TCR_Public/051026.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, October 26, 2005, Vol. 9, No. 254

                          Headlines

127 RESTAURANT: Creditor Supports Proposed Ch. 11 Case Dismissal
AAMES MORTGAGE: Poor Performance Cues S&P to Junk Class B Certs.
ACTIVANT SOLUTIONS: Gets $182.4 Mil. from Private Debt Placements
ADELPHIA COMMS: Asks Court to Approve Hanover Settlement Agreement
AHPC HOLDINGS: Grant Thornton Raises Going Concern Doubt

AMERICAN AIRLINES: Equity Deficit Widens to $352 Mil. at Sept. 30
AMERICAN MOULDING: Look for Bankruptcy Schedules on November 7
AMERICAN MOULDING: Section 341(a) Meeting Slated for November 15
AOL LATIN AMERICA: Selling AOL Argentina to Datco for $1 Million
ARLINGTON HOSPITALITY: Wants Until October 31 to Decide on Leases

ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Nov. 1
ATA AIRLINES: Wants Confirmation Hearing Scheduled on December 20
ATA AIRLINES: Asks Court to Establish Solicitation Procedures
ATLANTIC & WESTERN: Fitch Rates $300MM Catastrophe Bonds at Low-B
AUBURN FOUNDRY: Ch. 7 Trustee Wants Laderer & Fischer as Counsel

BANK of AMERICA: Fitch Upgrades Low-B Ratings on 11 Cert. Classes
BEAR STEARNS: Fitch Rates $2.79 Million Class M-10 Certs. at BB
BOYDS COLLECTION: Look for Bankruptcy Schedules on December 15
CHUKCHANSI ECONOMIC: S&P Rates Proposed $310M Senior Notes at BB-
CHRISTOPHER MILLER: Case Summary & 6 Largest Unsecured Creditors

COLLINS & AIKMAN: Wants Court OK to Tap Deloitte Tax as Consultant
COLLINS & AIKMAN: DaimlerChrysler Asserts Recoupment Rights
COLLINS & AIKMAN: GECC Asks Court to Enforce Right to Payment
COLONIAL ADVISORY: Fitch Retains Junk Ratings on $168.56M Notes
COMMERCIAL MORTGAGE: S&P Assigns Low-B Ratings to 6 Cert. Classes

COMPOSITE TECH: Plan Confirmation Hearing to Continue on Oct. 28
CREDIT SUISSE: Moody's Junks Series 2001-HE 17 Class B Certs.
CREDIT SUISSE: S&P Downgrades Cert. Class I-B-3 to BB from BBB-
DALRADA FINANCIAL: Pohl Mcnabola Raises Going Concern Doubt
DANA CORP: Board Approves Operational & Strategic Initiatives

DPAC TECH: Incurs $1.3MM Net Loss in Quarter Ended August 31
DPAC TECH: Amends QuaTech Reorganization and License Agreement
DURANGO GEORGIA: Heightened Interest Prompts Change of Bid Venue
EMPIRE FINANCIAL: Miller Ellin Replaces Sweeney Gates as Auditor
ENRON CORP: Bankruptcy Court Okays JPMorgan Bilat L/C Agreement

ENRON CORP: Coyote Springs Holds $90 Mil. Allowed Unsecured Claim
ENRON CORP: Court Allows ECP Estate Unsec. Claims for $12.3-Mil.
FEDERAL-MOGUL: Wants Court Nod to Perform Under U.K. Settlement
FEDERAL-MOGUL: Resolving Owens-Illinois Dispute for $4.8 Million
FIRST BANCORP: Fitch Pares Rating to BB After SEC Audit Inquiry

FOAMEX INT'L: Court Sets December 8 as General Claims Bar Date
FREEDOM RINGS: Can Use Up to $500K of Krispy Kreme Cash Collateral
FREEDOM RINGS: Wants to Walk Away from Two Lease Agreements
GARDENBURGER INC: CapitalSource Forebears Default Until Dec. 15
GLYCOGENESYS INC: Inks $20-Million Stock Deal with Fusion Capital

GMAC COMMERCIAL: Principal Loss Cues S&P to Rate Class F at BB
HARRIS CORP: Leitch's Shareholders Approve $14 Per Share Buy-Out
HEILIG-MEYERS: Asks Court to Disallow Five Indiana Tax Claims
HEWETT'S ISLAND: Fitch Affirms BB Rating on $4.74MM Secured Notes
HEXCEL CORPORATION: Sept. 30 Balance Sheet Upside-Down by $8 Mil.

ICOS CORP: Lilly ICOS Venture Earns $19.8 Million in 3rd Quarter
IMPAC SECURED: Moody's Lowers Class B Certificates' Rating to B1
INTERSTATE BAKERIES: Creditors Panel Hires Shughart as Co-Counsel
JOHN Q. HAMMONS: S&P Withdraws B Rating on Senior Secured Notes
KMART CORP: Judge Martin Named Mediator for Critical Vendor Suits

LAND O'LAKES: Earns $80.4 Million of Net Income in Third Quarter
LAND O'LAKES: Buying Back $150MM of Senior Notes in Dutch Auction
METRIS COMPANIES: Earns $53.7 Million of Net Income in 3rd Quarter
MSGI SECURITY: Working Capital Deficit Spurs Going Concern Doubt
NOBLE DREW: Wants More Time to File & Solicit Plan Acceptances

NORTHWEST AIRLINES: Fifth Third Objects to Bank Account Use
NORTHWEST AIRLINES: Lessors Balk at Aircraft Lease Rejection Pitch
O'SULLIVAN INDUSTRIES: Court Okays $35 Million DIP Facility
O'SULLIVAN INDUSTRIES: Gets OK to Pay Prepetition Tax Obligations
O'SULLIVAN IND: Can Honor Prepetition Customer Obligations

OWENS CORNING: Banks Want Exclusivity Terminated to File Own Plan
PAUL CIVETTI: Case Summary & 20 Largest Unsecured Creditors
PREMIER PROPERTIES: LaSalle Bank Objects to Plan Confirmation
PRESTWICK CHASE:  Files Plan & Disclosure Statement in New York
QUIGLEY CO: Geritz Objects to 3rd Amended Disclosure Statement

RASC SERIES 2005-EMX3: Moody's Rates Class M-10 Sub. Certs. at Ba1
REFCO INC: Files Consolidated List of 100 Largest Unsec. Creditors
REFCO INC: Bidding War Continues After JC Flowers Drop $768M Bid
REFCO INC: Organizational Meeting of Creditors Set on October 28
REVLON CONSUMER: Exchanging $80M Senior Notes for Registered Bonds

RHODES COS: S&P Assigns Low-B Ratings to $600 Million Loans
RHODES INC: Files Joint Plan of Liquidation in Georgia
RHODES INC: Has Until December 31 to Solicit Plan Acceptances
ROUNDY'S SUPERMARKETS: S&P Lifts Ratings on Proposed $1-Bil Debts
RUSSELL-STANLEY: Court Approves Prepackaged Plan of Reorganization

SAINT VINCENTS: Clarifies Nature of Queensbrook Capitalization
SEARS HOLDINGS: Appoints Germano and Rogers to Executive Positions
SEGA GAMEWORKS: Court Confirms Amended Plan of Reorganization
SENSE TECHNOLOGIES: Balance Sheet Upside-Down by $757K at Aug. 30
SHOPKO STORES: Buy-Out Agreement Cues S&P to Retain Low-B Ratings

SOUTHWEST HOSPITAL: Confirmation Hearing Set for November 29
SOUTHERN INVESTORS: Judge Bohm Confirms Amended Chapter 11 Plan
STERLING FINANCIAL: Earns $13.9 Million of Net Income in 3rd Qtr.
STEWART ENTERPRISES: Files Partially Completed Financials
SUBURBAN PROPANE: S&P Pares Senior Unsecured Rating to B- from B

SYSTEMS EVOLUTION: Independent Auditor Raises Going Concern Doubt
TARGUS GROUP: S&P Junks $150 Million Senior Subordinated Notes
TKO SPORTS: Case Summary & 20 Largest Unsecured Creditors
TRUDY DEVELOPMENT: Has to Make Land Purchase Decision by Nov. 15
UAL CORP: Files First Amended Plan & Disclosure Statement

UAL CORP: Gets Court Authority to Enter Into $3-Bil Exit Financing
UAL CORP: Judge Wedoff Approves Plan Solicitation Procedures
USGEN NEW: Wants Court to Compel Ocean State to Pay $593,000
USN CORPORATION: Appoints Mark Miller Chief Executive Officer
VARELA ENTERPRISES: Court Okays Amended Ballot Report Filing

W.R. GRACE: Asks Court to OK BofA Multi-Million Settlement Accord
WILLIAMS CONTROLS: American Industrial Divests Equity Stake
WILLIAMS INDUSTRIES: Accelerated Debt Prompts Going Concern Doubt
WILLIAMS INDUSTRIES: Applying for NASDAQ Capital Market Listing
WINN-DIXIE: Can Reject Seven Kentucky Real Property Leases

XYBERNAUT CORP: Taps Szabo Zelnick as Special Corporate Counsel
XYBERNAUT CORP: Arch Wants Rule 2004 Exam to Get Insurance Info

* LeBoeuf Lamb Names Ralph Ferrara as Washington Office Head

* Upcoming Meetings, Conferences and Seminars


                          *********

127 RESTAURANT: Creditor Supports Proposed Ch. 11 Case Dismissal
----------------------------------------------------------------
127 Restaurant Corp. and its parent company Toscorp, Inc., ask the
U.S. Bankruptcy Court for the Southern District of New York to
dismiss their respective chapter 11 cases.  The Bankruptcy Court
previously dismissed the chapter 11 cases of 127 Restaurant's
debtor-affiliates following the sale of their individual assets.

The Debtors decided to have their chapter 11 cases dismissed after
concluding it would be impossible for them to effectuate a chapter
11 plan of reorganization.

Leonard H. Gerson, Esq., at Angel & Frankel, PC, explains that the
Debtors will still owe their secured creditor, Corsair Special
Situations Fund LP, more than $3 million after distributing the
proceeds from the sale of substantially all of their remaining
assets.

Corsair, a successor-in-interest to GMAC Commercial Credit LLC,
holds approximately $5.9 million in secured claims against the
Debtors, including GMAC's rights under a cash collateral order
previously granted by the Bankruptcy Court.  Corsair's claim is
secured by liens on all of the Debtors' assets.

Corsair supports the Debtors' request for the dismissal of their
chapter 11 cases.

                          Asset Sale

The Debtors sold virtually all of their remaining assets to Rose
Realty Group, LLC, on Feb. 18, 2005.  Rose Realty paid
approximately $1.2 million, including a $370,000 credit bid, to
acquire the assets.  The proceeds of any recoveries on account of
any of 127 Restaurant's causes of action were excluded from the
sale.

Corsair received payments from the previously approved sale of the
Debtors' other assets.  Pursuant to the sale order governing the
Rose Realty transaction, Corsair is entitled to receive the
proceeds of the Rose Realty sale net of $120,000 reserved for
postpetition tax payables, $200,000 held in escrow to pay the
Debtor's cure obligations and any outstanding US Trustee fees.

                       Causes of Action

127 Restaurant is presently appealing the Summary Judgment
Decision issued by the Supreme Court, County and State of New
York, related to the lawsuit the Debtor filed against Rose Realty.

127 Restaurant had sought injunctive and monetary relief of at
least $1 million against Rose Realty for encroaching on the
Debtor's Le Madri restaurant easement, resulting in a constructive
eviction and loss of profits.  Rose counterclaimed rent due in
excess of $300,000.

In December 2004, the State Court granted a $367,152 summary
judgment to Rose Realty and dismissed 127 Restaurant's first,
second, third, fourth and sixth causes of action.

Headquartered in New York City, New York, 127 Restaurant Corp.,
operates a restaurant.  The Company along with its debtor-
affiliates filed for chapter 11 protection on Aug. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-15359).  Joshua Joseph Angel, Esq.,
at Angel & Frankel, PC., represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $2,710,160 in total assets and
$12,906,360 in total debts


AAMES MORTGAGE: Poor Performance Cues S&P to Junk Class B Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from Aames Mortgage Trust 2001-1 to 'CCC' from 'BB'.
Concurrently, ratings on the four other classes from this series
are affirmed.

The lowered rating on the B class is based on poor collateral
performance, which has led to actual and projected credit support
levels that do not support the former 'BB' rating.  Originally
rated 'BBB', class B is supported by excess spread and
overcollateralization, which continue to decrease every month,
while monthly net losses have not.

As of the September 2005 remittance period, losses have continued
to severely outpace excess interest cash flow for the most recent
12 months, thereby reducing the remaining o/c credit support
considerably to approximately $150,000.  Based on the current
performance trend, o/c coverage is projected to deplete during the
next remittance period.

As of the September 2005 distribution date, cumulative realized
losses were 6.65% of the original pool balance, while total
delinquencies were 33.91%.  Serious delinquencies were 28.50%.
While the mortgage pool has paid down to approximately 15.02% of
its original balance, substantial losses have contributed to the
near depletion of o/c to 0.67% of the original pool balance from
its original target of 3.00%.

Given the delinquency status and performance trend, collateral
performance is likely to continue to result in losses that will
outpace excess interest in the transaction moving forward.  The
transaction will continue to be monitored closely.

Despite poor collateral performance at this time, the affirmations
of the ratings on the four remaining classes from this transaction
reflect adequate actual and projected credit support provided by
subordination and, to a lesser extent, excess interest and o/c.

The underlying collateral for this transaction originally
consisted of subprime fixed-rate and adjustable-rate first lien
mortgage loans with terms of maturity of no greater than 30 years.

                         Rating Lowered
                   Aames Mortgage Trust 2001-1

                                 Rating
                     Class     To       From
                     -----     --       ----
                     B         CCC      BB

                        Ratings Affirmed
                   Aames Mortgage Trust 2001-1

                      Class         Rating
                      -----         ------
                      A-1, A-2      AAA
                      M-1           AA+
                      M-2           A


ACTIVANT SOLUTIONS: Gets $182.4 Mil. from Private Debt Placements
-----------------------------------------------------------------
Activant Solutions Inc. completed a private placement of
$145 million aggregate principal amount of floating rate senior
notes due 2010 on October 17, 2005.

Activant Solutions Holdings Inc., the Company's parent holding
company, also completed a private placement of $40 million
aggregate principal amount of senior floating rate pay-in-kind
notes due 2011.

The Company Notes will bear interest at LIBOR plus 6.00% and the
Holdings Notes will bear interest at LIBOR plus 8.50%.

The Company Notes are general, unsecured obligations of the
Company and were issued under, and are subject to the terms and
conditions contained in, an Indenture, dated March 30, 2005, among
the Company, certain subsidiary guarantors and Wells Fargo Bank,
National Association, as trustee.

Holdings and the Company received approximately $182.4 million of
proceeds from the private placements, after deducting the initial
purchasers' discount, the interest accrued from October 1, 2005 on
the Company Notes and a funding fee rebate.  The proceeds of the
private placements were used:

   (1) to repay Holdings $40 million bridge loan and the Company's
       $140 million bridge loan, each incurred in connection with
       the Company's acquisition of Prophet 21, Inc., on
       September 13, 2005, and

   (2) to pay related transaction fees and expenses.

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

                         *     *     *

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

This rating has been assigned to the new issue:

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

This rating has been revised down:

   * Corporate Family Rating to B2 from B1

These ratings have been confirmed:

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

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

The ratings outlook is Stable.

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

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


ADELPHIA COMMS: Asks Court to Approve Hanover Settlement Agreement
------------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates ask the
Court to authorize Adelphia to enter into a Settlement Agreement
with Hanover Insurance Company.

Brian E. O'Connor, Esq., at Willkie Farr & Gallagher, in New
York, explains that, in the ordinary course of the ACOM Debtors'
cable business, it is necessary for the Debtors to maintain a
surety credit for various obligations including:

    -- "performance" and "franchise" bonds that guarantee the
       Debtors' obligations to municipalities under cable
       franchise agreements;

    -- "pole attachment" bonds that guarantee the Debtors' use of
       owners' poles in connection with the Debtors' furnishing
       of cable service;

    -- "contract" and "permit" bonds that guarantee the Debtors'
       contractual or permit obligations; and

    -- "miscellaneous" bonds that guarantee the Debtors' prompt
       payment of all obligations and charges arising under
       underlying agreements.

Hanover acted as the ACOM Debtors' principal surety credit
provider prepetition.  Before the Petition Date, Hanover issued
in excess of 850 surety bonds, aggregating more than $80,000,000,
for the Debtors.

On July 3, 2002, Hanover sought relief from the automatic stay to
authorize it to take all actions necessary to cancel the surety
bonds it had issued on the ACOM Debtors' behalf.  The Lift Stay
Motion was settled by negotiation and execution of a new Court-
approved postpetition surety credit agreement with Hanover.

In the Surety Credit Agreement, Hanover agreed to continue as the
ACOM Debtors' surety on the old Hanover Bonds and, subject to
standard underwriting practices, to issue new bonds up to an
aggregate penal amount of $95,000,000 for all bonds.  The Debtors
believe that $95,000,000 in bonds would be sufficient to permit
them to operate their business, although they also continued to
explore supplemental bonding sources.

In addition to the Initial and Additional Collateral, Mr.
O'Connor points out that Hanover's collateral also included a
Franchise and Pole Fees Account, in which ACOM deposited
$27,200,000 in cash.

The Surety Credit Agreement was scheduled to expire on June 24,
2004.  Accordingly, on April 8, 2004, the Debtors sought and
obtained the Court's authority to enter into a new surety credit
agreement with Travelers Casualty and Surety Company of America.

On March 12, 2004, Hanover filed a proof of claim for $5,000,000
arising out of a surety bond issued for the benefit of Adelphia
Business Solutions, Inc., for which Hanover contends ACC is
liable for reimbursement.  The Debtors have disputed the
timeliness of the claim.

The transition to Travelers as their new surety provider
required, among other things, that the ACOM Debtors cancel
outstanding Hanover Bonds and replace them with bonds issued by
Travelers.  According to Mr. O'Connor, there were about 1,000
bonds, in the aggregate penal amount of $75,000,000, issued and
outstanding under the Surety Credit Agreement.  On May 17, 2004,
Hanover sent cancellation notices to the obligee of each of the
outstanding Hanover Bonds and likewise, the Debtors sent release
requests to each of the obligees.  The Debtors have been able to
deliver releases to Hanover for 59% of the Hanover Bonds.

Despite the expiration of the Surety Credit Agreement on June 24,
2004, the ACOM Debtors, at Hanover's insistence, continued to
maintain letters of credit in place in the aggregate amount of
all Hanover Bonds for which the Debtors had been unable to
provide Hanover with a release.  To maintain the necessary L/Cs
in place, the Debtors were required to pay $81,000 to the DIP
Lenders per month, or $972,000 per year.

Despite repeated efforts to obtain releases for the remaining
Hanover Bonds, the ACOM Debtors have been unable to obtain
releases for 50% of the Hanover Bonds, Mr. O'Connor says.  The
L/Cs outstanding for the Hanover Bonds were set to expire on
June 30, 2005.  In advance of that date, the Debtors and Hanover
engaged in extensive negotiations concerning both the dispute
regarding collateral in respect of the Surety Credit Agreement
and the Hanover Claim.

                        Settlement Agreement

The discussions culminated in an agreement in principle.

The ACOM Debtors agreed to renew L/Cs aggregating $6,000,000
through September 30, 2005.

The salient terms of the Settlement are:

A. To fully settle the Collateral Dispute and the Hanover Claim,
    the ACOM Debtors will pay Hanover $1,495,000.  The Hanover
    Claim will be reduced and allowed as a general unsecured claim
    in the ACOM Debtors' Chapter 11 cases for $450,000.

B. Subject to a $3,000,000 cap in the aggregate, Hanover will
    have the right to file an administrative claim for any loss or
    expense that it incurs on the Hanover Bonds that were secured
    by L/Cs for which Hanover did not receive a valid release and
    for which Hanover receives notice of a claim on or before
    June 30, 2006, but in no event later than July 30, 2006 -- a
    Covered Claim.

C. Hanover will release or return to the ACOM Debtors the
    collateral that it is holding for the Hanover Bonds:

       a. The $6,000,000 face amount of L/Cs that expired on
          August 29, 2005; and

       b. The $195,568 cash collateral initially provided by the
          ACOM Debtors in 2003.

D. Upon the payment of the Settlement Amount, the Surety Credit
    Agreement will be of no further force and effect.

E. The ACOM Debtors and Hanover will negotiate in good faith to
    resolve the amount of premiums paid by the Debtors for surety
    bonds that were cancelled, for which return premium is due the
    Debtors.

F. The ACOM Debtors will make all good faith efforts to resolve
    the $87,000 claim for reimbursement filed by the Town of
    Falmouth, Massachusetts, against Hanover alleging delinquent
    performance under a franchise agreement between the Debtors
    and Falmouth.

G. The Parties will execute mutual releases, subject only to a
    reservation of rights concerning the Premium Reimbursement
    Dispute and any claims relating to the enforcement of the
    Settlement Agreement.

Given their cost savings resulting from the release of the L/Cs,
as well as the avoidance of risk and costs associated with
litigation, the ACOM Debtors assert that the Settlement Agreement
is a fair and reasonable settlement of the Hanover Claim and the
Collateral Dispute, and thus must be approved.

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


AHPC HOLDINGS: Grant Thornton Raises Going Concern Doubt
--------------------------------------------------------
Grant Thornton LLP expressed substantial doubt about American
Health Products Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended June 30, 2005, and 2004.  The auditing firm
points to the Company's recurring losses, including the $1,151,549
net loss incurred for the year ended June 30, 2005.  AHPC
Holdings, Inc., fka WRP Corporation, operates through American
Health Products, its wholly owned subsidiary.

                       Fiscal 2005 Results

In its Form 10-K for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission,  AHPC
Holdings reports a $1,151,549 net loss on $26,553,241 of net sales
compared to a $2,849,943 net loss on 36,560,430 of net sales in
fiscal 2004.

Management attributes the 27.4% decrease in consolidated net sales
in fiscal 2005 to the redemption of the Company's common stock
from WRP Asia and the resulting loss of PT WRP Buana Multicorpora
sales.  The Company sold its stake in Indonesia-based PT Buana in
April 2004.

The Company's balance sheet showed $7,683,518 of assets at
June 30, 2005 and liabilities totaling $4,387,859.  At June 30,
2005, the Company had accumulated deficit of $9,262,766.

                     Credit Facility Renewal

AHPC Holdings announced on Oct. 3, 2005, that it has completed the
private placement of $1.2 million in secured notes and renewed its
line of credit with Greenfield Commercial Credit, LLC.

The secured notes bear interest at a rate of 7% per annum with a
maturity date of two years after the date of the issuance.  The
secured notes will have attached warrants entitling the holders to
purchase shares of AHPC common stock with an exercise term of five
years from closing and a price ranging from $3.50 to $4.50 per
share.

The amount available under the Greenfield line of credit was
increased from $3 million to $5 million with a term of one year
and an automatic one-year renewal option.  The Company will use
the funds for general working capital purposes, to increase its
sales and marketing efforts, and to enable it to expand its
product offerings.

                        Legal Proceedings

As of June 30, 2005, AHPC Holdings is actively involved or named
in nine latex glove product liability suits pending throughout the
United States.  The lawsuits pertain to alleged injuries
associated with the continued use and exposure to latex glove
products.  There are no latex glove product liability claims
pending directly against the Company.

                        Material Weakness

During the process of responding to a recent SEC comment letter,
AHPC Holdings' management identified a material weakness relating
to the lack of formal policies and procedures related to the
financial statement reporting and regulatory filing process.

The error relates to the Company's accounting and disclosure of
the reverse three for one stock split effective Jan. 20, 2004, and
the calculation of the reported basic and diluted net loss per
share.

The Company incorrectly included potential common shares in the
denominator of a diluted per-share computation that resulted in
the disclosure of an anti-dilutive per share amount, which is not
the equivalent of a diluted earnings per share disclosure.

Additionally, in connection with the reverse three for one stock
split, the Company failed to retroactively adjust its loss per
share amounts to reflect the stock split.  The Company's failure
to accurately report its basic and diluted net loss per share did
not have any affect on the Company's cash balance for the
applicable periods.

                       About AHPC Holdings

headquartered in Glendale Heights, AHPC Holdings, Inc., --
http://www.ahpc.com/-- markets disposable medical examination,
foodservice and retail gloves.  The Company's wholly owned
subsidiary, American Health Products Corporation, supplies branded
and private label disposable gloves to the healthcare,
foodservice, retail and industrial markets nationwide.


AMERICAN AIRLINES: Equity Deficit Widens to $352 Mil. at Sept. 30
-----------------------------------------------------------------
American Airlines delivered its quarterly report on Form 10-Q for
the quarter ending September 30, 2005, to the Securities and
Exchange Commission on October 21, 2005.

The Company's revenues increased approximately $1.4 billion,
or 10.1%, to $15.5 billion for the nine months ended
September 30, 2005 from the same period last year.

The Company's total operating expenses increased 9.6%, or
$1.3 million, to $15.4 billion for the nine months ended
September 30, 2005, compared to the same period in 2004.

The Company incurred a $161 million net loss during the third
quarter of 2005 compared to a net loss of $225 million in the same
period last year.

At September 30, 2005, the Company's balance sheet shows
$5.87 billion in total assets.  At September 30, 2005, the
Company's equity deficit widened to $352 million from a
$105 million deficit at December 31, 2004.

The Company's management says its third quarter 2005 results were
impacted by the continuing increase in fuel prices and certain
other costs, offset by an improvement in revenues, a $27 million
decrease in depreciation expense related to a change in the
depreciable lives of certain aircraft types, and productivity
improvements and other cost reductions resulting from progress
under the Turnaround Plan.

The Company's third quarter 2005 results were also impacted by
an $80 million charge related to a contract termination and a
$22 million credit for the reversal of an insurance reserve.

                             Outlook

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

The Company currently expects fourth quarter mainline unit costs
to be approximately 11.42 cents, including the 0.09 cent favorable
impact of the $37 million potential gain.

Capacity for American's mainline jet operations is expected to
remain approximately flat in the fourth quarter of 2005 compared
to the fourth quarter of 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?27c

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's award- winning Web site --
http://www.AA.com/-- provides users with easy access to check and
book fares, plus personalized news, information and travel offers.
American Airlines is a founding member of the oneworld Alliance,
which brings together some of the best and biggest names in the
airline business, enabling them to offer their customers more
services and benefits than any airline can provide on its own.
Together, its members serve more than 600 destinations in over 135
countries and territories.  American Airlines, Inc. and American
Eagle are subsidiaries of AMR Corporation (NYSE: AMR).


AMERICAN MOULDING: Look for Bankruptcy Schedules on November 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
gave American Moulding and Millwork Company until Nov. 7, 2005, to
file its Schedules of Assets and Liabilities and Statements of
Financial Affairs.

The Debtor tells the Court that it is currently working with its
proposed reorganization consultants, Development Specialists,
Inc., who has the general responsibility for overseeing
preparation of the Schedules and Statements, to complete those
documents.

The Debtor and Development Specialists had to prioritize the works
related to preparing the budgets necessary to obtain court
approval for the use of cash collateral and other urgent matters
in the early days of the Debtor's chapter 11 case.

The extension gives the Debtor and Development Specialists more
time and opportunity to prepare and complete all the information
needed for the Schedules and Statements.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


AMERICAN MOULDING: Section 341(a) Meeting Slated for November 15
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of American
Moulding and Millwork Company's creditors at 1:30 p.m., on
November 15, 2005, at the Office of the U.S. Trustee, 501 I
Street, Suite 7-500, Sacramento, California 95814.  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 Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


AOL LATIN AMERICA: Selling AOL Argentina to Datco for $1 Million
----------------------------------------------------------------
America Online Latin America, Inc., through its subsidiaries
entered into an agreement to sell all the outstanding equity of
its subsidiary in Argentina to Datco S.A. and Comnet S.A. and to
assign certain intercompany debt owed by AOL Argentina to AOLA and
one of its subsidiaries.  AOLA will receive $377,000 for the
assignment of the debt and the sale of the equity of AOL
Argentina.  The Buyers will pay this amount in seven installments
over a one-year period.

Under the deal valued at more than $1 million, a Datco affiliate
will assume all of AOL Argentina's liabilities including the
$324,000 the unit owed to AOL Spain, as well as the $67,000 it
owed to AOL Latin America.

AOL Latin America said it would save at least $700,000 by selling
the unit now rather than liquidating its assets in a court-
supervised wind down.

