legal services are currently provided will be stayed.

The Debtors, therefore, ask the Court for authority to pay any
legal professional whose services do not result in fees and
disbursements in excess of $5,000 per month per professional.

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)


DUQUESNE LIGHT: S&P Rates Pref. Stock & Sr. Unsec. Debt at Low-B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured debt and 'BB+' preferred stock ratings to utility
holding company Duquesne Light Holdings Inc.'s $400 million mixed
shelf registration, pursuant to SEC Rule 415.

The outlook is negative.  Pittsburgh, Pennsylvania-based DLH had
about $958 million of debt as of June 30, 2005.

The company has indicated that the proceeds will be used for
general corporate purposes, including debt repayment and to make
loans to or equity investments in subsidiaries.

The ratings on DLH reflect a satisfactory business profile
incorporating the strong business risk profile of subsidiary
Duquesne Light Co., a low-risk transmission and distribution
utility operating in and around Pittsburgh, Pennsylvania, and
DLH's exit from riskier competitive businesses.

These strengths are offset by DLH's weak but improving financial
profile, supply risks from provider of last resort obligations,
the higher risk of a remaining unregulated portfolio of
competitive businesses, outstanding state and federal tax issues,
and exposure to reduced income from operating synthetic fuel
facilities.

"The negative outlook reflects these multiple challenges
confronting DLH that could result in lower ratings," said
Standard & Poor's credit analyst Gerrit Jepsen.


EAGLEPICHER HOLDINGS: Moves to Terminate Inc.'s CEO Bert Iedema
---------------------------------------------------------------
EaglePicher Holdings, Inc. and its debtor-affiliates, in
consultation with their Official Committee of Unsecured Creditors,
have decided to terminate, without cause, the employment of Bert
Iedema, EaglePicher Incorporated's chief executive officer.

In accordance with the planned termination, the Debtors ask the
U.S. Bankruptcy Court for the Southern District of Ohio to approve
certain beneficial non-investment and non-compete agreements with
Mr. Iedema.

The Debtors also ask the Bankruptcy Court for authority to pay Mr.
Iedema certain amounts due under the court-approved key employee
retention plan.

Stuart Gleichenhaus, the Debtors' chief restructuring officer,
will succeed Mr. Iedema as CEO.  He will also be appointed to
EaglePicher Inc.'s board of directors.

                    Non-Investment Agreement

Mr. Iedema will execute a non-investment agreement barring him
from owning any equity, including options, warrants or synthetic
equity such as stock appreciation rights, in any company that
competes with EaglePicher Inc. within the one-year period
following his termination.

In exchange for Mr. Iedema's non-investment assurance, EP
Wolverine GmbH, EaglePicher Inc.'s European, non-debtor affiliate,
will purchase 126 shares of Mr. Iedema's Series B 11.75%
Cumulative Redeemable Exchangeable Preferred Stock in EaglePicher
Holdings, Inc.

                  Key Employee Retention Plan

The Debtors' Key Employee Retention Plan, approved on Aug. 26,
2005, grants key employees who are involuntarily terminated
without cause, or who voluntarily terminate their employment for
good reason, an enhanced severance benefit equal to a certain
percentage of their salary.

Mr. Iedema is entitled to receive the enhanced severance benefit
under the KERP.  The exact amount of the payment he will receive
is confidential.

EaglePicher Inc.'s board has also decided to award Mr. Iedema a
pro-rated bonus payment under the Company's Annual Incentive
Compensation Program.

As partial consideration for the AICP bonus, Mr. Iedema has agreed
to provide consulting services to the Debtors for no more than ten
hours per month over a period of one year.

Mr. Iedema has also agreed to continue serving as director of
Eagle-Picher Industries Europe, BV, EaglePicher Inc.'s Dutch
non-debtor subsidiary, until completion of a plan of
reorganization for EaglePicher Inc.

                      Non-Compete Agreement

In addition to providing consulting services, Mr. Iedema will also
sign a non-compete agreement with the Debtors.  The non-compete
agreement will prohibit Mr. Iedema from becoming an employee of,
consultant or board member to, or employee of an investor in any
business entity that directly competes with any of the Debtors,
Reorganized Debtors or any acquirer of the businesses of the
Debtors for a period of one year.

                       Committee's Support

The Committee supports Mr. Iedema's termination and the
appointment of Mr. Gleichenhaus as CEO saying that that the
termination agreements with Mr. Iedema reflect fair and reasonable
terms.

Ronald E. Gold, Esq., at Frost Brown Todd LLC, tells the
Bankruptcy Court that the Debtors actively sought the input of the
Committee, and the Committee actively engaged in the negotiations
with the Debtors and Mr. Iedema regarding the terms and conditions
of the proposed separation.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner, Esq., at
Squire, Sanders & Dempsey L.L.P. represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$585 million in consolidated assets and $730 in consolidated
debts.


EASTMAN KODAK: S&P Lowers Sr. Unsecured Debt Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and secured bank loan ratings on Eastman Kodak Co. to 'B+' from
'BB-' and its senior unsecured debt rating on the company to 'B'
from 'B+'.

At the same time, Standard & Poor's removed these ratings from
CreditWatch, where they were placed on July 21, 2005, with
negative implications.  The outlook is negative.  As of
Sept. 30, 2005, the Rochester, New York-based imaging company
had $3.6 billion in debt.

"The downgrade reflects our reduced confidence with Kodak's
profitability and cash flow prospects," said Standard & Poor's
credit analyst Steve Wilkinson, citing the ongoing and rapid
deterioration of the company's traditional consumer imaging
business, the unproven profit potential of its emerging digital
imaging businesses, high cash restructuring costs, and economic
uncertainty.

These factors create low earnings and cash flow visibility and
cause Standard & Poor's concern about the company's ability to
reach its cash flow targets and maintain an adequate margin of
compliance with the bank leverage covenant that tightens rapidly
throughout 2006.

Cash flow has dropped to slightly negative because modest digital
profit growth has been insufficient to offset lower traditional
imaging earnings and high cash restructuring payments.  The profit
potential of Kodak's new digital businesses is subject to the
emerging nature of these new markets, intense competition, and low
digital output and recurring revenue levels.

Also, Kodak's debt levels and leverage are elevated following $1.8
billion in gross acquisitions in the second quarter, completing
the aggressive $3 billion acquisition strategy that Kodak launched
in September 2003.


EMPIRE DISTRICT: S&P Assigns BB+ Ratings to Trust-Preferred Stock
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-'
senior secured debt, 'BBB-' senior unsecured debt, and 'BB+'
preferred stock ratings to electric utility Empire District
Electric Co.'s $400 million universal shelf registration, pursuant
to SEC Rule 415.

Standard & Poor's also placed the ratings on CreditWatch with
negative implications.

The shelf registration includes about $50 million of securities
registered in an earlier registration statement.

Joplin, Missouri-based Empire had about $428 million in debt and
trust-preferred securities as of June 30, 2005.

The CreditWatch listing reflects Empire's announced acquisition of
a natural gas utility in Missouri from Aquila Inc. for $84 million
plus adjustments.

"The acquisition is expected to result in higher debt levels since
it will likely be financed with a mix of debt and equity," said
Standard & Poor's credit analyst Gerrit Jepsen.

Standard & Poor's will resolve the CreditWatch after assessing the
assets to be acquired and the financing plan, the likely reaction
of the Missouri Public Service Commission to the acquisition, and
the effect of higher commodity prices on Empire's financial
metrics.


EPIXTAR CORP: U.S. Trustee Meeting With Creditors on November 18
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Epixtar
Corp., and its debtor-affiliates' creditors at 10:00 a.m., on
Nov. 18, 2005, at the Office of the U.S. Trustee, 51 SW 1 Avenue,
Room 1021, Miami, Florida 33130.  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 Miami, Florida, Epixtar Corp., --
http://www.epixtar.com/-- f/d/b/a Global Assets Holding Inc.,
aggregates contact center capacity and robust telephony
infrastructure to deliver comprehensive, turnkey services to the
enterprise market.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 6, 2005 (Bank. S.D. Fla. Case
No. 05-42040).  Michael D. Seese, Esq., at Kluger, Peretz, Kaplan
& Berlin, P.L., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $30,376,521 and total debts
of $39,158,724.


FORD MOTOR: $1.2B Pretax Loss Prompts S&P to Retain Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB+' long-term and 'B-1'
short-term ratings on Ford Motor Co., Ford Motor Credit Co., and
all related entities will remain on CreditWatch with negative
implications following Ford's announcement of weak
third-quarter earnings.  Ford's ratings were placed on CreditWatch
negative on Oct. 3, 2005.

Hertz Corp.'s ratings were placed on CreditWatch negative on
Sept. 13, 2005, pending completion of Ford's plan to divest
Hertz.  Consolidated debt outstanding totaled $142 billion at
Sept. 30, 2005.

"Ford's third-quarter results show a pretax loss of $1.2 billion
in North America, excluding special items," said Standard & Poor's
credit analyst Scott Sprinzen, "resulting from lower sales of SUVs
and higher costs in various areas.  " This poor financial
performance heightens concerns about the company's ability to
effect a timely turnaround in its critical North American
operations, and Ford has recently made several management changes
focused on North America.

S&P expect Ford to eventually reach an agreement with the United
Auto Workers union similar to that announced by General Motors
Corp. that could result in a substantial reduction of Ford's
burdensome health care costs in the long term.  As with GM
however, near-term cash cost savings could be offset if Ford
committed to funding a newly created VEBA trust. S&P will assess
the terms of any such agreement as part of S&P's review.

S&P also will consider details of other cost-cutting actions--
including steps to reduce manpower and curtail excess production
capacity -- which management now expects to disclose in January.

The CreditWatch placement reflects our increased concerns about
Ford's ability to affect a turnaround at its troubled North
American automotive operations amid a sharply deteriorating
product mix and sales volume, and prospects for persisting severe
pricing pressure.  We currently plan to resolve this CreditWatch
action following Ford's announcement of its fourth-quarter
results.  We presently believe the rating is unlikely to be
lowered below 'BB/B-2'.


GATEWAY INTERNATIONAL: Granted Appeal Hearing on SEC Proceedings
----------------------------------------------------------------
Gateway International Holdings, Inc., reported that the Securities
and Exchange Commission has agreed to hear its appeal of the
administrative law judge's initial decision to revoke the
Company's registration and to issue a cease and desist order
against the Company's president, chief executive officer and
director, Larry Consalvi.

The SEC's order reads:

"Pursuant to Rule 411 of the rules of Practice, the petition of
Gateway International Holdings, Inc. and Lawrence A. Consalvi for
review of the administrative law judge's initial decision is
granted.  Pursuant to Rule 411(c), the commission on its own
initiative, had determined to review what sanctions, if any, are
appropriate in this matter."

Gateway International has now filed all the remaining outstanding
10-QSB and 10-KSB filings.  The remaining 10-QSB filings included
the quarter ended Dec. 31, 2003, the six-month period ended March
31, 2004 and the nine-month period ended June 30, 2004.

"The SEC has seen fit to review the decision and I am hopeful that
we will be successful in our appeal.  Furthermore we have filed
all of the outstanding 10-QSB's to bring our filings up to date.
We continue to work closely with our advisors to resolve any
remaining issues that the Corporate Finance division of the
Securities and Exchange Commission may have in relation to the
financial statements that we have filed.  We are anxious to
continue our aggressive acquisition plans," Says Mr. Consalvi on
the SEC order.

                   SEC Proceedings

During the period Feb. 19, 2003 to June 16, 2005, Gateway
International suspended making quarterly and annual reports to the
SEC.  At the present time the Company has come current with its
delinquent filings through June 30, 2005, in response to the April
2005 proceedings instituted against the Company by the SEC, which
had had issued cease and desist proceedings against Mr. Consalvi.

The SEC seeks to suspend the registration of Gateway
International's securities for a period not exceeding 12 months or
revoke the registration of its securities, and to cause the
Company and Mr. Consalvi to cease and desist from committing any
violations of Section 13(a) of Rules 13a-1 and 13a-13 of the 1934
Act in the future.

The proceedings arose from the Company's failure to comply with
reporting obligations while its securities were registered with
the SEC in that the Company failed to file its annual report on
Form 10-K for the fiscal three months ended Dec. 31, 2004, and
four quarterly reports on Form 10-Q for the quarters ended March
31, 2003, June 30, 2003, Dec. 31, 2003, and March 31, 2004 and
that Mr. Consalvi, during his tenure as Company President, caused
Gateway to violate these reporting requirements.

Gateway International plans to vigorously defend against these
actions and thus has brought all its delinquent filings up to
date, still there can be no assurance that the SEC will not pursue
this action even after these filings have been made.

If the registration of Gateway International's securities is
either suspended or revoked, the Company's stockholders will not
be able to publicly sell its securities unless, and until,
whatever the case may be, the period of suspension is over, or
Gateway is able to have a new registration statement declared
effective by the SEC.  There is no assurance that the Company
would be able to accomplish that, or that any private market for
its securities can or will develop.

               June 30, 2005 Financial Results

In its Form 10-QSB for the three-months ended June 30, 2005,
Gateway International reports a $400,685 net income on $6,143,331
of net sales compared to $205,172 of net income on $2,048,350 of
net sales for the comparable period in 2004.  The increase in net
income of $195,513 is approximately 95.29%.  The Company's net
sales for each of the three and nine month periods ended June 30,
2005 increased due to the operations of Gateway's wholly owned
subsidiaries acquired in Gateway's fiscal year 2005.

The Company's balance sheet showed $ 21,426,214 of assets at June
30, 2005, and liabilities totaling $7,139,034.

                       Going Concern Doubt

Kabani & Company, Inc., of Huntington Beach, California, expressed
substantial doubt about Gateway International's ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended Sept. 30, 2004 and
2003.  The auditing firm pointed to the Company's $1,536,803
accumulated deficit as of Sept. 30, 2004.  At June 30, 2005, the
Company has accumulated deficit of $200,950.

Gateway International Holdings Inc. (Pink Sheets: GWYI) --
http://www.gwyi.com/-- is a diversified holding company that
operates through its wholly owned subsidiaries principally in the
aerospace and defense markets.  It currently has 8 subsidiaries in
operation including:

       * Eran Engineering, Inc.;
       * Elite Machine Tool Company, Inc.;
       * All American CNC Sales, Inc.;
       * A-Line Capital Corporation;
       * Accurate Technology;
       * ESK, Inc.,
       * Spacecraft Machines, Inc.; and
       * Nu-Tech Industrial Sales, Inc.

The Company and its subsidiaries are engaged in acquiring,
refurbishing and selling pre-owned and new Computer Numerically
Controlled machine tools, and manufacturing of precision component
parts in the fields of defense, aerospace, automotive and medical
tools.


GEORGE CASSIDY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George Edward Cassidy
        425 Dockside Drive
        Unit C-906
        Naples, Florida 34110

Bankruptcy Case No.: 05-27075

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Florida (Fort Myers)

Debtor's Counsel: Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser PA
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Cedar Boulevard Lease Funding, LLC            $3,200,000
   Successor to DVI Financial Svcs, Inc.
   22 South Main Street, Suite 1
   Topsfield, MA 01983

   Advanced Imaging Center/ North IL             $2,000,000
   527 West South Street
   Woodstock, IL 60050

   Retek Investors, LLC                          $1,007,000
   1610 Castle Bar Lane
   McHenry, IL 60050

   Spiros Gerolimatos, M.D.                        $880,000
   13 South Winstone Drive
   Barrington, IL 60010

   Harris Bank                                     $505,000
   122 West Main Street
   Cary, IL 60013

   Copelco Capital, Inc.                           $347,124
   700 East Gate Drive
   Mount Laurel, NJ 08054

   Quentin Road Partners, LLC                      $270,000
   C/O GK Development, Inc.
   Attn: Managing Member
   118 Barrington Commons, Suite 220
   Barrington, IL 60010

   Partners Equity Capital Co., LLC                $216,062

   DiMonte and Lizak                               $200,000

   Internal Revenue Service                         $85,642

   First Sierra Financial Inc.                      $40,950

   Popular Leasing                                  $31,970

   HPSC, Inc.                                       $29,520

   U.S. Bank                                        $26,000

   Philips Medical Financial Services, Inc.         $21,054

   Barrington Place, LLC                            $19,500

   California Department of Revenue                  $6,023

   Dell Financial Services, Inc.                       $900

   United Mileage Plus Visa                            $100

   First USA Visa                                      $100


GLOBAL INTERNATIONAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Global International Holdings USA, Inc.
        12615 West Dixie Highway
        North Miami, Florida 33161

Bankruptcy Case No.: 05-60012

Chapter 11 Petition Date: October 20, 2005

Court: Southern District of Florida (Miami)

Judge: A Jay Cristol

Debtor's Counsel: James A. Poe, Esq.
                  9500 South Dadeland Boulevard, Suite 610
                  Miami, Florida 33156
                  Tel: (305) 670-3950

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.


HEARTLAND GROUP: Security Fund's Report In & Objections Due Today
-----------------------------------------------------------------
The NYIE Security Fund, Inc., asks the Supreme Court of the State
of New York, County of New York, to approve its final report and
accounting concerning its pro-rata payment of unpaid contractual
obligations indexed as 119499/03.

The NYIE Security Fund, Inc., is the Liquidator of five insolvent
former underwriting members of The New York Insurance Exchange,
Inc.:

   -- U.S. Risk, Inc.,
   -- KCC New York Syndicate Corporation,
   -- Pine Top Syndicate, Inc.,
   -- The Realex Group, N.V., and
   -- Heartland Group, Inc.

A hearing is scheduled on Nov. 3, 2005, at 9:30 a.m. in Courtroom
232, at the Courthouse located at 60 Centre Street in Manhattan.
Objections, if any, must be received by the Clerk of the Court
today, Oct. 24, 2005, and Security Fund must be given a copy.

Copies of the Final Report and Accounting are available at:

      Donovan Parry McDermott & Radzik
      Wall Street Plaza
      88 Pine Street, 21st Floor
      New York, NY 10005-1801

                     Summary of Final Report

The Security Fund reports that as of Dec. 31, 2004, it had
$81,620,935.73 in assets available to pay claims and unpaid
contractual obligation of $112,553,457.81.  To date, the Security
Fund has made two pro-rata distributions to certified claimants
totaling $81,620,935.73 in accordance with its plan for
distribution of assets and payment of unpaid contractual
obligations.  Distributions were made net of disallowed amounts
pursuant to the limitations on paying unpaid contractual
obligations under Article XII of the Exchange's Constitution and
By-Laws.


INNOVA PURE: Turner Stone Raises Going Concern Doubt
----------------------------------------------------
Turner, Stone & Company LLP, expressed substantial doubt about
Innova Pure Water, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended June 30, 2005.  The auditing firm points to the
Company's $251,800 negative working capital at June 30, 2005 and
$9,369,500 accumulated deficit.

Innova Pure's annual report for the fiscal year ended
June 30, 2004 also contained a negative going concern opinion
from its previous independent auditor, Pender Newkirk & Company,
CPAs.  The auditing pointed to the Company's recurring losses and
negative working capital at June 30, 2004.

                     Fiscal 2005 Results

For the fiscal year ended June 30, 2005, Innova Pure recorded
total sales revenue of $312,400 as compared to the fiscal year
ended June 30, 2004 when total sales revenue was $671,300.  The
Company incurred a $242,200 net loss for fiscal 2005 compared to a
$282,800 net loss in fiscal 2004.  Management attributes the
decrease in net loss to royalties earned and other income.

The Company's balance sheet showed $1,297,500 of assets at June
30, 2005, and liabilities totaling $527,400.

                       New Acquisitions

Effective June 27, 2005, Innova Pure entered into two Stock
Acquisition Agreements with DesertView Management Services, Inc.,
and Numera Software Corporation.

The Company acquired the net assets of Numera and DesertView in
exchange for 16.6 million and 2.5 million shares of common stock
valued at $846,600 and $127,500, respectively.

DesertView's primary objective is to enhance the ability of small
to medium sized businesses to produce higher profit levels through
full utilization of their Information Technology resources.  The
Company's focus is to achieve a change in its clients' management
strategies that will produce an increase in profitability through
growing, and at times restructuring their IT infrastructure.

Numera provides small to mid-sized businesses with full-featured,
easy-to-use, real-time accounting software systems that meet or
exceed the performance characteristics of mid to high-end
competitors, at significantly lower cost.

Innova Pure Water, Inc. -- http://www.innovapurewater.com/--
designs, develops, manufactures, and markets unique consumer water
filtration and treatment products. These products have been
historically of the portable nature and generally consist of a
container serving as a water reservoir incorporating highly
efficient water filtering and treatment technology.


INTEGRATED HEALTH: Has Until January 4 to Object to Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline to file objections to all administrative and other
claims in the IHS Liquidating, LLC, as successor to Integrated
Health Services, Inc., and certain of its direct and indirect
subsidiaries' Chapter 11 cases to January 4, 2006, without
prejudice to its right to seek additional extensions.

As previously reported in the Troubled Company Reporter on
September 30, 2005, Joseph M. Barry, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that as
of the Plan Effective Date, the IHS Debtors have reviewed
substantially more than 14,000 claims filed in their cases.
However, a number of claims have not yet been fully analyzed and
nearly 2,000 claims are still being disputed pursuant to pending
claims objection.

Mr. Barry asserts that the extension of the Claims Objection
Deadline will provide IHS Liquidating with much-needed time to
effectively evaluate all claims, prepare and file additional
objections to claims and, where possible, attempt, to consensually
resolve disputed claims.

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)


INTERPUBLIC GROUP: S&P Affirms B+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on The
Interpublic Group of Cos. Inc., including the 'B+' long-term
corporate credit rating.  All ratings were removed from
CreditWatch, where they had previously been placed with negative
implications.  The outlook is negative.

New York, New York-based global advertising agency holding company
Interpublic had approximately $2.2 billion in debt outstanding at
June 30, 2005.

"The rating action acknowledges that Interpublic has completed a
$525 million preferred stock offering, which will help the company
to maintain adequate liquidity despite increased financial
requirements," said Standard & Poor's credit analyst Alyse
Michaelson Kelly.

Considerable cash outlays could be made over the next 24 months
related to the company's financial restatement, at the same time
that substantial professional fees are significantly diminishing
Interpublic's cash flow.  The preferred stock is perpetual and is
convertible into common stock at any time at the option of the
holder.

However, it does not contain mandatory conversion terms and does
not permit deferral of dividend payments.  Because the preferred
issue contains both debt-like and equity-like terms, we will base
our analysis on debt to EBITDA ratios that both include and
exclude this issue.