Under the proposed sale, AOL Latin America will net $302,000 in
cash because the Company is required to pay S$75,000 to America
Online under a services agreement.

Judge Mary F. Walrath, of the U.S. Bankruptcy Court for the
District of Delaware has scheduled a hearing on the proposed sale
for Nov. 7.  Objections are due Oct. 31.

If AOLA fails to obtain approval of the bankruptcy court by
December 15, 2005, the Agreement will terminate.  In the event
that the conditions to the closing of the sale transaction are
fulfilled and such closing does not take place due to the parties'
willful failure to close or gross negligence, the breaching party
will be obligated to pay the other party $100,000.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc., -- http://www.aola.com/ -- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


ARLINGTON HOSPITALITY: Wants Until October 31 to Decide on Leases
-----------------------------------------------------------------
Arlington Hospitality, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, to extend, until Oct. 31, 2005, the period
within which they can elect to assume, assume and assign, or
reject 13 unexpired nonresidential real property leases.

The Debtors tell the Bankruptcy Court that the requested extension
will give them sufficient time to make a decision on the leases
that would preserve the going-concern value of their businesses
for the benefit of creditors.

According to the Debtors, the unexpired leases remain to be
valuable assets of the estate and are integral to the continued
operation of their businesses.

A list of the unexpired leases is available for free at
http://ResearchArchives.com/t/s?281

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported
$99 million in total assets and $94 million in total debts.


ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Nov. 1
----------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of Indiana, ATA Airlines, Inc., its debtor-
affiliates and these ATSB Lenders:

   * Govco Incorporated,
   * Citibank, N.A.,
   * AFS Investments XII, Inc., and
   * International Lease Finance Corporation

agree that the Debtors may use the ATSB Lenders' cash collateral
and other collateral through the earliest of:

   (i) the close of business on November 1, 2005;

  (ii) the occurrence of any event of default set forth in the
       December 10, 2004 Cash Collateral Order; or

(iii) the time the Debtors' settlement agreement with the ATSB
       Lenders and the Official Committee of Unsecured
       Creditors, approved by the Court on April 15, 2005, will
       be materially breached or rendered null and avoid.

The parties stipulate that the Debtors will continue paying for
the services of Sage-Popovich, Inc., and Lazard Freres & Co. LLC.

Unless the Debtors obtain additional Available Cash pursuant to
their capital-raising efforts, the Debtors' Available Cash is
projected to fall to precariously low levels by the end of
October 2005, which could result in an event of default under the
Cash Collateral Order.  Therefore, the Debtors and the ATSB
Lenders agree to modify the event of default provisions of the
Cash Collateral Order to include these terms:

   (a) By the close of business on October 30, 2005, the Debtors
       have not entered into a fully executed definitive
       agreement with one or more investors that is:

       (x) consistent with the terms of the Cash Collateral
           Order, as expressly modified by the Stipulation;

       (y) consistent with certain Investment Agreement
           parameters; and

       (z) subject only to Court approval and the closing
           conditions set forth in the Investment Agreement --
           which closing conditions will be subject to the
           prior written approval of the ATSB Lenders -- or

   (b) the Debtors fail to file a revised disclosure statement
       with the Court within three business days of the execution
       of the Investment Agreement.

Subject to the prior written consent of the ATSB Lenders, an
Investment Agreement must provide for the Debtors to receive:

   (a) no less than $30,000,000 of debtor-in-possession financing
       by no later than 5:00 p.m. (New York time) on November 4,
       2005, on terms and conditions acceptable to the ATSB
       Lenders in their sole discretion; and

   (b) an investment of no less than $70,000,000 in the
       reorganized Debtors, on terms and conditions acceptable to
       the ATSB Lenders in their sole discretion, by no later
       than the earlier of:

       (x) the effective date of a plan of reorganization in
           ATA's Chapter 11 Case; or

       (y) 5:00 p.m. (New York time) on January 20, 2006.

In addition, the Debtors and the ATSB Lenders agree that the Cash
Collateral Order will be expressly modified so that an event of
default under the Cash Collateral Order will occur one business
day after any ATSB Lender provides notice to the Debtors and the
Official Committee of Unsecured Creditors that, in the ATSB
Lenders' reasonable judgment, one or more of the closing
conditions to the Investment Agreement will not be satisfied in
the time period provided, and the closing condition has not been
waived or deemed satisfied by the relevant party to the
Investment Agreement.

The ATSB Lenders stipulate that any amendment to the Southwest
DIP financing, which is approved according to the terms of the
Southwest DIP financing, is acceptable to them.

The Debtors, the ATSB Lenders and the Creditors Committee agree
that the deadline by which the Committee must file any challenge,
on the basis of Sections 544 and 548 of the Bankruptcy Code, to
the ATSB Lenders' "Guarantor Unsecured Claims" will be extended
until the Debtors' deadline to use the Cash Collateral.

The Debtors and the ATSB Lenders further stipulate and agree that
the $2,300,000 Quarterly Payment, which ATA is obligated to pay to
the Agent for the benefit of the ATSB Lenders on October 19, 2005,
will be deferred to, and due and payable on, October 28, 2005.

The Debtors covenant with the ATSB Lenders to maintain:

   (i) at least $29,815,904 in Available Cash during the
       Extension Period; and

  (ii) at least 90% of the Available Cash amount forecasted at
       each weekend in the Debtors' 13-week cash forecast dated
       October 11, 2005:

        Week Ending     Available Cash   90% of Available Cash
        -----------     --------------   ---------------------
          10/21/05        $48,467,778         $43,621,000
          10/28/05        $43,527,362         $39,174,626
          11/04/05        $38,432,984         $34,589,686

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Wants Confirmation Hearing Scheduled on December 20
-----------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates ask Judge Lorch of
the U.S. Bankruptcy Court for the Southern District of Indiana to
convene a hearing to consider confirmation of their joint plan of
reorganization on December 20, 2005.

The Reorganizing Debtors also ask the U.S. Bankruptcy Court for
the Southern District of Indiana to continue the Confirmation
Hearing from time to time by announcing the continuance in open
court, and that the Plan may be modified pursuant to Section 1127
of the Bankruptcy Code prior to, during or as a result of the
Confirmation Hearing, in each case without further notice to
parties-in-interest.

The Reorganizing Debtors want confirmation objections be filed and
served by December 13, 2005, at 4:00 p.m. (EST, prevailing
Indianapolis Time).  The Reorganizing Debtors ask Judge Lorch to
consider only timely filed and served written objections that
state:

   (a) the name and address of the objecting party;

   (b) the amount of the party's Claim or the nature of its
       Interest; and

   (c) the nature and legal basis of the objection.

Objections not timely filed and served in accordance with the
provisions of the Debtors' request will be overruled on this basis
alone.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Asks Court to Establish Solicitation Procedures
-------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to approve a
set of uniform noticing, balloting, voting and tabulation
procedures to be used in connection with asking creditors to vote
to accept their Chapter 11 plan of reorganization.

Terry E. Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, reminds the Court that the Reorganizing Debtors filed
their Plan and a Disclosure Statement explaining the Plan on
September 30, 2005.  A hearing to consider the adequacy of the
Disclosure Statement is slated for October 28.  The deadline for
filing and serving Objections to the Disclosure Statement is
October 24 at 4:00 P.M. (EST, prevailing Indianapolis time).

                           Record Date

Rule 3017(d) of the Federal Rules of Bankruptcy Procedure governs
the record date for determining the "holders of stocks, bonds,
debentures, notes and other securities" entitled to receive
ballots and the other materials specified in Bankruptcy Rule
3017(d).  The default date is the date the court approves the
Disclosure Statement, but the Court can fix another date for
cause.

Because of the number of note holders and the necessity to obtain
the holders names from the commercial holders of the notes, the
Reorganizing Debtors ask Judge Lorch to fix October 21, 2005, as
the record date for determining holders of Claims entitled to
receive a Solicitation Package and to vote to accept or reject the
Plan.

                      Solicitation of Votes

The Reorganizing Debtors propose to solicit votes from creditors
holding Claims in Classes 1, 2, 3, 4, 6, and 7.  These creditors
are impaired and entitled to vote to accept or reject the Plan.

Holders of interests in Class 8 and 9 won't receive a dime under
the Plan and are deemed to reject the Plan.

BMC Group, the Debtors' official balloting agent, will mail copies
of the Plan, the Disclosure Statement, customized ballots, and
solicitation letters and notice of the Confirmation Hearing to
creditors entitled to vote.  The Debtors anticipate BMC to finish
sending out the Solicitation Packages by November 9, 2005.

The Debtors will also instruct BMC to mail the Solicitation
Package to:

   (i) beneficial owners of publicly traded securities of the
       Debtors as of the Record Date; and

  (ii) each bank or brokerage firm -- Nominee -- identified by
       BMC as an entity through which Public Holders hold a
       Claim.

To facilitate this mailing, the Reorganizing Debtors ask the
Court to direct Wells Fargo Bank Northwest, N.A., as the trustee
for the Old Holdings Unsecured Notes, and National City Bank,
Corporate Trust Operations, as the stock transfer agent for the
Old ATA Holdings Common Stock, to provide BMC by October 24,
2005, with a list containing the names, addresses and holdings of
the Public Holders as of the Record Date and a Depository Trust
Company Security Position Listing as of the Record Date.

To ensure that the beneficial owners of the Old Holdings
Unsecured Notes receive the Solicitation Packages and have an
opportunity to vote, the Reorganizing Debtors ask the Court to
require the Nominees through which beneficial owners hold the Old
Holdings Unsecured Notes to distribute the Solicitation Packages
within five business days of receipt to the Public Holders for
which they hold the Old Holdings Unsecured Notes.

The Reorganizing Debtors will also publish notice of the
solicitation process and the Confirmation Hearing in The Wall
Street Journal (national edition), the Indianapolis Star and
Chicago Tribune.

The Debtors want all ballots returned to BMC by December 9, 2005
in order to be counted.

           Contingent, Unliquidated or Disputed Claims

If any holder of a contingent, unliquidated or disputed claim
wants to vote on the Plan, the Debtors propose that motions for
temporary allowance of a claim for voting purposes be filed by
November 1, 2005.

Unless the holder of an Unliquidated/Contingent Claim obtains a
Court order allowing the Claim for voting purposes, the Debtors
want any Ballot cast with respect to the Claim be counted in
determining whether the numerosity requirement of Section 1126(c)
has been satisfied.  However, the Claim will not be counted in
determining whether the aggregate dollar amount requirement has
been satisfied.

                     Tabulation Procedures

The Reorganizing Debtors propose that these Ballots and Master
Ballots be counted and be deemed to be cast as acceptances of the
Plan:

   (a) any Ballot or Master Ballot timely received that contains
       sufficient information to permit the identification of the
       creditor and is cast as an acceptance of the Plan;

   (b) any Ballot or Master Ballot timely received that contains
       sufficient information to permit the identification of the
       creditor and indicates both acceptance and rejection of
       the Plan; and

   (c) any Ballot or Master Ballot, otherwise proper, that
       indicates neither an acceptance nor rejection of the Plan.

The Reorganizing Debtors propose that these Ballots and Master
Ballots not be counted in determining whether the Plan has been
accepted or rejected:

   (a) any Ballot or Master Ballot received after the Voting
       Deadline:

   (b) any Ballot or Master Ballot that is illegible or contains
       insufficient information to permit the identification of
       the creditor;

   (c) any Ballot or Master Ballot cast by:

          (i) a creditor who has not timely filed a Proof of
              Claim with respect to the Claim being voted and
              whose Claim either is not listed, or is listed as
              a disputed, contingent or unliquidated Claim on
              the Schedules; or

         (ii) a creditor who has timely filed a Proof of Claim
              which is the subject of a pending objection and has
              not been temporarily allowed by the Court for
              voting purposes;

   (d) any Ballot or Master Ballot cast by a person that does not
       hold a Claim in a Class that is entitled to vote to accept
       or reject the Plan;

   (e) any Ballot or Master Ballot that is transmitted to the
       Voting Agent electronically by facsimile or e-mail; and

   (f) any Ballot or Master Ballot that does not have an original
       signature.

Section 1126(c) provides that "a class of claims has accepted a
plan if the plan has been accepted by creditors . . . that hold at
least two-thirds in amount and more than one-half in number of the
allowed claims of the class held by creditors . . . that have
accepted or rejected such plan."

The Reorganizing Debtors propose these guidelines for determining
the amount and number of Claims voted:

   (a) In determining whether a Class of Claims has accepted the
       Plan by the requisite dollar amount, the amount of a Claim
       will be either:

          (i) the amount allowed by the Court;

         (ii) the amount temporarily allowed by the Court for
              voting purposes pursuant to Bankruptcy Rule
              3018(a); or

        (iii) if not so allowed because it was received after the
              Voting Deadline or it contains insufficient
              information, then:

               (x) the liquidated amount specified in a Proof of
                   Claim timely filed with the Court or the
                   Voting Agent by the voting creditor and not
                   purported to be contingent and not subject to
                   a pending objection, or

               (y) if no Proof of Claim has been timely filed, on
                   the basis of the undisputed, noncontingent
                   and liquidated amount of the Claim as it
                   appears in the Schedules on or before the
                   Record Date.

   (b) Ballots and Master Ballots may be preprinted with the
       dollar amount indicated above and, if they are so
       preprinted, the Reorganizing Debtors propose that the
       Voting Agent use the preprinted amount in tabulating votes
       unless the holder of the Claim obtains an order from the
       Court under Rule 3018(a) on or before December 16, 2005.

Whenever two or more Ballots are cast voting the same Claim prior
to the Voting Deadline, the last Ballot received prior to the
Voting Deadline will be deemed to reflect the voter's intent and
thus will supersede any prior Ballots.

The Debtors propose that any person who holds Claims in more than
one Class or multiple Claims within a Class must vote separately
with respect to each Claim.  A Ballot with respect to multiple
Claims within a single Class that partially rejects and partially
accepts the Plan will be deemed to be and be counted as an
acceptance of the Plan.

The Debtors want all Nominees through which Public Holders hold
the Notes to be required to collect and summarize on a Master
Ballot all Ballots cast by the Public Holders for which they serve
and then return the Master Ballot to the Voting Agent.  The
Reorganizing want the Nominees to retain for inspection by the
Court the Ballots cast by Public Holders for one year following
the Voting Deadline.

To avoid double counting, the Reorganizing Debtors propose that:

   (i) votes cast by Public Holders holding Notes through a
       Nominee and transmitted by means of a Master Ballot be
       applied against the positions held by the Nominees, as
       evidenced by the record list of the holders of the Notes
       or through participation in a securities depository, and

  (ii) votes submitted by a Nominee on a Master Ballot not be
       counted in excess of the position maintained by the
       Nominee on the Record Date.

To the extent that conflicting votes or duplicative votes are
submitted on a Master Ballot, the Reorganizing Debtors propose
that, to the extent that any duplicative votes are not
reconcilable prior to the Voting Deadline, the Voting Agent will
count votes in respect of the Master Ballot in the same proportion
as the votes to accept and reject the Plan submitted on the Master
Ballot that contained the duplicative vote, but only to the extent
of the applicable Nominee's position on the Record Date in the
Notes.

To avoid inconsistent treatment and provide guidance to the
Reorganizing Debtors and the Voting Agent, the Reorganizing
Debtors request that the Court order that each record holder or
Public Holder of the Notes will be deemed to have voted the full
principal amount of its Claim relating to the Notes,
notwithstanding anything to the contrary on any Ballot.

The Court will convene a hearing to consider the Debtors' request
on October 28, 2005.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATLANTIC & WESTERN: Fitch Rates $300MM Catastrophe Bonds at Low-B
-----------------------------------------------------------------
Fitch Ratings has issued a presale report on the Atlantic &
Western Re Limited catastrophe bond, discussing the rating
analysis behind Fitch's expected 'BB' rating on the $100 million
class A notes and 'B' rating on the $200 million class B notes.

The presale report is available to all investors on Fitch's
corporate site at http://www.fitchratings.com/

For more information about Fitch's comprehensive subscription
service Fitch Research, which includes all presale reports,
surveillance, and credit reports on more than 20 asset-backed
securities asset classes, including collateralized debt
obligations, contact product sales at +1-212-908-0800 or at
http://webmaster@fitchratings.com/


AUBURN FOUNDRY: Ch. 7 Trustee Wants Laderer & Fischer as Counsel
----------------------------------------------------------------
Rebecca Hoyt Fischer, Esq., the chapter 7 Trustee for Auburn
Foundry, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Indiana in Fort Wayne for permission to serve as the
estate's counsel together with Laderer & Fischer, PC.

Ms. Fischer tells the Bankruptcy Court that she and Lewis Laderer,
Jr., Laderer & Fischer's other shareholder, possess the necessary
expertise with regard to bankruptcy and debtor and creditor
matters in cases under the Bankruptcy Code.

Laderer & Fischer will assist the Trustee in bringing any
necessary legal proceedings to recover assets for the benefit of
the estate and for all other legal matters incidental to the
administration of the estate.

The hourly billing rates for Laderer & Fischer's professionals
are:

       Designation                 Hourly Rates
       -----------                 ------------
       Attorneys                       $225
       Paralegals                      $125

The Trustee assures the Bankruptcy Court that Laderer & Fischer
are disinterested persons within the meaning of section 101(13) of
the Bankruptcy Code.

Lewis C. Laderer, Esq., and Rebecca H. Fischer, Esq., have been
providing legal representation to lending institutions,
individuals and businesses throughout northern Indiana for over
52 years.  Their law firm, Laderer & Fischer, PC. --
http://www.ladfislaw.com/-- offers services related to Bankruptcy
and Secured Transactions, Mediation and Arbitration, Banking and
Commercial Law, Business Insolvency and Creditor Rights, Trial
Litigation, Corporate and Business, Real Property Transactions and
Litigation, Appellate, and Insurance Law.

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns, Esq.,
and Mark A. Werling, Esq., at Baker & Daniels, represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.  The Debtor's chapter 11 case was
converted into a liquidation proceeding under chapter 7 of the
Bankruptcy Code on Oct. 11, 2005.


BANK of AMERICA: Fitch Upgrades Low-B Ratings on 11 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Bank of America
Mortgage Securities, Inc., mortgage pass-through certificates:

   Series 2003-1 Group 1:

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

   Series 2003-1 Group 2:

     -- Class A affirmed at 'AAA'.

   Series 2003-2 Group 1:

     -- Class A affirmed at 'AAA'.

   Series 2003-2 Group 2:

     -- Class A affirmed at 'AAA'.

   Series 2003-3 Group 1:

     -- Class A affirmed at 'AAA'

   Series 2003-3 Group 2:

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

   Series 2003-4 Group 1:

     -- Class A affirmed at 'AAA'.

   Series 2003-4 Group 2:

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

   Series 2003-7:

     -- Class A affirmed at 'AAA'.

   Series 2003-A:

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

   Series 2003-F:

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

   Series 2003-H:

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

   Series 2003-6 Group 1:

     -- Class A affirmed at 'AAA'.

   Series 2003-10 Group 1:

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

   Series 2003-10 Group 3:

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

   Series 2003-10 Groups 2&4:

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

   Series 2003-8 Group 1:

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

   Series 2003-8 Group 2:

     -- Class A affirmed at 'AAA'.

   Series 2003-8 Group 3:

     -- Class A affirmed at 'AAA'.

   Series 2003-9 Group 1:

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

   Series 2003-9 Group 3:

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

   Series 2003-9 Groups 2&4:

     -- Class A affirmed at 'AAA'.

   Series 2003-G:

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

   Series 2003-I:

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

   Series 2003-J:

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

   Series 2003-K:

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

   Series 2003-L:

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

The underlying collateral for Bank of America transactions
consists of 15- to 30-year fixed-rate mortgages and
adjustable-rate mortgages extended to prime borrowers.  The
transactions are primarily secured by first liens on one- to
four-family residential properties.

As of the September 2005 distribution date, the transactions are
seasoned from a range of 20 to 32 months and the pool factors --
current mortgage loan principle outstanding as a percentage of the
initial pool -- range from approximately 25% to 67%.  The master
servicer for the above deals is Bank of America Mortgage
Securities, which is currently rated 'RPS1' by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$4.95 billion in outstanding certificates.  The upgrades reflect
an improvement in the relationship of CE to future loss
expectations and affect approximately $1.20 billion in
certificates.  The CE levels for all the classes affected by the
upgrades have at least doubled their original enhancement levels
since closing date.


BEAR STEARNS: Fitch Rates $2.79 Million Class M-10 Certs. at BB
---------------------------------------------------------------
Bear Stearns Asset-Backed Securities I Trust 2005-CL1 asset-backed
certificates are rated by Fitch Ratings:

     -- $246.13 million class A 'AAA';
     -- $9.35 million class M-1 'AA+',
     -- $4.88 million class M-2 'AA';
     -- $3.21 million class M-3 'AA-';
     -- $3.35 million class M-4 'A+';
     -- $1.68 million class M-5 'A';
     -- $1.40 million class M-6 'A-';
     -- $1.40 million class M-7 'BBB+';
     -- $1.40 million class M-8 'BBB';
     -- $1.40 million class M-9 'BBB-';
     -- $2.79 million privately offered class M-10 'BB'.

The mortgage loans consist of fixed- and adjustable-rate
closed-end subprime mortgage loans that are secured by first
and second liens on one- to four-family residential properties.

The 'AAA' rating on the senior certificates reflects the 11.80%
credit enhancement provided by the 3.35% class M-1, 1.75% class
M-2, 1.15% class M-3, 1.20% class M-4, 0.60% class M-5, 0.50%
class M-6, 0.50% class M-7, 0.50% class M-8, 0.50% class M-9, and
1.00% class M-10, as well as 0.75% target over-collateralization.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral and strength of the legal and financial
structures.

As of the cut-off date, the mortgage loans have an aggregate
balance of $279,053,015.  The weighted average mortgage rate is
approximately 10.086% and the weighted average remaining term to
maturity is 197 months.  The average cut-off date principal
balance of the mortgage loans is $51,686.  The weighted average
original combined loan-to-value is 68.64%.  The properties are
primarily located in New York, Ohio, North Carolina, Pennsylvania,
and Michigan.

The mortgage loans were acquired through the exercise of the
optional termination provisions of four securitizations.
Approximately 78.59% of the mortgage loans were included in either
the ContiMortgage Home Equity Loan Trust 1998-2 or ContiMortgage
Home Equity Loan Trust 1998-3.  These mortgage loans were sold to
either Ellington Acquisition Trust 2005-1 or Ellington Acquisition
Trust 2005-2 by the respective trustees for these transactions,
pursuant to optional termination provisions contained in the
related pooling and servicing agreements.

Approximately 21.41% of the mortgage loans were included in either
the Delta Funding Home Equity Loan Trust 1997-4 or the Delta
Funding Home Equity Loan Trust 1998-3.  These mortgage loans were
sold to Ocwen Mortgage Asset Trust I by the respective trustees
for these transactions, pursuant to optional termination
provisions contained in the related pooling and servicing
agreements.


BOYDS COLLECTION: Look for Bankruptcy Schedules on December 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave
The Boyds Collection, Ltd., and its debtor-affiliates until
Dec. 15, 2005, to file their Schedules of Assets and Liabilities
and Statements of Financial Affairs.

The Debtors gave the Court three reasons in support of the
extension:

   a) they have limited staff available to perform the internal
      review of their business and affairs and the press of
      numerous other matters incident to the commencement of their
      chapter 11 cases;

   b) they have approximately 1,000 creditors and the size and
      complexity of their business operations require them to
      maintain voluminous books and records and complex accounting
      systems; and

   c) certain prepetition invoices have not yet been received or
      entered into their financial accounting systems.

Headquartered in McSherrystown, Pennsylvania, 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 and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts


CHUKCHANSI ECONOMIC: S&P Rates Proposed $310M Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating
to the Chukchansi Economic Development Authority's proposed
$310 million senior notes, which will be sold in two tranches
consisting of senior notes due 2013 and floating rate senior notes
due 2012.

In addition, a 'BB-' issuer credit rating was assigned to the
CEDA.  The outlook is stable.

Proceeds from the proposed note issue will be used to refinance
existing debt, pre-fund expansion capital spending and for fees
and expenses.

Coarsegold, California-based CEDA was created to operate the
Chukchansi Gold Resort & Casino for the Picayune Rancheria of the
Chukchansi Indians.  The Tribe's compact with the state of
California was entered into in 1999 and expires in 2020.  The
compact permits forms of Class III gaming, including slot
machines and card games.

"The ratings on the CEDA reflect its narrow business position as
an operator of a single casino, competitive market conditions, and
construction and disruption risks associated with a likely
near-term expansion project.

Still, the Chukchansi Gold Resort & Casino's operating performance
has steadily improved since its opening in mid-2003, the
demographics of its target market are favorable, and the potential
exists for continued EBITDA growth post-expansion," said Standard
& Poor's credit analyst Michael Scerbo.


CHRISTOPHER MILLER: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Christopher Scott Miller and Mary Jane Miller
         218 Whisper Lane
         Midland City, Alabama 36350

Bankruptcy Case No.: 05-12994

Chapter 11 Petition Date:  October 24, 2005

Court: Middle District of Alabama (Dothan)

Debtors' Counsel: David G. Poston, Esq.
                  Espy, Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, Alabama 36302
                  Tel: (334) 793-6288

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Federal Income         $777,000
Attn: Bankruptcy Mail Clerk      Taxes
801 Tom Martin Dr., Suite 126
Birmingham, AL 35211

Stone Creek Holdings Inc.        House & lot            $230,000
4601 West Sierra Avenue, Suite 1
Las Vegas, NV 89102

Concord Servicing Group          Deficiency Balance      $29,750
6560 N Scottsdale Road, Suite G
Paradise Valley, AZ 85253-4449

Wachovia/Southtrust              Line of Credit          $19,904
P.O. Box 2554
Birmingham, AL 35290

Chase Automotive Finance         1996 Toyota             $15,659
Bankruptcy                       Tacoma truck
900 Stewart Avenue
Garden City, NY 11530

GMAC                             2005 Chevrolet          $17,869
Bankruptcy Department            Cobalt
P.O. Box 5055
Troy, MI 48007-5055


COLLINS & AIKMAN: Wants Court OK to Tap Deloitte Tax as Consultant
------------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to retain Deloitte Tax, LLC, as their tax service
providers and tax consultants, nunc pro tunc to September 1, 2005.

The Debtors' management believes that Deloitte Tax is well
qualified to act on their behalf, given its extensive knowledge
and experience in tax consulting as well as its familiarity with
their operations.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, says that the tax
consulting and other tax services will be valuable to the Debtors
in their efforts to reorganize.  Deloitte Tax's services to the
Debtors will include:

    -- assistance with Federal tax effects of bankruptcy filing;

    -- general corporate tax advisory assistance;

    -- IRS examination services;

    -- assistance with state tax post-bankruptcy emergence
       planning;

    -- contingent fee strategic property tax review services,

    -- international assignment services advisory assistance; and

    -- other related or similar tax services.

Mr. Carmel tells Judge Rhodes that Deloitte Tax will use
reasonable efforts to coordinate with the Debtors' other retained
professionals to avoid unnecessary duplication of services.

As tax consultants, the Debtors will pay Deloitte Tax's
professionals at these hourly rates:

      Partner/Principal/Director        $540 - $675
      Senior Manager                    $450 - $550
      Manager                           $360 - $475
      Senior Staff                      $270 - $375
      Staff                                    $200

Through May 17, 2005, Deloitte Tax received about $266,000 during
the preceding 12 months from the Petition Date from the Debtors
for services rendered and expenses incurred, of which $240,000
was paid within the 90 days prior to the Petition Date.  In
addition, as of Petition Date, Deloitte Tax was owed $53,092 for
prepetition fees and expenses incurred but not paid by the
Debtors, an amount Deloitte Tax has waived.  Deloitte Consulting
LLP, an affiliate of Deloitte Tax, is owed $117,215 for its
prepetition services to the Debtors.  Subject to the Court's
approval of the Application, Deloitte Tax will waive collection
of this amount.

Scott L. Shekell, a member of the firm, assures that Court that
Deloitte Tax does not represent or hold any interest adverse to
the Debtors or their estates with respect to the matters on which
it is to be employed.

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: DaimlerChrysler Asserts Recoupment Rights
-----------------------------------------------------------
DaimlerChrysler Corporation asserts it is entitled to recoup its
damages from the Collins & Aikman Corporation's breach of its
purchase orders.  "Recoupment is not subject to the automatic stay
and does not require the Court's authorization," James A.
Plemmons, Esq., at Dickinson Wright PLLC, in Detroit, Michigan,
points out.