The rating on Interpublic reflects its weak revenue growth and
profitability compared with peers, high leverage, and ongoing
material weakness in internal controls, and concerns about the
company's ability to maintain existing accounts and generate new
business.  These factors are only partially offset by
Interpublic's portfolio of advertising and communications services
brands known for their creative capabilities, its broad geographic
and business diversity, and healthy cash balances.

Additional concerns relate to an ongoing SEC investigation into
the company's accounting problems, the time and costs required to
remedy accounting and financial reporting challenges, and the
potential for shareholder litigation and further restructurings.

Interpublic's revenue, margin, and cash flow trends have
underperformed the other major global advertising agency holding
companies.  Performance at the company's flagship McCann
WorldGroup will be an important driver of Interpublic's overall
results; this group is endeavoring to restore margins and revenue
growth.

At the same time, major account losses underscore the
problems at other key agencies and in Interpublic's media-buying
and planning businesses.


IVOW INC: Acquiring Sound Health Solutions in Cash & Stock Deal
---------------------------------------------------------------
iVOW, Inc. (Nasdaq: IVOW) signed a definitive agreement to acquire
Sound Health Solutions, a Seattle-based healthcare provider
specializing in the medical treatment of obesity, for a
combination of cash and stock, plus additional stock-based
consideration contingent upon certain performance targets being
met.  The acquisition is expected to close during the fourth
quarter of 2005 and is expected to be accretive to earnings within
12 months.

Sound Health will operate as a wholly owned subsidiary of iVOW.
As part of the transaction, iVOW has signed multi-year independent
contractor agreements with SHS' physician co-founders Dr. Frances
Gough and Dr. Teresa Girolami who will be integrally involved with
the SHS and iVOW businesses.

The SHS business model integrates extremely well with iVOW's.  SHS
provides obese patients a four-pronged, customized medically
managed weight loss programs as follows:

   -- Physician Supervision: SHS's medical doctors develop
      programs, evaluate patients and communicate with primary
      care providers.

   -- Exercise: SHS offers one-on-one sessions with highly
      qualified and certified personal trainers in a private,
      clinical setting.

   -- Nutrition Education: SHS's Registered Dieticians and
      Certified Diabetic Educators develop individualized
      approaches to help patients focus on healthful eating
      patterns for a lifetime, rather than temporary calorie and
      food restrictions.

   -- Behavior Change: SHS's licensed Clinical Psychologists and
      Behavior Change Counselors help patients replace unhealthy
      habits with healthy ones in order to create a more positive
      lifestyle.

SHS not only works with individual patients, but also serves as
the preferred provider of weight-management services for
corporations.  SHS clientele include Premera Blue Cross of
Washington, Aetna of Washington, and the Washington Teamsters.  A
weight-management program developed by SHS and a greater Seattle-
based Fortune 100 company was subsequently adopted by Premera Blue
Cross.  In 2005, this weight-management program was recognized as
an innovative, forward-thinking strategy in the fight against
obesity by the National Institute of Health Care Management, a
non-profit, non-partisan health care management research and
educational foundation.

"The acquisition of SHS adds a highly respected medical treatment
model to our bariatric surgical model, and better aligns our
company with the emerging treatment approaches for obesity," Dr.
Michael Owens, President and CEO of iVOW, said.  "We are now
uniquely positioned in the marketplace to offer hospitals, payors
and employers a comprehensive program that includes both medical
and surgical treatment options for patients.  We believe our
current roster of iVOW Centers will have a strong interest in
adding our new medical treatment model, and we will also have a
more compelling offering to attract new clients.  Through this
transaction, we believe we have increased our ability to service
the growing demand for obesity treatment and significantly
enhanced our opportunities to grow the business going forward."

"We are very excited to join forces with iVOW, an innovator in
obesity treatment," said Dr. Frances Gough, co-founder of SHS.
"We believe our businesses complement each other well, and our
collaborative efforts can have a positive impact on growing both
the medical and surgical models of the Company."

"We are very proud of the results that our weight-management
program has produced over the years," said Dr. Teresa Girolami,
co-founder of SHS.  "Over a six-year period we have treated
hundreds of employees or spouses in our programs. We have achieved
an average weight loss per participant of 5-10 percent of starting
weight, reduced the number of participants with high cholesterol
by half, and reduced the number with high-blood pressure by 30%.
Many of our patients have maintained their weight loss and health
improvements because we have taught and they have embraced
multidisciplinary life-enhancing and risk-reducing behaviors.  We
look forward to working with iVOW to build upon the success we
have achieved and expand the number of patients that can benefit
from our innovative weight-management programs."

iVOW, Inc. -- http://www.ivow.com/-- f/k/a Vista Medical
Technologies, Inc., is focused exclusively on the disease state
management of chronic and morbid obesity.  They provide program
management, operational consulting and clinical training services
to physicians and hospitals involved in the medical and surgical
treatment of morbidly obese patients.  They also provide
specialized vitamins to patients who have undergone obesity
surgery.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
J. H. Cohn LLP says there's substantial doubt about iVOW, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.

As of Dec. 31, 2004, the Company had an accumulated deficit, and
management believes that the Company will require additional
financing to fund its operations beyond June 2005.  Management
isn't sure that such financing will be available.

At Dec. 31, 2004, the Company had cash and cash equivalents of
$1.97 million.


JAMES ROSE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: James Earl Rose
        3999 North State, Route 1-17
        Momence, Illinois 60954

Bankruptcy Case No.: 05-94897

Chapter 11 Petition Date: October 14, 2005

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Edmund G. Urban, III, Esq.
                  Urban & Burt, Ltd.
                  5320 West 159th Street, Suite# 501
                  Oak Forest, Illinois 60452
                  Tel: (708) 687-5200

Total Assets: $9,429,726

Total Debts:  $8,063,953

Debtor's List of 4 Creditors Holding Unsecured Nonpriority Claims:

   Entity                                      Claim Amount
   ------                                      ------------
   Joseph Ramacci                                  $800,000
   C/O Michael Muneich
   3235 45th Street, Suite 304
   Highland, IN 46322

   H.S.B.C. (Nevada)                                   $323
   P.O. Box 98706
   Las Vegas, NV 89193

   M.B.N.A. America                                    $273
   P.O. Box 17054
   Willminton, DE 19884

   Corey Tyler Braddy, Et Al.                            $0
   C/O Charles P. Dargo
   9151 North 1200 West
   Demotte, IN 46310


JETBLUE AIRWAYS: Reduced Earnings Cue to S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered selected ratings on
JetBlue Airways Corp., including lowering the corporate credit
rating to 'B+' from 'BB-'.  The ratings are removed from
CreditWatch, where they were placed with negative implications on
Sept. 21, 2005; the outlook is stable.  Ratings on enhanced
equipment trust certificates that are rated 'AAA' due to their
insurance guarantee are affirmed.

"The downgrade is due to the company's substantially reduced
earnings, which has negatively affected its financial profile,"
said Standard & Poor's credit analyst Betsy Snyder.  "Ongoing high
fuel prices are the primary culprit for JetBlue's weak earnings
performance, which is expected to culminate in the company's first
annual loss since 2001," the analyst continued.

As a result, and along with increasing levels of debt associated
with new aircraft deliveries, JetBlue's credit ratios, which had
been among the strongest relative to other U.S. airlines, have
weakened somewhat.

The ratings on JetBlue reflect a somewhat weaker financial profile
after the incurrence of substantially reduced profitability and an
expected loss for full-year 2005, and the inherent risk
characteristics of the U.S. airline industry.  Ratings also
incorporate the company's still relatively low operating costs,
despite ongoing high fuel prices, and continuing high demand for
its product offering.

Despite the adverse airline environment, the company had enjoyed
consistent profitability since 2001 due to its low cost structure
and high load factors that resulted from strong passenger demand.

However, since the second half of 2004, the company's
profitability has been hurt by high fuel prices, with only minimal
fuel hedging programs in place to offset rising fuel prices.

As a result of the company's declining financial performance and
incremental debt to finance new aircraft deliveries, its financial
profile has weakened somewhat.  Its EBITDA interest coverage of
around 2x, and funds from operations to debt of under 10% are not
only below the levels reached in 2003 -- EBITDA interest coverage
of 4.5x and FFO to debt of 14% -- but also weaker than those
expected at its previous 'BB-' rating level.

JetBlue's costs are expected to remain under pressure as long as
fuel prices remain high.  However, the company's nonfuel costs are
among the lowest in the industry and its revenues should benefit
from reduced competition as competitors reduce capacity in some of
its markets.

As a result, the effect on its credit ratios is anticipated to be
modest over the near term.  In addition, its financial profile
will continue to be aided by minimal debt maturities and fairly
good liquidity for its rating.  However, if the company were to
experience material losses, the outlook could be revised to
negative.  Revision to a positive outlook is not considered
likely.


JOE GLADNEY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Joe Louis Gladney
        2301 Sinclair Lane
        Baltimore, Maryland 21213

Bankruptcy Case No.: 05-43881

Chapter 11 Petition Date: October 16, 2005

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Constance M. Hare, Esq.
                  Mehlman, Greenblatt & Hare, LLC
                  723 South Charles Street, Suite LL3
                  Baltimore, Maryland 21230
                  Tel: (410) 547-0300
                  Fax: (410) 547-7474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Douglas A. West                               $1,000,000
   P.O. Box 61110
   Columbia, SC 29260-1110

   DLA Piper Rudnick Gray Cary US LLP              $100,000
   6225 Smith Avenue
   Baltimore, MD 21209-3600

   Gordon Feinblatt Rothman                         $30,000
   Hoffberger & Hollander, LLC
   233 East Redwood Street
   Baltimore, MD 21202

   Tydings and Rosenberg, LLP                       $28,000
   100 East Pratt Street
   Baltimore, MD 21202


JERNBERG INDUSTRIES: Court Approves Chapter 7 Conversion
--------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois approved Jernberg Industries, Inc.,
and its debtor-affiliates' request to convert their chapter 11
cases into a liquidation under chapter 7 of the Bankruptcy Code.
The conversion to chapter 7 is effective as of Oct. 10, 2005.

Pursuant to Judge Squires' order, all chapter 11 professionals are
required to file their final fee applications by Monday, Oct. 24,
2005.  A hearing on the final fee applications is scheduled at
10:00 a.m. on Nov. 21, 2005.

The Debtors are also required to submit a schedule of unpaid debts
incurred from June 29, 2005 until the conversion date by Nov. 9,
2005. By the same date, the Debtors are also required to provide
the U.S. Trustee with a final report and accounting of their
bankruptcy cases.

KPS Special Situations Fund II completed the acquisition of
substantially all of the assets of Jernberg Industries, Inc., Iron
Mountain Industries, LLC and related entities.

KPS acquired the assets through a newly formed company, Hephaestus
Holdings, Inc., for $1.25 million in cash and the assumption of
certain of the Debtors' liabilities.

The Debtors ceased all operations and terminated all of their
employees when the parties closed the sale on Sept. 7, 2005.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $50 million to
$100 million.  CM&D Management Services, LLC's A. Jeffery Zappone
serves as the Debtors' Chief Restructuring Officer.  CM&D Joseph
M. Geraghty sits as Cash and Restructuring Manager and Joshua J.
Siano, Gerald B. Saltarelli and J. David Mathews serve as Cash and
Restructuring Support personnel.


LEVITZ HOME: Judge Lifland Waives Sec. 345 Investment Guidelines
----------------------------------------------------------------
At the behest of Levitz Home Furnishings, Inc., and its debtor-
affiliates, the Honorable Burton R. Lifland of the U.S. Bankruptcy
Court for the Southern District of New York waives the investment
and deposit requirements under Section 345 of the Bankruptcy Code.

On an interim basis, the Court authorizes the Debtors to invest
and deposit funds in accordance with their existing investment
guidelines.

Section 345 of the Bankruptcy Code governs a debtor's deposit and
investment of cash during a Chapter 11 case, and authorizes
deposits or investments of money as will yield the maximum
reasonable net return on the money, taking into account the
safety of that deposit or investment.  The investment guidelines
in Section 345 set forth:

   (i) The maintenance of the Money Market Account;

  (ii) The deposit of any other excess funds in domestic bank
       accounts insured by the United States through the Federal
       Deposit Insurance Corporation and the Federal Savings and
       Loan Insurance Corporation; and

(iii) The applicable institutions to be authorized and directed
       to accept and hold or invest the funds, at the Debtors'
       direction, in accordance with the Investment Guidelines.

For deposits or investments that are not insured or guaranteed by
the United States or by a department, agency, or instrumentality
of the U.S. or backed by the full faith and credit of the U.S.,
Section 345(b) requires the estate to obtain from the entity with
which the money is deposited or invested a bond in favor of the
U.S. and secured by the undertaking of an adequate corporate
surety, unless the Court, for cause, orders otherwise.

Richard H. Engman, Esq., at Jones Day, in New York, argues that,
although the Investment Guidelines may not strictly comply with
the approved investment guidelines identified in Section 345, the
Debtors' deposits and investments in all cases nevertheless are
safe, prudent and designed to yield the maximum reasonable net
return on the funds invested, taking into account the safety of
the deposits and investments.

Mr. Engman points out that, as in In re Serv. Merch. Co., 240
B.R. 894, 896 (Bankr. M.D. Tenn. 1999), and in the other Chapter
11 cases in which courts in the District have granted requests
for approval of the continued use of investment and deposit
guidelines that did not strictly comply with Section 345, the
Debtors are large, sophisticated companies with a complex Cash
Management System that provides the Debtors with the ability to
transfer funds rapidly to ensure their safety.

In light of these factors and the safety of the investment
vehicles that the Debtors propose to utilize to invest any excess
funds, the Debtors believe that sufficient cause exists to allow
them to deviate from the Section 345 investment guidelines.

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


LEVITZ HOME: Gets Interim Order to Use Cash Management System
-------------------------------------------------------------
Levitz Home Furnishings, Inc., and 12 of its direct and indirect
subsidiaries, as affiliated entities, utilize a cash management
system in the day-to-day operations of their business.  The Cash
Management System provides an established mechanism for the
collection, concentration, management, and disbursement of funds
used in the Debtors' business.  It was implemented pursuant to
the Debtors' prepetition revolving credit facility dated May 20,
2005.

The Debtors maintain 21 bank accounts under the Cash Management
System consisting of two parallel sub-networks of corporate
accounts.  One sub-network manages the cash generated, borrowed
or disbursed by Debtor Levitz Furniture Corporation, while the
other sub-network deals with Debtor Seaman Furniture Company,
Inc.

Each sub-network generally comprises three component accounts:

   (a) a main, blocked depository account;

   (b) a main operating account; and

   (c) various disbursement accounts, including payroll accounts,
       payable accounts and customer refund accounts.

All of the bank accounts are maintained at financial institutions
insured by the Federal Deposit Insurance Corporation or the
Federal Savings and Loan Insurance Corporation.

The principal components of the Cash Management System are:

   1.  Cash Collection & Concentration,
   2.  Main Operating Account,
   3.  Disbursement Accounts, and
   4.  Money Market Account

(A) Cash Collection & Concentration

In accordance with the Prepetition Revolver, most of the Debtors'
cash receipts flowed directly or indirectly into each
Subnetwork's Blocked Account, established at Bank of America,
National Association.  The Blocked Accounts were "zero-balance"
accounts, with all funds contained in the Blocked Account being
"swept" every night by Bank of America and applied toward
repayment of the Prepetition Revolver.

Funds collected by each of the Debtors' retail stores were
deposited into centralized store depository accounts established
at Bank of America and Wells Fargo for the Debtors' west coast
stores and the Bank of New York for the Debtors' east coast
stores.  The funds within the Debtors' centralized store
depository accounts were then transferred into each respective
Subnetwork's Blocked Account.  Receipts evidencing credit card
transactions were sent electronically to credit card processors -
- American Express, Visa, MasterCard, Discover, Household
Finance, and Beneficial Financing.  These credit card processors
then transferred earned funds, less processing fees, directly
into a Blocked Account.

(B) Main Operating Account

The Debtors maintained, with respect to each Subnetwork, a Main
Operating Account at Bank of America.  The Main Operating
Accounts were the focal point for the disbursements made through
the Subnetworks. The Main Operating Accounts were zero-balance
accounts funded on an as-needed basis by draws on the Prepetition
Revolver.  Funds to be disbursed in the course of the Debtors'
business flowed through the Cash Management System either
directly out of the Main Operating Accounts or indirectly through
various disbursement accounts funded by the Main Operating
Accounts.

(C) Disbursement Accounts

Each Subnetwork encompassed a number of disbursement accounts,
all of which were established at Bank of America.  These
disbursement accounts related to accounts payable, payroll, and
customer refund accounts.  Except for the Payroll Accounts, all
of the Disbursement Accounts were "zero balance" accounts that
were funded on an "as needed" basis from the Main Operating
Account. With respect to each Subnetwork, the Debtors established
two discrete A/P Accounts with one A/P Account funding all trade
accounts payable and the other funding all other accounts
payable.  The Debtors maintained:

   (i) two general Payroll Accounts for its east coast and west
       coast employees;

  (ii) a separate Payroll Account for employees at its
       Pennsylvania stores;

(iii) a Payroll Account for executive employees designated as
       neither "Levitz" nor "Seaman" employees; and

  (iv) a final Payroll Account within the Seaman Subnetwork for
       all other payroll expenses.

The Debtors' payroll taxes were funded primarily out of the Main
Operating Accounts, except for a discrete Disbursement Account
that disbursed those payroll taxes collected from executive
employees.

Finally, each Subnetwork maintained at least one Refund Account
through which customer refunds were processed.

(D) Money Market Account

The Debtors maintained one money market account with Bank of
America, with a balance of approximately $16,000, which balance
remained essentially constant for the duration of the account.
The Money Market Account represented the whole of the Debtors'
investment activities.

                Cash Management System Necessary

Richard H. Engman, Esq., at Jones Day, in New York, relates that
the Debtors are currently working with Bank of America to
coordinate a new cash management system to provide the Debtors
with access to cash during the postpetition period, consistent
with their prepetition business practices and procedures.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's permission to maintain a cash
management system with Bank of America in substantially the same
form as their existing Cash Management System, or as the system
may be modified pursuant to the requirements of any postpetition
financing order entered, or postpetition financing agreement
approved, by the Court.

Mr. Engman relates that the use of the Cash Management System
provides significant benefits to all of the Debtors, including
the ability to:

   (a) control and monitor corporate funds;

   (b) invest idle cash;

   (c) ensure cash availability; and

   (d) reduce administrative expenses by facilitating the
       movement of funds and the development of more timely and
       accurate balance and presentment information.

Mr. Engman says that these benefits are especially important
given the significant volume of cash transactions -- aggregating
approximately $1.1 billion annually -- managed through the Cash
Management System.

The use of a cash management system, Mr. Engman continues, is an
ordinary course, essential business practice of the Debtors and
is similar to those commonly employed by corporate enterprises
comparable to the Debtors in size and complexity.

In light of the substantial size and complexity of the Debtors'
operations, the Debtors' efforts to preserve and enhance the
value of their estates will be hampered if their cash management
procedures are disrupted.

Altering the Cash Management System may disrupt payments to key
vendors, with any attendant disruption in the Debtors' ability to
access merchandise threatening to impact negatively upon the
Debtors' business and customer relationships.  This consequence
would ill serve the smooth operation of the approximately one
hundred retail outlets and the Debtors' rehabilitative efforts.

Mr. Engman adds that, given the Debtors' corporate and financial
structure and the number of affiliated entities participating in
the Cash Management System, it would be difficult and unduly
burdensome for the Debtors to establish an entirely new system of
accounts and a new cash management and disbursement system for
each separate legal entity.

Preserving a "business as usual" atmosphere and avoiding the
unnecessary distractions that inevitably would be associated with
any substantial disruption of the Cash Management System will:

   (a) facilitate the Debtors' stabilization of their
       postpetition business operations and

   (b) assist the Debtors in their reorganization efforts.

                         *     *     *

The Court grants interim approval to the Debtors' Request.  Any
Objections are due on October 27, 2005.

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


LEVITZ HOME: Gets Interim Okay to Maintain Existing Bank Accounts
-----------------------------------------------------------------
The United States Trustee has established certain operating
guidelines for debtors-in-possession that operate their
businesses.  One of the provisions requires a Chapter 11 debtor
in possession to open new bank accounts and close all existing
accounts.  The Guidelines also require that the new bank accounts
only be opened in certain financial institutions designated as
authorized depositories by the U.S. Trustee.

To avoid substantial disruption to the normal operation of their
business and to preserve a "business as usual" atmosphere, as
part of the their request to maintain their Cash Management
System, Levitz Home Furnishings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York for permission to continue using their existing bank
accounts.

The Debtors utilize 21 bank accounts on a regular basis under
their Cash Management System.  Richard H. Engman, Esq., at Jones
Day, in New York, asserts that the Debtors' ability to continue
using their existing Bank Accounts will help them in accomplishing
a smooth transition to operating in Chapter 11.

To the extent they are not able to continue to use their Bank
Accounts with the same account numbers, the Debtors seek
permission to open replacement Bank Accounts with the Bank of
America.

In addition, the Debtors ask the Court to allow Bank of America
to honor checks written on the existing Bank Accounts as though
they had been drawn on from any of the replacement Bank Account.

To protect against the possible inadvertent payment of
prepetition claims, all of the Debtors' Banks will be advised
immediately not to honor checks issued before the Petition Date,
except as otherwise expressly permitted by an order of the Court
and directed by the Debtors.   Mr. Engman assures the Court that
the Debtors have the capacity to draw the necessary distinctions
between prepetition and postpetition obligations and payments
without closing the Bank Accounts and opening new ones.

Mr. Engman reminds the Court that the authority to continue the
use of existing bank accounts has been granted by the Court in
other Chapter 11 cases.  He cites the cases of Delta Air Lines,
Inc., Northwest Airlines Corp., Footstar, Inc., Loral Space &
Communications Ltd., Acterna Corp., WorldCom, Inc., Adelphia,
Global Crossing Ltd., and Ames Dep't Stores, Inc.

                         *     *     *

The Court grants the Debtors' Motion on an interim basis.  The
Honorable Burton R. Lifland of the Southern District of New York
Bankruptcy Court clarifies that no checks issued against the Bank
Accounts prior to the Petition Date will be honored, except as
otherwise authorized by a Court order and directed by the Debtors.