In the alternative, DaimlerChrysler asks the U.S. Bankruptcy Court
for the Eastern District of Michigan to lift the automatic stay in
order to exercise its state law right of setoff so that it may
offset prepetition damages it has incurred against amounts owing
from DaimlerChrysler to the Debtors for prepetition shipments of
goods.

The Debtors supply DaimlerChrysler with component parts for
installation into new vehicles.  To maintain continuity of supply,
DaimlerChrysler paid, or committed to pay, certain of the Debtors'
operational expenses that were necessary for the Debtors'
production and supply of Component Parts; and purchased, or
committed to pay for the Debtors' purchase, of goods and services
from the Debtors' vendors.

DaimlerChrysler tells the Court that it has incurred, or will
incur, damages resulting from the Debtors' rejection of purchase
orders.  DaimlerChrysler estimated its damages at $25,400,000 for
payment of the Debtors' operational expenses and payment to the
Debtors' vendors.  It further expects to incur rejection damages.

On the other hand, DaimlerChrysler estimates that it owes the
Debtors $24,100,000 for amounts earned prepetition by the Debtors
from the sale and supply of Component Parts to DaimlerChrysler.
DaimlerChrysler has placed an administrative freeze on the
Prepetition Payables to protect its rights to recoupment and
setoff of the Damages.

Mr. Plemmons notes that under the doctrines of recoupment and
setoff, a party is entitled to offset a claim it has against a
debtor against the debt owing to the party by the debtor.  In
order to exercise the right of recoupment, the claim and the debt
must arise from the same transaction.  To exercise the right of
setoff, the party seeking setoff must show that:

    (a) the debt owing to the Debtors and the debt owing from the
        Debtors arose prepetition; and

    (b) the debts are mutual.

Mr. Plemmons asserts that DaimlerChrysler satisfies these
requirements.

Moreover, Mr. Plemmons says, DaimlerChrysler should be adequately
protected for its security interest.  This can only be done
through the allowance of the setoff.

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: GECC Asks Court to Enforce Right to Payment
-------------------------------------------------------------
Pursuant to a Receivables Purchase Agreement, Collins & Aikman
Corporation and its debtor-affiliates sold to Carcorp, Inc., their
interests in certain receivables, related security, collections
and proceeds.  Carcorp transferred to General Electric Capital
Corporation all interests in the Receivables, Related Security,
Collections and Proceeds pursuant to a Receivables Transfer
Agreement.

Joseph S. Athanas, Esq., at Latham & Watkins LLP, in Chicago,
Illinois, tells Judge Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan that under the RPA and RTA, GECC owns
the Prepetition Receivables.  The Debtors' estates, through their
100% equity ownership of Carcorp, have a residual interest in the
Prepetition Receivables after GECC has been paid in full.

GECC, as collection agent under the Securitization Documents, has
made a demand on the Debtors to collect the Prepetition
Receivables from Visteon Corporation and to forward all
collections to GECC.  Visteon has failed or refused to pay the
Prepetition Receivables.  Visteon is an automotive parts
manufacturer that is a supplier and customer of the Debtors.

According to Mr. Athanas, Visteon asserts adverse claims or
interest with respect to the Prepetition Receivables.  GECC
disputes them.

Mr. Athanas asserts that as of September 2, 2005, GECC is owed
about $35,700,000 under the Securitization Documents plus
interests and attorneys' fees and other charges.  GECC believes
that Visteon owes it $403,668 of the Prepetition Receivables.

In this regard, GECC asks the Court to:

    a. enter a declaratory judgment adjudicating and ranking its
       interests in the Prepetition Receivables;

    b. enter a declaratory judgment adjudicating the amount of the
       Prepetition Receivables owed by Visteon;

    c. enter a declaratory judgment adjudicating GECC's claim
       under the Securitization Documents and the amount of the
       Debtors' residual interest in the Prepetition Receivables,
       and direct Visteon to pay all Prepetition Receivables to
       GECC until it is paid in full;

    d. award and enable GECC to recover its cots and attorneys'
       fees to the full extent recoverable; and

    e. enforce judgment in favor of GECC and the Debtors' estates
       to ensure GECC's first and prior right to payment in full
       under the Securitization Documents.

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)


COLONIAL ADVISORY: Fitch Retains Junk Ratings on $168.56M Notes
---------------------------------------------------------------
Fitch upgrades the rating of one class of notes issued by Colonial
Advisory Services CBO I, Ltd, which closed March 31, 1998.  These
rating actions are effective immediately:

     --$7,823,959 class A notes upgraded to 'AAA' from 'AA';
     --$68,686,181 class B notes remain at 'CC';
     --$99,870,533 class C notes remain at 'C'.

Colonial CBO is a collateralized bond obligation managed by
Colonial Management Associates.  The collateral of Colonial CBO is
composed of high-yield corporate bonds and emerging markets
sovereign debt.

Included in this review, Fitch discussed the current state of the
portfolio with the collateral manager and their portfolio
management strategy going forward.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates.

The upgrade of the class A notes is based on improved credit
enhancement caused by significant principal redemptions.  On the
Sept. 20, 2005 payment date approximately $29.2 million of
principal proceeds was used to redeem a portion of the class A
notes, leaving 2.4% of the original balance of the outstanding.

The class B notes received only a portion of their scheduled
interest distribution on the most recent payment date, and the
class C notes have not received any distributions for several
payment periods.  Unpaid interest to these notes is capitalized,
leading to increased principal balances.  The current outstanding
balance of the classes B and C notes includes approximately $4.6
million and $33.9 million, respectively, of capitalized interest.
The class B notes could receive a modest portion of their original
principal balance by maturity, while the class C notes are
unlikely to receive future cash flows.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The ratings of the classes B and C notes
address the likelihood that investors will receive ultimate
interest, as well as the aggregate outstanding amount of principal
by the stated maturity date.

COMMERCIAL MORTGAGE: S&P Assigns Low-B Ratings to 6 Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CD 2005-C1 Commercial Mortgage Trust's $3.88 billion
commercial mortgage pass-through certificates series 2005-C1.

The preliminary ratings are based on information as of
Oct. 24, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2FL,
A-2FX, A-3, A-SB, A-4, A-1A, A-MFL, A-MFX, A-J, B, C, D, E, and XP
are currently being offered publicly.  The remaining classes will
be offered privately.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.49x, a beginning
LTV of 98.7%, and an ending LTV of 89.3%.

                  Preliminary Ratings Assigned
              CD 2005-C1 Commercial Mortgage Trust

                                                 Recommended
     Class     Rating       Amount ($)         credit support (%)
     -----     ------       ----------         ------------------
     A-1       AAA         174,000,000                 30.000
     A-2FL     AAA         200,000,000                 30.000
     A-2FX     AAA          70,000,000                 30.000
     A-3       AAA         112,000,000                 30.000
     A-SB      AAA         198,275,000                 30.000
     A-4       AAA       1,563,032,000                 30.000
     A-1A      AAA         397,464,000                 30.000
     A-MFL     AAA         100,000,000                 20.000
     A-MFX     AAA         287,824,000                 20.000
     A-J       AAA         305,412,000                 12.125
     B         AA+          29,087,000                 11.375
     C         AA           43,630,000                 10.250
     D         AA-          43,630,000                  9.125
     E         A            58,174,000                  7.625
     XP*       AAA       3,787,751,000                    N/A
     XC*       AAA       3,878,244,727                    N/A
     F         A-           38,783,000                  6.625
     G         BBB+         43,630,000                  5.500
     H         BBB          43,630,000                  4.375
     J         BBB-         48,478,000                  3.125
     K         BB+          29,087,000                  2.375
     L         BB            9,696,000                  2.125
     M         BB-          14,543,000                  1.750
     N         B+            9,696,000                  1.500
     O         B             9,695,000                  1.250
     P         B-            9,696,000                  1.000
     Q         N.R.         38,782,727                    N/A
     OCS**     N.R.         25,000,000                    N/A

          * Interest-only class with a notional dollar amount

        **  These certificates will represent interests solely in
            the loan that is secured by the One Court Square loan.
            The portion of the One Court Square loan that is
            represented by these classes is considered the
            non-pooled portion of the subject loan.

       N.R. -- Not rated

       N/A  -- Not applicable


COMPOSITE TECH: Plan Confirmation Hearing to Continue on Oct. 28
----------------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
reported that confirmation hearing of its Chapter 11 plan of
reorganization commenced on Oct. 24, 2005, in front of the
Honorable Judge Ryan of the U.S. Bankruptcy Court for the Central
District of California.  Since there was insufficient time to hear
all of the testimony of witnesses addressing plan confirmation
issues the case will continue on Friday, Oct. 28, 2005 at 9:00 am
and if necessary, possibly on Monday, Oct. 31, 2005.

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


CREDIT SUISSE: Moody's Junks Series 2001-HE 17 Class B Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded one subordinated tranche from
one deal and withdrawn the ratings from six certificates from one
deal, issued by Credit Suisse First Boston Mortgage Securities
Corp. in 2001.  The pools are subprime first lien adjustable-rate
and fixed-rate loans.

The 2001-HE17 securitization that is being downgraded suffers
primarily from the performance of the underlying loans with
cumulative losses exceeding our original expectations.  Current
credit enhancement levels, including excess spread, are low
compared to the current projected loss numbers for the current
rating level.  Higher cumulative losses are attributable to higher
than anticipated severities.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

  Downgrade:

   * Series 2001-HE 17; Class B, downgraded to Caa3 from B3

In the 2001-HE12 transaction, six certificates are being withdrawn
following its redemption in full.


CREDIT SUISSE: S&P Downgrades Cert. Class I-B-3 to BB from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
I-B-3 mortgage pass-through certificates from Credit Suisse First
Boston Mortgage Securities Corp.'s series 2002-9 loan group I to
'BB' from 'BBB-'.  Concurrently, ratings are affirmed on the
remaining seven classes from the same transaction.

The lowered rating on class I-B-3 from loan group I reflects a
decrease in credit support due to adverse collateral pool
performance.  As of the September 2005 remittance period, credit
support for class I-B-3 was provided by subordination of
$1,121,879 from class I-B-4.  The loan group has been realizing
net losses averaging approximately $73,000 per month during the
most recent 12 months.

As of the September 2005 distribution period, cumulative realized
losses to date totaled $1,731,931, or 0.31% of the original pool
balance.  During the most recent 12 months, loan group I has
incurred $853,607 in losses, which represents 49% of the lifetime
losses to date.  The poor collateral performance of this loan
group has led to actual and projected credit support levels that
do not support the former 'BBB-' rating.

As of the September 2005 distribution date, total delinquencies
for loan group 1 were 22.11%, while serious delinquencies were
16.36%.  While loan group I has paid down to approximately 12.95%
of its original balance, substantial losses continue to erode
available credit support percentages.  Given the performance
trends exhibited by loan group I, Standard & Poor's will continue
to monitor the transaction accordingly.

The affirmed ratings on the remaining seven classes reflect
adequate actual and projected credit support percentages provided
by subordination.

                         Rating Lowered

      Credit Suisse First Boston Mortgage Securities Corp.
        Series 2002-9 Mortgage Pass-Through Certificates

                     Class     To       From
                     -----     --       ----
                     I-B-3     BB       BBB-

                        Ratings Affirmed

      Credit Suisse First Boston Mortgage Securities Corp.
        Series 2002-9 Mortgage Pass-Through Certificates

          Class                                  Rating
          -----                                  ------
          I-A-1, I-A-2, I-A-3, I-X, I-P          AAA
          I-B-1                                  AA
          I-B-2                                  A


DALRADA FINANCIAL: Pohl Mcnabola Raises Going Concern Doubt
-----------------------------------------------------------
Pohl, Mcnabola, Berg & Company, LLP, expressed substantial doubt
about Dalrada Financial Corporation'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:

     -- $4,218,000 net loss from continuing operations for the
        year ended June 30, 2005;

     -- $$26,780,000 negative working capital deficit at
        June 30, 2005; and

     -- $24,695,000 negative stockholders' deficit at June 30,
        2005.

In addition, the auditing firm cited the Company's default on
certain note payable obligations, lawsuits from numerous trade
creditors as well as a deficiency in payroll tax liability
payments.

                       Fiscal 2005 Results

In its Form 10-KSB submitted with the Securities and Exchange
Commission, Dalrada Financial reports a $4,218,000 net loss in
fiscal 2005 compared to a $102,000 net income in fiscal 2004.

The Company's balance sheet showed $6,715,000 of assets at June
30, 2004, and liabilities totaling $31,410,000, resulting in a
stockholders' deficit of $24,695,000.  At June 30, 2005, the
Company had a negative working capital deficit of $26,780,000.

                            Defaults

As of June 30, 2005, Dalrada Financial owed Export-Import Bank
$1,730,000, plus interest, under a Working Capital Guarantee
Facility.  ExIm has made a demand for immediate payment and the
note is currently in default.

The Company is in default on the terms of these convertible
debentures after failing to register the shares underlying the
conversions on a registration statement.  Certain of these notes
are also currently past due:

   -- convertible promissory notes totaling $850,000, bearing 8%
      interest per annum, due Dec. 12, 2003, sold to Amro
      International, SA, Balmore Funds, SA, and Celeste Trust.

   -- convertible debentures in the aggregate principal amount of
      $1 million, bearing 8% interest per annum, due July 26,
      2004, convertible into shares of the Company's common stock.

   -- convertible promissory notes in the aggregate principal
      amount of $300,000 bearing interest at 8% per annum, due
      Sept. 21, 2004, convertible into shares of the Company's
      common stock.

   -- convertible promissory notes in the aggregate principal
      amount of $200,000, bearing interest at 8% per annum, due
      Nov. 7, 2004, convertible into shares of the Company's
      common stock.

   -- convertible promissory note in the aggregate principal
      amount of $500,000 bearing interest at 8% per annum, due
      Jan. 22, 2003, convertible into shares of the Company's
      common stock.

   -- convertible notes in the aggregate principal amount of
      $100,000, bearing interest at 8% per annum, due Aug. 5,
      2005, convertible into shares of the Company's common stock.

   -- convertible promissory notes in the aggregate principal
      amount of $150,000, bearing interest at 8% per annum, due
      Jan. 31, 2005, convertible into shares of the Company's
      common stock

   -- convertible promissory notes in the aggregate principal
      amount of $390,000 bearing interest at 8% per annum, due
      April 1, 2005, convertible into shares of the Company's
      common stock.

   -- convertible promissory notes in the aggregate principal
      amount of $800,000, bearing interest at 8% per annum, due
      Dec. 17, 2006, convertible into shares of the Company's
      common stock.

The Company is late on filing payroll tax returns and owes
approximately $8.8 million in past due payroll taxes.

                        Material Weakness

Pohl Mcnabola identified and orally reported to Dalrada
Financial's management several material weaknesses identified
during the auditing firm's review of the Company's financial
Statements for fiscal 2005.  These material weaknesses are:

   a) planning and implementation of the Company's accounting
      system;

   b) financial statement closing process;

   c) ineffective Information Technology control environment,
      including the design of the Company's information security
      and data protection controls;

   d) untimely detection and assessment of impairment of
      intangible assets;

   e) inadequate review of the valuation of certain payroll tax
      liabilities that resulted in post-closing journal entries to
      properly reflect the Company's payroll tax liabilities;

   f) proper recording of conversion of debt into shares of common
      stock, including the ability of certain managers to record
      journal entries without adequate review or supporting
      documentation and an inability by management to adequately
      review the issuance of common stock; and,

   g) Lack of the necessary depth of personnel with sufficient
      technical accounting experience with U.S. GAAP to perform an
      adequate and effective secondary review of technical
      accounting matters.

Dalrada Financial says it will continue to evaluate the material
weaknesses and will take necessary action to correct the internal
control deficiencies.  The Company will also further develop and
enhance its internal control policies, procedures, systems and
staff to allow it to mitigate the risk that material accounting
errors might go undetected and be included in its consolidated
financial statements.

                    About Dalrada Financial

Headquartered in San Diego, California, Dalrada Financial
Corporation - http://www.itec.net/-- provides a variety of
professional services related to human resources to businesses.

In addition to its temporary staffing business, Dalrada provides a
variety of innovative financial services to businesses, including
comprehensive human resource administration and employee benefits
such as health insurance, HSA savings plans, and 401(k) plans.
Dalrada also offers debit card payroll accounts and payroll
advances.  These services enable small employers to offer benefits
and services to their employees that are generally available only
to large companies.


DANA CORP: Board Approves Operational & Strategic Initiatives
-------------------------------------------------------------
The Board of Directors for Dana Corporation (NYSE: DCN) approved a
number of operational and strategic initiatives to enhance
financial performance, from which the company expects to benefit
in 2006 and beyond.

This program consists of five steps:

   -- Focusing on Dana's light- and heavy-vehicle drivetrain
      products, associated structures, sealing, and thermal
      products, and divesting three non-core businesses with
      annual revenues of $1.3 billion;

   -- Operational restructuring in Dana's Automotive Systems and
      Heavy Vehicle

   -- Technologies and Systems groups;

   -- Enhanced business efficiency, including workforce
      reductions; and

   -- Benefit cost reductions.

"These actions will position Dana to be more profitable moving
forward," said Dana Chairman and CEO Michael J. Burns.  "These are
unprecedented times for Dana and the automotive industry.  While a
number of the actions we are taking are painful, they are vital to
refocusing our company, accelerating cost and process
efficiencies, and driving improved performance across our global
organization.

"At the same time, these moves support our longer-term objective
of fully capitalizing on the deep capability in our remaining
businesses and growing our presence in key global markets," he
added.  "Execution of this strategy will deliver improved
performance for Dana and its shareholders."

               Divestiture of Non-Core Businesses

In order to more fully leverage its strengths and to secure
acceptable profit levels, Dana intends to narrow the breadth of
its product line through the divestiture of three businesses:
engine hard parts, fluid products, and pump products.
Collectively, these businesses employ approximately 9,800 people
worldwide and represent 2004 sales of approximately $1.3 billion.

The engine hard parts business consists of 26 operations which
primarily manufacture piston rings, camshafts, and engine bearings
under the Perfect Circle(R), Clevite(R), and Glacier
Vandervell(TM) brands.  Sales for the business totaled
approximately $720 million in 2004.  The engine hard parts
operations to be divested employ approximately 5,300 people in 10
countries.

The fluid products business consists of 16 operations which
manufacture fluid products for braking, power steering, HVAC, and
fuel applications.  Combined sales for this business totaled
approximately $470 million in 2004.  The fluid products operations
to be divested employ a total of approximately 3,850 people in 6
countries.

The pump products business consists primarily of an original
equipment fluid transfer pump operation in Diadema, Brazil, and an
aftermarket pumps operation in Santa Marina, Brazil.  Sales for
the business totaled approximately $80 million in 2004.  The pump
products operations to be divested employ approximately 650
people.

Dana expects to incur non-cash charges in 2005 of approximately
$315 million before tax to reduce the net assets of these
businesses to realizable value.

"While no longer central to Dana's future direction, these
operations and the people associated with them have great
potential for owners that are more strategically focused on these
market segments," Mr. Burns said.  "We expect to use the proceeds
from these divestitures to reduce debt and reinvest in those
businesses that will be key to profitable growth in the future."

                  Operational Restructuring

Dana will close two facilities in its Automotive Systems Group and
shift production in several other operations to balance capacity
and take advantage of lower cost locations:

   -- The Buena Vista, Va., axle facility will be closed and its
      production consolidated into an existing facility in Dry
      Ridge, Ky.  The Buena Vista facility employs approximately
      275 people.

   -- The Bristol, Va., driveshaft facility will be closed and its
      production consolidated into Dana operations in Mexico.  The
      Bristol facility employs approximately 270 people.

   -- The assembly and component lines that support the steering
      shaft business in the Lima, Ohio, driveshaft facility will
      also be moved to Dana operations in Mexico.  Approximately
      100 of the 385 people at Lima will be impacted by this move.

Dana is also moving aggressively to enhance efficiency, logistics,
and throughput in its Commercial Vehicle business.  To this end,
Dana will undertake the following actions to balance capacity and
enhance manufacturing efficiencies in this business:

   -- Service parts activities at Dana's principal commercial
      vehicle parts assembly facility in Henderson, Ky., will be
      moved to a Dana service parts operation in Crossville, Tenn.

   -- Assembly activity will be increased at the Dana facility in
      Monterrey, Mexico, to improve throughput at the Henderson
      plant.

   -- Gear production will be increased at the Dana operation in
      Toluca, Mexico, to relieve constraints at the company's
      principal commercial vehicle gear plant in Glasgow, Ky.

Dana expects to incur a charge of $9 million before tax during the
fourth quarter of 2005, and additional charges in 2006 and 2007 in
association with these operational restructuring actions totaling
$21 million before tax.  The company expects the impact of these
actions in 2006 to be a net expense of approximately $8 million
due to both the time required to complete the moves and the
recognition of additional expenses related to separation costs and
equipment transfers.  However, starting in the second half of
2007, the company expects to begin realizing the full annualized
savings of more than $20 million before tax.

"Collectively, these operational actions will result in a Dana
Corporation that is even more focused on its light- and heavy-
vehicle drivetrain products, associated structures, sealing, and
thermal products businesses," Mr. Burns said.  "This refocused
product array will help us better support our global automotive,
commercial vehicle, and off-highway markets and, along with our
extensive global footprint and diverse customer base, will
contribute to making Dana increasingly competitive moving
forward."

                Enhanced Business Efficiency

Dana expects to realize increased benefits from its programs in
lean manufacturing, value engineering, customer quality and
delivery, and other processes.  Many of these programs are already
underway and the incremental results are expected to further
improve the company's efficiency and profitability.

In addition, Dana has targeted a five-percent salaried workforce
reduction (in addition to the operations to be divested or closed)
through 2006.  This reduction will be accomplished primarily
through attrition.  Through this reduction, the company expects to
realize cost savings of more than $15 million before tax in 2006.

                  Benefit Cost Reductions

Dana is initiating changes to a number of its benefit programs.
The company will eliminate the Employees' Stock Purchase Plan,
reduce the company's share of the costs of its U.S. medical
benefit plans, suspend matching contributions to its U.S. and
Canadian long-term savings programs, and take additional actions
to reduce benefit costs.

These changes are expected to generate cost savings of more than
$25 million before tax in 2006.  Additionally, Dana has suspended
wage and salary increases globally, subject to local law and
contractual requirements.

"While these are difficult steps for Dana people, they are
essential if we are to maintain and grow our presence in a global
market that has seen competitive realities forever changed," Mr.
Burns said.

                   Cash and Tax Impacts

In addition to the $324 million of 2005 charges referred to above,
costs to complete the restructuring actions in 2006 and 2007 are
estimated at $21 million.  Of the $345 million of total expected
expenses from these actions, the total cash outlays are expected
to be $27 million.

Due to the company's recent decision to write off its U.S.
deferred tax assets, Dana does not currently expect to record
taxes on the U.S. portion of any charges or savings associated
with these actions.  Dana is currently unable to determine the
non-U.S. tax effects as the structure of the divestitures and the
allocation of proceeds among the taxing jurisdictions are
currently unknown.

The 2005 charges associated with the divestitures discussed in
this announcement, coupled with the deferred tax write-off
announced previously, although both non-cash, will cause Dana to
report a significant loss for the full year 2005.

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dana Corp. to 'BB' from
'BB+', and kept the ratings on CreditWatch with negative
implications.

Total outstanding debt at June 30, 2005, was about $2.2 billion,
accounting for finance subsidiary Dana Credit Corp. by
the equity method.  DCC is undergoing an orderly liquidation.


DPAC TECH: Incurs $1.3MM Net Loss in Quarter Ended August 31
------------------------------------------------------------
DPAC Technologies Corporation delivered its financial results for
the quarter ended Aug. 31, 2005, to the Securities and Exchange
Commission on Oct. 14, 2005.

DPAC Technologies reports a $1,280,162 net loss on $539,717 of net
sales for the quarter ended Aug. 31, 2005, compared to a
$1,718,381 net loss on $222,696 of net sales for the same period
in 2004.  The Company has incurred losses from continuing
operations during the first six months of fiscal year 2006 and for
each of the last three fiscal years.

The Company's balance sheet showed $1,804,315 of asset at Aug. 31,
2005, and liabilities totaling $2,550,323, resulting in a 746,008
stockholders' deficit.

At Aug. 31, 2005, the Company had negative working capital of
$117,000 and a current ratio of 0.9 to 1.  This compares to a
working capital of $1.5 million and a current ratio of 1.8 to 1 at
February 28, 2005.

Based on a projected cash consumption rate, DPAC Technologies'
management anticipates that the Company's $787,000 cash balance
Aug. 31, 2005 and cash from operations will not be sufficient to
finance operations through fiscal year 2006.  The Company is
required to repay $500,000 to Development Capital Ventures LP
under a secured, convertible bridge loan agreement entered into on
August 5, 2005.

The Company expects to obtain additional capital through the
proposed merger with QuaTech, Inc.  The terms of the proposed
merger require QuaTech to raise approximately $4 million in new
financing to complete the transaction.

                     Going Concern Doubt

Moss Adams, LLP, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Feb. 28, 2005.  The auditing firm points to the Company's
continuing losses from operations and negative operating cash
flow.

The Company's former independent auditor, Deloitte & Touche, LLP,
had issued a clean and unqualified opinion after auditing the
Company's financial statements for the fiscal years ended June 30,
2004 and 2003.

                     About DPAC Technologies

DPAC Technologies Corp., fka Dense-Pac Microsystems, Inc., --
http://www.dpactech.com/-- provides wireless connectivity
products for industrial, transportation, medical and other
commercial applications.  The Airborne(TM) wireless Local Area
Network Node Module was introduced in September 2003 after an
initial year of research and development.  The product is designed
to enable OEM equipment designers to incorporate 802.11 wireless
LAN connectivity into their device, instrument or equipment
through the inclusion of the Company's Wireless LAN Node Module in
their system design.  The Company also sells Airborne(TM) Direct
plug-and-play wireless products that add 802.11 wireless
connectivity to legacy instruments and equipment that have a
pre-existing serial or Ethernet data port.


DPAC TECH: Amends QuaTech Reorganization and License Agreement
--------------------------------------------------------------
DPAC Technologies Corp. (OTCBB:DPAC), Development Capital Ventures
LP and QuaTech, Inc., amended their agreement and plan of
reorganization for the second time and, for the first time,
amended their license agreement.

The reorganization agreement, originally signed in April 2005,
provides for DPAC to acquire all of the stock and options of
QuaTech in exchange for issuing previously unissued shares of
DPAC's common stock.

The amendment to the agreement between DPAC and QuaTech
establishes a new exchange ratio.  The new exchange ratio was
informally based on DPAC's shareholders as of immediately before
the merger continuing to hold, immediately after the merger, 30%
of the outstanding common stock of DPAC, before the potential
dilutive effects of conversion of an outstanding bridge loan,
which would result in current DPAC shareholders owning
approximately 25.5% of the issued and outstanding shares
immediately following the consummation of the merger.

The merger is contingent on QuaTech consummating approximately
$3.1 million in debt financing in accordance with the terms of
nonbinding proposals it has obtained from lenders; however, it is
no longer a condition that QuaTech repay its outstanding
subordinated note in the original principal amount of $3 million.

The amendment also extends the termination date of the
reorganization agreement to March 31, 2006.

                        License Agreement

The parties have also amended the license agreement between DPAC,
DCV and QuaTech that was originally entered into on Aug. 5, 2005.
The amendment provides an option for QuaTech to elect to prepay
all exclusive license fees for a one-time cash payment of
$2.4 million, which the parties have agreed is the fair market
value of the exclusive license.  The exclusive license remains
subject to DPAC shareholder approval.

If QuaTech exercises its option to prepay the license fees, the
cash will be held in escrow pending DPAC shareholder approval.  If
DPAC's shareholders approve the license agreement, and if the
merger agreement is terminated for any reason, QuaTech has the
option of rescinding its election to prepay and allow the license
to convert to a non-exclusive license with the obligation to pay
ongoing license fees to DPAC based on quantities shipped.

In that event, the cash payment in escrow will be returned to
QuaTech.  If DPAC's shareholders do not approve the license
agreement, and the merger agreement is terminated, the license
shall automatically be converted to a non-exclusive license, with
royalties payable in the normal course, and any prepaid license
fees shall be returned.

DPAC intends to file an S-4 registration statement with the
Securities and Exchange Commission as soon as possible.  The S-4
will seek DPAC shareholders approval of the proposed merger and
exclusive license agreement, as well as certain other proposals,
including a proposal to increase the number of authorized shares
and a proposal to approve a reverse split of the company's common
stock upon or after consummation of the merger with QuaTech.

The Board of Directors has determined that shareholders of record
as of Dec. 15, 2005 shall be entitled to notice of and to vote on
these matters at a DPAC annual shareholders' meeting to be held on
February 3, 2006.

                       Going Concern Doubt

Moss Adams, LLP, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Feb. 28, 2005.  The auditing firm points to the Company's
continuing losses from operations and negative operating cash
flow.

The Company's former independent auditor, Deloitte & Touche, LLP,
had issued a clean and unqualified opinion after auditing the
Company's financial statements for the fiscal years ended June 30,
2004 and 2003.

                          About QuaTech

headquartered in Hudson, Ohio, QuaTech provides device networking
and connectivity solutions.  The Company supplies data
connectivity products to financial institutions, serving five of
the top 10 U.S. banks.  QuaTech sells and supports its solutions
both directly and through a global network of resellers and
distributors.

               About Development Capital Ventures

Headquartered in Chantilly, Virginia, Development Capital Ventures
is a Small Business Investment Company licensed and regulated by
the Small Business Administration under the Small Business Act of
1958 as amended.  Development Capital Ventures provides financing
to manufacturing, distribution, and business-to-business service
companies.

                     About DPAC Technologies

DPAC Technologies Corp., fka Dense-Pac Microsystems, Inc., --
http://www.dpactech.com/-- provides wireless connectivity
products for industrial, transportation, medical and other
commercial applications.  The Airborne(TM) wireless Local Area
Network Node Module was introduced in September 2003 after an
initial year of research and development.  The product is designed
to enable OEM equipment designers to incorporate 802.11 wireless
LAN connectivity into their device, instrument or equipment
through the inclusion of the Company's Wireless LAN Node Module in
their system design.  The Company also sells Airborne(TM) Direct
plug-and-play wireless products that add 802.11 wireless
connectivity to legacy instruments and equipment that have a pre-
existing serial or Ethernet data port.

                         *     *     *

                      Going Concern Doubt

Moss Adams, LLP, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Feb. 28, 2005.  The auditing firm points to the Company's
continuing losses from operations and negative operating cash
flow.

The Company's former independent auditor, Deloitte & Touche, LLP,
had issued a clean and unqualified opinion after auditing the
Company's financial statements for the fiscal years ended June 30,
2004 and 2003.


DURANGO GEORGIA: Heightened Interest Prompts Change of Bid Venue
----------------------------------------------------------------
Bridge Associates, LLC, through Anthony Schnelling, a member of
the firm acting as the Trustee for the Durango Georgia Paper
bankruptcy estate, said that the auction of the assets held by the
Bankruptcy Estate of Durango Georgia Paper Company is being moved
from the Amelia Island Plantation to the Westin Savannah Harbor,
One Resort Drive, Savannah, Georgia.  The auction will still be
conducted on December 6, 2005, at 10:00 a.m.

"We are making the move to the Westin Savannah Harbor because the
overwhelming response to the assets to be auctioned has prompted
the need for additional space," Mr. Schnelling explained.  "In
view of the heightened interest in the auction, it also makes
sense to hold it in Savannah, since that's where the bankruptcy
court is located," he added.

Mr. Schnelling said that based upon the number of inquiries that
have already been received, he expects a very vigorous and active
auction in which all bids, whether from paper mill restarters or
from real estate developers, will be judged solely on their
merits.  "We have no preference among potential outcomes nor
hidden agenda to accomplish, other than to deliver the maximum
return to the creditors, consistent with our fiduciary
obligations.  That was certainly the case in the selection of the
stalking horse bidder, and will be the case when the winning bid
is submitted to the Bankruptcy Court for approval."

Mr. Schnelling said that he was concerned that recent published
reports in the media may have a chilling effect on the bidding
process by overemphasizing environmental considerations.  "We
believe that it does a disservice to the creditors, many of whom
are former employees of the paper mill, and to the members of the
local community for a potential bidder to use scare tactics and
unsubstantiated reports in order to discourage others from
participating in the auction," Mr. Schnelling stated.

Along with the change in venue, the time for submitting
pre-auction bids has been changed, and they shall be now
submitted to the Trustee, so as to be received on or before
Wednesday, November 23, 2005, 5 p.m. Eastern time.  Further
details on the auction process will be provided to qualified
bidders closer to the actual time of the auction.

The Durango bankruptcy estate includes a "moth-balled" paper mill
situated upon approximately 750 acres of marsh and river-front
land that make up the property of Durango Georgia Paper of St.
Marys, Georgia, along with the plant and equipment formerly
operated as the paper mill and approximately 2700 acres of timber
tracts located near or abutting I-95 in Southeast Georgia,
approximately 35 minutes north of Jacksonville, Florida.

On September 19, 2005, St. Marys Redevelopment Group, LLC, a
sister company of RealtiCorp, a Greenville, South Carolina
commercial real estate development firm, submitted a "stalking
horse bid" indicating an intent to redevelop the mill property as
a mixed-use development, that offers the bankruptcy estate $15
million in cash at closing, plus 18.5% of all future gross
revenues from development sales and from sale of the equipment out
of the closed paper mill.

The Durango estate has been represented in connection with this
transaction by Bridge Associates, LLC, as Trustee, Hilco Real
Estate, LLC of Northbrook, Illinois, as exclusive real estate
advisor, and by Ward Stone, Jr. of Stone & Baxter, LLP, a law firm
based in Macon, Georgia, as counsel.

Headquartered in St. Mary's, Georgia, Durango Georgia --
http://www.durangopaper.com/-- was a nationally recognized
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
Durango's creditors filed an involuntary chapter 7 petition
against it and the Company consented to the petition.  The Company
filed for chapter 11 relief on Nov. 20, 2002 (Bankr. S.D. Ga. Case
No. 02-21669).  George H. Mccallum, Esq., at Stone & Baxter, LLP,
Kate D. Strain, Esq., at Hunter, Maclean, Exley & Dunn, PC, and
Neil P. Olack, Esq., at Duane Morris LLP, represent the Debtor in
its restructuring efforts.  Bridge Associates, LLC, was appointed
as Trustee in the Case under the terms of a Plan of Liquidation
approved by creditors and confirmed by the Bankruptcy Court in
June 2004.


EMPIRE FINANCIAL: Miller Ellin Replaces Sweeney Gates as Auditor
----------------------------------------------------------------
Empire Financial Holding Company engaged Miller, Ellin & Company,
LLP as its principal independent accountant and dismissed Sweeney,
Gates & Co., its former principal independent accountant.

Sweeney's reports for the years ended December 31, 2004, and 2003
did not contain an adverse opinion or disclaimer of opinion and
were not modified as to uncertainty, audit scope or accounting
principles.  However, the opinion did include an explanatory
paragraph relating to the company's ability to continue as a going
concern and uncertainties in connection with pending federal and
state investigations relating to the Company's involvement in
trading in mutual fund shares by its customers.

The decision to change accountants was approved by the Company's
Audit Committee.

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet.  Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities.  Empire
Financial also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

                         *     *     *

                      Going Concern Doubt

The audit report contained in its Annual Report on Form 10-KSB for
the year ended Dec. 31, 2004, contains an explanatory paragraph
that raises doubt about the Company's ability to continue as going
concern because the Company has had net losses from continuing
operations in 2004, 2003 and 2002, a stockholders' deficit and has
uncertainties relating to regulatory investigations.


ENRON CORP: Bankruptcy Court Okays JPMorgan Bilat L/C Agreement
---------------------------------------------------------------
As previously reported, JPMorgan Chase Bank N.A. agreed to issue
letters of credit to various parties and Enron Corp., agreed to
reimburse JPMorgan in the event of any draw upon any of the L/Cs
under a Master Letter of Credit and Reimbursement Agreement, dated
as of June 16, 1995.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that JPMorgan issued seven L/Cs:

     Beneficiary                       Applicant    Draw Amount
     -----------                       ---------    -----------
     Green Country Energy LLC          NEPCO        $14,020,000
     AES Wolf Hollow, L.P.             NEPCO        $25,021,770
     AES Frontier, L.P.                NEPCO         $4,745,130
     Williams Energy Marketing         EPMI         $17,000,000
     Bco Amazonas/Empresa Estatal
       Peroleos Del Ecuador            ELFI          $1,000,000
     CMP London/Manx Elect. Authority  Enron      GBP10,200,000
     Banque Indosuez/Interfert S.A.    Enron         EUR139,749

JPMorgan filed 11 claims in the Debtors' Chapter 11 cases in
connection with the L/Cs:

     Claim No.   Debtor      Basis For Claim            Amount
     ---------   ------      ---------------            ------
       11136     Enron       Reimbursement    at least $62,350,097
       11228     Enron       Subrogation              Unliquidated
       11229     NEPCO       Subrogation              Unliquidated
       11230     EPMI        Subrogation              Unliquidated
       11231     ELFI        Subrogation              Unliquidated
       11232     EES         Subrogation              Unliquidated
       22139     NEPCO       Subrogation              Unliquidated
       22140     NEPCO Pow.  Subrogation              Unliquidated
       22141     Enron Pow.  Subrogation              Unliquidated
       22142     NEPCO Ser.  Subrogation              Unliquidated
       24514     EEPC        Subrogation               $14,020,000

On December 26, 2002, JPMorgan filed a complaint against EEPC in
the United States District Court for the Southern District of New
York to recover the $14,020,000 owed under the Green Country L/Cs
plus interest, costs and expenses.

On December 24, 2002, JPMorgan filed a complaint in the
Bankruptcy Court to recover from Enron an amount equal to the
amounts drawn pursuant to the Green Country, the AES EPC, and the
AES Services L/Cs, plus interest, costs and expenses.

Each of JPMorgan, Enron, NEPCO, EEPC, and NEPCO Power contend
that:

    (1) Green Country drew amounts on the Green Country L/C
        exceeded the amounts to which Green Country was entitled
        under the Engineering and Construction Agreement, dated as
        of November 1, 1999, between NEPCO and Green Country and
        under the Equipment Procurement Agreement, dated as of
        November 1, 1999, between NEPCO Procurement and Green
        Country, and

    (2) if the amounts drawn were proper at the time of each
        drawing, Green Country has since retained an amount in
        excess of that portion, if any, that it is entitled
        to retain.

Each of JPMorgan, Enron, NEPCO, EEPC, and NEPCO Power also
contends that Green Country, Cogentrix, and Cogentrix of
Oklahoma, Inc., have wrongfully retained and are wrongfully
retaining the Green Country Overdraws.

On February 24, 2003, JPMorgan filed an amended complaint in the
Bankruptcy Court against Green Country, Cogentrix of Oklahoma,
and Cogentrix Energy to recover the amount of the Green Country
Overdraws.

By Cross-Complaint dated December 1, 2003, entitled Bayerische
Hypo-Und Vereinsbank AG v. Banca Nazionale Del Lavoro S.p.A.,
certain of the Enron Entities sought to recover the amount of the
Green Country Overdraws from Green Country, Cogentrix and
Cogentrix Oklahoma.

On January 9, 2004, the Debtors filed an avoidance action against
various parties, including JPMorgan.  In the complaint, the
Debtors objected to claims filed by JPMorgan in connection with
the Bilat L/C Agreement.

The Reorganized Debtors and JPMorgan have reached a settlement
agreement that resolves their disputes.

The salient terms of the Bilat L/C Settlement Agreement are:

  (1) Assignment of Causes of Action.  JPMorgan will assign,
      without recourse, to Enron, any and all claims and causes of
      action that JPMorgan has or may have against Green Country,
      AES Wolf Hollow, AES Frontier, Cogentrix and Cogentrix
      Oklahoma or any of their affiliates based upon the Green
      Country, the AES EPC, and the AES Services L/Cs and the
      Green Country Project.

  (2) Assigned Actions Representations.  JPMorgan will make the
      assignment of the Assigned Actions without any
      representation or warranty that any of the Assigned Actions
      are valid or meritorious, and Enron acknowledges that any or
      all of the Assigned Actions may be diminished, in whole or
      in part, by legal and factual defenses, claims of offset,
      claims of avoidance, and similar matters.

  (3) Assistance in Assigned Actions Litigation.  JPMorgan will
      use its reasonable best efforts to cooperate in Enron's
      efforts to pursue the Assigned Actions.  Enron agrees that
      it will use its reasonable best efforts to minimize any
      inconvenience to JPMorgan, or any current or former officer,
      director, employee, or agent thereof, which may result from
      Enron's efforts to pursue the Assigned Actions.

  (4) Litigation Costs and Expenses.

      * In the event that Enron determines to pursue one or more
        of the Assigned Actions, Enron will thereafter bear the
        costs of prosecuting the Actions.  Enron will also
        thereafter bear the costs of defense of claims that are
        brought by a defendant in the Assigned Actions against
        JPMorgan, subject to certain conditions.

      * In the event that Enron determines not to pursue one or
        more of the Assigned Actions, the Enron Entities will not
        be responsible for any costs of defending against any
        claim brought against JPMorgan by any third party.

      * JPMorgan will have no responsibility or any liability
        arising from or relating to any claim brought against any
        of the Enron Entities by any third party.

  (5) Recovery and Distribution of Proceeds.  In the event that
      Enron recovers monies associated with the Assigned Actions,
      the proceeds will be allocated and distributed between the
      parties on these terms:

      (a) Green Country L/C.  About 74% of the proceeds
          attributable to the L/C will be distributed to Enron
          while 26% will be distributed to JPMorgan.  The Enron
          Entities will be entitled to deduct from the JPMorgan
          Proceeds:

           (y) 30% of the JPMorgan Proceeds in favor of Enron; and

           (z) an amount equal to 26% of the fees and expenses
               incurred by Enron in connection with the collection
               of the proceeds.

      (b) AES EPC L/C.  The proceeds attributable to the L/C will
          be distributable in this order and amounts:

           (1) 30% of the proceeds, to Enron;

           (2) 100% of the fees and expenses incurred by Enron in
               connection with the collection of the proceeds; and

           (3) the balance of the proceeds, to JPMorgan.

      (c) AES Services L/C.  The proceeds attributable to the L/C
          will be distributable in this order and amounts:

           (x) 30% of the proceeds, to Enron;

           (y) 100% of the fees and expenses incurred by Enron in
               connection with the collection of the proceeds; and

           (z) the balance of the proceeds, to JPMorgan.

  (6) Dismissal of Actions.  The parties will file stipulations
      dismissing the EEPC Action and the JPMorgan LC Adversary
      with prejudice.

  (7) Allowance/Disallowance of Claims.  Claim Nos. 11228, 11229,
      11232, 22140, 22141 and 22142, will be deemed disallowed and
      expunged in their entirety.  The remaining claims will be
      will be deemed allowed as Joint Liability Claims in these
      amounts and Classes:

       Claim No.   Debtor        Amount        Class
       ---------   ------        ------        -----
        11136      Enron    $79,166,176           4
        22139      NEPCO     46,821,300          67
        24514      EEPC      14,020,000         180
        11230      EPMI      17,000,000           6
        11231      ELFI       1,000,000          39

      The Allowed Claims will be reduced, on a dollar-for-dollar
      basis, to the extent of any monies recovered by the Enron
      Entities from AES Wolf Hollow, AES Frontier, Cogentrix,
      Green Country or Cogentrix Oklahoma in connection with the
      Assigned Actions and paid or deemed paid by the Enron
      Entities to JPMorgan.

  (8) Distributions on Allowed Claims.  The Allowed Claims will
      constitute Litigation Trust Claims and no distributions will
      be made pursuant to the Plan with respect thereto until
      entry of a Final Order in the Recovery Action with respect
      to the claims and causes of action asserted against JPMorgan
      and its affiliates.

      The amounts received by JPMorgan under the Allowed Claim
      with respect to the L/Cs will be capped:

          Letter of Credit         Maximum Amount
          ----------------         --------------
           Green Country             $43,786,900
           AES EPC
           AES Services

           Williams                  $17,000,000

           Empressa                   $1,000,000

      JPMorgan will return any excess amounts to the Enron
      Entities, pro rata, based on the amounts received from
      those entities.

  (9) Delivery of Funds.  If and to the extent that JPMorgan
      recovers any amounts from any third party with respect to
      the Green Country Overdraws, whether on the Assigned
      Actions, the claims made in the Cogentrix Lawsuit, or
      otherwise, JPMorgan will notify Enron, NEPCO and EEPC of
      the recovery and deliver all the monies to Enron.

(10) Releases.  JPMorgan will be deemed to have irrevocably and
      unconditionally forever released the Enron Entities from
      claims and causes of action connected with the Bilat L/C
      Agreement and the JPMorgan L/C Adversary.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors asked the Court to approve the Bilat L/C
Settlement.

The Court approves the stipulation.

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

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


ENRON CORP: Coyote Springs Holds $90 Mil. Allowed Unsecured Claim
-----------------------------------------------------------------
EPC Estate Services, Inc., formerly known as National Energy
Production Corporation, and Coyote Springs 2, LLC, are parties to
a Turnkey Engineering Procurement and Construction Agreement,
dated July 21, 2000.  The agreement provides for NEPCO's design,
engineering, procurement, construction and commissioning of a
280-MW combined cycle gas-fired electric power generation
facility owned by CS2 and located in Morrow County, Oregon.

Enron Corp. guaranteed NEPCO's obligations under the Construction
Agreement pursuant to a Guaranty dated July 21, 2000.

NEPCO was unable to complete construction of the Coyote Springs
Facility and, in April of 2002, NEPCO was removed as the
contractor.

On October 15, 2002, CS2 filed Claim Nos. 13030 and 13040 against
NEPCO and Enron in connection with non-completion of the
Facility.

The Reorganized Debtors objected to the claims.

To avoid unnecessary expenses and litigation, the parties
stipulate that:

    (1) Claim No. 13030 will be allowed as a Class 67 general
        unsecured claim against NEPCO for $45 million;

    (2) Claim No. 13040 will be allowed as a Class 185 Enron
        guaranty claim for $45 million;

    (3) the Allowed Claims include delay liquidated damages to the
        limit provided for by Section 20.3 of the Construction
        Agreement;

    (4) the Allowed Claims cannot be disallowed under Section
        502(d) of the Bankruptcy Code;

    (5) the Objection is withdrawn with prejudice; and

    (6) they will exchange mutual releases of claims in connection
        with the Construction Agreement.

The Court approves the stipulation.

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

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


ENRON CORP: Court Allows ECP Estate Unsec. Claims for $12.3-Mil.
----------------------------------------------------------------
As previously reported, East Coast Power, LLC, filed Claim Nos.
22089 and 22090, each for $6,606,357 on Nov. 25, 2002, against
Enron Corp. and EPC Estate Services, Inc., formerly known as
National Energy Production Corporation.

On March 9, 2005, Enron filed an Estimation Objection with
respect to the ECP Claims.

ECP was an appellant in an appeal before the Superior Court of
New Jersey, Appellate Division, pursuant to which, among other
things, ECP sought to retain up to $2,196,000 from a New Jersey
lien pool.

Pursuant to a stipulation, the parties agree that:

    (1) Claim No. 22089 will be allowed as a Class 185 Enron
        guaranty claim for $6,139,00;

    (2) Claim No. 22090 will also be allowed as a Class 67 general
        unsecured claim against NEPCO for $6,139,000;

    (3) ECP represents and warrants that:

        (a) the NJ Appellate Court has rendered a final decision
            against ECP in the NJ Lien Pool Appeal, and

        (b) ECP has not received and is not party to any agreement
            or understanding pursuant to which it will receive any
            portion of the Lien Pool Amount;

   (4) If ECP receives any amount from the Lien Pool prior to
       receiving distributions on the Allowed Claims, the amount
       of each of the Allowed Claims will be reduced by the amount
       of the Lien Pool Refund.  If ECP receives a Refund after
       receiving the claim distributions, ECP will promptly pay to
       Enron an amount equal to the difference between:

       (x) the distribution received by ECP under the Plan on
           account of the Allowed Claims, and

       (y) the distribution ECP would have received under the Plan
           on account of Allowed Claims if the Allowed Claims had
           been reduced by the amount of the Lien Pool Refund;

   (5) The Objection will be withdrawn; and

   (6) They will mutually release each other from any obligations
       under the ECP Claims.

The Court approves the stipulation.

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

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


FEDERAL-MOGUL: Wants Court Nod to Perform Under U.K. Settlement
---------------------------------------------------------------
On September 26, 2005, Federal-Mogul Corporation and several of
its constituencies in their Chapter 11 bankruptcy proceedings
reached an agreement with the administrators of Federal-Mogul's
U.K. affiliates, which would allow Federal-Mogul to retain the
businesses and other assets of its UK affiliates in exchange for
certain monetary amounts and reserves.

                The U.K. Global Settlement Agreement

The U.K. Global Settlement Agreement, according to James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, in Wilmington, Delaware, is a comprehensive resolution
of disputes between the Plan Proponents and the Administrators as
to the reorganization of the U.K. Debtors.  Those disputes, which
have centered on the valuation of and the law applicable to
asbestos personal injury claims and pensions-related claims
against the U.K. Debtors, have been a primary obstacle to
confirmation of the Plan and the successful conclusion of cross-
border plenary insolvency proceedings.

As a result of those disputes, the Administrators have for some
time been engaged in efforts to market and sell the assets and
businesses of the U.K. Debtors pursuant to U.K. insolvency laws.
In the view of all parties, the non-consensual liquidation of the
U.K. Debtors was less desirable than a coordinated and consensual
reorganization of the U.K. Debtors pursuant to the U.S. and U.K.
insolvency laws.

The U.K. Global Settlement Agreement resolves the parties'
disputes and thereby avoids the liquidation of the U.K. Debtors
and a clash of U.S. and U.K. jurisdictions, Mr. O'Neill says.
The U.K. Global Settlement Agreement thus removes a principal
obstacle to confirmation of the Plan and opens the path towards
the successful conclusion of the cross-border insolvency
proceedings.

The U.K. Global Settlement Agreement, in sum, provides for the
prompt and coordinated resolution of the U.K. administration
proceedings.  Specifically, the Administrators have agreed to
propose and recommend schemes of arrangement or company voluntary
arrangements for the U.K. Debtors in accordance with the terms of
the U.K. Global Settlement Agreement.

The CVAs or Schemes, if approved by the requisite vote of
creditors in accordance with U.K. insolvency laws, will provide
for the resolution and treatment of most claims against the U.K.
Debtors with the notable exception of U.S., Canadian and certain
other "rest of world" current and future asbestos personal injury
claims against the U.K. Debtors and Intercompany Claims.

The resolution and treatment of the U.S. APICs will instead be
dealt with pursuant to the Plan and, specifically, the Section
524(g) asbestos trust to be created pursuant to the Plan, Mr.
O'Neill explains.  For all other claimants against the U.K.
Debtors, the U.K. Global Settlement Agreement provides that they
will be entitled to the distributions they are to receive
pursuant to the CVAs or Schemes.

The U.K. Global Settlement Agreement provides for certain
reserves and payments to be established and made pursuant to the
CVAs or Schemes.  These reserves and payments will be funded by:

    (a) the substantial cash owned by the U.K. Debtors and
        controlled, under the laws of the United Kingdom, by the
        Administrators; and

    (b) the proceeds of certain intercompany loan notes held by
        T&N Limited.

                         Funds                         Maximum
                        Required         Maximum       Value of
                          For            Value of      Non-U.K.
                       Clause 8(e)      Section 75   Intercompany
  Company                Reserve          Claim         Claim
  -------              -----------      ----------   ------------
  F-M Friction       GBP52,060,000   GBP32,890,000              -
  F-M Eurofriction         930,000         110,000              -
  F-M Sealing            2,730,000       1,410,000              -
  F-M Sintered           7,480,000       5,150,000              -
  F-M Aftermarket        7,150,000       4,390,000              -
  F-M Sealing            3,000,000       9,180,000      GBP80,000
  F-M Bradford           3,600,000      19,260,000        970,000
  F-M Camshaft           5,300,000       4,140,000              -
  F-M Camshafts          4,500,000       2,900,000              -
  F-M Powertrain         1,800,000       3,810,000         10,000
  F-M Systems              940,000         150,000              -
  TBA Industrial         6,450,000      11,580,000              -
  F-M Engineering          500,000               -              -
  F-M Technology         3,460,000       3,290,000              -
  F-M Bridgwater         4,840,000       4,120,000         50,000
  F-M RPB Shoreham         990,000               -              -
  F-M Ignition           7,000,000               -     36,500,000
  F-M Sealing (Cardiff)  3,000,000               -     18,610,000
  F-M Sealing Systems      240,000               -              -
                       -----------    ------------   ------------
                    GBP115,970,000  GBP102,380,000  GBP56,220,000

Other noteworthy provisions of the U.K. Global Settlement
Agreement include:

    a. A U.K. Asbestos Trust or Trusts will be established for the
       purpose of making payments to holders of current and future
       asbestos-related personal injury claims against the U.K.
       Debtors by persons domiciled in the United Kingdom and
       Australia, as well as so-called Cape claims against T&N.

    b. In consideration for the treatment of the claims of the
       Pension Protection Fund under the U.K. Global Settlement
       Agreement, which claims will arise once the Administrators
       have summoned meetings of the members and creditors of the
       U.K. Debtors to consider and vote on CVAs for those
       companies, the Pension Protection Fund agrees that it will
       not seek to recover pension shortfalls from any of the
       Debtors or their affiliates and certain parties associated
       with the Debtors, and will release the Debtors, their
       affiliates, and those associated entities from any claims
       relating to the pension schemes.

    c. Federal-Mogul will grant certain indemnities under the U.K.
       Global Settlement Agreement, which will be entitled to
       administrative expense status in the U.S. Chapter 11 cases.

    d. The Plan Proponents will support approval of the CVAs or
       Schemes for the U.K. Debtors consistent with the U.K.
       Global Settlement Agreement, and the Administrators and the
       Pension Protection Fund will support the Plan.

The U.K. Effective Date is required to occur no later than
February 28, 2006, although the date may also be extended.  The
U.K. Effective Date, importantly, is not conditioned on the prior
or concurrent effectiveness of the Plan.

A full-text copy of the U.K. Global Settlement is available at no
cost at http://bankrupt.com/misc/UKGlobalSettlement.pdf

Federal-Mogul and its affiliated U.S. Debtors and the
Administrators for the U.K. Debtors ask Judge Lyons to:

    (a) authorize, but not require, the Debtors to enter into and
        perform their obligations under the U.K. Global Settlement
        Agreement; and

    (b) recognize and defer to the insolvency laws and procedures
        in the United Kingdom by authorizing:

        (1) the U.K. Debtors to take any and all actions necessary
            and appropriate to give effect to the CVAs or Schemes
            to be proposed and recommended by the Administrators
            in the United Kingdom in respect of the U.K. Debtors,
            in accordance with the provisions of the Companies Act
            1985 and the Insolvency Act 1986, should those CVAs or
            Schemes become effective in accordance with U.K. law;
            and

        (2) the claims of all creditors of the U.K. Debtors,
            except holders of U.S. APICs and Intercompany Claims,
            to be satisfied under the CVAs or Schemes, after a
            process of proving or allowing those claims in
            accordance with U.K. law and procedure, provided that
            those CVAs or Schemes become effective in accordance
            with U.K. law.

                           Progress Made

Mr. O'Neill relates that on September 30, 2005, the Pensions
Regulator in the United Kingdom granted a clearance, which states
in effect that the Pensions Regulator will not pursue claims
against the Debtors or the reorganized Debtors on account of the
U.K. Debtors' two largest pension schemes.

That clearance, together with the agreement of the Pension
Protection Fund in the United Kingdom to the U.K. Global
Settlement Agreement, constitute the agreement of the pension-
related parties in the United Kingdom to the U.K. Global
Settlement Agreement, whose approbation is an essential element
of a successful resolution of the U.K. Debtors' administration
proceedings.

Additionally, the Administrators have filed applications in the
U.K. Court seeking directions that:

    (1) the Administrators may, or are at liberty to, propose the
        CVAs or Schemes to give effect to the terms of the U.K.
        Global Settlement Agreement; and

    (2) the holders of future asbestos personal injury claims
        against the U.K. Debtors are both capable of being bound
        and having their claims compromised by the CVAs or Schemes
        and may prove their claims in a U.K. liquidation
        proceeding.

The U.K. Court has scheduled a hearing on those applications for
directions, Mr. O'Neill says.

Mr. O'Neill adds that the Plan Proponents and the Administrators
have negotiated, agreed upon, and executed a Cooperation
Agreement on tax-related matters contemplated under the
Settlement Agreement.