LIFESTREAM TECHNOLOGIES: BDO Seidman Raises Going Concern Doubt
---------------------------------------------------------------
BDO Seidman, LLP, expressed substantial doubt about Lifestream
Technologies, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal years
ended June 30, 2005 and 2004.  The auditing firm points to the
Company's:

     -- substantial operating and net losses;
     -- negative operating cash flows since inception;
     -- negative working capital at June 30, 2005;
     -- stockholders' deficit at June 30, 2005; and
     -- substantial accumulated deficit at June 30, 2005.

Lifestream dismissed BDO Seidman as its independent registered
public accounting firm on Oct. 11, 2005.  LeMaster & Daniels PLLC
will replace BDO Seidman as the Company's independent auditor.

                 Fiscal 2005 Results

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted with the Securities and Exchange Commission, Lifestream
reports a $7,214,440 net loss on $2,113,785 of net sales in fiscal
2005 compared to a $14,407,557 net loss on $2,603,25 of net sales
in fiscal 2004.

The Company's balance sheet showed $2,235,185 of assets at June
30, 2005, and liabilities totaling $8,634,036, resulting in
$6,398,851 of stockholders' deficit at June 30, 2005.

Management says the Company currently does not have sufficient
operating revenues or cash to fund operations.

                      Recovery Measures

Lifestream has addressed, and continues to address, its financial
problems through:

   -- three private placement offerings totaling $6,247,000 in
      unsecured convertible debentures, completed on June 30,
      2004, from which the Company received $5,244,592 in net cash
      proceeds;

   -- assignment of an outstanding note payable to a beneficial
      owner of approximately 9.99% of our common stock as of June
      30, 2005.  The assignee amended the terms of the note
      payable providing additional funding of $1.5 million with no
      payments due for 6 months;

   -- an increase in the Company's authorized common shares to 750
      million shares on April 28, 2004;

   -- the exercise of warrants issued in connection with prior
      financings in the second half of fiscal 2004, from which the
      Company received approximately $327,000 in proceeds.

   -- the continued reduction in the cost of current cholesterol
      monitor to realize improved gross margins;

   -- the continued negotiations with a major retailer, as well as
      smaller retailers, to sell the Company's products;

   -- the development of a continuing education program
      implemented to broaden awareness and educate pharmacists on
      the benefits of the Company's products;

   -- the development of a consumer point-of-sale awareness
      program for patients purchasing certain cholesterol lowering
      prescriptions;

   -- marketing activities, including a television commercial test
      which began in January 2005 and was completed in February
      2005.

   -- the continued support to the Medicare reimbursement
      considerations of the federal government for cholesterol
      testing and monitor the FDA's consideration of over the
      counter cholesterol-lowering drugs; and

   -- the reduction of personnel levels to a core staff of only 13
      employees while implementing cost-cutting measures and
      decreasing administrative costs.

                          Payments Due

Lifestream failed to make the required $100,000 monthly payment of
principal on its outstanding promissory note in the aggregate
principal amount of $2,869,740 payable to Special Situations for
May, June, July, August, September and October 2005.

On May 31, 2005, Special Situations assigned all of its rights
under this note to Master Fund.  In the event of a default in the
Company's payment obligations under the note, the entire principal
amount of the note becomes immediately due and payable.

Lifestream's obligations under the note and related loan
agreements are collateralized by a security interest in
substantially all of the Company's assets.

After the successive non-payments, Master Fund verbally advised
the Company that it did not intend to assert a default under the
note.  On July 11, 2005, and on Sept. 16, 2005, the Company and
Master Fund signed agreements providing that:

   a) Master Fund has waived any default arising by reason of the
      Company's failure to make the May, Jun, July, August,
      September and October payments under the note; and

   b) the unpaid installments under the promissory note will
      become due and payable on the Feb. 1, 2006 maturity date of
      the promissory note.

In January 2005, TheSubway.com, Inc., Lifestream's former
consultant, served the Company with a Notice of Arbitration.
TheSubway.com asserted the notice in connection with an
outstanding invoice of $75,000 for various public relations and
marketing services commissioned by the Company.

In June 2005, Lifestream and Subway entered into a settlement
agreement pursuant to which the Company agreed to pay Subway
$60,000 in the form of common shares to be registered with the
SEC.  The settlement requires the Company to register the common
shares issuable to Subway by September 1, 2005.

Lifestream failed to comply with the registration requirement and,
as a result, Subway has the right to declare the settlement
agreement in default and to reschedule the hearing before
arbitration.  Additionally, the default reinstates Subway's claim
to $75,000.

                  About Lifestream Technologies

Lifestream Technologies Inc. -- http://www.lifestreamtech.com/--
markets a proprietary over-the-counter, total cholesterol-
monitoring device for at-home use by both health-conscious and at-
risk consumers.  The Company's cholesterol monitor enables an
individual, through regular at-home monitoring of their total
cholesterol level, to continually assess their susceptibility to
developing cardiovascular disease, the single largest cause of
premature death and permanent disability among adult men and women
in the U.S.


LIN TELEVISION: Moody's Rates $500 Million Facilities at Ba1
------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to LIN Television
Corporation's $500 million of new senior secured credit facilities
($250 million revolving credit facility and $250 million delayed
draw term loan).  Additionally, Moody's affirmed the company's
existing ratings, including its Ba2 corporate family rating, and
negative outlook.  The proceeds from the transaction will be used
to finance the company's previously announced acquisition of five
television stations from Emmis Communications Corporation for $260
million in cash and to retire the remaining debt outstanding under
LIN's existing credit facilities.

The ratings and negative outlook continue to reflect LIN's
increased leverage pro forma for its asset acquisition from Emmis
(leverage defined as total debt plus preferred to EBITDA will
exceed 6 times pro forma YE 2005) and Moody's belief that leverage
will remain high for the near to intermediate term as the company
continues its aggressive acquisition strategy (Moody's notes that
LIN will still have both significant availability and flexibility
under its revolving credit facility, with about $170 million pro
forma left undrawn after the refinancing and Emmis asset
acquisition).

In addition, Moody's is concerned that the company will favor cash
distributions to shareholders through its recently announced share
repurchase program instead of utilizing free cash flow for debt
reduction and stronger debt protection metrics.

Moody's assigned these ratings:

   1) a Ba1 rating to the $250 million senior secured revolving
      credit facility; and

   2) a Ba1 rating to the $250 million senior secured delayed draw
      term loan.

Moody's affirmed these ratings:

   1) B1 rating on the $375 million, 6.5% senior sub. notes
      due 2013;

   2) B1 rating on the $190 million (face value), 6.5% senior sub.
      notes due 2013;

   3) B1 rating on the $125 million (face value) convertible
      senior sub. notes due 2033;

   4) the SGL-2 Speculative Grade Liquidity rating; and

   5) the Company's Ba2 Corporate Family Rating.

Additionally, Moody's withdrew its Ba1 ratings on the company's
existing $330 million of senior secured credit facilities.

The outlook remains negative.

The SGL-2 rating continues to reflect the company's good liquidity
profile as projected over the next four quarters.  The SGL-2
rating incorporates:

   * modest free cash flow generation;

   * sizeable flexibility under its bank credit facilities;

   * lack of any sizeable near-term debt maturities; and

   * significant availability under the company's new $250 million
     revolving credit facility.

Further, the SGL-2 rating acknowledges LIN TV's valuable portfolio
of television stations, which provide significant alternate
liquidity despite being encumbered by the secured bank agreement.
On August 22nd, LIN announced that its board authorized a $200
million share repurchase program.  To the extent that LIN uses
availability under its revolving credit facility and cash on hand
to repurchase stock or finance additional acquisitions, the SGL
rating may face negative pressure.

LIN TV Corp., headquartered in Providence, Rhode Island, pro forma
for the acquisition owns and operates 30 television stations in 18
mid-sized markets, covering approximately 11% of U.S. television
households.


LUCRE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lucre, Inc.
        4011 Plainfield, Northeast
        Grand Rapids, Michigan 49525

Bankruptcy Case No.: 05-21732

Type of Business: The Debtor is a competitive local exchange
                  carrier.

Chapter 11 Petition Date: October 21, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Robert F. Wardrop, II
                  Wardrop & wWardrop, P.C.
                  300 Ottawa Avenue, Northwest, Suite 150
                  Grand Rapids, Michigan 49503
                  Tel: (616) 459-1225

Total Assets: $5,000,000

Total Debts:  $3,075,905

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ameritech Michigan Cabs       Telecommunication       $1,660,605
P.O. Box 1838                 services
Saginaw, MI 48605-1838

Sergei-Dakota, Inc.           Leased communications     $520,662
5319 Liberty Drive            equipment
Traverse City, MI 49684

Qwest Communications          Telecommunications        $266,992
Attn: Eric Lane               services
401 Brookfield Parkway,
Suite 200
Greenville, SC 29607

Clark Hill PLC                Legal services             $76,379

Verizon                       Telecommunication          $60,954
                              services

Kent Commerce Bank            Vehicles                   $56,527

Invivo                        Consultation               $53,450

Internal Revenue Service      Payroll tax                $51,708

Loomis Ewert Parsley Davis    Legal services             $47,514

US Signal, LLC                Telecommunication          $39,761
                              services

SBC                           Telecommunication          $36,945
                              services

Independent Bank              Vehicle                    $29,466

Choice One Bank               Telecommunications         $24,557
                              equipment

Turn-Key Network Solutions    Hardware                   $23,062

IBM                           Hardware                   $18,234

Choice Telco                  Telecommunication          $15,492
                              services

Parrino Strategic Consulting  Legal services             $14,789

Choice One Bank               Telecommunications         $10,052
                              equipment

Neu Star, Inc.                                            $8,896

Opex Communications                                       $7,569


MCMORAN EXPLORATION: Equity Deficit Tops $60 Million at Sept. 30
----------------------------------------------------------------
McMoRan Exploration Co. (NYSE: MMR) reported net income of
$6.7 million, $0.21 per share, for the 2005 third quarter compared
with a net loss of $8.2 million, $0.48 per share, for the 2004
third quarter.  McMoRan's net income from its continuing
operations for the 2005 third quarter totaled $8.8 million, which
included $2.7 million of start-up costs associated with the
MPEH(TM), $5.8 million of exploration expense and $2.8 million of
estimated damage repair costs associated with Hurricanes Katrina
and Rita, including $2.5 million for Main Pass Block 299.  During
the third quarter of 2004, McMoRan's net loss from continuing
operations totaled $7.6 million, including $2.7 million of
MPEH(TM) start-up costs and $3.2 million of exploration expense.

James R. Moffett and Richard C. Adkerson, Co-Chairmen of McMoRan,
said, "We are highly encouraged with our discovery at Long Point
and the continued confirmation of our views that significant
accumulations of commercially recoverable hydrocarbons exist in
the Deep Miocene trend in the Gulf of Mexico shelf and Gulf Coast
areas.  With our large Deep Miocene prospect inventory, and our
recent exploration successes, we are well positioned to build our
production profile and pursue aggressively high potential
opportunities.  We are also optimistic about our LNG project at
the Main Pass Energy HubTM. We look forward to completing our
permit process in the months ahead and to developing its highly
attractive commercial potential."

                            Revenues

McMoRan's third-quarter 2005 oil and gas revenues totaled
$41.4 million, compared to $3.7 million during the third quarter
of 2004.  During the third quarter of 2005, McMoRan's sales
volumes totaled approximately 2.0 Bcf of gas and 325,000 barrels
of oil and condensate, including 235,000 barrels from Main Pass
Block 299 (15 Mmcfe/d), compared to 0.5 Bcf of gas and 13,700
barrels of oil and condensate in the third quarter of 2004.
McMoRan's third-quarter comparable average realizations for gas
were $10.31 per thousand cubic feet (Mcf) in 2005 and $5.65 per
Mcf in 2004; for oil and condensate, excluding Main Pass Block
299, McMoRan received an average of $61.18 per barrel in third-
quarter 2005 compared to $43.25 per barrel in third-quarter 2004.
McMoRan received an average of $55.64 per barrel for its sour
crude oil produced at Main Pass Block 299 during the third quarter
of 2005.

       Cash and Cash Equivalents and Capital Expenditures

On September 30, 2005, McMoRan had unrestricted cash and cash
equivalents of approximately $172 million.  Capital expenditures
for the first nine months of 2005 totaled $102.9 million and are
expected to total $175 million for the year.  Capital expenditures
for the remainder of 2005 are expected to approximate $45 million
for exploration expenditures and approximately $25 million for
currently identified development costs, subject to changes because
of timing and other factors.  Spending may be increased as
additional opportunities become available.

McMoRan Exploration Co. -- http://www.mcmoran.com/-- is an
independent public company engaged in the exploration, development
and production of oil and natural gas offshore in the Gulf of
Mexico and onshore in the Gulf Coast area.  McMoRan is also
pursuing plans for the development of the MPEH(TM) which will be
used for the receipt and processing of liquefied natural gas and
the storage and distribution of natural gas.

As of September 30, 2005, the Company's equity deficit widened to
$60,823,000 from a $49,546,000 deficit at December 31, 2004.


MERRILL LYNCH: Fitch Rates $4.33MM Privately-Offered Class at BB
----------------------------------------------------------------
Fitch rates The Merrill Lynch Mortgage Investors Trust, mortgage
loan asset-backed certificates, series 2005-SD1:

     --$92,175,100 class A and class R 'AAA';
     --$7,152,000 class M-1 'AA';
     --$5,249,000 class M-2 'A';
     --$4,614,000 privately offered class B-1 'BBB';
     --$4,326,000 privately offered class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 21.40%
credit enhancement provided by the 6.20% class M-1, 4.55% class M-
2, 4.00% class B-1, and 3.75% class B-2, along with target
overcollateralization  of 2.90%.  In addition, the ratings on the
certificates reflect the quality of the underlying collateral, and
Fitch's level of confidence in the integrity of the legal and
financial structure of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of $
115,363,606.  As of the cut-off date of Sept. 1, 2005, the
mortgage loans had a weighted average original loan-to-value ratio
of 83.75%, weighted average coupon of 7.507%, weighted average
remaining term to maturity of 372 months, and an average principal
balance of $87,001.  Single-family properties account for 78.39%
of the mortgage pool, two- to four-family properties 4.38%, and
condos 5.47%.  Approximately 95.76% of the properties are owner
occupied.  The three largest state concentrations are California,
Florida, and Arizona.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Merrill Lynch Mortgage Investors Inc. deposited the loans into the
trust, which issued the certificates, representing beneficial
ownership in the trust.  Wells Fargo Bank, N.A. will act as
trustee.  Wilshire Credit Corporation, rated 'RSS1-' by Fitch,
will act as servicer for this transaction.


MESABA AVIATION: Wants to Maintain Existing Bank Accounts
---------------------------------------------------------
The United States Trustee has established certain operating
guidelines for debtors-in-possession that operate their
businesses.  One of the provisions requires a Chapter 11 debtor in
possession to open new bank accounts and close all existing
accounts.  The Guidelines also require that the new bank accounts
only be opened in certain financial institutions designated as
authorized depositories by the U.S. Trustee.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, agrees that the U.S. Trustee's
requirements are designed to provide a clear line of demarcation
between prepetition and postpetition claims and payments, and help
to protect against the inadvertent payment of prepetition claims
by preventing the banks from honoring checks drawn before the
Petition Date.

Mr. Meyer, however, notes that all of Mesaba Aviation, Inc.'s
Bank Accounts are held at financially stable banking institutions
with FDIC insurance and other appropriate government guaranteed
deposit protection insurance.

"Maintaining those Bank Accounts would facilitate the Debtor's
'seamless transition' to postpetition operations," Mr. Meyer says.
"Transferring to new postpetition bank accounts will be disruptive
and time consuming."

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
District of Minnesota to waive the strict enforcement of bank
account closing requirements and replace them with alternative
procedures that provide the same protection.

The Debtor further requests that the prepetition payroll and
Canadian Bank Accounts be deemed debtor-in-possession accounts and
that the Debtor be authorized to maintain and continue using these
accounts in the same manner, subject to any agreements with the
Bank and with the same account numbers, styles and document forms
as before the Petition Date.

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


MESABA AVIATION: Wants to Employ Ordinary Course Professionals
--------------------------------------------------------------
Mesaba Aviation, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Minnesota to employ and compensate 12
professionals that it utilizes in the ordinary course of business:

   Firm                      Services Provided
   ----                      -----------------
   Answare, Inc.             IT Network Support

   Ambrion, Inc.             Temporary Financial Staffing

   Costello Comm. Services   External Communication Specialist

   Fleishman-Hilliard Inc.   Public relations firm

   K-Force Inc.              Temporary Financial Staffing

   Krutz, Walter             Maintenance

   MeasureNow.net, LLC       HR-Organization Devt. Web Site
                             Hosting

   MEL Group                 HR Consulting Experts

   Professional Project
   Partners                  IT Technical Experts

   Prostaff                  Temporary staffing - A/P
                             clerical support

   Spencer Stuart            HR recruiters

   Thompson NetG Learning    HR-Organization Devt. Web Site
                             Hosting

The Debtor wants to continue to employ the Ordinary Course
Professionals to render many of the services to its estate similar
to those services rendered prior to the Petition Date.

The Ordinary Course Professionals render a wide range of services
that impact the Debtor's day-to-day operations, Michael L. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, in Minneapolis,
Minnesota, informs Judge Kishel.  Thus, it is essential that the
employment of the Professionals be continued on an ongoing basis
to avoid business disruption.

However, Mr. Meyer notes, the number of the Ordinary Course
Professionals involved renders it costly and inefficient for the
Debtor to submit individual applications and proposed retention
orders to the Court.

Accordingly, the Debtor ask the Court to dispense with the
requirement of separate employment applications, affidavits, and
proposed retention orders for each of the Professionals.

The Debtor proposes that each Ordinary Course Professionals file a
declaration with the Court and serve it upon the United States
Trustee, within 30 days after the Court's approval of the
Professionals' employment.  The Declaration will provide that the
Professionals do not represent or hold any interest adverse to
Debtor or its estate.

The Debtor also seeks the Court's permission to pay to each of the
Ordinary Course Professionals, on an interim basis, and without an
application to the Court, 100% of fees and disbursements incurred.
The payments would be made after the submission to and approval by
the Debtor of appropriate invoices setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred.  If any of the Professionals' fees and
disbursements exceed $60,000 per month or $700,000 for the
duration of the Debtor's Chapter 11 case, then payments to the
Professional for the excess amounts will be subject to the prior
approval of the Court.

Within 30 days of the end of each fiscal quarter, the Debtor will
prepare a statement containing the aggregate amounts paid to each
of the Ordinary Course Professionals for services and expenses and
will serve the U.S. Trustee and counsel for all official
committees appointed in the Debtor's Chapter 11 case.

The Debtor assures the Court that it will submit separate
employment applications for all other professionals it utilizes in
connection with the prosecution of its Chapter 11 case.  Those
professionals will be paid in accordance with the applicable
provisions of the Bankruptcy Code, Bankruptcy Rules or Local Rules
or Court orders.

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


MESABA AVIATION: Wants to Pay Employees' Prepetition Salaries
-------------------------------------------------------------
Mesaba Aviation, Inc., employs approximately 3,800 union and
non-union employees.  As of October 13, 2005, the Employees were
owed various sums for wages, salaries, and health and dental
benefits under a self-insured employee benefit plan, which all
accrued since September 24, 2005.

The Debtor's Chapter 11 petition was filed during its normal
payroll period for hourly and salaried Employees, Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman, in
Minneapolis, Minnesota, relates.  In addition, payroll checks were
issued to many Employees prior to the Petition Date and may not
have been presented for payment or cleared the banking system,
and, accordingly, will not be paid as of the Petition Date.

Accordingly, the Debtor seeks the U.S. Bankruptcy Court for the
District of Minnesota's authorization to pay:

   a. all wages, salaries and benefits earned and accrued for the
      Employees since September 24, 2005, with payments not
      exceeding $6.2 million:

                                Payment                  Payroll
      Employees                   Date       Amount      Period
      ---------                ---------   ----------   ---------
      Pilots, flight                                    09/24/05-
      attendants & mechanics    10/14/05   $3,200,000   10/07/05

      Ground operations,
      dispatchers, management                           10/01/05-
      & clerical                10/21/01    1,500,000   10/13/05

      Pilots, flight                                    10/08/05-
      attendants & mechanics    10/28/05    1,500,000   10/13/05

   b. employee claims under the Benefit Plan which have accrued
      prepetition and remain unpaid totaling around $1.2 million;
      and

   c. the employer's share of all federal, state and local
      payroll taxes, and 401(k) contributions, pertaining to the
      payment of those prepetition wages and salaries in an
      amount not to exceed $800,000.

Mr. Meyer points out that the Debtor's total obligation for
prepetition wages, salaries and benefits to or for the Employees,
which it seeks to pay, will not exceed $10,000 per individual --
the amount entitled to priority under Section 507(a)(3) of the
Bankruptcy Code.

Additionally, the Debtor seeks the Court's permission to:

   a. continue its prepetition practices with respect to accrued
      vacation and sick pay, which will be utilized by the
      Employees in the ordinary course of business; and

   b. permit all payroll checks from previous payroll periods to
      be honored by the Debtor's bank, Wells Fargo National
      Association, when those checks are presented.

If the Court does not grant the Debtor's request, the success of
its reorganization will be seriously jeopardized, Mr. Meyer
asserts.  The Debtor believes that continued operations and a
successful operation are dependent on Employee continuity,
dedication and performance.

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


MICHAEL BROWN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Michael G. Brown
        9110 Memorial Drive
        P.O. Box 73527
        Houston, Texas 77273

Bankruptcy Case No.: 05-49053

Chapter 11 Petition Date: October 12, 2005

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Marilee A. Madan, Esq.
                  Law Office of Marilee A. Madan
                  4265 San Felipe, Suite 520
                  Houston, Texas 77027
                  Tel: (713) 355-3375
                  Fax: (713) 355-3303

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

Estimated Debts:  $1 Million to $10 Million

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


MID-STATE RACEWAY: Gets Sixth Interim Order to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
entered a sixth interim order authorizing Mid-State Raceway, Inc.,
dba Vernon Downs and its debtor-affiliate to continue using up to
$400,000 of cash collateral securing repayment of prepetition
obligations to Vestin Mortgage, Inc.

The Debtors want continued access to the cash collateral to fund
their ordinary and necessary business.  A copy of their budget for
the period from Sept. 28 to October 25 is available for free at:

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

Under the terms of their prepetition loan agreement, Vestin
Mortgage made prepetition extensions of credit and other financial
accommodations to the Debtor from time to time.

To provide the lender with adequate protection, Vestin Mortgage
will receive replacement liens equivalent to a lien granted under
the Section 364(c) of the Bankruptcy Code in and upon all of the
Debtors' assets without limitation.