Moreover, the Debtors are in well-advanced discussions with
Citicorp USA, Inc., as Administrative Agent for the Debtors' DIP
financing facility, concerning the amendment to the DIP Facility
necessary to enable the Debtors to fund an offer for certain
intercompany loan notes, Mr. O'Neill relates.

                        Actions to be Taken

The Plan will be amended to provide that creditors of the U.K.
Debtors, other than U.S. APICs and Intercompany Claims, will have
their claims satisfied from the distributions they have received
or will receive under the CVAs or Schemes.

Claims against the U.K. Debtors will not be treated under the
Plan absent consensual arrangements between the Plan Proponents
and applicable parties.  Instead, the treatment provided by the
CVAs or Schemes will be granted comity under the Plan.

                      Proceedings Envisioned

According to Mr. O'Neill, the Administrators will, after receipt
of appropriate directions from the U.K. Court, propose CVAs or
Schemes to, among other things, establish reserves and make the
payments to creditors called for in the U.K. Global Settlement
Agreement.

The CVAs or Schemes are the mechanisms by which the U.K. Debtors
will exit from their U.K. administration proceedings and function
much like a plan of reorganization does in a U.S. chapter 11
proceeding, Mr. O'Neill explains.  The CVAs or Schemes will
specify the mechanisms, among others, for proving and allowing
claims and how the dividends, which creditors are to receive on
account of their claims, will be calculated.

The CVAs, Mr. O'Neill says, will contain a short explanation why,
in the opinion of the Administrators, the CVA is desirable and
why the companies' creditors may be expected to concur with the
CVA.  The creditors will vote as a single class to approve the
CVA, with approval requiring a majority vote in excess of three-
fourths in value of creditors voting on the resolution.

In addition, more than one-half in value of the shareholders
voting at the shareholders' meeting for each company must vote to
approve the proposed CVA.  If the votes are obtained, the CVA
will become effective and binding upon all creditors, whether or
not they voted in favor of the CVA, without further action from
the U.K. court, provided that no challenge is made to the CVA
under Section 6 of the Insolvency Act 1986.

If Schemes for the U.K. Debtors are proposed, in accordance with
the provisions of Sections 425 and 426 of the Companies Act 1985,
the Schemes will be prepared and distributed to creditors along
with an explanatory statement and a notice of a meeting of
creditors to consider the Schemes.

Under the Schemes, the creditors of each of the U.K. Debtors for
whom Schemes are proposed will be divided into classes.  Each
class of creditors will separately vote on the Scheme for the
relevant U.K. Debtors, with a majority in number representing
three-fourths in value of those voting at each meeting needing to
accept the Scheme.

Assuming the votes are obtained, Mr. O'Neill explains, the
Schemes will be presented to the U.K. Court for sanction.  If
that sanction is granted, the Schemes will become effective upon
filing with the U.K. Companies Registry and will bind all
creditors of the U.K. Debtors to whom the Schemes are applicable,
whether or not they voted at the meetings.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 96;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Resolving Owens-Illinois Dispute for $4.8 Million
----------------------------------------------------------------
In June 1999, Owens-Illinois, Inc., filed a complaint against T&N
Limited seeking over $1.6 billion in damages on account of its
historical expenditures in defending and resolving asbestos cases
since the 1970s.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, in Wilmington, Delaware, relates that among other
things, Owens-Illinois asserted that T&N conspired for more than
three decades with:

    -- Cape Asbestos Co. Ltd., now known as Cape PLC, a U.K.
       asbestos company not affiliated with the Debtors; and

    -- Johns-Manville Corp.,

in the sale of asbestos fiber, allegedly hiding the hazards of
asbestos to asbestos product end-users.

Owens-Illinois further represented that had it known about these
hazards, it never would have entered the asbestos insulation
product business, Mr. O'Neill says.

T&N disputed Owens-Illinois' allegations and asserted numerous
defenses.

Owens-Illinois subsequently amended the complaint to add Federal-
Mogul as a defendant in the Litigation, alleging various causes
of action against Federal-Mogul.  Federal-Mogul disputed each of
those allegations.

In December 2000, Owens-Illinois, T&N and Federal-Mogul entered
into a Confidential Settlement and General Mutual Release to
settle the Litigation for a $10 million payment.  The 2000
Agreement required payment of the first half of the settlement
proceeds by mid-October 2001, with the remaining $5 million due
and payable by mid-October 2002.  Due to the filing of Federal-
Mogul's Chapter 11 cases, neither installment was paid.

Although the only parties executing the 2000 Agreement were
Owens-Illinois, T&N and Federal-Mogul, the 2000 Agreement defined
T&N and Federal-Mogul to include their affiliates, divisions,
related companies, subsidiaries, predecessors, successors and
assigns, Mr. O'Neill points out.  Hence, Owens-Illinois has
asserted that the 2000 Agreement evidences assent by Federal-
Mogul, T&N and their affiliates to be jointly and severally
liable to Owens-Illinois for the $10 million settlement amount.

Consequently, Owens-Illinois asserted 23 claims for $10 million
against each of the U.S. Debtors.  Owens-Illinois also notified
the Administrators for the U.K. Debtors that it asserted claims
for $10 million against T&N and 13 of its subsidiaries in their
U.K. administration proceedings.

Based on the nature of Owens-Illinois' Claims, the Debtors
classified the Claims as Indirect Asbestos Personal Injury Claims
under the Third Amended Joint Plan of Reorganization.

On September 29, 2004, Owens-Illinois filed a preliminary
objection to the Plan, opposing the classification of its Claims
as Indirect APIC.  Consequently, Owens-Illinois served a First
Set of Requests for Admission, Interrogatories and Requests for
Production of Documents on the Debtors, seeking discovery of
information relating to the Plan.

Since the filing of the Preliminary Objection and service of the
Discovery Requests, the parties have engaged in arm's-length
negotiations discussions to resolve the issues between them that
recently culminated in the execution of a settlement agreement.

On October 13, 2005, the Debtors, the Official Committee of
Unsecured Creditors, the Official Committee of Asbestos Claimants
Committee, the Legal Representative for Future Asbestos
Claimants, the Official Committee of Equity Security Holders and
the Agent for the Prepetition Bank Lenders entered into a
Stipulation and Settlement Agreement with Owens-Illinois, Inc.,
which provides for these terms:

A. Effectiveness

    The terms and conditions of the Settlement Agreement will
    apply if the Ultimate Plan -- the Plan, any modification of
    the Plan that does not require re-solicitation of Owens-
    Illinois or an alternative plan of reorganization proposed by
    any or all of the Plan Proponents -- leaves intact the
    treatment of the Claims substantially as provided in the
    Settlement Agreement.

B. Settlement Amount

    On the Effective Date of the Ultimate Plan, Owens-Illinois
    will receive a distribution of not less than $4.8 million
    cash, payable by Federal-Mogul in full satisfaction of the
    Claims.

C. Releases

    On the Effective Date of the Ultimate Plan, these Claims are
    deemed satisfied, waived or withdrawn, with prejudice:

       a. Claims against T&N, Federal-Mogul, any other Debtor and
          any non-Debtor affiliate in relation to the 2000
          Agreement or those that otherwise could have asserted in
          the Litigation; and

       b. Proofs of claim, scheduled claims, motions or requests
          for payment made by Owens-Illinois in the Debtors'
          cases, with the exception of the C&I Claims.

D. Plan Issues

    Owens-Illinois will:

       a. withdraw its Preliminary Objection to the Plan; and

       b. except with respect to the C&I Claims:

          * vote in favor of the Plan or Modified Plan;

          * support the Ultimate Plan;

          * not vote in favor of or support a competing plan while
            either a Plan or Modified Plan is pending;

          * support the Ultimate Plan; and

          * waive any objection to confirmation of the Ultimate
            Plan.

Federal-Mogul will advance the payment of the Settlement Amount,
on behalf of certain other Debtors and non-Debtor affiliates who
have or may bear some of the responsibility for a portion of the
Settlement Amount other than that portion for which Federal-Mogul
has agreed to be responsible.

Accordingly, the Debtors ask the Court to:

    a. approve their settlement agreement with Owens-Illinois; and

    b. direct the other Debtors and certain non-Debtor affiliates
       to reimburse Federal-Mogul for their appropriate share in
       the Settlement Amount.

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


FIRST BANCORP: Fitch Pares Rating to BB After SEC Audit Inquiry
---------------------------------------------------------------
Fitch has lowered the ratings of First BanCorp and its subsidiary,
FirstBank Puerto Rico, to 'BB' from 'BBB-' and to 'B' from 'F3'.
In addition, the Individual Rating has been downgraded to 'C/D'
from 'C'.  The ratings have all been removed from Rating Watch
Negative.  The Rating Outlook is Negative.

This rating action follows the announcement that the Securities
and Exchange Commission has issued a formal order of investigation
into FBP.

FBP has disclosed that its Audit Committee concluded that
mortgages reported as being purchased from R&G Mortgage were
improperly classified as mortgage loans rather than treated as
commercial loans.  The reclassification stems from the underlying
transactions failing to meet all the tests of a true sale for
financial reporting purposes.  The review, which remains ongoing,
will also be covering similar contracts made with other financial
institutions including Doral Financial Corporation.

Fitch believes the mortgage purchase activity conducted by FBP is
the focal point of the SEC investigation, and that Fitch believes
it is likely that the review of such transactions will necessitate
that FBP restate its previously released financial statements.
Management has indicated such restatements, if required, could
reach back to 2000.  The timing and magnitude of such restatements
are uncertain at this time.

Fitch's rating action also recognizes that the financial
restatement process likely could result in pressure on capital
ratios as well as the need for increased loan loss reserves and
changes in previously reported levels of net income.  The
potential disruption in funding is an equally important factor in
Fitch's rating action.

Mortgage loans serve as a key piece of collateral in FBP's funding
arrangements.  If the mortgage loans in question are deemed to
have not been purchased by FBP, its available collateral pool for
funding could be reduced.  FBP's funding profile also shows a
heavy reliance on brokered deposits, a source of funds that the
regulators may restrict FBP's use of until greater certainty on
the financial restatement process is achieved.

Further pressuring capitalization and increasing the risk related
to uncertain funding plans, FBP has undergone significant growth
in its commercial loan portfolio during the first half of 2005,
exclusive of the above-mentioned reclassification.  Growth in the
first half of 2005 reduced the total risk-based capital ratio by
nearly 200 basis points based on FBP's regulatory report filing.
Management will need to revisit growth plans and likely seek ways
to restrain asset growth until greater certainty can be achieved
regarding available sources of funds.

Fitch's expectation considers the likelihood that capital ratios
would not fall below the technical regulatory parameters of a
well-capitalized institution.  Looking forward, FBP's return to
normal growth will likely necessitate increased levels of overall
capital, with attention paid to ensure there is appropriate
balance between common equity and more expensive forms of
preferred and hybrid instruments.

Resolution of the Negative Outlook will focus on the near-term
challenges related to management's ability to effectively balance
growth with potential near-term funding issues.  A return to a
Stable Rating Outlook will not likely precede the conclusion of
the accounting, financial, and SEC investigation, release of
audited financial statements, and a period of steady-state
performance at FBP.  The Negative Outlook also considers the
possibility that the ongoing investigation may produce additional
findings, and operational and regulatory challenges.

These ratings are downgraded:

   First BanCorp

     -- Long-term issuer to 'BB' from 'BBB-';

     -- Short-term to 'B' from 'F3';

     -- Individual to 'C/D' from 'C'.

   FirstBank Puerto Rico

     -- Long-term issuer to 'BB' from 'BBB-';

     -- Subordinated debt to 'BB-' from 'BB+';

     -- Long-term deposit obligations to 'BB+' from 'BBB';

     -- Short-term issuer to 'B' from F3';

     -- Individual to 'C/D' from 'C'.

Fitch also rates First BanCorp and FirstBank Puerto Rico as
follows:

     -- Support '5'.


FOAMEX INT'L: Court Sets December 8 as General Claims Bar Date
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 17, 2005, Foamex International Inc., and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to establish a deadline by which all entities holding
prepetition claims, other than governmental units, must file
proofs of claim.

                     December 8 Deadline

The Honorable Peter J. Walsh of the District of Delaware
Bankruptcy Court set December 8, 2005, as the deadline for all
entities holding a prepetition claim against the Debtors to file a
proof of claim.  That date is 45 days after the Bar Date Notice
Package were mailed.  Bar Date Notice Packages were mailed to the
Debtors' creditors on Oct. 24, 2005.

Judge Walsh permits any entity asserting claims against the
Debtors for personal or bodily injury and wrongful death arising
out of the 2003 Station Fire to file:

   (a) a consolidated proof of claim with other entities
       asserting claims, provided that the consolidated claim
       identifies all the entities asserting claims through the
       consolidated claim and the amounts asserted by each
       claimant;

   (b) a proof of claim asserting unliquidated claims;

   (c) a proof of claim asserting claims against the Debtors
       provided that the claim identifies the particular Debtors
       against whom the claims are asserted; and

   (d) a proof of claim by and through any authorized agent.

The Court does not require ACE American Insurance Company to file
any proofs of claim in the Debtors' bankruptcy cases.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FREEDOM RINGS: Can Use Up to $500K of Krispy Kreme Cash Collateral
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Freedom Rings, LLC, access to $500,000
of Krispy Kreme Doughnuts Corporation's cash collateral.

                        Prepetition Debt

The Debtor is a subsidiary guarantor under a First Lien Credit
Agreement among Krispy Kreme Doughnuts Corporation, Krispy Kreme
Doughnuts, Inc., and other subsidiary guarantors.  The Debtor is
also a subsidiary guarantor under a Second Lien Agreement.  The
Debtor estimates that the amount still outstanding under the
Agreements is $24.1 million.  These loans are secured by first and
second priority liens on all or substantially all of its assets.

The Debtor also owes Krispy Kreme $22.5 million from a Promissory
Note.  This note is unsecured and matured on Oct. 15, 2005.

The Debtor will use the cash collateral to fund its operations,
payroll, and other operating expenses that are necessary to
maintain the value of the estate.

To provide Krispy Kreme with adequate protection required under
Section 363 of the U.S. Bankruptcy Code for any dimunition in the
value of its collateral, the Debtor will grant Krispy Kreme a
superpriority administrative lien on all unencumbered prepetition
assets and all postpetition assets and a junior lien on all
encumbered assets.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million to $50 million in assets and debts.


FREEDOM RINGS: Wants to Walk Away from Two Lease Agreements
-----------------------------------------------------------
Freedom Rings, LLC, asks the Honorable Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware for permission to
reject some unexpired nonresidential real property leases and
abandon some personal properties, effective as of Oct. 31, 2005.

A.  Tilton Properties, Co.

The Debtor wants to reject a lease agreement with Tilton
Properties, Co., for the premises located at 331 Tilton Road in
Northfield, Pennsylvania.  This is the Debtor's former retail
store.  The monthly rental is $6,250 for the first 60 months and
will be increased to $6,875 for the remaining five years.

B.  High Properties

The Debtor wants to reject a lease agreement with High Properties
for the premises located at 197D Greenfield Road, Suite 102 in
Lancaster, Pennsylvania.  This is the Debtor's former warehouse
distribution facility.  The monthly rental is $3,737.20 for the
first year and will be increased to $3,849.37 for another year.

The Debtor contends that these leases are not necessary to its
ongoing business operations.  The Debtor says its rental payments
to the lessors are substantial and will drain its cash resources.

The Debtor also want the lessors to return security deposits and
prepaid rent under the terms of its lease.

The Debtor is currently removing necessary and valuable personal
property from the two locations.  The Debtor wants to abandon the
personal property left behind, which includes fixtures and other
miscellaneous equipment.  The Debtor contends that it has no more
use for the abandoned property and is not necessary for its
ongoing business.

The Court will convene a hearing on the Debtor's request on
Nov. 8, 2005, at 9:30 a.m.  Objections, if any, must be in writing
and served to the Court on Nov. 1, 2005, at 4:00 p.m.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million to $50 million in assets and debts.


GARDENBURGER INC: CapitalSource Forebears Default Until Dec. 15
---------------------------------------------------------------
Gardenburger, Inc., entered into a Ratification and Amendment
Agreement with CapitalSource Finance LLC as of October 17, 2005.

The Ratification and Amendment Agreement amends the Revolving
Credit and Term Loan Agreement, as amended, and requires the
Company to deliver budgets with respect to its expenditure needs
while it reorganizes under Chapter 11.

CapitalSource agrees to continue to provide advances to the
Company under the Loan Agreement, which advances will be used to
finance the Company's working capital needs in accordance with the
expenditure limits set forth in the budgets delivered to
CapitalSource.

Pursuant to the Amendment, the Company acknowledges that it has
defaulted on its obligations under the Loan Agreement and is
unconditionally liable, as of October 14, 2005, for an aggregate
unpaid principal amount of $8,026,345.15, accrued and unpaid
interest of $31,656.14, and accrued and unpaid fees in the amount
of $1,009.87, plus accruing interest, fees and expenses incurred
by CapitalSource.

CapitalSource agrees to make loans and other financial
accommodations to the Company, as well as forbear from exercising
its rights and remedies under the Loan Agreement, until the
earliest of:

    (1) the date that the Court terminates the interim financing
        order pursuant to which the Amendment was entered into;

    (2) the date that the chapter 11 case is converted to one
        under Chapter 7 of the United States Bankruptcy Code;

    (3) the date that the chapter 11 case is dismissed;

    (4) the date that a trustee or examiner is appointed without
        the consent of CapitalSource;

    (5) the date that the arrangements between the Company and any
        of Wells Fargo Bank, National Association acting through
        its operating division, Wells Fargo Business Credit, and
        GB Retail Funding, LLC, which will refinance the loans
        made by CapitalSource to the Company, are terminated or
        materially modified such that there exists a material risk
        that the obligations owed by the Company to CapitalSource
        under the Loan Agreement and the Amendment will not be
        paid in full to CapitalSource on or before December 15,
        2005;

    (6) the date that any indebtedness or obligation of the
        Company to any of the Replacement Lenders or any other
        lender has priority superior or pari passu to any of the
        obligations owed by the Company to CapitalSource;

    (7) the date that there is a filing by the Company of a plan
        of reorganization that is adverse to CapitalSource in its
        sole discretion;

    (8) December 15, 2005;

    (9) the date that there is a new default by the Company; or

   (10) the date that any of the Replacement Lenders or Annex
        Holdings I L.P., a subordinated lender of the Company,
        challenges or contests the validity of the Amendment, the
        Loan Agreement, any of the Company's obligations under the
        Amendment or the Loan Agreement, or the priority of any
        lien granted by the Company to CapitalSource.

A full-text copy of the Ratification and Amendment Agreement is
available for free at http://ResearchArchives.com/t/s?27f

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  As of June 30, 2005, the Company reports
$20.2 million in total assets and $40.2 million in total
liabilities.


GLYCOGENESYS INC: Inks $20-Million Stock Deal with Fusion Capital
-----------------------------------------------------------------
GlycoGenesys, Inc. (Nasdaq: GLGS - News) has entered into a common
stock purchase agreement with Fusion Capital Fund II, LLC, a
Chicago-based institutional investor, whereby Fusion Capital has
agreed to purchase up to $20 million of GlycoGenesys' common stock
over a 25-month period.

GlycoGenesys has the right to control the timing and the amount of
stock sold to Fusion Capital.

John W. Burns, GlycoGenesys' Sr. VP. and Chief Financial
Officer stated, "We are very pleased to enter into this flexible,
long-term funding agreement that has the potential to fund a large
portion of our operations through 2007.  We will continue to
pursue additional funding opportunities to supplement this
agreement and to help us commercialize GCS-100."

Bradley J. Carver, further commented, "In our commitment to
consummate a strategic transaction we have met with many
pharmaceutical and large biotechnology companies.  Several have
expressed interest in a potential strategic relationship and want
to review the interim data from our bloodborne cancer trials
expected in April 2006 before negotiating an alliance.  Today's
funding is an important step toward having the resources to
achieve this goal."

A full-text copy of the Common Stock Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?282

                      About Fusion Capital

Fusion Capital Fund II, LLC is a broad based institutional
investment fund based in Chicago, Illinois.  Fusion Capital makes
a wide range of investments ranging from special situation
financing to long-term strategic capital.

                       About GlycoGenesys

GlycoGenesys, Inc. -- http://www.glycogenesys.com/-- is a
biotechnology company focused on carbohydrate-based drug
development.  The Company currently is conducting a Phase I dose
escalation trial of GCS-100LE, a unique compound to treat cancer,
in patients with solid tumors at Sharp Memorial Hospital, Clinical
Oncology Research in San Diego, California and the Arizona Cancer
Center at Tucson and at Scottsdale, Arizona.  In addition, the
Company is conducting a Phase I/II dose escalation trial of GCS-
100LE in multiple myeloma at the Dana-Farber Cancer Institute in
Boston, Massachusetts.  Further clinical trials are planned for
2005.  The Company's headquarters are located in Boston,
Massachusetts with a laboratory in Cambridge, Massachusetts.

                         *     *     *

                      Going Concern Doubt

Deloitte & Touche LLP said in its March 29, 2005, report that
there is substantial doubt in the Company's ability to continue as
a going concern pointing to:

   * the Company's recurring losses from operations,

   * $94.5 million accumulated deficit as of Dec. 31, 2004, and

   * the Company's expectation that it will incur substantial
     additional operating costs for the foreseeable future,
     including costs related to ongoing research and development
     activities, preclinical studies and clinical trials.

The Company received a similar opinion from its independent
auditors for the past four years.

The Company incurred a $4,592,482 net loss for the six-month ended
June 30, 2005.


GMAC COMMERCIAL: Principal Loss Cues S&P to Rate Class F at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of GMAC Commercial Mortgage Securities Inc.'s mortgage
pass-through certificates from series 2003-FL1.  Concurrently, the
rating on class F is placed on CreditWatch with negative
implications.

The raised ratings reflect the strong performance of the
underlying collateral as well as the payoff of 85% of the
transaction.

The CreditWatch placement on class F reflects an expected
principal loss to the class due to a workout fee on the
third-largest loan in the pool.  The loss is expected to be
approximately 1% of class F's outstanding principal balance when
the loan refinances, which should occur at the loan's March 1,
2006, maturity.  A downgrade of class F may result from the loss.

As of the remittance report dated Oct. 12, 2005, the trust's
principal balance was $62.1 million, down from $411.4 million at
issuance.  Four loans remain in the trust, down from 16 at
issuance.  The loans are all senior participations with floating
rates based on a margin over the one-month LIBOR rate.  The junior
participations are held outside the trust and are not part of
the trust collateral.  Principal payments are now allocated to the
certificates sequentially, as opposed to the original pro rata
allocation, because the transaction has paid down to less than 30%
of the original principal balance and six or fewer loans are
outstanding.  The transaction has not experienced a loss to date.

The Hartman portfolio secures the largest loan in the transaction,
which has a junior participation of $2.3 million.  Eighteen
properties in Houston, Texas, with 1.3 million total sq. ft.
secure this loan.  The properties include eight industrial
buildings, eight retail properties that consist of two anchored
and six unanchored buildings, and two office properties.

Because of a fire at one of the properties, this loan is on the
watchlist provided by GMAC Commercial Mortgage Corp., the master
and special servicer.  The fire damage will be repaired by Feb. 1,
2006.  Hurricane Rita did not damage any of the 18 properties.

Net cash flow for the portfolio had increased 20% since issuance
for the year ended Dec. 31, 2004, while occupancy was 88% as of
March 31, 2005, as compared to 94% occupancy at issuance.  The
loan is scheduled to mature Jan. 1, 2006, with one two-year
extension available.

The Upstate New York portfolio secures the second-largest loan,
which has a junior participation of $9.5 million.  Eight office
properties with 343,270 total sq. ft. secure this loan.  Four of
the properties are located in and around Albany, three are in the
Syracuse area, and one is outside of Rochester, New York.  This
loan is on the watchlist provided by GMACCM because of the loan's
upcoming maturity.

Debt service coverage had declined to 2.26x for the year ended
Dec. 31, 2004, from 5.75x for the year ended Dec. 31, 2003 and
4.59x at issuance.  The decline in DSC occurred because of
expenses associated with new leases as well as an error
interpreting the consolidated portfolio's financial performance.

An accurate consolidation of the financial performance for the
eight properties through June 30, 2005, reflects a 21% increase in
NCF over issuance levels.  Occupancy was 82% as of Dec. 31, 2004,
compared with 81% at Dec. 31, 2003, and 77% at issuance.  The loan
is scheduled to mature Jan. 1, 2006, with one two-year extension
available.

The Greenspoint Technology Center, a 300,705-sq.-ft. office
building in Houston, Texas, secures the third-largest loan.  A
junior participation of $11.5 million is held outside the trust.
The loan was modified in August 2004 to extend its maturity to
March 1, 2006, from March 1, 2004; to increase the margin over
LIBOR to 3.75% from 2.75%; and to apply any excess cash flow to
the principal balance.  Hurricane Rita did not damage the
collateral property.

The NCF for the year ended Dec. 31, 2004, was up 41% compared with
the level at issuance, while occupancy was 88% as of Dec. 31,
2004, down from 95% at issuance.  The underlying deal documents
require that a workout fee of 1% of all cash flow received on the
loan be paid to the special servicer.  The fee will cause the
aforementioned principal loss to class F when the balloon balance
is repaid.

The Panavision Office Building in Woodland Hills, California,
secures the smallest loan in the transaction.  This loan also has
a junior participation of $7 million.  The collateral consists of
a 152,454-sq.-ft. office building occupied entirely by Panavision
Inc. under a lease expiring May 31, 2012.  The NCF for the year
ended Dec. 31, 2004, was up 14% from the level at issuance.  The
loan is scheduled to mature March 1, 2006, with one two-year
extension available.

                         Ratings Raised

            GMAC Commercial Mortgage Securities Inc.
       Mortgage Pass-Through Certificates Series 2003-FL1

                    Rating        Credit enhancement (%)
          Class   To      From      (pooled interests)
          -----   --      ----    ----------------------
          B       AAA     AA                     99.87
          C       AAA     A                      67.71
          D       AAA     BBB                    31.32
          E       AA      BBB-                   16.50

              Rating Placed on CreditWatch Negative

            GMAC Commercial Mortgage Securities Inc.
       Mortgage Pass-Through Certificates Series 2003-FL1

                     Rating           Credit enhancement (%)
       Class   To             From      (pooled interests)
       -----   --             ----    ----------------------
       F       BB/Watch Neg   BB                      0.00


HARRIS CORP: Leitch's Shareholders Approve $14 Per Share Buy-Out
----------------------------------------------------------------
Leitch Technology Corporation's (TSX: LTV) shareholders approved
the acquisition of the outstanding common shares of the Company by
Harris Corporation at its Special Meeting of Shareholders held on
October 24, 2005.

Over 77% of the votes cast by Leitch shareholders were in favour
of the arrangement transaction involving Leitch and Harris.  Under
the terms of the Arrangement, Leitch shareholders will receive
$14 in cash for each common share of Leitch.

The Arrangement is expected to be completed following the receipt
of a final order of the Ontario Superior Court of Justice.

                     About Leitch Technology

Leitch Technology Corporation -- http://www.leitch.com/--  
provides software for professional digital video.

Located in Melbourne, Florida, Harris Corporation provides
communication equipment and services to government and commercial
markets.  The company expects $3 billion in revenue in fiscal
2005.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service affirmed the Baa2 senior unsecured debt
rating for Harris Corporation following the company's announcement
that it intends to acquire Leitch Technology Corporation, a
Canadian provider of video and high definition systems for the
broadcast industry, for approximately $450 million in cash.  The
outlook is stable.

Ratings affirmed include:

   -- Senior Unsecured rating at Baa2
   -- Senior Unsecured MTN program at Baa2
   -- Senior Unsecured Shelf at (P)Baa2
   -- Subordinated Shelf (P)Baa3
   -- Preferred Shelf (P)Ba1
   -- Commercial Paper rating at P-2


HEILIG-MEYERS: Asks Court to Disallow Five Indiana Tax Claims
-------------------------------------------------------------
Heilig-Meyers Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, to disallow five claims filed by the State of Indiana
Department of Revenue.

Indiana DOR has filed seven claims against the Debtors:

               Claim No.            Claim Amount
               ---------            ------------
               000652                    $17,460
               004579                    $49,070
               007222                    $71,070
               010515                   $155,817
               010782                   $119,093
               010866                    $72,160
               010870                   $236,434

The Debtors explain that claim no. 010515 has already been
disallowed pursuant to the Debtors' First omnibus objection to
certain administrative claims order entered on July 31, 2003.