The replacement liens:

   a) are and will be in addition to all security interests, liens
      and rights of set-off existing in the lender on the chapter
      11 filing;

   b) are and will be valid, perfected and enforceable and
      effective  as of the date of this interim order without any
      further action by the Debtors or lender and without the
      necessity of the execution, filing or recordation of any
      financing statements, security agreements, vehicle lien
      applications, filings with U.S. Patent and Trademark Office,
      mortgages or other documents; and

   c) will secure the payment of indebtedness to the lender in an
      amount equal to the aggregate cash collateral used or
      consumed by the Debtors.

Headquartered in Vernon, New York, Mid-State Raceway, Inc., dba
Vernon Downs -- http://www.vernondowns.com/-- operates a
racetrack, restaurant and gaming resort.  The Company and its
debtor-affiliate filed for chapter 11 protection on August 11,
2004 (Bankr. N.D.N.Y. Case No. 04-65746).  Lee E. Woodard, Esq.,
at Harris Beach LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection, they listed
estimated debts of $10 million to $50 million but did not disclose
its assets.


MORGAN STANLEY: S&P Places Ratings on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class B, C, and D notes issued by Morgan Stanley Auto Loan Trust
2003-HB1 on CreditWatch with positive implications.

The positive CreditWatch placements reflect the low delinquency
levels and low cumulative net losses experienced by the trust. In
addition, the overcollateralization for the transaction is at its
required level.  An underlying collateral pool of automobile loan
contracts supports the transaction.  Morgan Stanley Auto Loan
Trust 2003-HB1 has a pool factor of 30.31%.

Over the next two months, Standard & Poor's will conduct a
detailed review of the credit performance and remaining credit
support for the transaction and determine whether upgrades are
warranted.  The ratings for each class could be raised
approximately one to two rating categories.

             Ratings Placed On CreditWatch Positive

             Morgan Stanley Auto Loan Trust 2003-HB1

                               Rating
              Class    To                From
              -----    --                ----
              B        A/Watch Pos       A
              C        BBB/Watch Pos     BBB
              D        BB/Watch Pos      BB


NEWTEX INC: Case Summary & 55 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Newtex, Inc.
        aka Modern-tech Cleaners
        874 East 139th Street
        Bronx, New York 10454

Bankruptcy Case No.: 05-60051

Type of Business: The Debtor is a cleaning agency.

Chapter 11 Petition Date: October 20, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Neil R. Flaum, Esq.
                  Neil R. Flaum, P.C.
                  42 Broadway, Suite 1749
                  New York, New York 10004
                  Tel: (212) 509-7400
                  Fax: (212) 509-0740

Total Assets:   $334,500

Total Debts:  $5,311,359

Debtor's 55 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
BNB Bank                         Loan                 $1,170,000
250 Fifth Avenue                 O.D. Line              $248,000
New York, New York 10001


Woori America Bank               Revolving Line       $1,070,000
136-88 39th Avenue               Loan                   $290,000
Flushing, NY 11354

SBA                              Loan December 2001     $417,927
2120 River Front Drive, Suite100
Little Rock, AR 72202

Kevin Georgetti, Esq.            Loan for Broadway      $192,219
250 Fifth Avenue                 National Bank
New York, New York 10001

Net Bank Business Finance        Leasing                $160,500
P.O. Box 2597
Columbia, SC 29202

Ritz-Carlton Valet, Inc.                                $150,000
874 East 139th Street
Bronx, NY 10454

Waldorf Cleaners, Inc.                                  $150,000
874 East 139th Street
Bronx, NY 10454

Elk Associates Funding           Loan                   $147,700
747 Third Avenue
New York, New York 10017

Lakeland Bank                    Leasing                $118,000
250 Oak Ridge Road
Oak Ridgen, New Jersey 07

Peretore & Peretore              Leasing                $118,000
191 Woodport Road
Sparata, NJ 07871

Bank of The West                 Leasing                $103,000
475 Sansome, 19th floor
San Francisco, CA 94111

Con Edison                                               $98,000
P.O. Box 1702
New York, NY 10116

Choon Sim  Kim                                           $77,000
1556 Palisade Avenue
Fort Lee, NJ 07024

Butler Capital Bussiness         Leasing                 $50,800
P.O. Box 677
Hunt Valley, MD 21030-067

Caine & Weiner                                           $35,927
P.O. Box 468
Buffalo, NY 14231

Wan Sim                                                  $30,000
11 Russell Park RD
Syosset, New York 11791

Cleaners Products Supply                                 $21,018
50-45 Barnett Ave.
Sunnyside, NY 11104

Graham Laundry Machinery                                 $14,140
1710 Pacific Street
Brooklyn, New York 11213

Boo Young Lee                                            $14,000
147-48 Roosevelt Avenue
Flushing, NY 11354

Sung Hwan Su                                             $14,000
73-29 198th Street
Fresh Meadows, NY 11366

First Niagara Leasing            Leasing                 $12,800
6950 S. Transit Road
P.O. Box 514
Lockport, New York 14095

Apple Muffler Shops                                      $12,737
102 Bruckner Boulevard
Bronx, NY 10454

Man Sik Ryoo                                             $12,000
56-25 229 Street
Bayside, NY 11364

Lovell                                                   $11,284
125 Maiden Lane
New York, NY 10038

The State Insurance Fund                                 $11,284
199 Church Street
New York, NY 10007

American Express                                         $10,295
P.O. Box 360002
FT Lauderdale, FL 33336

GMAC                                                      $8,500
P.O.Box 660208
Dallas, TX 75266

Dura-Cast Products                                        $6,893
16160 Highway 27
Lake Wales, FL 333859

Fairfield Laundry Machine                                 $5,800
5 Montesano Road
Fairfield, NJ 07004

First Revenue (Nextel)                                    $4,703
P.O. Box 5818
Denver, CO 80217

A-1 Flatwork Ironer                                       $4,613
47 Oakley Place
Staten Island, NY 10306

Tingue, Brown & CO.                                       $4,513
535 N. Midland Avenue
Saddle Brook, NJ 07663

Direct Machinery                                          $3,757
50 Comerce Place
Hicksville, NY 11801

Korn & Spirn                                              $3,181
50 Clinton Street
Hempstead, NY 11550

J & Sons Supply Inc.                                      $3,140
51-02 Roosevelt Avenue
Woodside, New York 11377

Hyun Kyung Cho                                            $2,900
[Address Not Provided]

Clean Care PCS                                            $2,445
37-35 Hunters Point avenu
Long Island City, NY 1110

Waste Management                                          $2,313
P.O. Box 830003
Baltimore, MD 21283

Koski & Schmidt                                           $2,300
401 Saw Mill River Road
Yonkers, NY 10701

Prestige Poly LLC                                         $2,100
121-123 15th Street
Brooklyn, NY 11215

Pac 'n' Wrap                                              $1,875
651 Lehigh Avenue
Union, NJ 07083

Ko Hyong Truck Repairs                                    $1,531
33-17 47th Avenue
Long Island City, NY 1110

Bilateral Credit Corp.                                      $895
141 West 28th Street
New York, NY 10001

Verizon                                                     $715
P.O. Box 644039
Pittsburg, PA 15264

Dell                                                        $666
P.O. Box 24424
Oakland, CA 94623

Laundry Tek Services, Inc.                                  $571
29 Parklane Center
Douglassville, PA 19518

Clean Air Supply, Inc                                       $565
170 Roosevelt Place
Palisades Park, NJ 07650

American Machinery                                          $525
42-12 Auburndale Lane
Flushing, NY 11358

Hospitality Graphics                                        $495
545 Eighth Avenue, 23rd Floor
New York, NY 10018

Lavatec                                                     $429
300 Great Hill Road
Naugatuck, CT 06770

G.A. Braun, Inc.                                            $222
461 East Brighton Avenue
P.O. Box 70
Syracuse,NY 13205

Sentinel Lubricants                                         $182
P.O. Box 69-4240
Miami, FL 33269

Viking                                                      $134
P.O. Box 30488
Los Angeles, CA 90030

Marlin Leasing                   Leasing                 Unknown
Northeastern Divison 300
Fellowship Road
Mount Laurel, NJ 08054

Palace Valet, Inc.                                       Unknown
874 East 139th Street
Bronx, NY 10454


NEXSTAR BROADCASTING: Amends Senior Secured Credit Facilities
-------------------------------------------------------------
Nexstar Broadcasting, Inc., an indirect operating subsidiary of
Nexstar Broadcasting Group, Inc. (Nasdaq: NXST), and Mission
Broadcasting, Inc., amended their senior secured credit facilities
with their lenders to adjust certain financial convents under the
agreements.

Pursuant to the amendments, the maximum consolidated total and
senior leverage ratios (as defined per the credit agreements) for
Nexstar and Mission have been adjusted to 8.5x and 5.5x times,
respectively, with quarterly reductions starting in the period
commencing Jan. 1, 2006.  As of June 30, 2005, Nexstar had
$182.3 million outstanding under its facility, while Mission had
$172.7 million outstanding under its facility.

Nexstar Broadcasting Group, Inc., Nexstar Broadcasting, Inc., and
Nexstar Finance Holdings, Inc., are borrowers under a Fourth
Amended and Restated Credit Agreement dated as of Apr. 1, 2005,
with Bank of America, N.A., as Administrative Agent for a
consortium of lenders, UBS Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as the Co-Syndication Agents.

In connection with the amendment, Nexstar Broadcasting, Inc., paid
BofA for the account of each Lender executing the Amendment a
nonrefundable amendment fee in the amount of 0.10% of the sum of:

     (i) the Lender's Revolving Commitment; plus

    (ii) the Lender's Commitments under each Incremental Facility;
         plus

   (iii) the Lender's Facility Percentage of the Aggregate
         Outstanding Term B Loan Balance.

Nexstar Broadcasting Group, Inc., currently owns, operates,
programs or provides sales and other services to 47 television
stations in 27 markets in the states of Illinois, Indiana,
Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana,
Arkansas, Alabama and New York.  Nexstar's television station
group includes affiliates of NBC, CBS, ABC, FOX and UPN, and
reaches approximately 7.4% of all U.S. television households.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2005,
Standard & Poor's Ratings Services lowered its ratings on Nexstar
Broadcasting Group Inc., including lowering its long-term
corporate credit rating to 'B' from 'B+', because of the company's
weaker-than-expected operating performance and high leverage.  The
outlook is stable.  Total debt, including debt obligations of
Mission Broadcasting that are guaranteed by Irving, Texas-based
Nexstar, totaled approximately $648 million at June 30, 2005.

"The downgrade recognizes that softer-than-expected advertising
demand gives us greater concern that the company will not achieve
the near-term leverage reduction that we had used in our previous
rating assumptions," said Standard & Poor's credit analyst Alyse
Michaelson Kelly.  The shortfall in ad demand recently prompted
Nexstar to lower its full-year 2005 revenue guidance.


NORCROSS SAFETY: S&P Rates Planned $65M Sr. Sec. Term Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and other ratings on Norcross Safety Products LLC, a
maker of safety protection products.  At the same time, S&P
assigned its 'BB-' senior secured debt rating and '1' recovery
rating to the company's proposed senior secured $65 million
tack-on term loan, which will mature in 2012.  Proceeds from the
transaction will be used to fund the acquisition of Fibre-Metal
Products Co.

The outlook is negative.  With the new debt issue, we estimate
that Norcross had approximately $445 million of pro forma
consolidated total debt as of Sept. 30, 2005.

"The ratings on Oak Brook, Ill.-based Norcross Safety Products LLC
reflect the company's weak business position operating in highly
fragmented niche markets, as well as its highly leveraged
financial profile and limited financial flexibility," said
Standard & Poor's credit analyst John R. Sico.

Additional leverage stemming from Norcross' recent distribution to
preferred shareholders weakened the company's financial profile.
Safety Products Holdings Inc., a new holding company formed by
Odyssey Investment Partners LLC, acquired the company in July
2005.

Norcross has diverse, consumable product lines and a large
customer base that make it somewhat recession-resistant, even
though the business is driven by commercial and industrial
activity.  The company offers branded and patented products that
provide a high level of protection critical to life-threatening
occupations in the high-voltage electricity and firefighting
areas.

Norcross also has niche positions in respiratory, hand, and
footwear devices.  Its safety products business is driven by
demand from customers who must meet U.S. Occupational Safety &
Health Administration requirements.  Demand also stems from
customers' desire to avert occupational safety litigation.

Sales and operating income were up significantly in 2004 because
of the recovery in the manufacturing sector, which stimulates
demand for safety products.  This momentum continued into the
first half of 2005.

Norcross has also benefited from increased governmental needs for
personal protection equipment and an increased focus on domestic
security preparedness.  In addition to improved demand, Norcross
has benefited from cost reductions.


O'SULLIVAN INDUSTRIES: Can Continue Using Cash Management System
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave O'Sullivan Industries Holdings, Inc. and its debtor-
affiliates permission, on an interim basis, to continue utilizing
their existing cash management system.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, explains that the Debtors' cash
management procedures have been employed in their current or
substantially similar form for quite some time.  The existing
cash management system provides significant benefits to the
Debtors, which includes facilitating their ability to:

   (a) provide for the availability of funds when necessary;

   (b) reduce the costs of borrowing funds by enabling them to
       utilize all funds within the system;

   (c) develop more timely and accurate account balance
       information; and

   (d) comply with various statutes and regulations.

"Any disruption to the Debtors' ordinary business affairs at this
critical stage in the reorganization process could adversely
impact their ability to successfully reorganize," Mr. Cifelli
notes.

Mr. Cifelli ascertains that the Debtors will continue to maintain
strict records with respect to all transfers of cash so that they
may readily provide an accounting thereof.

Mr. Cifelli notes that the procedures constitute ordinary course
and essential business practices that are similar to those
utilized by other similar enterprises, particularly those in the
Debtors' industry.

                      Primary Bank Accounts

The Debtors maintain a main depository account held at Bank of
America, which collects receipts, receivables, and credits in
connection with their business.  The lockbox account, in turn, is
swept daily into a General Electric Capital Corporation account
to pay down the Debtors' obligations under a revolving line of
credit provided by GECC.

GECC makes advances under the Revolver to the Debtors' main
operating account at Bank of America.  Funds in the Operating
Account are, in turn:

   (a) drawn directly by, or automatically transferred to,
       certain authorized vendors and other permitted parties by
       wire or ACH;

   (b) available to pay sales, use, excise, and other taxes and
       most payroll withholding taxes;

   (c) wired to a controlled disbursement account at Bank of
       America from which the Debtors' accounts payable are
       generally paid as checks are presented;

   (d) wired to a payroll account at Lamar Bank & Trust Co., from
       which the Debtors' payroll is generally paid; or

   (e) wired to a petty cash account held at Bank of America,
       which covers O'Sullivan Furniture Factory Outlet, Inc.'s
       miscellaneous expenses.

The Operating Account has a balance that never exceeds $5,000.
The Disbursement Account maintains a zero balance.

As of the Petition Date, there was approximately $533,000 in the
Lockbox Account, approximately $1,300 in the Operating Account,
and approximately $100,000 in the Payroll Account.

                       Other U.S. Accounts

The Debtors maintain a depository account with Bank of America,
which is funded by cash receipts from O'Sullivan Furniture
Factory Outlet's retail business and currently has a $10,000
balance.

The Debtors use the Lamar Bank Account to collect credit card
receipts and telechecks from O'Sullivan Furniture Factory
Outlet's retail business, and O'Sullivan Industries, Inc.'s
miscellaneous cash receipts.

Moreover, the Debtors maintain a petty cash account with Sun
Trust Bank, which is funded from the Disbursement Account for the
purpose of covering miscellaneous expenses of O'Sullivan
Industries-Virginia, Inc.  The balance in the account never
exceeds $3,500.

The Debtors have also obtained a $350,000 certificate of deposit
from GE Capital Financial, Inc., which they have pledged to GECC
in connection with their use of a GECC corporate credit card.
The certificate of deposit matures on December 2, 2005, and bears
interest at 3.5% annually.

                     United Kingdom Accounts

The Debtors maintain these non-interest bearing accounts with
Barclays Bank, PLC, through their U.K. branch:

   (a) Account No. 70311928 -- collects receipts and receivables
       from sales in pound sterling and from which U.K. operating
       expenses are paid.  Funds in the account in excess of
       GBP5,000 are transferred to Barclays Bank Account No.
       30470244, an interest-bearing account;

   (b) Account No. 52674422 -- receives funds from the Operating
       Account and transfers funds to the U.K. Account.  Funds
       in the account in excess of $5,000 are transferred to
       Barclays Bank Account No. 83405699, an interest-bearing
       Account; and

   (c) Account No. 79918466 -- which collects receipts and
       receivables from sales in Euros.

As of the Petition Date, the Debtors did not have any funds in
any of the U.K. accounts.  When the balance in the U.K. accounts
exceeds certain amounts, the excess funds are transferred to the
Lockbox Account.

Moreover, the Debtors have GBP100,000 in Barclays Bank Account
No. 60990418, which serves as collateral for certain customs
duties owed.  Barclays Bank Account No. 208944494, which used to
serve the same purpose, is now unfunded and dormant.

                         Canadian Account

The Debtors also maintain an account with Royal Bank of Canada,
which collects receipts and receivables from Canadian sales and
from which the Debtors pay their Canadian operating expenses.
The account currently has a $55,000 balance.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN IND: Gets Interim OK to Keep Existing Bank Accounts
--------------------------------------------------------------
To supervise the administration of Chapter 11 cases, the Office
of the United States Trustee has established certain operating
guidelines for debtors-in-possession that operate their
businesses.  The guidelines require Chapter 11 debtors to close
all existing bank accounts and open new debtor-in-possession bank
accounts.  The requirement is designed to provide a clear line of
demarcation between prepetition and postpetition transactions and
operations, and to prevent the inadvertent postpetition payment
of prepetition claims through the payment of checks drawn prior
to the filing of a bankruptcy petition.

In this regard, O'Sullivan Industries Holdings, Inc. and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize them to continue to maintain
their existing bank accounts.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells the Court that authorizing the
Debtors to continue to use their existing bank accounts is
essential to their smooth and orderly transition into Chapter 11.

Mr. Cifelli points out that the Debtors' employees would suffer
great hardship if the Debtors are compelled to substitute a new
debtor-in-possession payroll account for the existing account.
"A new payroll account would inevitably lead to delays,
confusion, and disruption of payments that would likely adversely
affect employee morale at this critical juncture," Mr. Cifelli
asserts.

Mr. Cifelli contends that the commencement of the Debtors'
Chapter 11 cases will undoubtedly place a substantial strain on
the Debtors' relationships with certain of their customers and
vendors, relationships which are vital to their continued
operations and to achievement of a successful Chapter 11
resolution.  Thus, he insists, requiring the Debtors to open new
debtor-in-possession bank accounts would cause delay and
confusion among the customers and vendors, further straining
their relationships.

Moreover, Mr. Cifelli notes, a transition to new debtor-in-
possession bank accounts at this time would disrupt the Debtors'
efforts to collect receivables at this crucial juncture.

The Debtors also ask the Court to enjoin all banks at which they
maintain accounts from offsetting, affecting, or otherwise
impeding the funds deposited in the accounts, by reason of any
claim against them that arose before the Petition Date, provided
that:

   (a) the rights of offset or similar rights would be deemed
       preserved for all purposes in these cases and not waived
       or impaired despite the release of the funds by a bank
       pursuant to the Order; and

   (b) the bank would be deemed to hold an allowed secured claim
       under Section 506(b) of the Bankruptcy Code to the extent
       of the setoff or similar right.

In addition, the Debtors ask the Court that each of the banks be
entitled to receive payment of both prepetition and postpetition
service and other fees, costs, charges, and expenses to which the
bank may be entitled under the terms of its contractual
arrangements with the Debtors.

The Court grants the Debtors' request on an interim basis.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.
(O'Sullivan Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ON SEMICONDUCTOR: Reports Third Quarter Financial Results
---------------------------------------------------------
ON Semiconductor Corporation (NASDAQ: ONNN) reported that total
revenues in the third quarter of 2005 were $313.6 million, an
increase of approximately 4 percent from the second quarter of
2005.  During the third quarter of 2005, the company reported net
income of $23.5 million, or $0.06 per share on a fully diluted
basis, which included restructuring, asset impairments and other
charges of $0.2 million.  During the second quarter of 2005, the
company reported net income of $18.5 million, or $0.05 per share,
which included restructuring, asset impairments and other charges
of $2.8 million or $0.01 per share.

On a mix-adjusted basis, average selling prices in the third
quarter of 2005 were down approximately 3 percent from the second
quarter of 2005.  The company's gross margin in the third quarter
was 33.2 percent, an increase of approximately 70 basis points as
compared to the second quarter of 2005.

EBITDA for the third quarter of 2005 was $65.4 million and
included $0.2 million in restructuring, asset impairments and
other charges. EBITDA for the second quarter of 2005 was
$59.5 million and included $2.8 million in restructuring, asset
impairments and other charges.  A reconciliation of this non-GAAP
financial measure to the company's net income (net loss) and net
cash provided by operating activities prepared in accordance with
U.S. GAAP is set out in the attached schedule.

The $0.2 million in restructuring, asset impairments and other
charges for the third quarter of 2005 was primarily for accrued
severance and other exit costs related to previously announced
restructuring activities.

"In the third quarter of 2005, we continued to successfully grow
both revenue and gross margin." said Keith Jackson, ON
Semiconductor president and CEO.  "Our cash, cash equivalents and
short-term investments reached a record high at $272.3 million and
offer the company continued financial flexibility to further
reduce interest expense.  Our beginning backlog entering the
fourth quarter increased sequentially for the second consecutive
quarter and we are excited about our financial prospects for the
fourth quarter."

                   Fourth Quarter 2005 Outlook

"Based upon booking trends, backlog levels and estimated turns
levels, we anticipate that total revenues will be up approximately
2 to 3 percent sequentially in the fourth quarter of 2005," Mr.
Jackson said.  "Backlog levels at the beginning of the fourth
quarter were up from backlog levels at the beginning of the third
quarter of 2005, and represented over 85 percent of our
anticipated fourth quarter revenues.  We expect that average
selling prices will be down approximately 2 percent for the fourth
quarter of 2005.  We also expect cost reductions to offset the
decline in average selling prices and that gross margins will be
up approximately 100 basis points in the fourth quarter of 2005."

ON Semiconductor Corp. -- http://www.onsemi.com/-- supplies power
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating for Phoenix, Arizona-based ON Semiconductor Corp. to
B+/Stable/-- from B/Positive/--.