They want claim nos. 000652, 004579, 007222 and 010782 disallowed
because each of these claims is amended by subsequently filed
claims.  Furthermore, they ask the Court to disallow claim no.
010870 because:

   * it amends claim number 010515, a previously filed claim that
     was disallowed by the Court's order dated July 31, 2003, and

   * the claim is based on estimated amounts, relates to filed
     returns for which no tax is due, or relates to an audit
     finalized on September 11, 2001 for which all liability has
     been satisfied.

                       One Allowed Claim

The Debtors seek the allowance of claim no. 010866 in the priority
unsecured amount of $68,164, secured amount of $55, and general
unsecured amount of $3,942.

Heilig-Meyers Company filed for chapter 11 protection on Aug. 16,
2000 (Bankr. E.D. Va. Case No. 00-34533), reporting $1.3 billion
in assets and $839 million in liabilities.  When the Company filed
for bankruptcy protection it operated hundreds of retail stores in
more than half of the 50 states.  In April 2001, the company shut
down its Heilig-Meyers business format.  In June 2001, the Debtors
sold its Homemakers chain to Rhodes, Inc.  GOB sales have been
concluded and the Debtors are liquidating their remaining Heilig-
Meyers assets.  Bruce H. Matson, Esq., Vernon E. Inge, Jr., Esq.,
Katherine Macaulay Mueller, Esq., at LeClair Ryan, represent the
Debtors.


HEWETT'S ISLAND: Fitch Affirms BB Rating on $4.74MM Secured Notes
-----------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by Hewett's
Island CDO, Ltd./Corp.  These affirmations are the result of
Fitch's review process and are effective immediately:

     -- $188,000,000 class A senior secured notes at 'AAA';

     -- $25,000,000 class B senior secured notes at 'AA';

     -- $5,209,756 class X deferrable amortizing senior secured
        notes at 'A+';

     -- $7,000,000 class C deferrable senior secured notes at
        'A+';

     -- $15,000,000 class D senior secured notes at 'BBB';

     -- $4,738,473 class E subordinated secured notes at 'BB'.

Hewett's Island is a collateralized debt obligation, which closed
on Nov. 13, 2002 and is managed by CypressTree Investment
Management Company, Inc.  Hewett's Island is composed of bank
loans and bonds.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward.

In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

These affirmations are the result of stable collateral
performance.  The weighted average rating factor has stayed the
same, at 'BB-/B+' and remains in compliance with the required
minimum credit quality 'BB-/B+'.  As of the most recent trustee
report available, Hewett's Island had no defaulted assets.  Assets
rated 'CCC+' or lower represented approximately 0.8%, excluding
defaults.

Hewett's Island remains in its revolving period until Nov. 15,
2007.  Class X notes are amortizing senior secured notes where
payments of interest and payments are made simultaneously at each
distribution date according to a fixed schedule of payments.
Class E Notes receive 50% of the interest proceeds remaining after
all senior priority payments are made, as per the governing
documents.

As of the last distribution date of Aug. 15, 2005, Class X notes
have been paid down to $5,209,756 from the original notional of
$7,525,000 and Class E Notes have been paid down to $4,738,473
from the original notional of $10,000,000.

The ratings of the classes A and B notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
classes X, C, D, and E notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.


HEXCEL CORPORATION: Sept. 30 Balance Sheet Upside-Down by $8 Mil.
-----------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) reported results for the third
quarter of 2005.  Net sales for the quarter were $276.6 million,
5.1% higher than the $263.1 million reported for the third quarter
of 2004.  Quarterly operating income was $8.7 million, after
reflecting:

    * a litigation settlement expense of $15.8 million,

    * $1.9 million in related legal costs, and

    * $1.0 million in transaction costs related to the secondary
      offering of common shares.

Reflecting the impact of these special items, net income for the
quarter was $1.1 million compared to net income of $4.3 million in
the third quarter of 2004.  The non-cash expense related to
deemed preferred dividends and accretion was $11.8 million
compared to $3.2 million in the third quarter of 2004 and included
a $10.1 million charge related to the August 2005 conversion of
mandatorily redeemable convertible preferred stock in connection
with the secondary offering of common stock.  The resulting net
loss available to common shareholders for the quarter was
$10.7 million compared to net income of $1.1 million for the third
quarter of 2004.

"Despite a Boeing strike and the push-out in the A380 production
schedule, we managed to deliver top line growth over the prior
year for the 11th quarter in a row.  With the strike resolved,
A380 production soon to pick up and the official launch of the new
Airbus A350, we expect our growth trend to continue well into the
future." said Chairman, President and CEO, David E. Berges.
"Despite high oil and energy prices, this was the best third
quarter gross margin in 7 years as we solved many of our second
quarter ramp-up problems by September.  The quarter did have two
significant special items.  First, with rising legal costs, we
decided to settle two previously disclosed carbon fiber litigation
matters during the quarter, subject to final review and approval
by the Department of Justice (Civil Division) and the U.S.
District Court.  Second, the Company incurred expenses related to
the secondary offering and conversion of the mandatorily
convertible preferred stock.  Excluding these special items, we
again delivered great leverage to the bottom line as the Company
would have reported net income of $19.8 million for the quarter,
up $11.7 million on $13.5 million of incremental sales."

Hexcel Corporation develops, manufactures and markets lightweight,
high-performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.

At Sept. 30, 2005, Hexcel Corp.'s balance sheet showed an
$8 million stockholders' deficit, compared to a $44.2 million
stockholders' deficit at June 30, 2005.


ICOS CORP: Lilly ICOS Venture Earns $19.8 Million in 3rd Quarter
----------------------------------------------------------------
Lilly ICOS LLC (NYSE: LLY and Nasdaq: ICOS), ICOS Corporation's
50/50 joint venture with Eli Lilly and Company, reported its
financial results for the quarter ended September 30, 2005.

Lilly ICOS LLC reported net income of $19.8 million, compared to a
net loss of $21.4 million in the 2004 third quarter.  Worldwide
sales of its products Cialis(R) in the third quarter of
2005 totaled $195.1 million, an increase of 27% compared to
$154.1 million in the third quarter of 2004.

"Lilly ICOS has been steadily approaching profitability as a
result of sustained top-line growth and planned reductions in
marketing and selling expenses," stated Paul Clark, ICOS Chairman,
President and Chief Executive Officer.  "We are delighted to have
achieved this important milestone and look forward to growing
Lilly ICOS profitability in the years ahead."

John Bamforth, Lilly Global Marketing Director, added "Cialis
continues to perform well, achieving solid market share across the
Lilly ICOS territories.  In the U.S., market share of total
prescriptions of Cialis reached 24.8% in September 2005, an
increase of 150 basis points from June 2005.  Across Europe,
Canada and Mexico, Cialis captured 32.4% of aggregate market share
in August 2005."

Tadalafil, the active ingredient in Cialis, is also being
evaluated for medical conditions other than erectile dysfunction.
During the third quarter of 2005, a clinical study was completed
in benign prostatic hyperplasia, a condition which can cause a
number of troublesome urinary tract symptoms as a man ages.  Also,
studies were initiated in hypertension and pulmonary arterial
hypertension.

The recently completed study in BPH demonstrated a clinically
meaningful and statistically significant improvement in the
primary endpoint, a reduction in lower urinary tract symptoms, as
measured by the International Prostate Symptom Score.  Results
from the study will be presented at an upcoming medical congress.
Planning is underway for a Phase 3 clinical program in BPH.

                        Financial Results

For the three months ended September 30, 2005, Lilly ICOS
reported net income of $19.8 million, compared to a net loss of
$21.4 million for the three months ended September 30, 2004.  The
shift to profitability results from an increase of $33.1 million
in total revenue and a reduction of $8.0 million in expenses.

Total revenue for the third quarter of 2005 was $162.3 million.
Revenue for the 2005 period includes $8.2 million in royalties on
sales reported by Lilly, compared to $6.2 million in royalty
revenue for the third quarter of 2004.  The increase in total
revenue reflects the continued growth of Cialis in the Lilly
ICOS territories since its 2003 introduction, as well as its
global expansion in countries where Cialis is sold by Lilly.  On a
sequential basis, excluding the impact of changes in foreign
exchange rates, third quarter 2005 European revenues increased
approximately six percent over the 2005 second quarter amount.

Selling, general and administrative expenses were $112.2 million
in the third quarter of 2005, down from $123.2 million in the
third quarter of 2004.  Research and development expenses were
$18 million in the third quarter of 2005, compared to $17.2
million in the third quarter of 2004.

For the nine months ended September 30, 2005, Lilly ICOS
reported a net loss of $23.6 million, compared to a net loss of
$230.6 million for the nine months ended September 30, 2004.  The
decrease is primarily due to $113.9 million of increased revenues
and a $100.7 million reduction of selling, general and
administrative expenses.

                        About Lilly ICOS

Lilly ICOS LLC, a joint venture equally owned by ICOS Corporation
and Eli Lilly and Company, is marketing Cialis, in North America
and Europe, for the treatment of erectile dysfunction.

                         About Eli Lilly

Headquartered in Indianapolis, Indiana, Eli Lilly and Company
develops a portfolio of pharmaceutical products by applying the
latest research from its own worldwide laboratories and from
collaborations with eminent scientific organizations.

                           About ICOS

ICOS Corporation, a biotechnology company headquartered in
Bothell, Washington, is dedicated to bringing innovative
therapeutics to patients.  Through Lilly ICOS LLC, ICOS is
marketing its first product, Cialis (tadalafil), for the treatment
of erectile dysfunction.  ICOS is working to develop treatments
for serious unmet medical conditions such as benign prostatic
hyperplasia, pulmonary arterial hypertension, cancer and
inflammatory diseases.

As of June 30, 2005, ICOS Corp.'s balance sheet reflected a
$57,343,000 equity deficit at June 30, 2005, compared to
$6,528,000 of positive equity at Dec. 31, 2004.


IMPAC SECURED: Moody's Lowers Class B Certificates' Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded and downgraded three
certificates from two transactions issued by Impac Secured Asset
Corp.

The Class M-1 and M-2 certificates from Series 2002-1 are being
upgraded based on the strong performance of the mortgage pool as
well as the level of credit enhancement provided by the
subordinated classes and overcollateralization.

The Class B certificate from Series 2002-3 is being downgraded
based on the weak performance of the mortgage pool and the reduced
credit enhancement level relative to the current projected losses
of the mortgage loan collateral.

Complete rating actions are:

Issuer: Impac Secured Asset Corp.

  Upgrade:

     * Series 2002-1; Class M-1, Upgraded to Aaa from Aa2
     * Series 2002-1; Class M-2, Upgraded to Aa3 from A2

  Downgrade:

     * Series 2002-3; Class B, Downgraded to B1 from Baa2


INTERSTATE BAKERIES: Creditors Panel Hires Shughart as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave the Official Committee of Unsecured Creditors appointed in
Interstate Bakeries Corporation and its debtor-affiliates' cases
permission to retain Shughart Thomson & Kilroy, P.C.,
as co-counsel, effective as of Sept. 1, 2005.

Shughart Thomson will replace Kutak Rock, LLP.

Committee Co-Chairperson Laura L. Moran of U.S. Bank, National
Association, Indenture Trustee, explains that Paul D. Sinclair
has transferred from Kutak Rock to Shughart Thomson.  The
Committee has approved Mr. Sinclair's transfer of the Interstate
Bakeries Corporation matter on September 8, 2005, effective
September 1.

The Committee seeks to retain Shughart Thomson as its attorneys
because of the firm's (i) experience and expertise in the field
of business reorganizations under Chapter 11 of the Bankruptcy
Code, (ii) experience practicing before Western District of
Missouri Bankruptcy Court, and (iii) ability to respond quickly
to legal issues that may arise in the Debtors' cases.

The Committee is familiar with Shughart Thomson's qualifications
because of Mr. Sinclair's role to date representing it in this
case.  Accordingly, the Committee believes the firm is well-
qualified to represent it in these Chapter 11 cases in an
efficient and timely manner.

As co-counsel, Shughart Thomson will:

   (a) advise the Committee with respect to its powers and duties
       under Section 1103 of the Bankruptcy Code;

   (b) take all necessary action to preserve, protect and
       maximize the value of the Debtors' estate for the benefit
       of the Debtors' unsecured creditors, including, but not
       limited to, investigating the acts, conduct, assets,
       liabilities, and financial condition of the Debtors, the
       operation of the Debtors' businesses and the desirability
       of the continuance of such businesses, and any other
       matters relevant to the bankruptcy cases or to the
       formulation of a plan;

   (c) prepare on behalf of the Committee motions, applications,
       answers, orders, reports and papers that may be necessary
       to the Committee's interests in these Chapter 11 cases;

   (d) participate in the formulation of a plan as may be in the
       best interests of the Committee and the unsecured
       creditors of the Debtors' estates;

   (e) advise the Committee in connection with any sales or
       proposed sales of the Debtors' assets;

   (f) appear before this Court, any appellate courts, and the
       United States Trustee to protect the interests of the
       Committee and the value of the Debtors' estates before
       the courts and the United States Trustee;

   (g) consult with the Debtors' counsel on behalf of the
       Committee regarding tax, intellectual property, labor and
       employment, real estate, corporate and litigation matters,
       and general business operational issues; and

   (h) perform any and all necessary legal services and provide
       any and all other necessary legal advice to the Committee
       in connection with these Chapter 11 cases.

Shughart Thomson will be compensated at these hourly rates:

          Professional                         Range
          ------------                         -----
          Shareholders and Of Counsel       $220 - $350
          Associates                        $135 - $225
          Paralegals                         $80 - $125

Mr. Sinclair discloses that prior to 2004, Shughart Thomson
represented the Debtors on matters generally involving employment
issues.  The firm has not received any fees from the Debtors
since January 2004.

During 2005, the firm also performed work at the request of IBC
serving as counsel in a juvenile court appointment, in lieu of
service by an internal attorney with IBC.  That representation is
being transferred to another law firm, Mr. Sinclair says.
Shughart Thomson will withdraw as ordinary course counsel.

The firm has not handled any other matters for the Debtors during
the bankruptcy.

Mr. Sinclair further discloses that before the Petition Date,
Cereal Food Processors, Inc. asked him while he was at Kutak
Rock, to serve as its counsel in the anticipated bankruptcies of
the Debtors.  Subsequent to the Petition Date, Kutak Rock filed a
notice of appearance on behalf of Cereal Food in these cases,
reviewed pleadings, attended first day hearings, and monitored
the cases.  However, with Cereal Food's consent, neither Mr.
Sinclair nor Kutak Rock any longer represents Cereal Food with
regard to the Debtors or the Chapter 11 cases.

Mr. Sinclair assures the Court that Shughart Thomson is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JOHN Q. HAMMONS: S&P Withdraws B Rating on Senior Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and senior secured debt ratings on Springfield,
Missouri-based hotel owner and operator John Q. Hammons Hotels
L.P.  These ratings were placed on CreditWatch with developing
implications on Oct. 18, 2004.

The rating withdrawal reflects:

   -- The completion of the merger of JQH LP's sole general
      partner, John Q. Hammons Hotels Inc., with JQH Merger Corp.,
      an affiliate of JQH Acquisition LLC, an entity formed by
      investor Jonathan Eilian for the purpose of effecting the
      merger, on Sept. 16, 2005; and

   -- JQH Inc.'s purchase, in late September 2005, of all of its
      outstanding 8.875% first-mortgage notes due 2012.

JQH Inc. is the sole general partner of JQH LP and exercises
control over all partnership decisions.  JQH Inc. owns and manages
66 hotels under the brands of Embassy Suites, Holiday Inns, and
Marriott.


KMART CORP: Judge Martin Named Mediator for Critical Vendor Suits
-----------------------------------------------------------------
At the September 28, 2005, status conference regarding the
adversary cases commenced by Kmart Corporation and its
debtor-affiliates against their critical vendors, the U.S.
Bankruptcy Court for the Northern District of Illinois appointed
Judge Robert Martin of the United States Bankruptcy Court for the
Western District of Wisconsin as settlement judge to preside over
the Critical Vendor Mediations.

                    Bangor and Northeast Oppose

The Bangor Publishing Company and Northeast Publishing Co., as
defendants to separate "critical vendor" proceedings, object to
Judge Martin's appointment because, as Kmart Corporation's counsel
recently disclosed, Judge Martin has close personal and family
ties to Gillian Munitz, one of the attorneys representing Kmart in
the Adversary Cases.

David M. Madden, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, believes that Judge Martin's ties to Ms. Munitz will
compromise the judge's ability to act objectively and impartially
in the CV Mediations, and may result in the CV Defendants
receiving unfair treatment.

The CV Defendants understand that the settlement judge will merely
facilitate settlement negotiations between the parties and will
not have binding authority.  Nonetheless, the settlement judge
will presumably have an important role in guiding the settlement
negotiations.

The CV Defendants recognize Judge Martin's superior qualifications
as a bankruptcy judge.  However, due to the conflict of interest
in the present circumstances, they ask Judge Sonderby to appoint
another qualified judge in Judge Martin's stead who may serve
without the appearance of partiality.

               Kmart Proposes to Exclude Objectors

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, points out that
Judge Martin will only serve in the role of a settlement judge,
and will not be asked to make any rulings or even recommendations
back to the Court as to the disposition of the cases.

Mr. Barrett contends that Judge Martin's personal association with
Ms. Munitz does not pose a problem.  He also states that Ms.
Munitz will not participate in the settlement conferences.

Because the CV Defendants have raised concerns in connection with
the selection of Judge Martin, Mr. Barrett proposes to exclude
them from any settlement proceedings set before Judge Martin.

Mr. Barrett tells the Court that most defendants do not view Judge
Martin's association with Ms. Munitz as an issue and that most
defendants look forward to the opportunity, through a court-
sanctioned settlement process, to resolve the claims against them.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LAND O'LAKES: Earns $80.4 Million of Net Income in Third Quarter
----------------------------------------------------------------
Land O'Lakes, Inc., reported its third-quarter and year-to-date
financial results.

Year-to-date, sales are $5.6 billion with net earnings of
$130.6 million, compared to sales of $5.8 billion and net earnings
of $32 million in the first nine months of 2004.  Third-quarter
and year-to-date results include a positive net earnings impact
of $82.6 million due to the gain from the sale of the company's
38-percent ownership in CF Industries, Inc.

Year-to-date results reflect improved earnings in Dairy Foods,
Feed and Seed.  These gains were offset somewhat by losses in the
eggs business, the result of depressed markets in that segment.
Year-to-date financial results also include $8.6 million in
unrealized pretax hedging gains, versus unrealized pretax hedging
losses of $28.3 million over the first nine months of 2004.

For the third quarter, Land O'Lakes is reporting $1.7 billion in
sales and net earnings of $80.4 million, compared to $1.8 billion
in sales and a net loss of $29.9 million in 2004.  Third-quarter
results include unrealized pretax hedging gains of approximately
$0.7 million, as compared to unrealized pretax hedging losses of
$19.9 million for the third quarter of 2004.  Both the year-to-
date and third-quarter sales declines are due primarily to weak
egg markets, with average egg prices over the first three quarters
down 27% from one year ago.  Company officials have indicated in
the past that the third quarter is historically the company's
weakest, falling after the spring Agronomy and Seed season and
before the strong holiday season for Dairy Foods.  Historically,
the fourth quarter is typically the company's strongest.

Bank EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization, as defined in the company's senior credit agreement)
in the third quarter was $92.1 million, versus $47.8 million in
the third quarter of 2004.  For the first nine months of 2005,
Bank EBITDA was $187.3 million, versus $135.5 million last year.
EBIDTA for 2005 was significantly affected by the sale of the
company's ownership in CF Industries.  Excluding the CF industries
sale, year-to-date Bank EBIDTA was $131.5 million.  Land O'Lakes
indicated that it was increasing its full-year Bank EBITDA
forecast from $240 million to $300 million, which includes the
impact of the CF industries sale.

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative with
annual sales of more than $7 billion.  Land O'Lakes does business
in all fifty states and more than fifty countries.  It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies (feed, seed, crop
nutrients and crop protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Moody's Investors Service placed under review for possible upgrade
Land O'Lakes, Inc.'s B1 rated senior secured bank facility, its B2
rated second lien notes, its B3 rated senior unsecured notes, and
its B2 corporate family rating.  Moody's also placed under review
for possible upgrade the capital securities of Land O'Lakes
Capital Trust I.  Land O'Lakes' speculative grade liquidity rating
was upgraded to SGL-2 from SGL-3.

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on agricultural cooperative, Land O'Lakes Inc., to 'B+'
from 'B' and removed the ratings from CreditWatch where they were
placed on Aug. 17, 2005, with positive implications.

At the same time, Standard & Poor's raised its rating on Land
O'Lakes' $200 million senior secured credit facility to 'BB+' from
'B+' and its recovery rating to '1+' from '1', indicating Standard
& Poor's highest expectation for full recovery in the event of a
payment default.  Standard & Poor's also raised its rating on Land
O'Lakes' $175 million 9% senior secured (second lien) notes due
2010 to 'BB-' from 'B' and its recovery rating to '1' from '3',
indicating Standard & Poor's high expectation for full recovery in
the event of a payment default.  The outlook is positive.


LAND O'LAKES: Buying Back $150MM of Senior Notes in Dutch Auction
-----------------------------------------------------------------
Land O'Lakes, Inc., commenced a "modified Dutch auction" tender
offer to purchase for cash up to $150 million aggregate principal
amount of its 8-3/4% Senior Securities due 2011.  The funds
required for Land O'Lakes to consummate the Offer will come from
excess liquidity.

The Offer will expire at 12:00 midnight, New York City time, on
Monday, November 21, 2005, unless extended or terminated earlier.
Tendered Securities may be withdrawn at any time prior to the
expiration date.

Land O'Lakes will use a "modified Dutch auction" procedure to
determine the price for the Securities it purchases in the Offer.
Under that procedure, each holder of Securities will specify a
price at which the holder is willing to sell its securities.  That
price cannot be less than $1,040 per $1,000 principal amount nor
greater than $1,070 per $1,000 principal amount.  After the Offer
expires, Land O'Lakes will accept Securities validly tendered (and
not withdrawn) in the order of the lowest to the highest tender
prices specified or deemed to have been specified by tendering
holders within the price range for the Securities, and will
determine the single lowest price so specified that will enable
Land O'Lakes to purchase the Target Amount.

Land O'Lakes will pay the same Purchase Price per $1,000 principal
amount for all Securities validly tendered at or below the
Purchase Price, plus accrued and unpaid interest thereon to but
excluding the date of purchase.  If the aggregate principal amount
of Securities validly tendered at or below the Purchase Price
exceeds the Offer Amount, then Land O'Lakes will purchase a
prorated amount of all Securities validly tendered at or below the
Purchase Price.  Land O'Lakes intends to pay the Purchase Price
for any Securities it purchases in same-day funds on the second
New York Stock Exchange trading day after the expiration date, or
as soon thereafter as practicable.  Land O'Lakes will return all
Securities that are not purchased in the Offer promptly after the
Offer is completed.

As of October 24, 2005, there was $346,234,000 aggregate principal
amount of Securities outstanding.  The CUSIP number for the
Securities is 514666 AE6.

J.P. Morgan Securities Inc. is acting as dealer manager, MacKenzie
Partners, Inc. is the information agent, and U.S. Bank National
Association is the depositary in connection with the Offer.
Copies of the Offer to Purchase, Letter of Transmittal and
related documents may be obtained from the Information Agent at
(800) 322 2885 (toll free) or (212) 929-5500 (call collect).
Additional information concerning the terms of the Offer,
including all questions relating to the mechanics of the Offer,
may be obtained by contacting J.P. Morgan Securities Inc. at
1-866-834-4666 (toll free) or (212) 834-3424 (call collect).

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative with
annual sales of more than $7 billion.  Land O'Lakes does business
in all fifty states and more than fifty countries.  It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies (feed, seed, crop
nutrients and crop protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Moody's Investors Service placed under review for possible upgrade
Land O'Lakes, Inc.'s B1 rated senior secured bank facility, its B2
rated second lien notes, its B3 rated senior unsecured notes, and
its B2 corporate family rating.  Moody's also placed under review
for possible upgrade the capital securities of Land O'Lakes
Capital Trust I.  Land O'Lakes' speculative grade liquidity rating
was upgraded to SGL-2 from SGL-3.

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on agricultural cooperative, Land O'Lakes Inc., to 'B+'
from 'B' and removed the ratings from CreditWatch where they were
placed on Aug. 17, 2005, with positive implications.

At the same time, Standard & Poor's raised its rating on Land
O'Lakes' $200 million senior secured credit facility to 'BB+' from
'B+' and its recovery rating to '1+' from '1', indicating Standard
& Poor's highest expectation for full recovery in the event of a
payment default.  Standard & Poor's also raised its rating on Land
O'Lakes' $175 million 9% senior secured (second lien) notes due
2010 to 'BB-' from 'B' and its recovery rating to '1' from '3',
indicating Standard & Poor's high expectation for full recovery in
the event of a payment default.  The outlook is positive.


METRIS COMPANIES: Earns $53.7 Million of Net Income in 3rd Quarter
------------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) reported net income of
$53.7 million for the quarter ended September 30, 2005.  This
compares to net income of $61.8 million for the quarter ended
September 30, 2004.

The Company also reported net income of $113.7 million for the
nine-month period ended September 30, 2005.  This compares to net
income of $33.0 million for the nine-month period ended September
30, 2004.

"Our third quarter reflects the improved operating performance we
have seen over the last two years," said Metris Chairman and Chief
Executive Officer David Wesselink.  "These results demonstrate the
improvements in the year to date excess spread, asset quality and
our cash flows, which have allowed us to eliminate all of our
corporate debt and invest more heavily in new marketing programs."

                      HSBC Merger Update

On Aug. 4, 2005, the Company announced a definitive agreement for
HSBC Finance Corporation to acquire Metris in an all-cash
transaction.  Metris will become a wholly owned subsidiary of HSBC
Finance Corporation upon completion of the transaction.  The
acquisition is subject to certain conditions, including resolution
of the potential civil injunctive action of the SEC against Metris
that was disclosed by the Company on July 12, 2005, approval by
the stockholders of Metris, and various regulatory consents.
Metris and HSBC have made all regulatory filings required to date
and continue to expect the merger will be completed in the fourth
quarter.

                         Operating Data

New account originations for the three-month period ended
Sept. 30, 2005 was 249,000 while new account originations for the
nine-month period ended Sept. 30, 2005 was 577,000.  Gross active
accounts were 2.2 million as of September 30, 2005, consistent
with 2.2 million as of December 31, 2004, and September 30, 2004.
The Company's managed credit card loans were $5.8 billion as of
September 30, 2005, compared to $6.6 billion as of December 31,
2004, and $6.8 billion as of September 30, 2004.  The managed
two-cycle plus delinquency rate was 8.0% as of September 30, 2005,
compared to 9.1% as of December 31, 2004, and 9.7% as of September
30, 2004.  The managed net charge-off rate was 12.0% for the third
quarter of 2005, compared to 13.5% in the previous quarter and
14.6% for the third quarter of 2004.

                    Metris Master Trust Data

The three-month average excess spread in the Metris Master Trust
was 8.49% for the quarter ended September 30, 2005, compared to
6.83% for the prior quarter and 5.58% for the quarter ended
September 30, 2004.  The reported two-cycle plus delinquency rate
in the Metris Master Trust was 8.1% as of September 30, 2005,
compared to 9.2% as of December 31, 2004, and 9.7% as of
September 30, 2004.  The three-month average gross default rate
of the Metris Master Trust was 13.9% for the quarter ended
September 30, 2005, compared to 15.5% for the prior quarter and
16.8% for the quarter ended September 30, 2004.

                      Liquidity and Funding

Consolidated total liquid assets were $167.1 million as of
September 30, 2005, representing a $230.0 million decrease from
$397.1 million as of December 31, 2004.  The amount of total
liquid assets held by the parent company and its non-bank
subsidiaries was $92.5 million as of September 30, 2005, compared
to $229.6 million as of December 31, 2004.  The liquidity reserve
deposit held by the Company's bank subsidiary, which is not
included in total liquid assets, was $86.3 million as of September
30, 2005, compared to $79.7 million as of December 31, 2004.

The Company had no corporate debt as of September 30, 2005,
representing a decrease of $373.6 million from December 31, 2004.
The Company made optional prepayments totaling approximately
$79.1 million on its Senior Notes due July 2006 in the third
quarter of 2005.

Asset-backed funding was $4.7 billion, with $160 million in
unused conduit capacity as of September 30, 2005, compared to
$5.3 billion of asset-backed funding, with $840 million in unused
conduit capacity as of December 31, 2004.

Headquartered in Minnetonka, Minn., Metris Companies Inc. --
http://www.metriscompanies.com/-- is one of the largest bankcard
issuers in the United States.  The company issues credit cards
through Direct Merchants Credit Card Bank, N.A., a wholly owned
subsidiary headquartered in Phoenix, Ariz.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2005,
Moody's Investors Service put on review for possible upgrade the
ratings of Metris Companies, Inc. (senior unsecured at B3) and its
bank subsidiary Direct Merchants Credit Card Bank NA (issuer at
Ba3).  The rating action was in response to the announcement that
Metris has agreed to be acquired by HSBC Finance Corporation
(senior unsecured at A1) in an all-cash transaction valued at
$1.6 billion.  The ratings of HSBC Finance Corporation were
affirmed; the outlook remains positive.


MSGI SECURITY: Working Capital Deficit Spurs Going Concern Doubt
----------------------------------------------------------------
Amper, Politzner & Mattia P.C. expressed substantial doubt about
MSGI Security Solutions, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's:

    * recurring losses from operations;
    * negative cash flow from operations; and
    * significant deficit in working capital.

In its Form 10-KSB for the fiscal year 2005 submitted to the
Securities and Exchange Commission on Oct. 14, 2005, the Company
reported a $6,756,284 net loss compared to a $3,311,145 net loss
in fiscal 2004.

                  Capital Resources and Liquidity

The Company reports that it has funded its operations, capital
expenditures and acquisitions primarily through private placements
of equity and debt transactions, and its credit facilities.  At
June 30, 2005, the Company had cash and cash equivalents of
$118,465.

On July 14, 2005, the Company completed and closed on a $3 million
Private Placement with a NY-based investor group.  The Company
believes that this financing, combined with funds on hand and
projected sales will meet their current working capital
requirements and enable the Company to meet interest and debt
obligations including those of the Callable Secured Notes and
payments due to acquire the Company's interest in AONet
International Srl for the next twelve months.  A significant
amount of funds have been invested in new and emerging companies,
and the Company believes it will require an integration period
before their operations generate sufficient cash flows to pay
their obligations.  The AONet facility was principally acquired as
a base of operations and data center for the Company's newly
established legal interception business; and the financial benefit
of this activity is expected to occur in the beginning of 2006.

The Company realized a loss from continuing operations of
approximately $6.6 million for the year ended June 30, 2005.  Cash
used in operating activities from continuing operations was
approximately $4 million.  Net cash used in operating activities
principally resulted from the loss from continuing operations in
addition to increases in accounts receivables and inventories
offset by an increase trade accounts payable and accrued
liabilities for the year ended June 30, 2005, resulting from the
growth of the business and cash flow constraints.  The Company
realized a loss from continuing operations of approximately
$2.1 million for the year ended June 30, 2004.  Cash used in
operating activities from continuing operations was approximately
$2.6 million.  Net cash used in operating activities principally
resulted from the loss from continuing operations in addition to
decreases in accrued liabilities offset by an increase trade
accounts payable and decrease to other current assets for the year
ended June 30, 2005.

                       AONet International

On June 1, 2005, the Company acquired a 51% interest in AONet
International Srl, a provider of application hosting, data
redundancy and disaster recovery services based in Milan, Italy.
AONet International was originally created in 2004 from the
acquisition of the original business assets of AONet SpA, a
company placed in liquidation.

Reconta Ernst & Young S.p.A. expressed about AONet International
Srl's ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2005.  The auditing firm points to the Company's recurring
operating losses and working capital deficit.

MSGI Security Solutions, Inc. -- http://www.msgisecurity.com/--  
is a provider of proprietary security products and services to
commercial and governmental organizations worldwide, including the
U.S. Department of Homeland Security, with a focus on cutting-edge
encryption technologies for surveillance, intelligence monitoring,
and data protection.  From its offices in the U.S. and Europe, the
company serves the needs of counter-terrorism, public safety, and
law enforcement agencies.


NOBLE DREW: Wants More Time to File & Solicit Plan Acceptances
--------------------------------------------------------------
Noble Drew Ali Plaza Housing Corp. asks the U.S. Bankruptcy Court
for the Southern District of New York for an extension of its time
to file and solicit acceptances of a chapter 11 plan.  The Debtor
wants until Feb. 20, 2006, to file a plan and until April 21,
2006, to solicit acceptances of that plan.

The Debtor and the Noble Drew Ali Plaza Tenants' Association are
engaged in settlement negotiations to resolve rent issues between
them.  The Debtor needs the extension to reach an agreement with
the Tenants' Association.  An agreement with the tenants will
serve as the basis for whatever plan of reorganization the
Debtor's will draft.

The Court will convene a hearing on Nov. 22, 2005, to consider the
Debtor's request.

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
total assets of $43,500,000 and total debts of $18,639,981.


NORTHWEST AIRLINES: Fifth Third Objects to Bank Account Use
-----------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its
debtor-affiliates sought and obtained interim approval from the
U.S. Bankruptcy Court for the Southern District of New York to
maintain their existing bank accounts.

                      Fifth Third Objects

Ronald S. Beacher, Esq., at Pitney Hardin LLP, New York, tells
the Court that Fifth Third Bank maintains a perfected security
interest in certain funds of Northwest Airlines on deposit at
Fifth Third.  The funds constitute Fifth Third's cash collateral
under Section 363 of the Bankruptcy Code.

Pursuant to Section 363, the Debtors are not authorized to use
Fifth Third's cash collateral without the written consent of
Fifth Third or the Court's Order.  As of September 30, 2005, the
Debtors have not obtained Fifth Third's consent or the Court's
approval to use Fifth Third's cash collateral, Mr. Beacher says.

The Interim Order provides that the Debtors are authorized to
deposit funds in and withdraw funds from their bank accounts by
usual means.  Fifth Third objects to this provision as it applies
to the Fifth Third Accounts, unless:

   (a) a satisfactory adequate protection agreement is negotiated
       with respect to Fifth Third's cash collateral; or

   (b) the Court authorizes the Debtors' usage of Fifth Third's
       cash collateral.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Lessors Balk at Aircraft Lease Rejection Pitch
------------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its
debtor-affiliates told the U.S. Bankruptcy Court for the Southern
District of New York they need to adjust the fleet size and mix in
light of current market conditions for aircraft, projected demand
for air travel, current and projected flight schedules,
maintenance requirements, labor costs, and other business and
economic factors.

The Debtors estimated that more than 100 aircraft in the
aggregate will be designated for deletion from the fleet.  As
of September 14, 2005, the Debtors have determined that it is
not in the best interest of their estates to retain 13 Excess
Aircraft.  A list of the 13 Excess Aircraft is available for
free at http://ResearchArchives.com/t/s?233

                   Objections to the Rejection

A. Bank of America, et al.

Bank of America, MBIA Insurance Company, Goldman Sachs Credit
Partners, Halifax Bank plc, Sumitomo Bank and Transamerica
Aviation LLC are lessors, loan participants or other parties-in-
interest with respect to some of the airframes and engines that
the Debtors intend to return to the lessors or abandon.

The Lessors oppose to the Debtors' proposal that the rejection of
the Aircraft Equipment be effective on the Petition Date.

John I. Karesh, Esq., at Vedder, Price, Kaufman & Kammholz, P.C.,
in New York, asserts that the Debtors must comply with the
"surrender and return" requirements under Section 1110(c) of the
Bankruptcy Code before the rejection is declared effective.

Mr. Karesh asserts that the Debtors must:

   (a) reinstall the engines on the original airframes;

   (b) return all equipment covered by Section 1110(a)(3) in one
       location agreed by the parties;

   (c) ensure that none of the Equipment is subject to any other
       entity's dominion or control; and

   (d) ensure that the Equipment is free and clear of any liens
       or claims from any other party.

The Lessors reserve their rights to assert:

   (i) rejection damage claims;

  (ii) claims arising from the Debtors' failure to satisfy their
       contractual return or turnover obligations, or an
       administrative expense claim with respect to rent or
       supplemental rent, if any, or as required under the
       Bankruptcy Code; and

(iii) claims for the Debtors' failure to comply with their
       obligations under Section 1110.

B. Wachovia Bank

Wachovia Bank, National Association, as successor-in-interest to
Meridian Trust Company, is the holder of legal title for security
purposes of two Boeing 747-451 aircraft leased by the Debtors
pursuant to two separate lease agreements.

Jason H. Watson, Esq., at Alston & Bird LLP, in Atlanta, Georgia,
tells the Court that the Debtors failed to provide a delivery
mechanism for leases subject to the rejection.

Wachovia asks the Court to condition the rejection of the
Aircraft on the Debtors' compliance with the "surrender and
return" requirements of Section 1110(c)(1).

If the Debtors fail to satisfy their Section 1110(c)(1)
obligations, Wachovia requests that it be allowed to assert
administrative expense claims and other types of claims against
the Debtors' estates.  Wachovia also requests relief from the
automatic stay to enforce its rights or remedies under the leases
of the Aircraft.

C. SMBC Capital Markets, Inc.

SMBC Capital Markets, Inc., is the owner participant with respect
to the leases of four British Aerospace Avro 146-RJ85A aircraft
that the Debtors have identified for rejection or abandonment.
The secured lenders hold security over the Aircraft and related
equipment under related loan agreements.

According to Evan C. Hollander, Esq., at White & Case LLP, in New
York, SMBC is entitled to receive the excess of rental payments
over debt service together with the proceeds of any sale of the
Aircraft Equipment at the end of each Lease term after payment of
the amounts owing to the secured lenders.

Hence, SMBC's ability to receive Equity Free Cash and realize any
residual value of the Aircraft Equipment is directly affected by
the rejection of the Leases to the Aircraft Equipment.

Accordingly, SMBC wants the Debtors to clarify that the Rejection
and Abandonment Motion will not alter the Debtors' return
obligations whether under the applicable leases or financing
documents or under Section 1110(c)(1) of the Bankruptcy Code.

D. Public Service Resources Corporation

Public Service Resources Corporation is the owner participant of
owner trusts that own four Boeing 757-200 aircraft each
containing two Pratt & Whitney PW2037 engines.

PSRC objects to the Rejection and Abandonment Motion on grounds
that the Debtors have not complied with the "return and
surrender" requirements of Section 1110.  PSRC also requests that
the Debtors return the relevant books and records together with
the airframes and engines.

PSRC asks the Court to declare the rejection effective upon the
Debtors' compliance of the Section 1110 requirements.

Leo T. Crowley, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in
New York, says the Debtors' proposal -- that the insurance
coverage continue until the earlier of 30 days after the Petition
Date or the date on which the lessor takes possession of the
Rejected Aircraft -- is inequitable.

He points out that even if the Debtors fail to return an engine
or the relevant books and records of the aircraft, the Aircraft
Equipment will still be left without insurance coverage and will
not be maintained in accordance with the Debtors' approved
maintenance plan.

PSRC wants the Court to condition the rejection of the Aircraft
on the continuance of insurance and maintenance until the earlier
of:

   (a) 30 days from the date of an order authorizing rejection of
       the Rejection Aircraft; or

   (b) the date on which the lessor takes possession of the
       Rejected Aircraft.

E. U.S. Bank

U.S. Bank National Association and U.S. Bank Trust National
Association are Trustees in more than 300 separate aircraft
financing transactions, representing obligations of one or more
of the Debtors in excess of $8 billion.

Allison H. Weiss, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, relates that included among the Excess Aircraft
identified by the Debtors are seven aircraft that the Trustee
have an interest, as either owner trustee or mortgagee and, as
applicable, assignee of the lessors' interest in the lease of the
aircraft to the Debtors.  In addition, the Trustees have an
interest in 92 aircraft listed in the Potential Excess Aircraft.

Ms. Weiss contends that the effective date of any rejection of
leases, or abandonment, of aircraft cannot be established
retroactively.  In accordance with prevailing case law, the
effective date of rejection or abandonment cannot be before the
date of entry of its approval, and there is no justification for
some retroactive effective date chosen by the Debtors.

Moreover, Ms. Weiss asserts that rejection should only become
effective in accordance with applicable provisions of the
Bankruptcy Code and on surrender of the aircraft to the
appropriate party at the location designated in the operative
documents, including:

   (i) the return of all collateral engines;

  (ii) the delivery of all necessary aircraft maintenance records
       operating logs; and

(iii) the execution and delivery of all appropriate lease
       termination statements or other necessary transfer
       documents to be properly recorded with the U.S. Federal
       Aviation Authority, at the Debtors' own expense.

With respect to the Potential Excess Aircraft, Ms. Weis argues
that it is inappropriate to permit anticipatory rejection or
abandonment in the Debtors' sole discretion, based simply on the
Debtors' ability -- or inability -- to successfully negotiate
reduced rates with their aircraft lessors and financiers without
regard to the progress of negotiations.

Should the Court grant the Debtors' request, Ms. Weis suggests
that as many as 99 of the Trustees' aircraft may be rejected or
abandoned by October 29, 2005, or within 45 days of the Petition
Date.

The Trustees also want to be provided with a clear process for
surrender of all aircraft the Debtors seek to reject or abandon.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Court Okays $35 Million DIP Facility
-----------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (OTC: OSULP - News) gets U.S.
Bankruptcy Court for the Northern District of Georgia's interim
authorization to draw on a $35 million debtor-in-possession credit
facility provided by CIT Group/Business Credit, Inc., and other
lenders.  The company will use the new facility to pay off its
prepetition credit agreement and to support ongoing operations.

"With the new credit facility in place, vendors and customers
should feel confident about doing business with O'Sullivan
Industries," said Robert S. Parker, president and chief executive
officer of O'Sullivan Industries.  "The new credit line, combined
with cash from operations, will enable us to maintain the
inventories and supplies we need to continue to serve our
customers and generate revenues.  This authorization represents an
important step in our progress toward a final capital
restructuring."

The court earlier approved other typical "first-day" motions,
including authorizing the company to continue to pay employee
salaries, wages and benefits and honor prepetition employee
obligations.

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 INDUSTRIES: Gets OK to Pay Prepetition Tax Obligations
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., accrue sales, use, excise,
and other related taxes, including certain custom duties from
their customers and other parties, which they then pay either on a
monthly, quarterly, or annual basis to taxing authorities in the
United States, Canada, and the United Kingdom.

In the United States, taxes are paid either via ACH transfer from
the Debtors' main operating account or by check from the Debtors'
disbursement account.  In Canada, taxes are paid by check from the
Royal Bank of Canada operating account, and in the United
Kingdom, they are paid from the Barclays Bank operating account.

The Debtors sought and obtained the U.S. Bankruptcy Court for the
Northern District of Georgia's authority to pay taxes due and
owing to all federal, state, and local taxing authorities by
postpetition checks, ACH transfer, or otherwise, as and when
payments become due.

The Debtors estimate that they owe taxing authorities these
amounts as of the Petition Date:

                                     Tax Obligation as
         Taxing Authority           of the Petition Date
         ----------------           --------------------
         Missouri                          $12,000
         Virginia                             $160
         Georgia                               $42
         United Kingdom                  GBP48,000
         Canada                           CND3,000

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, explains that it is necessary for the
Debtors to pay their prepetition sales, use, excise, and other
related taxes when they become due.  "If they fail to do so, they
could potentially be restricted from doing business in certain
states or countries, with dire effects on their ability to
reorganize," he says.

Mr. Cifelli points out that the taxes collected by the Debtors
constitute a "trust fund."  Thus, the taxes do not constitute the
Debtors' property under Section 541(d) of the Bankruptcy Code and
the Debtors do not have any equitable interest in these sales,
use, excise, or other taxes.

Mr. Cifelli ascertains that the payment will not prejudice the
Debtors' creditors, estates, or other parties-in-interest because:

   (a) the Taxes are most likely entitled to priority status
       pursuant to Section 507(a)(8) of the Bankruptcy Code.

   (b) they would be paid ahead of all general unsecured claims,
       thus, the payment only affects the timing of payment and
       does not alter the rights of other creditors; and

   (c) certain officers and directors of the Debtors may be held
       personally liable for failure of payment, resulting to
       potential claims or lawsuits that would prove extremely
       distracting.

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: Can Honor Prepetition Customer Obligations
----------------------------------------------------------
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, states that continuing customer
relationships are crucial to O'Sullivan Industries Holdings, Inc.
and its debtor-affiliates' business.

"It is beyond question that one of the Debtors' most valuable
assets is their business relationships with their customers.
These business relationships developed, in part, through customer-
service policies aimed at guaranteeing customer satisfaction and
fostering customer loyalty," Mr. Cifelli explains.

To maintain the relationships, Mr. Cifelli relates that the
Debtors have established certain formal and informal policies,
programs, and practices regarding the issuance of, among other
things, various warranties, allowances, mark-downs, rebates, and
credits to their customers.

The Prepetition Customer Policies vary depending on the particular
customer and may be governed by written agreement, oral agreement,
custom, or practice.  They may include the
Debtors' participation in:

   -- advertising allowance programs;

   -- market development programs;

   -- rebate programs;

   -- minimum advertising price programs;

   -- key vendor programs;

   -- distribution programs;

   -- store service programs; and

   -- co-op allowance programs.

Pursuant to the Prepetition Customer Policies, the Debtors issue
about $3,000,000 in allowances, mark-downs, rebates, and credits
per month, representing 13% to 14% of the Debtors' gross monthly
sales.  The Debtors review each allowance, mark-down, rebate, and
credit claimed by their customers and frequently contest the
claims.

Mr. Cifelli discloses that the Debtors currently are contesting
about $1,400,000 of the claims.  The Debtors estimate that, as of
September 30, 2005, about $15,500,000 had accrued but not yet been
issued, credited, or deducted under the Prepetition Customer
Policies.

Mr. Cifelli relates that under Section 105 of the Bankruptcy
Code, a court can permit pre-plan payment of prepetition
obligations when essential to the continued operation of the
debtor.

"Upon the filing of these cases, any allowances, mark-downs,
rebates, credits, and other rights and claims that arose under the
Pre-Petition Customer Policies would technically constitute
general unsecured pre-petition claims, although some such claims
may at least arguably be subject to recoupment or set-off rights
or other defenses," he says.

Mr. Cifelli notes that many customers are likely evaluating
whether the Debtors' Chapter 11 filing should cause them to adjust
their business relationships with the Debtors.

Hence, to assuage the customers' fears, the Debtors sought and
obtained the U.S. Bankruptcy Court for the Northern District of
Georgia's authority, on an interim basis, to continue to honor the
Prepetition Customer Policies in accordance with their policies,
practices, and programs in existence prior to the
Petition Date.

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)


OWENS CORNING: Banks Want Exclusivity Terminated to File Own Plan
-----------------------------------------------------------------
Credit Suisse, formerly known as Credit Suisse First Boston, as
Agent for the prepetition institutional lenders to Owens Corning
and certain of its affiliates, tells the U.S. Bankruptcy Court for
the District of Delaware that the banks it represents are ready to
present a feasible and confirmable plan.

Credit Suisse wants the Court to terminate the Debtors exclusive
periods.

Rebecca L. Butcher, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, appeared before the Court on behalf of
Credit Suisse

As reported in the Troubled Company Reporter on Oct. 12, 2005,
Judge Fitzgerald directed the Debtors to file an amended
disclosure statement and plan of reorganization before the end of
2005.

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

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

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

Ms. Butcher asserted that after over five years and nine
extensions of the Exclusive Periods, the Debtors have failed to
meet their stringent burden for yet another extension.

"After repeated Exclusivity extensions, a debtor must show more
than simply the size and complexity that justified the initial
extension of Exclusivity," Ms. Butcher points out.  In addition,
the debtor must show that:

   (a) it is likely that extending the Exclusive Periods will
       lead to agreement on a consensual plan;

   (b) there are no other creditor plans that would be filed but
       for the debtor's exclusive right to propose and confirm a
       plan; and

   (c) the debtor is not using its Exclusive Periods to force on
       its creditors its view of an appropriate plan.

Extending Exclusivity would be counterproductive and would not
help foster a consensual plan, Ms. Butcher says.  But allowing
Exclusivity to expire at year-end or earlier should the Debtors
file a nonconsensual plan will provide each stakeholder an
additional incentive to negotiate in good faith to reach
consensus on the terms of a chapter 11 plan.

But for the Exclusive Periods, Ms. Butcher tells Judge Fitzgerald
that the Banks are ready to file a feasible and confirmable plan
today.  "The Debtors have been aware of that fact since August,
when the Banks' attorneys outlined the terms of such plan for the
Debtors' attorneys."

Ms. Butcher also notes that the Debtors cannot show that
Exclusivity is not being used coercively.  "As noted by the Third
Circuit, the Debtors have misused the Exclusive Periods for years
in their attempts to force the Banks to accept the Plan that
vitiated the value of their bargained-for guarantees and
redistributed such value to the Debtors' favored creditors," Ms.
Butcher says.

For these reasons, Credit Suisse asks the Court to deny extension
of the Exclusivity Period.  Instead, Credit Suisse asks the Court
to allow the Banks or any party-in-interest to file a plan
contemporaneously with the Debtors at the end of 2005 if the
Debtors do not file a plan that any party supports.

The objectives of the Banks' Plan, according to Ms. Butcher, are:

   * A beneficial organizational restructuring of the Debtors,
     including the creation of a new holding company parent;

   * A restructuring of IPM, Inc., the non-debtor Guarantor
     Subsidiary that owns the Debtors' foreign operations, which
     operations generate 25% to 30% of the enterprise's EBITDA,
     without the need to commence a chapter 11 case for IPM;

   * A transfer, free and clear of successor liability, of the
     assets of Exterior Systems, Inc., a wholly owned subsidiary
     of Fibreboard Corporation engaged in the vinyl siding
     business, to a wholly owned subsidiary of Owens Corning,
     thus preserving the business and the synergistic cross-
     selling opportunities that the business represents;

   * A tax "reorganization" of Owens Corning under the Internal
     Revenue Code, thereby maximizing the creation and use of net
     operating losses;

   * Satisfaction of the absolute priority rule as to each Debtor
     Guarantor Subsidiary; and

   * Payment to all creditors of their full legal entitlements,
     including the payment in full to the non-insider creditors
     of the Guarantor Subsidiaries, except for the Banks;

Far from an attempt to strip the Debtors bare and leave them
unprepared to operate post-emergence, Ms. Butcher asserts that
the Banks' Plan:

   -- is a bona fide effort that provides a fair result for all
      parties-in-interest;

   -- is confirmable; and

   -- resolves all of the nettlesome issues that have kept
      Debtors' cases in bankruptcy for so long.

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


PAUL CIVETTI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Paul F. Civetti General Contractors, Inc.
        a/k/a P.F. Civetti General Contractors, Inc.
        41 Chapin Street
        West Springfield, Massachusetts 01089

Bankruptcy Case No.: 05-50428

Chapter 11 Petition Date: October 15, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Michael B. Katz, Esq.
                  Bacon & Wilson, P.C.
                  33 State Street
                  Springfield, Massachusetts 01103
                  Tel: (413) 781-0560
                  Fax: (413) 739-7740

Total Assets: $1,229,564

Total Debts:  $1,350,372

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Paul & Ann Marie Civetti      Personal Loan to          $121,600
41 Chapin Street              Company
West Springfield, MA 01089

Galasso Materials             Services Rendered or       $83,460
60 South Main Street          Goods Purchased
East Granby, CT 06026

International Union of        Services Rendered or       $73,965
Operating Eng.                Goods Purchased
Local 98-Two Center Square
P.O. Box 217
East Longmeadow, MA 01028

Rocky Mountain Wood Co., Inc. Services Rendered or       $63,724
                              Goods Purchased

International Union of        Services Rendered or       $50,527
Operating Eng.                Goods Purchased

Milton                        Rental of Equipment        $46,992

Tyler Equipment               Services Rendered or       $46,798
                              Goods Purchased

Mass Laborers' Benefit Fund   Services Rendered          $34,735

CT Laborers                   Services Rendered          $29,240

MD Drilling and Blasting,     Services Rendered or       $28,229
Inc.                          Goods Purchased

Ferguson Waterworks-EPPCO     Services Rendered or       $21,000
                              Goods Purchased

Palmer Paving Corp            Services Rendered or       $19,732
                              Goods Purchased

WFS Earth Materials           Services Rendered or       $19,051
                              Goods Purchased

Ferguson Waterworks-EPPCO     Services Rendered or       $17,140
                              Goods Purchased

Ted Ondrick Company/Ondrick   Services Rendered or       $15,333
Construction                  Goods Purchased

Aaron-Smith, P.C.             Services Rendered or       $13,100
                              Goods Purchased

United Concrete Products, Inc Services Rendered or       $12,375
                              Goods Purchased

Haynes Materials              Services Rendered or       $12,048
                              Goods Purchased

Fiore Concrete Products, Inc  Services Rendered or        $9,053
                              Goods Purchased

Morin Logging, Inc.           Services Rendered or        $9,000
                              Goods Purchased


PREMIER PROPERTIES: LaSalle Bank Objects to Plan Confirmation
-------------------------------------------------------------
LaSalle Bank National Association, as trustee for GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2000-C3, asks the U.S. Bankruptcy Court for the Central
District of Illinois, Peoria Division, to reject Alan C. Kendall,
dba Premier Properties, and its debtor-affiliates' First Amended
Plan of Reorganization.

                  The Bi-State Properties Case

In July 2000, Bi-State Properties, Ltd., a debtor-affiliate of
Alan C. Kendall, borrowed $3,450,000 from GMAC Commercial
Mortgage Corporation.  The loan was secured by mortgages on six of
Bi-State's parcels of real estate in Illinois and Iowa.  Prior to
Bi-State's bankruptcy filing, it defaulted on its obligations
under the loan agreement.

GMAC filed a foreclosure petitions in the Circuit Court of the
Fourteenth Judicial Circuit, Rock Island, Illinois and in the
Circuit Court of the Seventh Judicial District, Scott County,
Iowa.  GMAC was awarded a $4,579,301 judgment in both Illinois and
Iowa.  The prepetition judgment is final, nonappealable order and
can't be collaterally attacked.

As of the petition date, GMAC held a valid, first-priority, fully
perfected senior lien on Bi-State's properties, cash and rents.

On Aug. 25, 2000, Bi-State filed its Amended Plan of
Reorganization, which proposes to obtain a loan to pay its loan to
GMAC, but in an unsufficient amount to pay the lender in full.
GMAC contends that Bi-State's Plan is completely infeasible.  Even
if the Plan is confirmed, it is likely to fail.

                        The Sapphire Case

On Feb. 25, 2005, GMAC Commercial and the lender in Sapphire
Properties, Ltd., another debtor-affiliate of the Debtor, filed
their Motions for Relief from the Automatic stay

                      Consensual Resolution

GMAC has attempted to negotiate for the consensual resolution of
its claim against Bi-State and Sapphire Properties Inc.  A Term
Sheet was reached after a meeting on May 24, 2005.  However, the
Debtors failed to properly serve the notice of hearing resulting
to the dismissal of the compromise motion.  In addition, related
debtors refused to confirm whether they still abide by the terms
stipulated in the Term Sheet.

A second Term Sheet was drafted on Aug. 15, 2005, which calls for
the lifting of the automatic stay against the lenders.  However,
the Lender contends that some items in the Term Sheet were
violated by the Debtors.

                 Objections to the Amended Plan

The Debtors filed a First Amended Plan of Reorganization on
Aug. 25, 2005.  LaSalle Bank cites three objections to the
Debtor's Amended Plan

A. The Plan Unfairly Discriminates in Violation of Sections
   1123(a)(4) or 1129(b)(1) of the Bankruptcy Code.

   In order to induce GMAC to originate the loan to Bi-State on
   July 17, 2000, the Debtor executed a Guaranty Recourse
   Obligations of Borrower, which absolutely and unconditionally
   guarantees the prompt and unconditional payment of the
   Guaranteed Recourse Obligations of Borrower, as defined in the
   Guaranty.

   The Debtor places GMAC's claim into the indirect category
   because the debt is based on a guaranty and there is no real,
   legal distinction between claims deemed direct and indirect by
   the Debtor.  The Guaranty created an absolute obligation that
   makes the Debtor primarily liable to pay GMAC.  GMAC stands in
   no different position than any other unsecured creditor.

B. The Plan is Not Feasible as Required Under Section 1129(a)(11)
   of the Bankruptcy Code.

   The Amended Plan is virtually devoid of feasibility analysis,
   and is riddled with inaccurate information, including the
   Debtor's failure to accurately assess the likelihood that it
   will have a substantial obligation to GMAC and other lenders.