"The action recognizes the company's improved debt-protection
measures following a series of debt and equity refinancing actions
in the past several quarters, as well as expectations that
operating profitability, cash flows, and liquidity will remain
near recent levels," said Standard & Poor's credit analyst Bruce
Hyman.  The ratings continue to reflect its still-limited debt-
protection measures and the company's position as a supplier of
commodity semiconductors in a challenging operating environment,
and adequate operating liquidity.


ORBITAL SCIENCES: Earns $6.8 Million of Net Income in 3rd Quarter
-----------------------------------------------------------------
Orbital Sciences Corporation (NYSE: ORB) reported financial
results for the third quarter of 2005 and first nine months
of the year. Orbital reported third quarter 2005 revenues of
$159.3 million compared to third quarter 2004 revenues of
$171.7 million.  The company's third quarter 2005 operating income
was $12.2 million as compared to third quarter 2004 operating
income of $14.3 million.

Orbital's net income was $6.8 million, or $0.11 diluted earnings
per share, in the third quarter of 2005, as compared to adjusted
net income of $6.9 million, or $0.11 adjusted diluted earnings per
share, in the third quarter of 2004.  The company also reported
free cash flow* of $10.4 million in the third quarter of 2005 and
firm backlog of $1.20 billion as of September 30, 2005.

Commenting on the third quarter's financial results, Orbital's
Chairman and Chief Executive Officer, Mr. David W. Thompson, said,
"In the third quarter, Orbital continued several positive trends
that have characterized our financial results over the last few
years.  First, our new business activity in the quarter was
outstanding, representing one of the highest three-month periods
for new orders in the company's 23-year history.  Second, Orbital
also maintained its strong free cash flow performance, which we
expect to continue into the fourth quarter and throughout 2006.
Building on these foundations, we are quite optimistic for another
good year in 2006, with robust revenue growth, improving profit
margins and solid free cash flow generation expected to be
achieved next year."

                             Revenue

Orbital's third quarter 2005 revenues were $159.3 million,
compared to third quarter 2004 revenues of $171.7 million.  This
decrease was driven by lower satellites and related space systems
segment revenues related primarily to a decrease in the science,
technology and defense satellites product line, partially offset
by higher communications satellites product line revenues.  The
decline in science, technology and defense satellites product line
revenues was largely due to lower activity on certain government
contracts that are reaching the latter stages of production and
are expected to be substantially complete by year-end.  In the
company's launch vehicles segment, revenues declined marginally
due to decreases in the space launch vehicles and target launch
vehicles product lines, largely offset by revenue growth in the
interceptor launch vehicles product line.  Revenues in the
transportation management systems segment decreased slightly,
impacted by completion or near-completion of certain contracts
partially offset by revenues from several recently awarded
contracts.

For the first nine months of 2005, Orbital reported $503.9 million
in revenues, up from $500.8 million for the same period last year,
primarily due to revenue increases in the launch vehicles and
satellites and related space systems segments, partially offset by
a slight revenue decrease in the transportation management systems
segment.  The launch vehicles segment growth was driven by higher
revenues in the interceptor launch vehicles and target launch
vehicles product lines, partially offset by lower revenues from
the space launch vehicles product line.  The satellites and
related space systems segment growth was driven by higher revenues
from science, technology and defense satellite contracts, offset
partially by lower revenues in the company's communications
satellites product line.  Transportation management systems
segment revenues decreased due to the same factors impacting the
third quarter results.

                        Operating Income

Orbital reported operating income of $12.2 million in the third
quarter of 2005, compared to operating income of $14.3 million in
the same quarter of 2004, primarily due to a $2.8 million decrease
in satellites and related space systems segment operating income.
This decrease was due primarily to lower operating results in the
communications satellites product line because of cost growth
caused by launch delays on certain contracts.  Launch vehicles
segment operating income increased $0.5 million largely due to
higher interceptor launch vehicles operating income, partially
offset by lower space launch vehicles and target launch vehicles
product lines operating income.

Orbital reported operating income of $39.2 million in the first
nine months of 2005 compared to $43.0 million in the same period
of 2004.  The first half of 2004 included a $2.5 million non-
recurring gain from the sale of notes received from a former
affiliate reported in the corporate and other segment.  Income
from Orbital's operating segments, which excludes this non-
recurring gain, decreased $1.3 million period over period,
primarily due to a $6.0 million decrease in the satellites and
related space systems segment income, partially offset by a
$4.1 million increase in launch vehicles segment income.  The
operating income decrease in the satellites and related space
systems segment was largely due to cost growth on certain
contracts, partially offset by a $2.7 million favorable operating
profit adjustment in 2005 pertaining to a cash receipt from a
customer and former affiliate.  The increase in launch vehicles
segment income was largely due to improved operating income in the
interceptor launch vehicles product line and the absence in 2005
of an unfavorable profit adjustment in 2004 on a Taurus space
launch vehicle contract, partially offset by cost growth in 2005
on certain contracts.

                           Net Income

Net income in the third quarter of 2005 was $6.8 million, or $0.11
diluted earnings per share, compared to $6.9 million adjusted net
income for the third quarter of 2004, or $0.11 adjusted diluted
earnings per share.  Net income in the first nine months of 2005
was $20.5 million, or $0.33 diluted earnings per share, compared
to $20.8 million adjusted net income for the first nine months of
2004, or $0.32 adjusted diluted earnings per share.

                   Cash Flow and Balance Sheet

As of September 30, 2005, Orbital's unrestricted cash balance was
$146.4 million.  The company generated $10.4 million of free cash
flow for the third quarter of 2005 and $32.5 million for the first
nine months of 2005.

                     New Business Highlights

During the third quarter of 2005, Orbital booked approximately
$195 million in new firm orders and $260 million in new option
orders.  In addition, the company received approximately
$120 million of option exercises under existing contracts.  As of
September 30, 2005, the company's firm contract backlog was
approximately $1.20 billion, up 52% over its value a year ago.
Total backlog (including options, indefinite-quantity contracts
and undefinitized orders) was approximately $2.96 billion, up 24%
compared to the third quarter 2004 level.

                     Operational Highlights

In the third quarter of 2005, Orbital conducted eight space and
missile system operations.  These included four Vandal short-range
target vehicles for the U.S. Navy, two medium-range target
vehicles for the U.S. Missile Defense Agency and a Minotaur space
launch vehicle for the U.S. Air Force.  The company also launched
and deployed the Galaxy 14 commercial communications satellite for
PanAmSat Corporation in the quarter.  In addition, Orbital
delivered several space and launch system products for future
deployment, including two commercial communications satellites,
two short-range target vehicles and two cargo transport containers
to be used aboard the International Space Station.

Since the beginning of October, Orbital has completed three
operational milestones, including the first operational flight of
the "Coyote" supersonic sea-skimming target vehicle, the launch
and deployment of the Galaxy 15 commercial communications
satellite and the delivery of one Orbital Boost Vehicle (OBV)
missile defense interceptor.  Including these activities, Orbital
expects to complete a total of ten operational events and major
product deliveries in the fourth quarter, comprising three target
vehicle launches, one missile defense interceptor flight test,
four OBV interceptor booster deliveries, one communications
satellite launch and deployment, and one defense satellite
delivery.

                2005 Financial Guidance Update
                 and 2006 Preliminary Targets

The company has updated its 2005 guidance indicating that it
expects full year 2005 revenues to be in the $690 to $700 million
range and operating income margin to be about 7.5%.  Diluted
earnings per share are expected to be in the $0.42 to $0.44 range
with about 62 million average diluted shares.  Free cash flow is
forecast to be in the $50 to $55 million range.

The company also provided its preliminary financial targets for
2006, indicating that it anticipates full year 2006 revenues to be
in the $750 to $770 million range and operating income margin in
the 7.75% to 8.25% range.  Diluted earnings per share in 2006 are
expected to be in the $0.50 to $0.55 range, based on 60 to 62
million of average diluted shares.  The company expects to
generate $50 to $55 million in free cash flow for 2006.  The
company plans to update its outlook for 2006 when it reports
fourth quarter and full-year 2005 results early in 2006.

Orbital Sciences Corporation develops and manufactures small space
and rocket systems for commercial, military and civil government
customers.  The company's primary products are satellites and
launch vehicles, including low-orbit, geosynchronous and planetary
spacecraft for communications, remote sensing, scientific and
defense missions; ground- and air-launched rockets that deliver
satellites into orbit; and missile defense systems that are used
as interceptor and target vehicles.  Orbital also offers space-
related technical services to government agencies and develops and
builds satellite-based transportation management systems for
public transit agencies and private vehicle fleet operators.

                         *     *     *

As reported in the Troubled Company Reporter on July 15, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Orbital Sciences Corp.  The
outlook is revised to positive from stable.  The Dulles, Virginia-
based launch vehicle and satellite manufacturer has approximately
$125 million in rated debt.


PATRICK THOMPSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtors: Patrick M. & Rita Thompson
         132 Ensworth Avenue
         Nashville, Tennessee 37205

Bankruptcy Case No.: 05-12991

Chapter 11 Petition Date: October 8, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtors' Counsel: Robin Bicket White, Esq.
                  MGLAW PLLC
                  120 30th Avenue North, Suite 1000
                  Nashville, Tennessee 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

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.


PHOTOCIRCUITS CORP: Court Approves Morgan Lewis as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy for Eastern District of New York gave
Photocircuits Corporation permission to employ Morgan Lewis &
Bockius LLP as its special corporate and environmental counsel.

Morgan Lewis will provide legal services to the Debtor for certain
special purposes, including advice on general corporate governance
matters, employee and environmental matters and particular
commercial transactions.

Morgan Lewis will coordinate with the Debtor's lead bankruptcy
counsel, Silverman Perlstein & Acampora LLP to avoid duplication
of services.

Stephen A. Jannetta, Esq., a Partner of Morgan Lewis, disclosed
that his Firm received a $30,000 retainer.

Mr. Jannetta reports Morgan Lewis' professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Attorneys            $165 - $545
    Paralegals           $170 - $190

Morgan Lewis 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).  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.


PIXIUS COMMUNICATIONS: Gets Until Oct. 31 to File Amended Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas gave Pixius
Communications, LLC, until Oct. 31, 2005, within which Pixius can
amend its chapter 11 plan of reorganization.

The Debtor filed its Plan of Reorganization and accompanying
Disclosure Statement on June 28, 2005, with an initial
confirmation hearing held on Aug. 16, 2005.

Immediately prior to the disclosure and confirmation hearing, the
United States Department of Agriculture, Rural Utilities Division,
filed an election pursuant to Sec. 1111(b) of the Bankruptcy Code.
The matter was referred to a further status conference on Oct. 11,
2005, and the Debtor was directed to file an amended plan by
Sept. 15, 2005.

The Debtor and RUS jointly selected an appraiser to help resolve
their differences.  The Debtor tells the Court that the appraisal
results, and further discussions with the RUS on plan treatment,
are necessary before amending the plan.

Headquartered in Wichita, Kansas, Pixius Communications, LLC --
http://www.pixiuscorp.com/-- provides broadband internet service
at speeds from 364 Kbps to 45 Mbps.  The Company filed for
chapter 11 protection on Dec. 14, 2004 (Bankr. D. Kans. Case No.
04-16825).  William B. Sorensen, Jr., Esq., at Morris Laing Evans
Brock & Kennedy, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated between $100,000 to $500,000 in total assets and
between $10 million to $50 million in total debts.


PIXIUS COMMUNICATIONS: Hires Business Valuation as Appraiser
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas gave Pixius
Communications, LLC, permission to employ Business Valuation
Center as its appraiser.

The United States Department of Agriculture, Rural Utilities
Division, a/k/a Rural Utilities Service, the Debtor's major
creditor, has requested for appraisal of the Debtor's business and
assets as a condition precedent to resolving the pending objection
of the Rural Utilities to the Debtor's Plan dated June 28, 2005.

Rural Utilities has consented to Business Valuation as the
appraiser in this case, and has agreed to pay for one-half of the
appraisal fee

Business Valuation will:

   1) discuss with senior management regarding the history and
      nature of the business, the marketplace for the technology
      or products or services, and financial or accounting issues;

   2) research and analyse the external environment based upon
      published information including the economy, marketplace
      and, in particular, the outlook for the industry and related
      business models;

   3) review and analyse the internal environment, including
      historical operating and financial performance and the
      identification and valuation of all existing intangible
      assets;

   4) analyse the income, expense and cash flow of the business or
      technology relative to other similar companies or
      technologies with similar prospects for growth and risk;

   5) consider any previous transactions regarding the sale or
      licensing of similar businesses or technologies or the sale
      of similar businesses;

   6) review and analyse of all facts and data gathered resulting
      in an opinion of the fair market value of the business or
      technology as of the valuation date; and

   7) prepare of a written report summarizing the appraiser's
      methodology, scope, analyses, assumptions and conclusion of
      value.

Business Valuation will receive a flat fee of $20,000, plus
reimbursement of expenses.

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

Headquartered in Wichita, Kansas, Pixius Communications, LLC --
http://www.pixiuscorp.com/-- provides high-speed wireless
broadband internet service at speeds from 364 Kbps to 45 Mbps.
The Company filed for  chapter 11 protection (Bankr. D. Kan. Case
No. 04-16825) on Dec. 14, 2004.  When the Debtor filed for
protection from its creditors, it estimated between $100,000 to
$500,000 in assets and $10 million to $50 million in debts.


PIXIUS COMMUNICATIONS: Gets Court Nod to Assume Zimmerman Lease
---------------------------------------------------------------
Pixius Communications, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the District of Kansas to assume a
non-residential real property lease with James R. Zimmerman.

                     The Zimmerman Lease

The Debtor tells the Court that on Jan. 1, 2002, Mr. Zimmerman
entered into a lease agreement with Sequence Wireless, Inc.
wherein Mr. Zimmerman leased certain real estate to Sequence to
support a communications, with rent payable under an agreed rate.

The Debtor says that on Mar. 1, 2004, Sequence Wireless assigned
the Zimmerman lease to the Debtor.  The Debtor relates to the
Court that following its bankruptcy petition, three disputes were
raised between the Debtor and Zimmerman regarding:

    (1) whether the assignment of the lease from Sequence Wireless
        to the Debtor was valid;

    (2) whether the Zimmerman Lease has been modified to reduce
        monthly rental payments to $100; and

    (3) the extent of the past defaults on rental payments which
        the Debtor needs to cure upon assumption of the lease.

                       Terms of the Lease

The Debtors says that with the approval of the assumption by the
Court, Mr. Zimmerman and the Debtor have agreed on these terms:

    (a) prepetition rent default in the amount of $4,900 will be
        paid;

    (b) Mr. Zimmerman reserves his claims against Sequence
        Wireless and other third parties for rent defaults
        occurring prior to Mar. 1, 2004;

    (c) postpetition rent will be paid at the rate agreed in the
        Zimmerman Lease; and

    (d) the existing postpetition deficiency totaling $400 will
        be paid.

The Debtor discloses the lease will be modified to add these three
additional terms:

    (1) The Debtor will be responsible for maintaining the leased
        premises in a safe condition, including, without
        limitation, maintaining locks or other security devices to
        limit access to the premises, and regularly servicing
        lights and other improvements; failure to comply with this
        covenant shall be an event of default under Article 12 of
        the lease.

    (2) The Debtor will adequately insure the premises and
        annually provide Mr. Zimmerman with proof of renewal of
        insurance required by Article 9 of the lease.

    (3) The Debtor will not assign the assumed lease to a third
        party without notice to, and consent by, Mr. Zimmerman.

Headquartered in Wichita, Kansas, Pixius Communications, LLC --
http://www.pixiuscorp.com/-- provides broadband internet service
at speeds from 364 Kbps to 45 Mbps.  The Company filed for
chapter 11 protection on Dec. 14, 2004 (Bankr. D. Kans. Case No.
04-16825).  William B. Sorensen, Jr., Esq., at Morris Laing Evans
Brock & Kennedy, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated between $100,000 to $500,000 in total assets and
between $10 million to $50 million in total debts.


POTLATCH CORP: Fitch Affirms BB+ Senior Unsecured Ratings
---------------------------------------------------------
Fitch Ratings has affirmed Potlatch Corporation's senior unsecured
ratings and issuer default rating at 'BB+' and the company's
senior subordinated rating at 'BB'.  The Potlatch Rating Outlook
remains Stable.

Potlatch has asked its shareholders to approve a downstream merger
as an initial step in the company's conversion to a real estate
investment trust.  Post conversion, Potlatch will own a qualified
REIT subsidiary which will have all of the company's existing 1.5
million acres of timberlands in Idaho, Arkansas and Minnesota, its
hybrid poplar tree farm in Oregon, and all of the common stock of
a taxable REIT subsidiary.

The TRS will own the company's tissue, pulp and paperboard, and
wood products operations and will be the obligor of Potlatch's
outstanding publicly traded debt and industrial revenue bonds, all
of which will be guaranteed by QRS.  Both QRS and TRS are expected
to become parties, jointly and severally, to a revolving bank
facility, which will be unsecured and provide sufficient liquidity
as necessary to either subsidiary.

The incentive behind the conversion is to permit Potlatch to
distribute earnings from QRS to Potlatch shareholders without
paying federal corporate income taxes on the QRS earnings paid to
shareholders.  This will put Potlatch's potential cash returns to
shareholders from timberland operations on a level playing field
with other timberland investment vehicles. Potlatch's business mix
will remain unchanged.

However, the company anticipates increasing its annual dividend to
$2.60 per common share -- approximately $76 million -- beginning
in 2006, which could impact the level of reinvestment in TRS'
taxable businesses.

A key issue in this structure is whether TRS' businesses can be
self-supporting, with a majority of cash earnings from QRS going
to shareholders.  It doesn't appear this way in the current year,
factoring in a slightly larger appetite for capital expenditures.
The profitability of TRS' tissue and pulp and paperboard
operations is expected to improve.  This likely will not be the
case with lumber and plywood operations, prices having peaked last
year and not expected to appreciate to those record levels again
either this year or next.

To take up the slack, TRS will need better realizations in tissue
and pulp and paperboard, lower cost structures in all of the
taxable businesses, and/or a lower allocated corporate overhead.
The likelihood of achieving these targets in current markets is
fair, but not assured, and there is an equal likelihood that TRS
may have to borrow to support its taxable operations while
Potlatch is paying out QRS earnings to shareholders.

In consolidation Potlatch's financial metrics, a 1.8 times debt-
to-EBITDA and a 5.1x trailing four quarters net interest coverage,
are relatively strong but these could suffer if cost reduction
milestones are not realized or if commodity prices do not live up
to expectations.  Potlatch could potentially become investment
grade, but one of the things it will have to prove is the
financial independence of its taxable businesses and the ability
of those businesses to function without support from the cash
earnings of QRS' operations.

Potlatch is a mid-sized, integrated forester and manufacturer of
wood and pulp based products.  The company's timberlands provide
the majority of the raw materials for the manufacture of lumber,
plywood and particleboard.  Potlatch also makes pulp, paperboard
and tissue and is a leading producer of retail private-label
tissue products.


QWEST COMMUNICATIONS: S&P Rates Planned $750 Million Debt at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Denver,
Colorado-based local telephone company and long-distance carrier
Qwest Communications International Inc. to positive from
developing.

"At the same time, we raised our rating on the debt at incumbent
local exchange carrier subsidiary Qwest Corp. to 'BB' from 'BB-'
and affirmed our other ratings for the company and its related
entities, including the 'BB-' corporate credit rating on Qwest and
its incumbent local exchange carrier subsidiary Qwest Corp.," said
Standard & Poor's credit analyst Catherine Cosentino.

Standard & Poor's also assigned a 'BB' rating to funding entity
Qwest Services Corp.'s proposed $750 million revolving credit
maturing in 2010 and assigned a recovery rating of '1', and
upgraded the existing $750 million revolving credit, which matures
in February 2007, to 'BB' from 'BB-', with a recovery rating of
'1'.  This indicates expectations for full recovery of principal
in the event of a payment default or bankruptcy.

However, this will be withdrawn upon the completion of the new
revolving credit.  As of June 30, 2005, Qwest's debt totaled
$17.5 billion.

The outlook revision reflects the company's progress over the past
12 to 18 months in improving its operating profitability and
overall liquidity by reducing the cash drain from the long-
distance segment.  Profitability, as measured by the company's
overall EBITDA margin, improved to 28.6% for the second quarter of
2005 from 22% for full year 2003 because of ongoing cost and
productivity initiatives, including network grooming,
restructuring, and termination of unconditional purchase
obligations associated with the long-haul network.

At the same time, the company made good progress over the past
year in improving its overall liquidity by extending its debt
maturities, and reducing overall interest costs through debt
tenders and refinancings.

The upgrade of our rating on the Qwest Corp. debt reflects the
fact that our recovery analysis of the QSC bank loan indicates
that the debt-holders at Qwest Corp. would have strong prospects
for full recovery in the event of a payment default or bankruptcy,
given the degree of over-collateralization provided by the
company's access line base even under a stressed case.

The ratings continue to reflect the company's weak overall
business position and aggressive financial profile.

While the company is the dominant local telephone exchange carrier
in its 14-state market, representing some 15 million access lines,
its satisfactory business position in its local markets is
somewhat offset by its ongoing presence in the long-haul
communications business.  The long-haul business is viewed as
having a vulnerable business risk profile, after suffering from
significant pricing pressures over the past few years because of
very aggressive competition, as well as larger business customers'
migration to new IP technologies from traditional circuit-switched
services.


RAPSIL GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: The Rapsil Group
             648 Central Park Avenue
             Scarsdale, New York 10583

Bankruptcy Case No.: 05-60059

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      The Rapsil Construction                    05-60060

Chapter 11 Petition Date: October 21, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Gwenerva Darling Cherry, Esq.
                  Cherry & Marshburn LLP
                  305 Broadway, Suite 303
                  New York, New York 10007
                  Tel: (212) 267-7007
                  Fax: (212) 267-4445

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
The Rapsil Group          $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
The Rapsil Construction   $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.

The Debtors do not have unsecured creditors who are not insiders.


REFCO INC: JPMorgan Chase Can Convert Currencies to U.S. Dollars
----------------------------------------------------------------
Debtor Refco Capital Markets, Ltd., maintains multiple bank
accounts at JPMorgan Chase Bank, N.A., in U.S. dollars and various
foreign currencies, including accounts maintained in the United
States and abroad.  As of the Petition Date, some of these
accounts had positive balances while others were overdrawn.

Capital Markets and JPMorgan agree that all of Refco Inc., and its
debtor-affiliates' accounts denominated in currencies other than
U.S. dollars should be converted to U.S. dollars to avoid risks
related to fluctuations in various currencies' values.

Upon conversion of all of the accounts to U.S. dollars, Capital
Markets and JPMorgan agree to state a combined balance between
Capital Markets and the Bank by netting the result of the
conversion of all non-U.S. dollar accounts to U.S. dollars in
accounts maintained with the Bank.

Accordingly, Capital Markets asks the U.S. Bankruptcy Court for
the Southern District of New York to authorize JPMorgan to convert
all of its accounts at the Bank that are denominated in currencies
other than U.S. dollars to U.S. dollars.

Upon the conversion of all Capital Markets accounts at JPMorgan,
the Bank will promptly provide an accounting to Capital Markets
of the foreign currencies converted in each account, the
applicable conversion rates, fees, if any, and the total dollars
derived, along with a reconciliation reflecting the netting all
of the Capital Markets accounts at the Bank.

Capital Markets asks the Court to modify the automatic stay under
Section 362 of the Bankruptcy Code, to the extent necessary, to
permit JPMorgan to convert the Capital Markets accounts.

JPMorgan is represented in the Debtors' cases by Andrew D.
Gottfried, Esq., at Morgan, Lewis & Bockius LLP, in New York.

The Court approves the stipulation between JPMorgan and the
Debtors.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represent the Debtors in their restructuring efforts.
As of Feb. 28, 2005, Refco Inc. and its debtor-affiliates listed
$48,765,349,000 in total assets and $48,599,748,000 in total
liabilities. (Refco Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


REFCO INC: Has Until December 31 to File Schedules and Statements
-----------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007(c)
of the Federal Rules of Bankruptcy Procedure, a debtor is
required, within 15 days after the Petition Date, to file with
the court:

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

   (b) a statement of financial affairs; and

   (c) a list of equity security holders.

Given the size and complexity of their operations, Refco Inc., and
its debtor-affiliates believe that the 15-day period of time after
the Petition Date to file the Schedules and Statements will not be
sufficient to permit completion of those documents.  To prepare
the required Schedules and Statements, the Debtors must compile
information from books, records and documents relating to many
affiliates and a multitude of transactions.

At the Debtors' request, the U.S. Bankruptcy Court for the
Southern District of New York extends the time within which
the Debtors must file their Schedules and Statements until
December 31, 2005, without prejudice to their ability to request
additional time or a waiver should it become necessary.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represent the Debtors in their restructuring efforts.
As of Feb. 28, 2005, Refco Inc. and its debtor-affiliates listed
$48,765,349,000 in total assets and $48,599,748,000 in total
liabilities. (Refco Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


REFCO INC: Court Approves Joint Administration of Chapter 11 Cases
------------------------------------------------------------------
Refco Inc., and its 23 debtor-affiliates anticipate that numerous
notices, applications, motions, other pleadings, hearings, and
orders in their chapter 11 cases will affect several of the
Debtors.  Thus, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for an order directing joint
administration of their Chapter 11 cases.

According to J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, the joint administration of the
Debtors' Chapter 11 cases will permit the Clerk of the Court to
use a single general docket for each of the Debtors' cases and to
combine notices to creditors and other parties-in-interest of the
Debtors' estates.

The Debtors propose that all pleadings and papers filed in their
jointly-administered Chapter 11 cases be captioned:

   ____________________________________
                                       |
         In re                         | Chapter 11
                                       |
   Refco Inc. et al.,                  | Case No. 05-60006 (RDD)
                                       |
                              Debtors. | (Jointly Administered)
                                       |
   ____________________________________|

According to Mr. Milmoe, the use of simplified caption, without
reference to the Debtors' states of incorporation and tax
identification numbers, will eliminate cumbersome and confusing
procedures and ensure a uniformity of pleading identification.

Rule 1015(b) of the Federal Rules of Bankruptcy Procedure
provides that if two or more petitions are pending in the same
court by or against a debtor and an affiliate, the court may
order joint administration of the estates of the debtor and those
affiliates.

Mr. Milmoe tells the Honorable Robert D. Drain of the Southern
District of New York Bankruptcy Court that Refco and its debtor-
affiliates are "affiliates" as that term is defined in Section
101(2) of the Bankruptcy Code and as used in Bankruptcy Rule
1015(b).  Thus, he says, joint administration of the Debtors'
Chapter 11 cases is appropriate under Bankruptcy Rule 1015(b).

Mr. Milmoe points out that joint administration will protect
parties-in-interest by ensuring that they will be apprised of the
various matters before the Court in the Debtors' cases.  In
addition, the creditors' rights will not be adversely affected by
joint administration since the Debtors' request is purely
procedural and is in no way intended to affect substantive
rights.

The Court grants the Debtors' motion.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represent the Debtors in their restructuring efforts.
As of Feb. 28, 2005, Refco Inc. and its debtor-affiliates listed
$48,765,349,000 in total assets and $48,599,748,000 in total
liabilities. (Refco Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


RIVERSIDE CHURCH: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Riverside Church, Inc.
        c/o J. Whitney Pesnell, Esq.
        400 Travis Street, Suite 1100
        Shreveport, Louisiana 71101

Bankruptcy Case No.: 05-15468

Chapter 11 Petition Date: October 21, 2005

Court: Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: J. Whitney Pesnell, Esq.
                  The Pesnell Law Firm APLC
                  400 Travis Street, Suite 1100
                  Shreveport, Louisiana 71101
                  Tel: (318) 226-5577

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Riverside Baptist Church of   Claims for fraud        $2,000,000
Bossier City                  and damages
[address not provided]

Barksdale Baptist Church      Claims for amounts        $300,000
2535 Barbara Street           due on line of credit
Bossier City, LA 71112        and credit card
                              amount.
                              Allegedly fully
                              secured.

The Pesnell Law Firm, APLC    Claims for amounts        $110,000
400 Travis Street, Ste. 1100  due for legal fees
Shreveport, LA 71101          and expenses.

J. Whitney Pesnell            Claims for amounts         $90,188
                              due for legal fees
                              and expenses.

De Lage Landen Financial      Claims for amounts due     $10,000
Services, Inc.                under lease of
d/b/a Ricoh Leasing           photocopier.

Internal Revenue Service      Claims for amounts          $6,378
                              due for payroll taxes
                              and tax withholding.

Office Depot                  Claims for amounts          $4,000
                              due for office
                              supplies and
                              materials.

BFI Louisiana Hauling         Claims for amounts            $750
(n/k/a BFI Waste Services)    due for waste
                              services.


ROBERT MASSAM: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: A. Robert Massam
        199 Marty Lane
        Bartow, Florida 33830

Bankruptcy Case No.: 05-26603

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

The debtor did not file a list of his 20 Largest Unsecured
Creditors.


ROBOTIC VISION: Trustee Brings In Donchess & Notinger as Counsel
----------------------------------------------------------------
Steven M. Notinger, the chapter 7 trustee overseeing the
liquidation of Robotic Vision Systems, Inc., n/k/a Acuity
Cimatrix, Inc., and its debtor-affiliates, sought and obtained
authority from the U.S. Bankruptcy Court for the District of New
Hampshire to employ Donchess & Notinger, P.C., as his general
counsel.

Mr. Notinger tells the Court that Donchess & Notinger will assist
him in the liquidation of the Debtors' estate and wind down of the
company's affairs.

Mr. Notinger discloses that the Firm's professionals will bill
between $200 to $220 per hour.

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

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.


ROBOTIC VISION: Trustee Taps Murtha Cullina as Special Counsel
--------------------------------------------------------------
Steven M. Notinger, the chapter 7 trustee overseeing the
liquidation of Robotic Vision Systems, Inc., n/k/a Acuity
Cimatrix, Inc., and its debtor-affiliates, sought and obtained
authority from the U.S. Bankruptcy Court for the District of New
Hampshire to employ Murtha Cullina LLP as his special counsel.

Murtha Cullina will:

    (a) represent the Trustee in connection with the appeal by Pat
        Costa regarding the Court's Order approving the settlement
        with Intel.  Murtha Cullina has already filed papers on
        behalf of the Committee in connection with the appeal;

    (b) represent the Trustee with respect to any objection to the
        claims of Pat Costa and his secured claim;

    (c) advising the Trustee with respect to the Section 506(b)
        claims filed by RVSI Investors LLC and Intel Corporation
        and represent the Trustee in any litigation or negotiation
        with respect to the claims.  Action will be required by
        the Trustee within the thirty days following his
        appointment;

    (d) advise the Trustee with respect to the Director and
        Officer's Claim which was the subject of the report filed
        by the Examiner and related insurance coverage issues.
        With respect to this matter, the fees for Murtha Cullina
        will not exceed $50,000 without further order of the
        Court.  In addition, the Trustee will file an application
        setting forth the terms of retention for Murtha Cullina or
        any other firm engaged to bring litigation with respect to
        the D&O Claim;

    (e) assist the Trustee, as requested, in the review of
        priority claims, especially that of the Pension Benefit
        Guaranty Corporation;

    (f) provide the Trustee with background on the case as
        necessary to assist him in performing his duties under the
        Bankruptcy Code;

    (g) assist with any securities law requirements; and

    (h) assist with any outstanding intellectual property issues.

Mr. Notinger discloses that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Robert A. White, Esq.               $375
      Thomas Vangel, Esq.                 $355
      Michael Connolly, Esq.              $260
      Olga L. Bogdanov, Esq.              $250
      Ryan MacDonald, Esq.                $185

Mr. Notinger further discloses that Murtha Cullina has agreed to
charge the Trustee for travel time to the Court at 50% of its
normal rates.

To the best of the Trustee's knowledge, the Firm does not
represent an interest adverse to the estate.

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.


ROUGE INDUSTRIES: Wants Exclusive Periods Extended to January 12
----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
January 12, 2006, the period within which they can have exclusive
right to file a chapter 11 plan.  The Debtors also want their
exclusive right to solicit plan acceptances extended through
March 14, 2006.

The Debtors have been working in close cooperation with the
Creditors' Committee to address several contingencies, which
affect the ability to formulate and negotiate a liquidating plan.
The extension period will give opportunities to reach a resolution
of pending litigation and related proceedings with Ford Motor
Company.  The Ford Motor asserts, among other things, liens and
security interests purportedly securing in excess of $80 million
of indebtedness.

Furthermore, the Debtors want to use the extension period to
advance claims, administration, investigate and litigate potential
claims and causes of action, wind up their affairs and liquidate
any remaining assets.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Wants Until January 16 to Remove Civil Actions
----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for an extension of
its time to file notices of removal pursuant to Federal Rules of
Bankruptcy Procedure 9006(b) and 9027.

The Debtors are party to approximately 61 civil actions pending in
various state and federal courts.  The Debtors believe that an
extension until January 6, 2006, will be enough time for them to
determine which cases to remove.

The Debtors submit that their efforts were focused on consummating
the sale of their assets to Severstal N.A.  Once the sale was
consummated, the Debtors devoted substantial time to winding down
their affairs including, claims administration, employee and
retiree benefit matters, avoidance action analysis and recovery,
plan formulation and other estate administrative matters.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


RYAN'S RESTAURANT: Negotiates Debt Pact Amendment with Lenders
--------------------------------------------------------------
Ryan's Restaurant Group, Inc. (Nasdaq: RYAN) is continuing
discussions with the its lenders to amend current debt agreements
in light of the Company not meeting covenant requirements
regarding the fixed charge coverage ratio calculation.  The
Company was not in compliance with this ratio requirement at the
end of the second quarter, and, as anticipated by all parties,
this non-compliance continued at the end of the third quarter.

At June 29, 2005, the Company's fixed charge coverage ratio, which
is defined consistently in all of its debt agreements, was 2.05
times compared to the minimum requirement of 2.25 times.  As
previously reported in the Troubled Company Reporter, the Company
stated that it has been in contact with its lenders throughout the
quarter regarding this possibility and have been informed that
they intend to grant the restaurant group a waiver for this
covenant violation.

Management is optimistic that an agreement with the Company's
lenders will be reached, and that this agreement will permit the
capital expenditure plans for 2006 and 2007.  Until the credit
agreements are amended, the Company's outstanding debt must be
classified as a current liability in accordance with generally
accepted accounting principles and is presented as such in the
accompanying financial statements.  Management expects that the
amendments will be executed prior to the filing of the Company's
quarterly report on Form 10-Q with the U.S. Securities and
Exchange Commission on or around Nov. 2, 2005.

                  Third Quarter Results

Third quarter restaurant sales were $202,967,000 in 2005 compared
to $205,331,000 for the comparable quarter in 2004.  Net earnings
for the quarter amounted to $4,164,000 in 2005 and $9,226,000 in
2004. Earnings per share (diluted) amounted to 10 cents in 2005
compared to 22 cents in 2004.

For the nine months ended Sept. 28, 2005, restaurant sales
amounted to $628,116,000 compared to $633,534,000 for the
comparable period in 2004.  Net earnings were $22,237,000 in 2005
and $38,756,000 in 2004.

"Ryan's was challenged during the third quarter with lower sales
and higher costs," Commenting on the quarter, Charles D. Way, CEO
of the Company, said.  "Same-store sales decreased by 3.7% during
the quarter.  We believe that high gasoline and utility costs
continue to adversely affect our customers' disposable income,
resulting in lower dining-out expenditures.  Furthermore, third
quarter sales were impacted by Hurricanes Katrina and Rita, not
only in the areas of immediate landfall but also in many of our
other operating areas.

"During the quarter, we lost 243 restaurant-days, representing
less than 1.0% of total available restaurant-days, at 41 locations
due to the hurricanes.  Except for three locations that are still
closed, the affected restaurants re-opened quickly and have
generally enjoyed very good business since that time due to high
demand from repair and emergency crews and returning residents.
We are very grateful for the heroic efforts of our construction
and maintenance personnel and our dedicated restaurant managers
and hourly team members, many of whom also suffered significant
property loss from the hurricanes.  Restaurant sales in southern
and mid-Atlantic states generally were adversely affected by the
heavy storms that resulted after the immediate landfalls and by
gasoline pricing and shortages.  We believe that these factors as
well as the related extensive television coverage decreased dining
visits by our customers."

At Sept. 28, 2005, the Company owned and operated 339 restaurants,
including the three locations that continue to be closed as a
result of Hurricane Katrina.

Ryan's Restaurant Group, Inc. -- http://www.ryans.com/-- operates
a restaurant chain consisting of 344 Company-owned restaurants
located principally in the southern and  midwestern United States
and receives franchise royalties from an  unrelated third-party
franchisee that operates four restaurants (as of March 30, 2005)
in Florida.  The Company's restaurants operate under the Ryan's or
Fire Mountain brand names, but are viewed as a single business
unit for management and reporting purposes.  A Fire Mountain
restaurant offers a selection of foods similar to a Ryan's
restaurant with display   cooking and also features updated
interior furnishings, an upscale food presentation and a lodge-
look exterior.  The Company was organized in 1977, opened its
first restaurant in 1978 and completed its initial public offering
in 1982.  The Company does not operate or franchise any
international units.


SAVVIS INC: Sept. 30 Balance Sheet Upside-Down by $119.3 Million
----------------------------------------------------------------
SAVVIS, Inc. (NASDAQ:SVVS) reported third results for the quarter
ended Sept. 30, 2005.

For the three months ended Sept. 30, 2005, the Company reported a
$13.7 million net loss on $166.1 million of revenues, compared to
a $21.3 million net loss on $167.2 million of revenues on June 30,
2005.

"In the third quarter, our core Managed IP VPN and Hosting revenue
grew 25% and 17%, respectively, from a year ago, demonstrating the
power of our value-added offerings for enterprises," Rob
McCormick, SAVVIS' chairman and chief executive officer, said.
"Given the robust market for high-quality hosting, we have
announced plans to commission a nearly-complete data center in
Silicon Valley, increasing capacity of our hosting facilities by
an additional 127,000 square feet in the first quarter of 2006.
The strong demand for conventional hosting services is also
helping drive interest in SAVVIS' unique virtualized utility
offering.

"SAVVIS remains focused on delivering value to stockholders
through margin improvement and cash flow.  Our results in the
third quarter, including strong adjusted EBITDA of $21.9 million
and a sequential improvement of $13.8 million in our cash
position, attest to our successful execution this quarter.  We're
delivering value to customers through innovative, managed
solutions to the IT problem.  Where other IT infrastructure models
deliver complexity and wasted capacity, with too little security
and performance, SAVVIS offers higher availability and more
security at significantly lower cost."

                Balance Sheet and Cash Flow

Net cash provided by operating activities was $21.4 million in the
third quarter, compared to $0.2 million in the second quarter and
cash used of $11.7 million in the third quarter 2004.  Third
quarter 2005 operating cash flow included cash payments totaling
$600,000 of acquisition and integration costs related to assets
acquired in March 2004, as compared to payments of $3.3 million
and $10.1 million for such costs in the second quarter 2005 and
the third quarter 2004, respectively.  Cash payments in the second
quarter 2005 also included $7.5 million in one-time items to exit
long-term lease obligations. SAVVIS' cash position at Sept. 30,
2005, was $50.8 million compared to $37 million at June 30, 2005,
largely reflecting higher Adjusted EBITDA, lower acquisition and
restructuring payments and improved working capital.

                     Financial Outlook

"SAVVIS is continuing to deliver financial margin improvement as a
result of strong growth in our core services on a largely fixed-
cost base," Chief Financial Officer Jeff Von Deylen said.  "The
improvement in our profit margin also helped drive strong cash
flow performance in the quarter.  The high quality of our products
and growth of our markets were reflected in record sales success
and low customer churn in the third quarter.  SAVVIS remains
focused on improving Adjusted EBITDA and cash flow performance to
create value for all of our stockholders."

SAVVIS, Inc. (NASDAQ:SVVS) -- http://www.savvis.net/-- is a
global IT utility services provider that focuses exclusively on IT
solutions for businesses. With an IT services platform that
extends to 47 countries, SAVVIS has over 5,000 enterprise
customers and leads the industry in delivering secure, reliable,
and scalable hosting, network, and application services. These
solutions enable customers to focus on their core business while
SAVVIS ensures the quality of their IT systems and operations.
SAVVIS' strategic approach combines virtualization technology, a
global network and 24 data centers, and automated management and
provisioning systems.

At Sept. 30, 2005, SAVVIS Inc.'s balance sheet showed a
$119.3 million stockholders' deficit, compared to a $63.9 million
deficit at Dec. 31, 2004.


SILGAN HOLDINGS: Earns $45.2 Mil. of Net Income in Third Quarter
----------------------------------------------------------------
Silgan Holdings Inc. (Nasdaq:SLGN) reported third quarter 2005 net
income of $45.2 million, compared to third quarter 2004 net income
of $38.4 million.  Per share amounts have been restated to reflect
the two-for-one stock split that occurred on Sept. 15, 2005.

"Our overall business continued to perform well in the third
quarter, particularly given the challenges of raw material and
energy inflation," said Phil Silver, Co-Chairman and Co-CEO.  "Our
total volumes were steady and our operating results were bolstered
by productivity improvements and continued strong performance in
our closures product line.  While we continue to experience cost
inflation, particularly in resin costs, and certain isolated
supply chain restrictions, I am confident our businesses will meet
these challenges," added Mr. Silver.  "Accordingly, even after
giving consideration to our cautious near term outlook concerning
the resin market, we are reaffirming our earnings guidance for the
year," concluded Mr. Silver.

Net sales for the third quarter of 2005 were $797.5 million, an
increase of $12.7 million, or 1.6 percent, as compared to $784.8
million for the same period in 2004.  This increase was the result
of higher average selling prices in both the metal food and
plastic container businesses, principally due to the pass through
of higher raw material costs, improved product mix and growth in
unit volumes in our closures product line, partially offset by
volume declines in the plastic container and food can businesses.

                         Stock Split

On Sept. 15, 2005, the Company affected a two-for-one stock split
of its common stock in the form of a stock dividend.  Per share
amounts have been restated to reflect this split for all periods
presented.

                          Dividend

On Sept. 15, 2005, the Company paid a quarterly cash dividend of
$0.10 per share to holders of record of common stock of the
Company on Sept. 1, 2005.  This dividend payment aggregated
$3.7 million.

Silgan Holdings manufactures consumer goods packaging products
with annual net sales of $2.4 billion in 2004.  Silgan operates 60
manufacturing facilities in the U.S. and Canada.  In North
America, Silgan is the largest supplier of metal containers for
food products and a leading supplier of plastic containers for
personal care products and of metal, composite and plastic vacuum
closures for food and beverage products.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating and
its recovery rating of '3' to Silgan Holdings Inc.'s proposed
$1 billion senior secured credit facilities, based on preliminary
terms and conditions.

The proposed credit facilities consist of a $450 million senior
secured revolving credit facility due 2011, a $325 million term
loan A due 2011, and a $225 million term loan B due 2012.
Proceeds will be used to refinance existing bank debt.  The rating
on the proposed senior secured credit facilities is the same as
the corporate credit rating; this and the '3' recovery rating
indicate the expectation of a meaningful (50% to 80%) recovery of
principal in the event of a payment default.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating and other ratings on the company.  S&P said the
outlook is positive.  Stamford, Connecticut-based Silgan had about
$993 million of debt outstanding at March 31, 2005.


SOUTHWEST RECREATIONAL: Settles Heller's Indemnification Claims
---------------------------------------------------------------
Ronald L. Glass, Chapter 11 Trustee for Southwest Recreational
Industries, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Georgia in Rome to
approve the settlement and compromise agreement with Heller
Financial, Inc.

The settlement agreement resolves the dispute arising from the
indemnification claims asserted by Heller under the terms of the
Global Settlement previously approved by the Bankruptcy Court in
Sept. 2004.

The global settlement essentially provided for the final allowance
of the secured claims of Heller and the senior lenders it
represents.  In addition, paragraph 5 of the global settlement
preserved the indemnification rights of the senior lenders, their
Agent, and all indemnitees arising under section 9.1 of their
prepetition credit agreement with the Debtors.

                     Indemnification Claims

On Aug. 19, 2005, Heller presented a demand for indemnification to
the Trustee requesting a $101,513 reimbursement for attorney's
fees and expenses incurred through July 31, 2005.  Heller
subsequently added another $8,049 to its claims for expenses
incurred through Aug. 28, 2005, bringing its total claims to
approximately $110,000.

The Trustee disputed Heller's claims because certain fees and
expenses demanded by the agent were not indemnified under the
global settlement of prepetition credit agreement.  The Trustee
also noted that the fees demanded by Heller were either
unreasonable or unnecessary and are therefore not recoverable from
the bankruptcy estate.

                       The Settlement

After extensive negotiations, the Trustee agreed to pay Heller
$102,892 in full and final satisfaction of any indemnification
claims asserted against the Bankruptcy estate arising on or prior
to August 28, 2005.  Heller and senior lenders reserve the right
to seek indemnification from the bankruptcy estate for any claims
arising after Aug. 28.

The settlement amount, payable ten days following the Bankruptcy
Court's approval of the settlement agreement, will be funded from
the Debtors' respective bankruptcy estates according to the
percentages outlined in the global settlement.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as
Chapter 11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq.,
Gary W. Marsh, Esq., at McKenna Long & Aldridge LLP represent the
Chapter 11 Trustee.


SOUTHWEST RECREATIONAL: Court Converts Ch. 11 Cases to Ch. 7
------------------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
District of Georgia in Rome converted Southwest Recreational
Industries, Inc., and its debtor-affiliates' chapter 11 cases into
liquidation proceedings under chapter 7 of the Bankruptcy Code.

Judge Bonapfel determined, after a status conference held on
July 26, 2005, that cause exists for the conversion of the
Debtors' chapter 11 cases.

The Bankruptcy Court is authorized to convert the Debtors'
chapter 11 cases pursuant to section 105(a) and (d) of the
Bankruptcy Code.  Section 105 states that the court, on its own
motion or on the request of a party in interest, may hold a status
conference and issue an order at any such conference prescribing
limitations and conditions to ensure that a case is handled
expeditiously and economically.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at
Alston & Bird, LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.  On Aug. 11, 2004, Ronald L. Glass was
appointed as Chapter 11 Trustee for the Debtors.  Henry F. Sewell,
Jr., Esq., Gary W. Marsh, Esq., at McKenna Long & Aldridge LLP
represent the Chapter 11 Trustee.


STEEL DYNAMICS: Earns $45 Million of Net Income in Third Quarter
----------------------------------------------------------------
Steel Dynamics, Inc. (Nasdaq: STLD) reported third quarter 2005
earnings of $45 million, on net sales of $499 million.  Third
quarter results were steady, but are less than 2004's record
quarterly results which generated earnings of $114 million, and
sales of $635 million achieved during a period of unusually strong
industry conditions.

The Company reported $45,408,000 of net income for the three
months ended Sept. 30, 2005, compared to a $113,614,000 net income
for the same period last year.

Third quarter 2005 consolidated shipments totaled 924,000 tons,
up 3% from the third quarter of 2004 and also up 3 percent from
the second quarter of 2005.  SDI's average consolidated selling
price was $540 per ton, down 24 percent from the third quarter of
2004 and down 11 percent from the second quarter of 2005.  Average
cost per ton of scrap charged was down 19 percent from the second
quarter.

Year-to-date 2005 earnings of $157 million are 26 percent lower
than the first nine months of 2004 which were $213 million.
Year-to-date net sales for 2005 increased 5 percent to $1.615
billion compared to $1.545 billion in the first nine months of
2004, primarily as a result of increased steel shipments.

"Overall, our third quarter performance was solid, in spite of a
variety of challenges including higher natural gas and electricity
costs and disruptions in production indirectly caused by Hurricane
Katrina," said Keith Busse, President and CEO of Steel Dynamics.
"On the other hand, we have seen positive developments in the
steel marketplace.

"We have recovered from the shortage of hydrogen used by our Flat
Roll Division for annealing, but we did experience somewhat lower
margins for finished flat-roll products as we were unable to
produce and ship cold-rolled, fully finished steel for several
weeks.  Although natural gas is a much less significant factor in
our production process than for integrated steelmakers, we have
incurred additional costs as a result of the recent spike in gas
prices.  Electrical energy purchased on the spot market saw
increases in the third quarter as well, although much of our
electricity consumption is purchased under long-term contract.

"On the positive side, compared to the first six months of this
year, steel imports have slowed and steel service center
inventories have adjusted to more normal levels, resulting in
stronger factory order bookings and greater backlogs for our flat-
rolled and structural steel divisions.  Strong backlogs for wide-
flange beams persisted through the quarter.  The Structural & Rail
Division again achieved record quarterly shipments and reduced its
finished goods inventories significantly.  Likewise, flat roll
shipments were also strong.  Pricing trends are positive for both
of these product categories.  New Millennium Building Systems, our
joist-and-deck fabricating business, is experiencing robust demand
and stronger pricing at both its Indiana and Florida facilities.
After beginning operations in March 2005, the new Lake City,
Florida, plant became profitable in August."

                        Credit Facility

During the third quarter, the company replaced its $230 million
senior secured revolving credit facility with a five-year
$350 million facility.  The new facility is secured by
substantially all of the company's accounts receivable and
inventories and also includes an option to increase the facility
size by $100 million during the next five years.  Costs related to
this refinancing reduced the quarter's earnings by approximately
$0.02 per diluted share.

In July the Company completed the purchase of an additional
200,000 shares of its common stock, completing the repurchase
programs authorized by the Board of Directors. During the past
four quarters the company repurchased 7.5 million shares.

"Looking forward, we expect fourth quarter conditions to remain
strong for the steel business," Busse said. "Demand has improved
for beams as a result of stronger non-residential construction
activity.  We expect shipments for flat-rolled steel and building
systems to remain strong and we expect some recovery in our bar-
steel business.  Overall, we are anticipating as much as a 20
percent increase in fourth quarter earnings."

Steel Dynamics Inc. -- http://www.steeldynamics.com/-- produces a
broad array of high-quality flat-rolled, structural and bar steels
at its three Indiana steel mini-mills and steel-processing
operations.

Steel Dynamics' 9-1/2% senior notes due 2009 carry Moody's Ba2
rating and Standard & Poor's BB rating.


UNISYS CORP: Moody's Revises Long Term Rating Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service revised the long term rating outlook of
Unisys Corporation to negative from stable, and affirmed the
company's Corporate Family Rating at Ba3 and short term liquidity
rating at SGL-3.  If the company's existing $500 million senior
unsecured credit facility which matures May 2006, is renewed on a
secured basis, the ratings for the senior unsecured notes and
shelf registration could be notched below the Corporate Family
Rating.

Ratings affirmed include:

   * Corporate Family Rating at Ba3

   * Senior unsecured rating at Ba3

   * Shelf registration for senior unsecured debt, subordinated
    debt and preferred stock at (P)Ba3, (P)B1 and (P)B2,
    respectively

   * Short term liquidity rating at SGL-3

The revision of the ratings outlook to negative reflects weaker
than expected performance for the third quarter, led by double
digit order declines, and expectations for continuing low
profitability and cash flow generation over the intermediate term.
Sales of high margin Technology product continue to decline at
steep rates while underperforming outsourcing contracts persist in
depressing profitability.  Moody's expects the timeframe for the
company to realize benefits from addressing its problem
outsourcing contracts to remain protracted, placing further
pressure on consolidated profit margins.  Moody's does not expect
the company to generate free cash flow in 2005 and does not expect
the company to generate meaningful free cash flow in 2006.

The company announced restructuring plans to lay off 10% of its
workforce, sell businesses that currently generate approximately
$500 million of revenue and concentrate the company's focus on
outsourcing, enterprise security, providing integration and
support of Microsoft and open source Linux software.  The company
also plans to enter into an alliance to share its research and
development costs and outsource its hardware manufacturing.
Moody's believes that implementation of Unisys' restructuring plan
and its overall weakening market position will challenge the
company to maintain adequate profitability, returns and credit
protection measures.  The company expects to recognize charges
between $250 and $300 million through 2006 that could yield $250
million of annualized cost savings by the end of 2007.

The negative ratings outlook considers the challenges the company
faces to implement its restructuring program and improve its
competitive position in its Services and Technology segments that
will create sustainable revenue growth and profitability.  Moody's
believes that the margin profile of IT outsourcing limits Unisys'
prospects for offsetting contraction in operating income
contribution from the Technology segment.

Over the past several years, Technology segment revenue has
steadily declined, particularly in the company's high margin
legacy ClearPath large enterprise server business.  Over the nine
month period ended September 30, 2005, Technology segment sales
represented 16% of consolidated revenue of $4.2 billion, while
contributing gross margins of 45%.  Over the same period, Services
revenue contributed gross margins of 11.5%.  Technology revenue
fell 29% in the third quarter 2005 versus the prior year, due
largely to delayed purchases of ClearPath systems.

The ratings could be downgraded over the near to intermediate term
should contract signings or Technology revenue continue to
decline, or prospects for the company to improve profits and cash
flow generation through its restructuring efforts remain muted.
The ratings could also decline should the company announce further
material charges from write downs or restructurings.  To maintain
the current ratings, Moody's will expect the company to
demonstrate operational and cash flow generation improvement over
the near term, despite a challenging market environment and its
limited market position within its targeted business segments.

Unisys, based in Blue Bell, Pennsylvania, is a worldwide provider
of IT services and technology hardware.  The company generated
$5.8 billion of revenue in 2004.


VARTEC TELECOM: Further Amends Kane Russell's Engagement
--------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to further modify the employment terms of their special counsel,
Kane, Russell, Coleman & Logan, PC, nunc pro tunc to Aug. 1, 2005.

The Debtors hired Kane Russell on Nov. 19, 2004, as special
counsel to provide advice on bankruptcy issues that might arise in
connection with litigation involving SBC Communications, Inc.

On May 25, 2005, the Debtors modified the Firm's employment to
include:

   a) all matters arising in or related to these bankruptcy
      cases that involve SBC entities, including matters related
      to contract and lease assumption and rejection matters, and
      the negotiation of new or modified agreements between
      Debtors and SBC; and

   b) matters relating to the Master Lease Agreement between
      VarTec Telecom, Inc. and General Electric Capital
      Corporation.

On top of the Firm's expanded retention contract, the Debtors want
Kane Russell to represent them in all matters involving Unipoint
Holdings, Inc., dba PointOne Unipoint Enhanced Services, Inc.,
Unipoint Services, Inc., or any of its subsidiaries.

The Debtors' previous counsel, Vinson & Elkins, LLP, is unable to
represent them in the Unipoint matters because of the Firm's past
and current representation of SBC.

Kane Russell's original retention agreement stipulated these
hourly rates for its professionals:

       Professionals                     Hourly Rates
       -------------                     ------------
       Partners & Associates             $200 - $400
       Paraprofessionals                   50 -  125

To the best of the Debtors' knowledge, Kane Russell is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

The Court will convene a hearing on Nov. 1, 2005, at 1:30 p.m. to
consider the Debtors' request.

                     About Kane Russell

Kane, Russell, Coleman & Logan, P.C., offers a full range of legal
services primarily in the areas of corporate, real estate, tax,
telecommunications, stadium development and financing, bankruptcy
and litigation.  The firm was formed on Jan. 2, 1992, and is
currently comprised of 39 attorneys.

The firm bases its practice on combining the experience and
sophistication of a large law firm with the responsiveness and
economic efficiency of a mid-sized law firm to provide the highest
quality legal services in an efficient, responsive manner.  It is
this combination of large law firm sophistication with mid-sized
cost-effectiveness and responsiveness that distinguishes Kane,
Russell, Coleman & Logan, P.C. from other law firms.

Headquartered in Dallas, Texas, Vartec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No. 04-
81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq., and
Richard H. London, Esq., at Vinson & Elkins, represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $100 million in
assets and debts.


VERESTAR INC: Panel Brings In FTI as Litigation Consultant
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Verestar, Inc.,
and its debtor-affiliates' chapter 11 cases, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ FTI Consulting, LLP, as its litigation
consultant, nunc pro tunc to August 23, 2005.

The Committee wants FTI to assist its special litigation counsel,
Kasowitz, Benson, Torres & Friedman LLP.

On July 8, 2005, the Committee commenced an action in the District
Court of the Southern District of New York alleging:

     * breach of fiduciary duty against Verestar's officers and
       directors,

     * breach of fiduciary duty against Verestar's financial
       advisor, Bear Stearns & Co., Inc., and

     * alter ego liability and conversion against American Tower
       Corporation.

The Committee accused the officers and directors, Bear Stearns and
ATC of aiding and abetting conspiracy, deepening insolvency, and
tortious interference with prospective or existing business
relations.

That same date, the Committee also filed an adversary proceeding
objecting to ATC's claims in the Debtors' cases.  The Committee
wanted ATC's claims recharacterized and subordinated.

In relation with the adversary proceedings commenced by the
Committee, FTI will:

     1) to the extent necessary, appropriate and feasible, review
        and provide analysis of Verestar's and ATC's business
        plans, operations, historical financial condition and
        capitalization at all times relevant to the ATC Actions;

     2) evaluate ATC and Verestar's cash management system and to
        review and analyze inter-company accounts and
        transactions;

     3) analyze Verestar's business of operating teleports that
        link satellites to terrestrial stations and to supply
        analysis of the telecom industry and conditions at the
        time of major Verestar investments, acquisitions, and
        divestitures;

     4) investigate the facts and circumstances underlying
        Verestar's investments, acquisitions, and divestitures;
        specifically, assess the due diligence conducted by ATC
        and Verestar prior to making investments, acquisitions or
        divestitures;

     5) provide an analysis of the value of each Verestar
        investment, divestiture or acquisition;

     6) analyze Verestar's capital structure from its inception
        to confirm or determine the adequacy or inadequacy of its
        capitalization and to determine when Verestar became
        insolvent;

     7) produce reports as appropriate under the circumstances;

     8) attend and assist Kasowitz Benson in the preparation of
        depositions, interviews, examinations, and meetings; and

     9) perform all other necessary consulting services in these
        cases as appropriate.

The Committee believes that FTI can provide expert opinion on
issues of solvency and valuation.

The current hourly rates of FTI's professionals are:

     Designation                     Rates
     -----------                     -----
     Senior Managing Directors     $560-$625
     Managing Directors            $520-$560
     Directors                     $415-$495
     Consultants                   $319-$385
     Associates                    $205-$280
     Paraprofessionals              $90-$280

FTI's professionals who will render services to the Committee and
their current hourly rates are:

     Professional              Designation          Rates
     ------------              -----------          -----
     Joseph D'Amico      Senior Managing Director    $625
     M. Freddie Reiss    Senior Managing Director    $625
     Ronald F. Greenspan Senior Managing Director    $595
     Carlyn Taylor       Senior Managing Director    $595
     William Nolan       Senior Managing Director    $550
     John Orr               Managing Director        $540

To the best of the Committee's knowledge, FTI is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- was a provider of satellite and
terrestrial-based network communication services prior to the sale
of substantially all of its assets.  Verestar is a wholly-owned
subsidiary of American Tower Corporation, a non-debtor.  The
Company and two of its affiliates filed for chapter 11 protection
on December 22, 2003 (Bankr. S.D.N.Y. Case No.
03-18077).  Matthew Allen Feldman, Esq., at Willkie Farr &
Gallagher LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $114 million in assets
and more than $635 million in debts.


WINN-DIXIE: Wants to Resolve Remaining Reclamation Claims
---------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates have reviewed
and analyzed 480 reclamation claims since the bankruptcy filing.
Pursuant to a Court-approved stipulation, the Debtors and certain
trade vendors agreed on the reconciliation and treatment for
reclamation claims and established a postpetition trade lien
program.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, reports that over 160 reclamation claims are already
fully reconciled with the vendors who opted in the Reclamation/
Trade Lien Stipulation.

The Debtors now want to put into process a framework to liquidate
the unresolved claims.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Middle District of Florida to determine the amount of the
reclamation claims that have not been fully reconciled and
agreed by the vendors.

Mr. Baker informs the Court that the unresolved reclamation
claims are segregated into three categories:

   (1) Those vendors that agree with the Debtors' proposed
       reclamation analysis, but have not yet resolved set-off or
       consumption issues;

   (2) Those vendors that failed to agree or disagree with their
       Statement of Reclamation; and

   (3) The dissenting vendors.

            Unresolved Set-off and Consumption Issues

According to Mr. Baker, 184 vendors have agreed with the Debtors'
proposed gross amount of their reclamation claims but have not
yet completed the reconciliation of any offsets to their claims.

After the Court approved the Reclamation/Trade Lien Stipulation,
the Debtors established a two-step process for the vendors to opt
in.  The vendors would first need to assent to the Statement of
Reclamation and send it to the Debtors.  Then, after the
Statement of Reclamation was received, the Debtors would contact
the vendor to determine if it was interested in participating in
the trade lien program.  In many cases, a vendor and the Debtors
never agreed on the consumption rate, and may not have reached an
agreement with respect to the prepetition accounts payable
credits and accounts receivables.

For this type of reclamation claims, the Debtors want the Court
to determine that the appropriate amount of unresolved
prepetition offsets are the amounts that they have set forth.
The Debtors also want the Court to determine the rate of
consumption at trial.

               Unreturned Statement of Reclamation

Mr. Baker reports that 79 vendors did not return their Statement
of Reclamation and chose not to indicate their assent or dissent
to their Statement.

For this type of reclamation claims, the Debtors seek a
determination that each vendor's reclamation claim will be deemed
allowed in the amount of their Reconciled Reclamation Claim and
that the amount of the set-offs will be deducted from the
Reconciled Reclamation Claim, therefore resulting in an allowed
reclamation claim subject to a determination of the consumption
rate.

                        Dissenting Vendors

According to Mr. Baker, 48 vendors disagreed with the Reconciled
Reclamation Claim contained in their Statement of Reclamation.
Based on the Debtors' books and records and the documents
provided by the vendors, the Debtors want to set up a process
that lets the Court determine that the vendor's reclamation
claims should be allowed in the amount set forth in each vendor's
Statement of Reclamation.

Mr. Baker says that unless the Debtors and the vendors agree on
the allowed amount of their reclamation claims and consumption
rates, each vendor will be obligated to contact the Debtors'
counsel by Dec. 15, 2005, to schedule an evidentiary hearing
with respect to the outstanding issues.

Mr. Baker tells Judge Funk that with respect to reclamation
vendors that have responded to their Statement of Reclamation,
the Debtors are actively working to resolve those reclamation
claims.

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).


XSTREAM BEVERAGE: Revises 2003 and 2004 Financial Statements
------------------------------------------------------------
In connection with comments from the Securities and Exchange
Commission, the Board of Directors of Xstream Beverage Group,
Inc., announced on Oct. 6, 2005, that certain of the Company's
previously issued financial statements should no longer be relied
upon because of errors.  The revised financial statements include:

   a) Consolidated Statements of Operations for the year ended
      December 31, 2003

      Xstream Beverage had improperly classified expenses during
      fiscal 2003 related to settlements with its former officers
      and directors within Total Other Income/(Expenses) instead
      of within Total Operating Expense.

      The restatement resulted in an increase in Total Operating
      Expenses for fiscal 2003 from $6,322,098 to $7,018,898 and a
      change in Total Other Income/(Expense) from an expense of
      $(684,576) to income of $12,244.  The restatement did not
      affect the Company's net loss for the year.

   b) Consolidated Balance Sheets (unaudited) at each of:

      -- March 31, 2004,
      -- June 30, 2004, and
      -- Sept. 30, 2004

      Consolidated Statements of Operations (unaudited) for each
      of the periods ended:

      -- March 31, 2004,
      -- June 30, 2004, and
      -- Sept. 30, 2004, and

      Consolidated Statements of Cash Flow (unaudited) for each of
      the periods ended:

      -- March 31, 2004,
      -- June 30, 2004, and
      -- Sept. 30, 2004.

      Xstream Beverage's Board of Directors concluded that the
      Company had improperly treated the reversal of interest
      accrued on a subscription receivable.  The reversal had
      these effects:

      * Quarterly Report on Form 10-QSB/A for the period ended
        March 31, 2004:

         -- The amount of additional paid in capital as reflected
            on the Company's Consolidated Balance Sheet
            (unaudited) at March 31, 2004, was increased from
            $18,594,435 to $18,907,507 and the amount of
            accumulated deficit was increased from $19,296,092 to
            $19,609,164.  The amount of total stockholders'
            deficiency was not affected.

         -- The amount of Total Other Income/(Expense) reflected
            on the Consolidated Statements of Operations
            (unaudited) for the three months ended March 31, 2004
            was increased from $(171) to $(313,243) and the amount
            of net loss for the period was increased from
            $2,427,243 to $2,740,495.

        -- The results of the restatements were also made in the
           Company's Consolidated Statements of Cash Flows
           (unaudited) for the three months ended March 31, 2004
           but the changes did not effect net cash used in
           operating activities for the period.

      * Quarterly Report on Form 10-QSB/A for the three and six
        months ended June 30, 2004:

        -- The amount of additional paid in capital as reflected
           on the Company's Consolidated Balance Sheet (unaudited)
           at June 30, 2004 was increased from $21,343,195 to
           $21,656,267 and the amount of accumulated deficit was
           increased from $20,573,814 to $20,886,886.  The amount
           of total stockholders' equity was not affected,

        -- The amount of Total Other Income/(Expense) as reflected
           on Consolidated Statements of Operations (unaudited)
           for the six months ended June 30, 2004 was increased
           from $(83,378) to $(396,449) and the amount of net loss
           for the period was increased from $3,705,145 to
           $4,018,216.

        -- The results of the restatements were also made in the
           Company's Consolidated Statements of Cash Flows
           (unaudited) for the six months ended June 30, 2004 but
           the changes did not effect net cash used in operating
           activities for the period.

      * Quarterly Report on Form 10-QSB/A for the three and nine
        months ended September 30, 2004:

        -- The amount of additional paid in capital as reflected
           on the Company's Consolidated Balance Sheet (unaudited)
           at September 30, 2004 was increased from $24,046,776 to
           $24,359,847 and the amount of accumulated deficit was
           increased from $22,806,114 to $23,119,185.  The amount
           of total stockholders' equity was not affected.

        -- The amount of the Company's Total Other
           Income/(Expense) as reflected on its Consolidated
           Statements of Operations (unaudited) for the nine
           months ended September 30, 2004 was increased from
           $(705,023) to $(1,018,096), the amount of net loss for
           the period was increased from $5,788,498 to $6,101,571
           and the amount of net loss available to common
           stockholders for the period was increased from
           $5,936,304 to $6,249,377.

       -- The results of the foregoing restatements were also made
          in the Company's Consolidated Statements of Cash Flows
          (unaudited) for the nine months ended June 30, 2004 but
           such changes did not affect net cash used in operating
           activities for the period.

   c) Consolidated Balance Sheet at December 31, 2004 and
      March 31, 2005 (unaudited) and Consolidated Statement of
      Changes of Stockholders' Deficiency for the year ended
      December 31, 2004

      Xstream Beverage's Board of Directors concluded that the
      Company had improperly classified deferred fees payable as a
      result of the sale of shares of its Series B convertible
      preferred stock.  The effects of these restatements are:

      * Annual Report on Form 10-KSB/A for the year ended
        December 31, 2004:

        -- The total value attributable to the Company's Series B
           preferred stock as reflected on its Consolidated
           Balance Sheet at December 31, 2004 was decreased from
           $317,142 to $(880,699), the amount of deferred fees
           appearing under Stockholders' Equity on the balance
           sheet decreased from $(2,686,042) to $(1,488,183) and
           the amount of Total Stockholders' Equity (Deficiency)
           changed from $(757,638) to $440,203.

        -- The balance of deferred fees at December 31, 2004 as
           reflected on the Company's Consolidated Statement of
           Change in Stockholder's Deficiency changed from
           $(2,686,024) to $(1,488,183) and the total amount
           increased from $(757,638) to $440,203.

   * Quarterly Report on Form 10-QSB/A for the three months ended
     March 31, 2005:

      -- The total value attributable to the Company's Series B
         preferred stock as reflected on our Consolidated Balance
         Sheet (unaudited) at March 31, 2004 decreased from
         $507,428 to $(593,291), the amount of deferred fees
         appearing under Stockholders' Equity on the balance sheet
         changed from $(2,659,195) to $(1,558,476) and the amount
         of Total Stockholders' Deficiency changed from
         $(1,979,132) to $(878,413).

Copies of Xstream Beverage's amended quarterly and annual reports
are available for free at:

Reporting Period             URL
----------------             ---
Quarter ended June 30, 2005  http://ResearchArchives.com/t/s?270
Quarter ended Mar. 31, 2005  http://ResearchArchives.com/t/s?271
Year ended Dec. 31, 2004     http://ResearchArchives.com/t/s?272
Quarter ended Sept. 30, 2005 http://ResearchArchives.com/t/s?273
Quarter ended June 30, 2005  http://ResearchArchives.com/t/s?274
Quarter ended Mar. 31, 2005  http://ResearchArchives.com/t/s?275
Year ended Dec. 31, 2003     http://ResearchArchives.com/t/s?276

                       Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Xstream
Beverage's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm points to the Company's net
losses and cash used in operations of $9,555,806 and $3,665,339
respectively, for the year ended Dec. 31, 2004.

Xstream Beverage Network, Inc. (OTC:XSBG.OB) --
http://www.xbev.com/-- develops, markets, sells and distributes
new age beverage category natural sodas, fruit juices and energy
drinks.  Following its acquisition in April 2003 of Total Beverage
Network, its focus has been to build a network of small to medium
sized beverage distribution businesses, with an emphasis on the
East Coast of the United States.  Since the acquisition of Total
Beverage, the Company has acquired additional beverage
distribution companies together with a natural juice company and
certain intellectual property rights related to other beverage
names.


* Corporate Revitalization Elects Dennis Gerrard as Partner
-----------------------------------------------------------
Corporate Revitalization Partners, LLC, reported that Dennis
Gerrard was elected partner with the firm.  He was previously a
director with CRP.

"Dennis brings a wealth of experience in the manufacturing
sector," said Mark Barbeau, managing partner, CRP.  "He has over
20 years experience in manufacturing and 12 years in the lead
operating or chief executive role.  We think our clients will
benefit greatly from his expertise and experience."

Previously, Gerrard served as interim CEO of a decorative
packaging company where he realigned the sales force, rationalized
product lines, implemented new trade channels and transitioned the
company to an offshore sourcing strategy, eventually hiring his
own replacement.

"I am ecstatic at being elected partner for CRP," said Gerrard.
"Since joining CRP, I have seen firsthand the unique hands-on
approach and results generated by CRP's turnaround methodology."

Corporate Revitalization Partners, LLC, -- http://www.crpllc.net/
-- is a national turnaround management firm.  CRP provides Interim
Management, Operational and Financial Advisory Services,
Bankruptcy Support, Merger, Acquisition and Due Diligence Support
and Financial Restructuring.  CRP professionals have experience in
a broad range of industries, including: Aerospace and Defense,
Business Services, Chemicals and Plastics, Computers and
Electronics, Consumer Products, Fabric/Apparel, Food and Beverage,
Retail, Telecommunications and Transportation, among others.


* Focus Management Brings in Joanna W. Anderson
-----------------------------------------------
FOCUS Management Group reported that Joanna W. Anderson has joined
the restructuring firm as a Director to reinforce and expand upon
its ongoing business development efforts.  Joanna will be based
out of the firm's Chicago office and will focus her efforts on the
Midwest and the Northeast.  Her appointment marks yet another step
forward for the firm's increasing presence in the region.

"Joanna's broad experience within our market niche has given her a
keen understanding of the challenges and options which confront
financially distressed businesses and their stakeholders," said
J. Tim Pruban, President of FOCUS Management.  "Her knowledge of
this field, combined with the strong relationships that she has
forged with members of the financial community, will provide us
with an invaluable resource to augment our visibility and level of
service in the Midwestern and the Northeastern states."

Joanna has extensive experience involving workouts and
restructurings.  Joanna previously served on the workout team at
JPMorgan Chase & Co. where she was responsible for assessing and
resolving non-performing loans to maximize recovery value for the
bank.  During her tenure, Joanna was involved in the
reorganization, liquidation and sale of numerous companies in
diverse industries, both inside and outside of bankruptcy court
protection.

In another recent role, Joanna served as Vice President of
Business Development for a leading liquidation and appraisal firm,
where she established client relationships with a wide range of
leading lending institutions.

Joanna was awarded her Bachelor's Degree in Finance and Accounting
from Indiana University.  She is a member of the Turnaround
Management Association and the International Women's Insolvency
and Restructuring Confederation.

                  About FOCUS Management

Headquartered in Tampa, Florida, FOCUS Management Group --
http://www.focusmg.com/-- offers nationwide capabilities in
business restructuring, turnaround management and asset recovery.
FOCUS Management Group provides turn-key support to stakeholders
including secured lenders and equity sponsors.  The Company
provides a comprehensive array of services including turnaround
management, interim management, operational analysis and process
improvement, bank and creditor negotiation, asset recovery,
recapitalization services and investment bankers to distressed
companies.

FOCUS Management Group has significant expertise in the insolvency
arena - in matters both with and without court protection.  The
principals of FOCUS have served debtors, creditors, and unsecured
stakeholders in their efforts to accomplish the best outcome.


* BOND PRICING: For the week of Oct. 24 - Oct. 28, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
Adelphia Comm.                         7.500%  01/15/04    62
Adelphia Comm.                         7.750%  01/15/09    64
Adelphia Comm.                         7.875%  05/01/09    62
Adelphia Comm.                         8.125%  07/15/03    60
Adelphia Comm.                         8.375%  02/01/08    63
Adelphia Comm.                         9.250%  10/01/02    63
Adelphia Comm.                         9.375%  11/15/09    65
Adelphia Comm.                         9.500%  02/15/04    59
Adelphia Comm.                         9.875%  03/01/05    62
Adelphia Comm.                         9.875%  03/01/07    64
Adelphia Comm.                        10.250%  11/01/06    63
Adelphia Comm.                        10.250%  06/15/11    66
Adelphia Comm.                        10.500%  07/15/04    62
Adelphia Comm.                        10.875%  10/01/10    63
AHI-DFLT 07/05                         8.625%  10/01/07    55
Albertson's Inc.                       6.520%  04/10/28    74
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    28
Amer Color Graph                      10.000%  06/15/10    73
Amer Comm LLC                         11.250%  01/01/08    24
Amer & Forgn PWR                       5.000%  03/01/30    72
American Airline                       7.377%  05/23/19    68
American Airline                       7.379%  05/23/16    67
American Airline                       8.390%  01/02/17    72
American Airline                       8.800%  09/16/15    65
American Airline                      10.190%  05/26/16    73
American Airline                      10.850%  03/15/09    65
Ames True Temper                      10.000%  07/15/12    74
AMR Corp.                              4.500%  02/15/24    71
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.000%  09/15/16    69
AMR Corp.                              9.750%  08/15/21    56
AMR Corp.                              9.800%  10/01/21    55
AMR Corp.                              9.880%  06/15/20    56
AMR Corp.                             10.000%  04/15/21    60
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    54
AMR Corp.                             10.200%  03/15/20    57
AMR Corp.                             10.550%  03/12/21    63
Anchor Glass                          11.000%  02/15/13    65
Antigenics                             5.250%  02/01/25    55
Anvil Knitwear                        10.875%  03/15/07    53
Apple South Inc.                       9.750%  06/01/06     4
Armstrong World                        6.350%  08/15/03    72
Armstrong World                        6.500%  08/15/05    71
Armstrong World                        7.450%  05/15/29    73
Asarco Inc.                            7.875%  04/15/13    58
Asarco Inc.                            8.500%  05/01/25    56
ATA Holdings                          12.125%  06/15/10    10
ATA Holdings                          13.000%  02/01/09    15
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     6
Autocam Corp.                         10.875%  06/15/14    66
Bank New England                       8.750%  04/01/99     9
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    57
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    50
Calpine Corp.                          7.750%  04/15/09    50
Calpine Corp.                          7.875%  04/01/08    56
Calpine Corp.                          8.500%  07/15/10    72
Calpine Corp.                          8.500%  02/15/11    51
Calpine Corp.                          8.625%  08/15/10    46
Calpine Corp.                          8.750%  07/15/07    63
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          8.875%  12/01/11    73
CD Radio Inc.                          8.750%  09/29/09     0
Cell Genesys Inc                       3.125%  11/01/11    73
Cell Therapeutic                       5.750%  06/15/08    53
Cell Therapeutic                       5.750%  06/15/08    73
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm HLD                       5.875%  11/16/09    74
Charter Comm HLD                      10.000%  05/15/11    65
Charter Comm HLD                      11.125%  01/15/11    69
Ciphergen                              4.500%  09/01/08    75
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    56
Comcast Corp.                          2.000%  10/15/29    40
Contl Airlines                         8.312%  04/02/11    72
Constar Intl                          11.000%  12/01/12    58
Cons Container                        10.125%  07/15/09    58
Covad Communication                    3.000%  03/15/24    61
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    40
Curative Health                       10.750%  05/01/11    67
DAL-DFLT09/05                          9.000%  05/15/16    18
Dana Corp                              5.850%  01/15/15    74
Dana Corp                              7.000%  03/15/28    72
Dana Corp                              7.000%  03/01/29    73
Delco Remy Intl                        9.375%  04/15/12    51
Delco Remy Intl                       11.000%  05/01/09    52
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    41
Delta Air Lines                        7.700%  12/15/05    18
Delta Air Lines                        7.711%  09/18/11    66
Delta Air Lines                        7.779%  01/02/12    62
Delta Air Lines                        7.900%  12/15/09    18
Delta Air Lines                        7.920%  11/18/10    75
Delta Air Lines                        8.000%  06/03/23    18
Delta Air Lines                        8.270%  09/23/07    50
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    27
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    20
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    17
Delta Air Lines                        9.320%  01/02/09    40
Delta Air Lines                        9.375%  09/11/07    48
Delta Air Lines                        9.590%  01/02/17    40
Delta Air Lines                        9.750%  05/15/21    18
Delta Air Lines                        9.875%  04/30/08    51
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  06/01/09    45
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  06/01/10    13
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    18
Delta Air Lines                       10.330%  03/26/06    27
Delta Air Lines                       10.375%  02/01/11    17
Delta Air Lines                       10.375%  12/15/22    15
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    50
Delta Air Lines                       10.790%  03/26/14    37
Delta Air Lines                       10.790%  03/26/14    19
Delphi Auto Syst                       6.500%  05/01/09    65
Delphi Auto Syst                       7.125%  05/01/29    66
Delphi Corp                            6.500%  08/15/13    66
Delphi Trust II                        6.197%  11/15/33    35
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    75
Dura Operating                         9.000%  05/01/09    69
Edison Brothers                       11.000%  09/26/07     0
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     1
Epix Medical Inc.                      3.000%  06/15/24    67
E. Spire Comm Inc.                    13.000%  11/01/05     0
Exodus Comm. Inc.                      5.250%  02/15/08     0
Falcon Products                       11.375%  06/15/09     0
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North AM                       9.875%  03/01/14    74
Federal-Mogul Co.                      7.375%  01/15/06    31
Federal-Mogul Co.                      7.500%  01/15/09    34
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    33
Federated Group                        7.500%  04/15/10     1
Fibermark Inc.                         10.750% 04/15/11    70
Finova Group                           7.500%  11/15/09    39
FMXIQ-DFLT09/05                       13.500%  08/15/05     6
Foamex L.P.                            9.875%  06/15/07     7
Foamex L.P.                           10.750%  04/01/09    71
Ford Motor Co.                         6.500%  08/01/18    74
Ford Motor Co.                         6.625%  02/15/28    70
Ford Motor Co.                         7.125%  11/15/25    71
Ford Motor Co.                         7.400%  11/01/46    69
Ford Motor Co.                         7.500%  08/01/26    72
Ford Motor Co.                         7.500%  08/20/32    73
Ford Motor Co.                         7.750%  06/15/43    69
Ford Motor Cred                        4.250%  01/20/09    74
Ford Motor Cred                        4.500%  02/20/09    72
Ford Motor Cred                        5.000%  01/20/11    69
Ford Motor Cred                        5.000%  01/20/11    75
Ford Motor Cred                        5.100%  02/22/11    68
Ford Motor Cred                        5.250%  02/22/11    75
Ford Motor Cred                        5.250%  03/21/11    73
Ford Motor Cred                        5.250%  09/20/11    72
Ford Motor Cred                        5.400%  10/20/11    72
Ford Motor Cred                        5.650%  08/22/11    74
Ford Motor Cred                        5.650%  01/21/14    73
Ford Motor Cred                        5.650%  01/21/14    67
Ford Motor Cred                        5.700%  05/20/11    73
Ford Motor Cred                        5.700%  12/20/11    72
Ford Motor Cred                        5.750%  06/21/10    74
Ford Motor Cred                        5.900%  07/20/11    73
Ford Motor Cred                        5.900%  02/20/14    71
Ford Motor Cred                        6.000%  03/20/14    73
Ford Motor Cred                        6.000%  11/20/14    74
Ford Motor Cred                        6.000%  11/20/14    66
Ford Motor Cred                        6.000%  02/20/15    68
Ford Motor Cred                        6.000%  12/22/14    73
Ford Motor Cred                        6.050%  03/20/14    72
Ford Motor Cred                        6.100%  02/20/15    71
Ford Motor Cred                        6.150%  12/22/14    75
Ford Motor Cred                        6.150%  01/20/15    73
Ford Motor Cred                        6.200%  04/21/14    71
Ford Motor Cred                        6.200%  03/20/15    73
Ford Motor Cred                        6.250%  01/20/15    68
Ford Motor Cred                        6.300%  05/20/14    73
Ford Motor Cred                        6.800%  03/20/15    73
Ford Motor Cred                        7.250%  07/20/17    75
Ford Motor Cred                        7.500%  08/20/32    73
Gateway Inc.                           1.500%  12/31/09    73
Gateway Inc.                           2.000%  12/31/11    68
General Motors                         7.400%  09/01/25    67
General Motors                         8.100%  06/15/24    72
General Motors                         8.250%  07/15/23    75
General Motors                         8.375%  07/15/33    75
GMAC                                   5.700%  06/15/13    69
GMAC                                   5.700%  10/15/13    65
GMAC                                   5.850%  06/15/13    69
GMAC                                   5.900%  12/15/13    74
GMAC                                   5.900%  01/15/19    59
GMAC                                   5.900%  10/15/19    61
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  04/15/19    73
GMAC                                   6.000%  09/15/19    71
GMAC                                   6.000%  09/15/19    73
GMAC                                   6.050%  08/15/19    75
GMAC                                   6.050%  10/15/19    75
GMAC                                   6.100%  09/15/19    69
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.150%  09/15/19    60
GMAC                                   6.150%  10/15/19    71
GMAC                                   6.200%  04/15/19    70
GMAC                                   6.250%  12/15/18    74
GMAC                                   6.250%  01/15/19    73
GMAC                                   6.250%  04/15/19    74
GMAC                                   6.250%  05/15/19    73
GMAC                                   6.250%  07/15/19    73
GMAC                                   6.300%  11/15/13    72
GMAC                                   6.300%  08/15/19    74
GMAC                                   6.350%  07/15/19    67
GMAC                                   6.500%  03/15/13    73
GMAC                                   6.400%  11/15/19    70
GMAC                                   6.500%  01/15/20    70
GMAC                                   6.500%  02/15/20    73
GMAC                                   6.500%  12/15/18    73
GMAC                                   6.500%  12/15/18    73
GMAC                                   6.550%  12/15/19    61
GMAC                                   6.600%  05/15/18    73
GMAC                                   6.600%  06/15/19    67
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.700%  08/15/16    74
GMAC                                   6.700%  06/15/18    70
GMAC                                   6.750%  06/15/14    67
GMAC                                   6.750%  03/15/20    74
GMAC                                   6.875%  04/15/13    73
GMAC                                   7.000%  02/15/18    67
GMAC                                   7.150%  03/15/25    68
GMAC                                   7.400%  09/01/25    67
GMAC                                   7.500%  03/15/25    74
Graftech Int'l                         1.625%  01/15/24    72
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    65
Human Genome                           2.250%  08/15/12    74
Huntsman Packag                       13.000%  06/01/10    17
Imperial Credit                        9.875%  01/15/07     0
Incyte Corp                            3.500%  02/15/11    73
Inland Fiber                           9.625%  11/15/07    44
Intermet Corp.                         9.750%  06/15/09    24
Iridium LLC/CAP                       10.875%  07/15/05    19
Iridium LLC/CAP                       11.250%  07/15/05    21
Iridium LLC/CAP                       13.000%  07/15/05    19
Iridium LLC/CAP                       14.000%  07/15/05    19
Isolagen Inc.                          3.500%  11/01/24    48
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    51
Kmart Funding                          8.880%  07/01/10    50
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    72
Kulicke & Soffa                        1.000%  06/30/10    72
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    57
Level 3 Comm. Inc.                     5.250%  12/15/11    72
Level 3 Comm. Inc.                     6.000%  09/15/09    50
Level 3 Comm. Inc.                     6.000%  03/15/10    49
Liberty Media                          3.750%  02/15/30    56
Liberty Media                          4.000%  11/15/29    59
Lifecare Holding                       9.250%  08/15/13    69
Mcms Inc.                              9.750   03/01/08     0
Metaldyne Corp.                       11.000%  06/15/12    65
Merisant Co                            9.500%  07/15/13    70
Metricom Inc.                         13.000%  02/15/10     0
Mississippi Chem                       7.250%  11/15/17     4
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    69
Muzak LLC                              9.875%  03/15/09    49
New Orl Grt N RR                       5.000%  07/01/32    72
New World Pasta                        9.250%  02/15/09     5
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific RY                    3.000%  01/01/47    56
Northern Pacific RY                    3.000%  01/01/47    56
Northwest Airlines                     6.625%  05/15/23    23
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    52
Northwest Airlines                     7.625%  11/15/23    27
Northwest Airlines                     7.626%  04/01/10    56
Northwest Airlines                     7.691%  04/01/17    74
Northwest Airlines                     7.875%  03/15/08    28
Northwest Airlines                     8.070%  01/02/15    20
Northwest Airlines                     8.130%  02/01/14    22
Northwest Airlines                     8.304%  09/01/10    73
Northwest Airlines                     8.700%  03/15/07    27
Northwest Airlines                     8.875%  06/01/06    28
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    29
Northwest Airlines                    10.000%  02/01/09    30
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    56
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    40
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09    10
O'Sullivan Ind.                       10.630%  10/01/08    69
O'Sullivan Ind.                       13.375%  10/15/09     5
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    35
Oscient Pharm                          3.500%  04/15/11    73
PCA LLC/PCA Fin                       11.875   08/01/09    27
Pegasus Satellite                      9.625%  10/15/05    32
Pegasus Satellite                      9.750%  12/01/06    25
Pegasus Satellite                     12.375%  08/01/06    25
Pegasus Satellite                     12.500%  08/01/07    25
Pen Holdings Inc.                      9.875%  06/15/08    65
Pinnacle Airline                       3.250%  02/15/25    65
Pixelworks Inc.                        1.750%  05/15/24    68
Pliant Corp.                          13.000%  06/01/10    23
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    65
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    40
Primus Telecom                         3.750%  09/15/10    27
Primus Telecom                         5.750%  02/15/07    48
Primus Telecom                         8.000%  01/15/14    59
Primus Telecom                        12.750%  10/15/09    50
Radnor Holdings                       11.000%  03/15/10    67
Read-Rite Corp.                        6.500%  09/01/04    20
Refco Finance                          9.000%  08/01/02    54
Reliance Group Holdings                9.000%  11/15/00    20
Reliance Group Holdings                9.750%  11/15/03     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    49
Silicon Graphics                       6.500%  06/01/09    72
Solectron Corp.                        0.500%  02/15/34    64
Solutia Inc.                           7.375%  10/15/27    74
Tekni-Plex Inc.                       12.750%  06/15/10    47
Teligent Inc.                         11.500%  12/01/07     0
Teligent Inc.                         11.500%  03/01/08     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Trans Mfg Oper                        11.250%  05/01/09    63
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    58
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    20
United Air Lines                       7.762%  10/01/05    50
United Air Lines                       7.811%  10/01/09    74
United Air Lines                       8.030%  07/01/11    58
United Air Lines                       9.000%  12/15/03    14
United Air Lines                       9.020%  04/19/12    40
United Air Lines                       9.125%  01/15/12    13
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.350%  04/07/16    60
United Air Lines                       9.560%  10/19/18    40
United Air Lines                       9.750%  08/15/21    13
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  07/15/21    13
United Air Lines                      10.670%  05/01/04    13
United Air Lines                      11.210%  05/01/14    13
Univ. Health Services                  0.426%  06/23/20    57
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  07/15/49     8
US Air Inc.                           10.550%  01/15/06    28
US Air Inc.                           10.700%  01/15/07    27
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.750%  01/15/49     6
UTSTARCOM                              0.875%  03/01/08    73
Venture Hldgs                           9.500%  07/01/05     0
Vitesse Semicond                       1.500%  10/01/24    74
WCI Steel Inc.                        10.000%  12/01/04    54
Werner Holdings                       10.000%  11/15/07    52
Westpoint Steven                       7.875%  06/15/08     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    69
Winstar Comm                          12.750%  04/15/05     0
Winstar Comm                          14.000%  10/15/05     0
Wise Metals Grp                       10.250%  05/15/12    70
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie 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.


                *** End of Transmission ***