   The Debtor's argument that that the source of payment to
   creditors will be the operation or sale of its properties that
   are the subject of a bankruptcy proceeding is ambiguous and
   unclear because those properties have yet to be marketed and no
   projections about those properties are included in the Plan.

C. The Plan is Not Fair and Equitable.

   The Plan does not provide for full payment to GMAC Commercial
   based on two grounds.  First, the Plan, while describing a
   payout over a period of two years, does not provide for
   interest.  Second, the does not provide treatment that
   demonstrates both an intent and ability to pay GMAC in full.

The Court has continued the confirmation hearing for the Amended
Plan from Oct. 24, 2005, to Nov. 30, 2005, at 9:00 a.m.

Headquartered in Moline, Illinois, Alan C. Kendall, dba Premier
Properties, filed for chapter 11 protection on December 9, 2004
(Bankr. C.D. Ill. Case No. 04-85449).  Barry M. Barash, Esq., at
Barash & Everett, LLC, and Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets of $1 million to
$10 million and estimated debts of $10 million to $50 million.


PRESTWICK CHASE:  Files Plan & Disclosure Statement in New York
---------------------------------------------------------------
Prestwick Chase Inc. filed a Plan of Reorganization and an
accompanying Disclosure Statement explaining the Plan with the
U.S. Bankruptcy Court for the Northern District of New York
on Oct. 20, 2005.

The Debtor tells the Court that it has determined that
reorganizing its financial affairs and not liquidating its assets
is in the best interest of the creditors.  The Debtor says that
the principal vehicle of the reorganization is to refinance its
secured debt.  The Debtor says that all property of the estate
will be utilized as security for a new loan totaling $12,680,000.

                          Plan Funding

The net proceeds of the refinancing will be used to pay the
secured claim of M&T Real Estate Trust and the secured claim, if
any, of APC Partners II, LLC, to the extent proceeds are
available.

The Debtor tells the Court that on the Effective Date, Frederick
McNeary, Jr. will infuse into Prestwick new capital totaling
$400,000.  The new capital infused shall be used first to pay any
balance remaining on the secured claim of APC.  If any surplus
cash remains after full payment of APC's secured claim, the Debtor
says that the surplus cash shall be used to augment payments due
to priority claimholders on the Effective Date.

                          Refinancing

The Debtor discloses that Community Preservation Corp. has agreed
to commit to a mortgage loan in the amount of $12,680,000.  The
Debtor says that the loan shall bear an interest of 6.655% per
annum, payable in 30 years.

The Debtor says that the loan is secured by the Debtor's real
property consisting of 186 residential units and 2 commercial
units.  The Debtor further says that the loan has mortgage
insurance from SONYMA in the amount of 100% of the Community
Preservation loan amount.  The Debtor says it expects the loan to
close on or before Mar. 15, 2006.

                       Terms of the Plan

The Debtor groups its two secured claims into classes II and III.

Class II: M&T Secured Claim

The Debtor owes M&T $13 million.  The debt is secured by a first
priority mortgage covering the Debtor's real property and by an
assignment of the rents in connection with that property.  The
Debtor further says that M&T has additional collateral security
for its loan and believes that M&T will be owed or will accept,
in full satisfaction of its claim, a fixed sum totaling
$11.7 million.

Class III: APC Secured Claim

The Debtor tells the Court that APC claims it is a secured
creditor and holds a priority mortgage against the Debtor's real
property and assignment of rents.  The Debtor says that it
disputes the validity of APC's liens and alleges that any claim
APC might have is a general unsecured claim.  The Debtor reminds
the Court that it has commenced an adversary proceeding (Adv.
Proc. No. 05-90188-1) seeking a determination that APC's claim is
unsecured.  The Debtor says that the adversary proceeding could
result in:

    * a determination that APC's claim is fully unsecured or

    * a bifurcation of the claim into secured and unsecured
      components.

The Debtor tells the Court that only the secured claim of APC will
receive treatment under Class II of the Plan.

General Unsecured Claims will be paid an amount equal to 10% of
their allowed amount in deferred cash payments beginning on the
15th day of the first calendar month after the final payment of
priority tax claims.

The corporate principals Frederick McNeary, Sr. and Frederick
McNeary, Jr. are the sole equity interest holders of the Debtor.
The Debtor discloses that the stocks of Messrs. McNeary, Sr. and
McNeary Jr. will be cancelled and they will be issued new stock in
the reorganized Debtor.

                         Competing Plan

As reported in the Troubled Company Reporter on Oct. 7, 2005, APC
Partners II, LLC, a secured creditor of Prestwick Chase and
Frederick J. McNeary, Sr., delivered a Joint Chapter 11 Plan of
Reorganization to the Court.

Plan Funding

On the Effective Date, APC will make a $1,800,000 capital
contribution to Reorganized Prestwick to:

     a) fund the payments to be made pursuant to the terms of the
        Plan;

     b) provide the Reorganized Prestwick with adequate working
        capital;

     c) fund repairs, rehabilitation and deferred maintenance of
        the senior living facility and real property; and

     d) resolve and cure any non-compliance with the Army Corps
        of Engineers' wetlands rules and regulations, building
        codes and any necessary or desirable improvements to
        ensure the health, safety and welfare of its residents.

Plan Structure

APC's Plan provides for:

     a) a comprehensive restructuring of Prestwick Chase's debt;

     b) an injection of fresh working capital into Prestwick Chase
        to restore residents' security deposits;

     c) rehabilitation of the senior living facility to ensure the
        health, safety and welfare of the residents; and

     d) the sale of substantially all of Frederick McNeary, Sr.'s
        non-exempt assets.

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing and
independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


QUIGLEY CO: Geritz Objects to 3rd Amended Disclosure Statement
--------------------------------------------------------------
William F. Geritz objected to the Third Amended Disclosure
Statement explaining Quigley Company, Inc.'s Third Amended Plan of
Reorganization filed with the U.S. Bankruptcy Court for the
Southern District of New York.

Mr. Geritz says Quigley's Plan is facially unconfirmable.  Mr.
Geritz says Quigley's voting and solicitation procedure --
assigning a $1 value, for voting and ballot tabulation purposes,
to each asbestos claim, notwithstanding the legal status of the
claim or the severity of the underlying illness giving rise to the
claim -- is flawed.

Mr. Geritz holds a liquidated, non-contingent, undisputed, claim.
Mr. Geritz says there is no reason to estimate the amount of the
claim for voting purposes.  Quigley's $1-per-claim scheme, when
applied to allowed, undisputed and liquidated claims, Mr. Geritz
complains, runs afoul of Section 502(2)(l) of the Bankruptcy Code.

The voting requirements of Bankruptcy Code Sections 1126, 502, and
1111(a) provide that only two kinds of creditors may vote on a
plan:

   (a) a claimant that filed a proof of claim, which has no
       pending objection, or

   (b) a claimant that is listed on a schedule that is not
       recorded as disputed, contingent or unliquidated.

Section 502(c)(l) of the bankruptcy Code sets forth the practical
solution of allowing the estimation of contingent or unliquidated
claims, if the Court finds that the fixing of the claims will
unduly delay the administration of a case.

Quigley's proposal to artificially "estimate" all Asbestos PI
Claims at $1 is motivated not by a sense of fairness or even
expediency, Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler
in Baltimore, Maryland, argues.  Rather, Mr. Sher continues,
Quigley wants to give less seriously injured claimants undue
voting power because many of these claimants committed to vote for
Quigley's plan of reorganization as part of a prepetition
settlement.

Mr. Geritz asserts that the voting procedures and approved ballots
should conform to these guidelines:

   (a) any holder of a claims listed in Quigley's schedules as
       non-contingent, undisputed and liquidated should not be
       estimated and should be permitted to vote its claim in the
       amount of the claim as scheduled;

   (b) any holder of a claim listed in Quigley's schedules as
       unliquidated, contingent or disputed should be permitted to
       vote its claim in accordance with Section 502(c) estimation
       procedures, for voting purposes only, that assign a
       specified dollar amount based on the severity of the
       disease level suffered by the claimant; and

   (c) any holder of a claim based on a filed proof of claim,
       where the claim is not scheduled by Quigley as
       unliquidated, contingent, or disputed should be permitted
       to vote and its claim estimated in accordance with the
       above guideline.

Joel I. Sher, Esq., and Kimberly M. Stoker, Esq., at Shapiro Sher
Guinot & Sandler and Louis A. Scarcella, Esq., at Farrell Fritz,
P.C., represent William F. Geritz.

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


RASC SERIES 2005-EMX3: Moody's Rates Class M-10 Sub. Certs. at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RASC Series 2005-EMX3 Trust, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The ratings are based primarily on:

   * the credit quality of the loans backing the certificates; and
   * on the credit enhancement provided by:

     -- subordination,
     -- overcollateralization,
     -- excess spread, and
     -- a yield maintenance agreement.

Moody's expects collateral losses to range from 5.65% to 6.15%.

All of the mortgage loans were originated by Mortgage Lenders
Network USA, Inc.  In addition, Mortgage Lenders Network USA, Inc.
will be the primary servicer of the mortgage loans.  Residential
Funding Corporation, the transaction's master servicer, is rated
SQ1, Moody's highest master servicer rating.

The complete rating actions are:

RASC Series 2005-EMX3 Trust

Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2005-EMX3

   * Class A-I-1, rated Aaa
   * Class A-I-2, rated Aaa
   * Class A-I-3, rated Aaa
   * Class A-I-4, rated Aaa
   * Class A-II, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class M-7, rated Baa1
   * Class M-8, rated Baa2
   * Class M-9, rated Baa3
   * Class M-10 , rated Ba1


REFCO INC: Files Consolidated List of 100 Largest Unsec. Creditors
------------------------------------------------------------------
Refco Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York their
consolidated list of 100 largest unsecured creditors.

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP in New York tells the Court that this list supercedes the
consolidated list of unsecured creditors holding the 50 largest
unsecured claims attached to the chapter 11 petition of Refco Inc.

The Consolidated List of Debtors' 100 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
VR Global Partners, LP                              $620,000,000
Avrora Business Park
77 Sadovnicheskayanab Building 1
Moscow, Russia 115035
Attn: Richard Deitz

Wells Fargo                      Bond Debt          $390,000,000
Corporate Trust Services
Mac N9303-120
Sixth & Marquette
Minneapolis, MN 55497
Tel: (612) 316-47727
Attn: Julie J. Becker

Rogers Raw Materials Fund                           $287,558,736
c/o Beeland Management
141 West Jackson Boulevard
Suite 1340
Chicago, IL 60604
Tel: (312) 264-4375

Bawag International Finance                         $234,038,383
BAWAG P.S.K.
Fleishmarkt
A-1010 Vienna, Austria

Bancafe International Bank Ltd.                     $203,996,127
AV Reforma 9-30 Zona 9
Guatemala, Guatemala

Premier Trust Custody                               $194,163,075
Abraham De Veerstraat 7-A,
Curacao, Netherlands
Antilles

Inter Financial Services Ltd.                       $138,000,000
Graigmuir Chambers
Roadtown, Tortola
British Virgin Islands

Markwood Investments                                $135,037,546
Via Lovanio,
#19 00198
Rome, Italy

VR Argentina Recovery Fund                          $130,000,000
Avrora Business Park
77 Sadovnicheskayanab Building 1
Moscow, Russia 115035
Attn: Richard Deitz

Leuthold Funds Inc.                                 $120,379,039
Leuthold Industrial Metals, LP
100 North 6th Street
Suite 412A
Minneapolis, MN, 55403
Tel: (612) 332-9141
Fax: (612) 332-0797
Attn: David Cragg

Betio Asset Investments, Ltd.                       $116,357,256
The Law Building
P.O. Box 687
The Valley, Anguilla,
British Virgin Islands

Capital Management Select                           $109,549,283
Fund Ltd.
Lynford Manor, Lynford Cay
Nassau, Bahamas

Chaco City Investments, Ltd.                        $100,709,321
The Law Building
P.O. Box 687
The Valley, Anguilla
British Virgin Islands

Cosmorex Ltd.                                        $96,229,324
CP 8057
28080 Madrid, Spain
Tel: +34-607-745-555
Fax: +34-667-706-622

Rabaul Holdings Ltd.                                 $92,830,682
The Law Building
P.O. Box 687
The Valley, Anguilla
British Virgin Islands

Tecka Asset Holdings Ltd.                            $78,193,026
The Law Building
P.O. Box 687
The Valley, Anguilla
British Virgin Islands

Tuvalu Holding Company, Ltd.                         $77,579,816
The Law Building
P.O. Box 687
The Valley, Anguilla
British Virgin Islands

Catamarca Asset, Series I, Ltd.                      $77,571,504
The Law Building
P.O. Box 687
The Valley, Anguilla
British Virgin Islands

Rogers International                                 $75,241,712
Raw Materials
c/o Beeland Management
141 West Jackson Boulevard
Suite 1340
Chicago, IL 60604
Tel: (312) 264-4375

Cargill                          Related to          $67,000,000
P.O. Box 9300                    Purchase
Minneapolis, MN 55440-9300       Agreement, not
Tel: (952) 742-7575              yet due and
Fax: (952) 742-7393              payable

Creative Finance Limited                             $65,111,071
Marcy Building, Purcell Estate
P.O. Box 2416
Road Town, British Virgin Islands
Tel: + 3491-527-9620

RB Securities Limited                                $62,859,707
54 Brivibas Street
LV-1011
Riga, Latvia
Tel: + 371 702-52-84
Fax: + 371 702-52-26

Banesco Banco Universal C.A.                         $51,039,302
Panama Branch
AV Samuel Lewis
Torre HSBC Bank, 1st Floor
Panama City, Panama

Banesco International                                $50,831,139
(Panama) S.A.
AV. Samuel Lewis
Torre HSBC Bank, 1st Floor
Panama City, Panama

Rietumu Banka                                        $50,125,384
JSC Rietumu Banka
Reg. No. 40003074497
VAT No. LV40003074497
54 Brivibas Street
Riga, LV-1011 LATVIA
Tel: +371-7025555
Fax: +371-7025588

Stilton International                                $46,820,416
Holdings, Trident Chambers
Wickhams Cay
P.O. Box 146,
Road Town, Tortolla
British Virgin Islands
Attn: Julian McPike
Tel: +242-363-1182

RR Investment Company Ltd.                           $41,815,113
c/o London & Amsterdam
Trust Company
PO Box 10459 APO, 3rd Floor
Century Yard
Cricket Square, Elgin Avenue
Georgetown, Grand Cayman
Cayman Island
Tel: +345-914-7471

Federal Portfolio                                    $36,068,185
AV Venezuela, El Rosal Torre
Cremerca Piso 2, Ofic B2
Caracas, DTTO. Federal
1060 Venezuela

Global Management Worldwide                          $34,294,491
Trident Corp.
Service Floor 1
Kings Court Bay Street
P.O. Box 3944
Nassau, Bahamas

Josefina Franco Siller                               $32,440,119
Carretera Mexico-Toluca No. 4000
Col. Cuajimalpa
D.R. 0500 Mexico

SBP-Custody I                                        $30,741,288
PO Box 0267075
Northwest 87 Ave 13 Off 133-C
Miami, FL 33172

Rovida Holding                                       $30,741,288
c/o London & Amsterdam
Trust Company
P.O. Box 10459 APO, 3rd Floor
Century Yard, Cricket Square
Elgin Avenue
Georgetown, Grand Cayman
Cayman Island

Caja De Seguros, S.A.                                $30,950,115
Fitzroy #957
Capital Federal
Argentina 1414

Filare Limited                                       $28,777,327
Shirley Street
P.O. Box N 3933
Nassau, Bahamas
Attn: Linda Williams

Pioneer Futures, Inc.                                $25,932,001
One North End Avenue, Suite 1251
New York, NY 10282

Daichi Commodities Co., Ltd.                         $24,727,015
10-10 Shinsen, Cho
Shibuya-Ku Tokyo, 150-0045
Attn: Mr. Airmura

GS Grinham Portfolio, LLC                            $24,631,959
c/o GS Hedge Fund Strategies
701 Mt Lucas, CN 850
Princeton, NJ 08542-0850
Tel: (609) 497-5500

Monte Brook Corporate                                $24,122,000
Associates, Ltd.
The Law Building
P.O. Box 687
The Valley, Anguilla
British Virgin Islands

Winchester Preservation                              $23,349,765
c/o Joseph D. Freney
Christiana Bank & Trust Co.
3801 Kennett Pike, Suite 200
Greenville, DE 19807

Patton Holdings                                      $22,000,000
Avrora Business Park
77 Sadovnicheskayanab Building 1
Moscow, Russia 115035

Cargill Financial Services Corp.                     $21,679,435
12700 Whitewater Drive
Minnetonka, MN 55343-9439
Attn: Shawn McMerty

Miura Financial Services                             $21,521,491
AV. Francisco De Miranda
TORRE LA
PRIMERA PISO 3
CARACAS, VENEZUALA

AQR Absolute Return                                  $19,700,296
c/o Caledonian Bank & Trust Ltd.
P.O. Box 1043 GT
Caledonian House, Grand Cayman
Cayman Islands

Arbat Equity Arbitrage Fund                          $18,830,655
Trident Corporate Services
1st Floor Kings Court
Bay Street
P.O. Box N3944
Nassau Bahamas, Nassau

Geshoa Fund                                          $17,328,511
Corporate Center
West Bay Road
P.O. Box 31106 SMB
Grand Cayman

North Hills Management, LLC                          $17,187,504
10 Gracie Square, Suite 126S
New York, NY 10028
Attn: Mark Bloom

Renaissance Securities                               $16,304,009
(Cyprus) Ltd.
2-4 Arch Makarios 111 Avenue
Capital Center, 9th Floor
1505 Nicosia Cyprus

VR Capital Group Ltd.                                $16,215,628
Avrora Business Park
77 Sadovnicheskayanab Building 1
Moscow, Russia 115035

Abadi & Co. Securities                               $15,135,445
375 Park Avenue, Suite 3301
New York, NY 10152
Tel: (212) 319-4135

Reserve Invest(Cypress) Limited                      $14,186,714
Maximos Plaza
3301 Block 3
3035 Limassol, Cyprus

Peak Partners Offshore                               $13,865,562
Master Fund Limited
P.O. Box 2199 GT
Grand Pavilion Commercial Center
802 West Bay Road
Grand Cayman, Cayman Islands

Robeco Multi Market SPC-SEG PO                       $13,806,080
P.O. Box 1093 GT
Grand Cayman, Cayman Islands
Tel: (345) 945-7099
Fax: (345) 945-7100
Attn: Guy Major

BANCO AGRI                                           $13,701,226
BANCO AGRICOLA, S.A, 1RA
CAKKE PTE. Y 67 AV. NORTE
FINAL BLVD CONSTITUCION #100
SAN SALVADOR, ES

GTC Bank, INC.                                       $12,971,439
CALLE 55 ESTE
TORRE WORLD TRADE CENTER
PISO 7
PANAMA, GUATEMALA
Tel: (507) 265-7371
Fax: (507) 265-7396

Tokyo Forex Financial Inc.                           $11,689,345
Shinjyuku Oak Tower
35th Floor, 6-8-1
Nishishinjyuku, Shinjyuku-Ku
Tokyo 163-6035 Japan

Birmingham Merchant S.A.                             $11,601,749
AV. ARGENTINA 4793
PISO 3
CALLAO PERU

Latina De Seguros                                    $11,536,182
Lima Peru

Banco Reformador S.A.                                $11,235,394
7 Avenida
7-24 Zona 9
Guatemala, Guatemala

NKB Investments Ltd.                                 $11,157,779
199 Arch. Makarios Avenue
Neocleouse House
Limassol

BAC International                                    $10,831,854
Calle 43 QnQuillo De Lauar
Panama, Panama

Sphinx Managed Futures                               $10,368,186
P.O. Box 2199
Genesis Building, 4th Floor
Grand Cayman, Cayman Islands

Premier Bank International N.V.                       $9,724,941
Abraham De Veerstraat 7-A
Willemstad Curacao,
Netherlands, Antilles

Geshoa Structured Finance Ltd.                        $9,510,064
Corporate Centere
West Bax Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands

Davos International Bank, Ltd.                        $9,389,332
Woods Centere
Friars Hill Road, Suite 18A
St John's, Antigua & Barbuda

Russian Investors Securities Ltd.                     $9,076,430
Commonwealth Trust Ltd
P.O. Box 3321
Road Town
Tortola, Virgin Islands

Rogers International                                  $8,441,532
Raw Materials Fund LP
c/o Beeland Management
141 West Jackson Blvd, Suite 1340
Chicago, IL 60604
Tel: (312) 264-4400
Attn: Allen Goodman

AQR Global Asset Allocation                           $8,833,968
c/o Caledonian Bank & Trust Ltd.
P.O. Box 1043 GT
Caledonian House, Grand Cayman
Cayman Islands

IDS Managed Futures, LP                               $7,989,433
c/o CIS Investments Inc
233 South Wacker Dr., Suite 2300
Chicago, IL 60606
Tel: (312) 460-4933
Attn: Ruth Gogerty

TotalBank Curacao N.V                                 $7,576,454
Calle Guaicaipuro Entre
AV Principal
De Las Mercedes
Torre Alizanza Piso 9
El Rosal
Caracas, Venezuela

Uno Valores Ltd.                                      $7,497,412
Av. Fc. De Milanda
Torre Cavendes, Piso 16, 16A
Caracas Venezuela

KPC Corporation                                       $7,445,822
c/o Priore Asset Management
1-1-11 Nihombashi-Ningyo
Chuo-Ku, Tokyo 103 Japan
Fax: 011-813-3639-9406
Attn: Masahiko Ishida

Quantum Partners LDC/Discovery                        $7,386,849
c/o Soros Fund Mgmt
888 7th Avenue
New York, NY 10106

Banesco Banco Internacional                           $7,219,704
De Puerto Rico
Avenida Ponce De Leon
No. 165 Oficina 302
Hato Rey, Puerto Rico

Denali Master Fund, LP                                $7,119,112
c/o Admiral Administration
2 Anchorage Centre, 2nd FL
Grand Cayman, Cayman Islands
Tel: (340) 778-7744
Attn: Scott Ramsey

Peak Partners LP                                      $6,694,485
47 Hulfish Street, Suite 510
Princeton, NJ 08542

Arcadia Hill Inc.                                     $6,374,548
c/o Dorella Investment Inc.
1942 NE 148th Street, Suite 28153
Miami, FL 33181-1137

Prism Limited                                         $6,137,174
c/o Racine Trading Co.
1100 Highridge
Lombard, IL 60148
Attn: Mike Racine

Trans-Europa Translations                             $6,058,691
ASL House
12-14 DVID Place
St. Helier Jersey, JE24TD
Channel Island, JE

ICIS Trading Inc (Unvolores)                          $5,968,943
AV Tamanaco Con Calle Moedano
EDIF Atlantic PISO 8 Off-8-A
Caracas, Venezuela

Garden Ring Fund Ltd.                                 $5,943,182
Trident Corporate Services
1st Floor, P.O. Box N3944
Kings Court, Bay Street
Nassau, Bahamas
Tel: (095) 514-0810
Attn: Mike Boudan

SAAD Investments Company Limited                      $5,716,657
Ugland House, South Church Street
Georgetown, Grand Cayman
Attn: Mike Wetherall

Yutaka Shoji Co. Ltd.                                 $5,641,752
Refco (S) Ptd. Ltd.
8, Shenton Way
#11-02, Temasek Tower
Singapore 068811
Tel: (813) 366-75222
Fax: (813) 366-78239

Colt Global Futures Fund                              $5,524,101
25 Eden Quay Co
Dublin, Ireland
Attn: Bruce Flippin

Premium Capital Appreciation Fund                     $5,500,901
P.O. Box 6050
Curacao, Netherlands Antilles
Tel: (571) 312-1177
Fax: (571) 348-4961

New Castle Business Holding Inc.                      $5,309,260
Torre Banco Continental, Piso 20
Calle 50 Ciudad De Panama

The Everest Fund, LP                                  $5,308,830
1100 North 4th St, Suite 143
Fairfield, IA 52556
Tel: (641) 472-5500
Fax: (641) 472-7320
Attn: Janet Mullen

Quercus FX Fund Class B                               $5,251,008
Anderson Square Building
3rd Floor, Shedden Road
Georgetown, Grand Cayman

Invesdex Capital Ltd.                                 $5,117,125
P.O. Box HM 1186
Hamilton HM11 Bermuda

Lyxor/Estlander & Ronnlund Fund                       $5,029,269
Tour Sociate Generale
17 Cours Valny
Paris, La Defence Cedex
92987, France
Fax: 33-1-42-13-01-25
Attn: Raphael Faure

BCO Hipotecario Inv. Turistica                        $4,902,384
(Fideicomiso Federal Forex)
Torre Cremerca Piso 2
Ofic, B2 El Rosal Caracas 1060
Caracas Venezuela
Attn: Aleg Benarroch

Transcom Bank (Barbados) Ltd.                         $4,730,827
7A Avenida 7-24, Zona 9
Edificio Banco Reformador 5TO Nivel
Guatemala

Wayland Investment Fund II, LLC                       $4,568,101
c/o Wayzata Inv Partn LLC
701 East Lake Street, Suite 300
Wayzata, MN 55391
Tel: (952) 345-0716
Attn: Susan Peterson

Multi Credit Bank Inc.                                $4,505,181
Via Espana #127
Edificio Prospeidad
Panama City, Panama

Alpen Fund Ltd.                                       $4,482,732
VRG 855
PMB 295
208 East 51st Street
New York, NY 10022-6500

Sphinx Special Solutions                              $4,312,945
[Address Not Provided]

Miroo Ltd.                                            $4,212,818
Palm Chambers #3
P.O. Box 3152 Road Town
British Virgin Islands

TAU 28 Fund Ltd. Roll Up                              $4,215,406
c/o Merit
Wickhams Cay
P.O. Box 662
Road Town, Tortola
British Virgin Islands
Attn: Fritz Kirdadi

Platinum Capital Fund BV                              $4,207,113
Pareraweg 45 PO Box 4914
Curacao, Netherlands Antilles

Garden Ring Fund Limited                              $4,045,473
Trident Corp. Services, 1st Floor
P.O. Box N3944
Kings Court, Bay Street
Nassau, BF

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. Case No. 05-60006).
J. Gregory Milmoe, Esq., and Sally McDonald Henry, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Refco reported $16.5 billion in
assets and $16.8 billion to the Bankruptcy Court on the first day
of its chapter 11 cases.


REFCO INC: Bidding War Continues After JC Flowers Drop $768M Bid
----------------------------------------------------------------
An investor group led by former Goldman Sachs Group Inc. banker
Christopher Flowers withdrew its bid for all of the capital stock
and operations of Refco, LLC, Refco Overseas Limited, and Refco
Singapore, from Refco, Inc., and Refco Global Futures LLC on
Monday, Oct. 24.

Refco Overseas and Refco Singapore, which are engaged in the
regulated futures and commodities trading activities, are not
included in Refco Inc. and its debtor-affiliates' chapter 11
filing, but its sale is being governed by the U.S. Bankruptcy
Court for the Southern District of New York.

J.C. Flowers withdrew its $768 million bid after the Hon. Robert
D. Drain ruled that he would only approve a $5 million break-up
fee.  J.C. Flowers had previously agreed to a fee of 2.8% of the
purchase price.

"We are disappointed by certain aspects of the Bankruptcy Court's
decision [Mon]day, but we respect the Court's view," Mr. Flowers
said.  "Under the circumstances, we are not prepared to commit at
this time to purchase Refco LLC and related assets, as we would
have been had the Court granted Refco's Bid Procedures motion.  We
have not made a decision whether we will participate in the
bankruptcy auction, but we continue to think Refco is a great
business, and we wish the employees and customers of Refco the
best."

                           New Bidders

Interactive Brokers Group LLC has currently topped the bidding war
with its new $858 million offer, followed by an $828 million offer
from DIGL Inc., formed by Dubai Investment Group LLC and Burkle's
Yucaipa Cos, Tom Becker writes for Bloomberg News.

Other potential bidders, Peter A. McKay of The Wall Street Journal
reports, include:

      -- Man Financial;
      -- Apollo Capital Management LLC;
      -- Warburg Pincus LLC
      -- Marathon Asset Management LLC; and
      -- a partnership of Merrill Lynch & Co.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion to the
Bankruptcy Court on the first day of its chapter 11 cases.


REFCO INC: Organizational Meeting of Creditors Set on October 28
----------------------------------------------------------------
The United States Trustee for Region 2, Deirdre A. Martini, will
convene an organizational meeting for unsecured creditors in the
Debtors' cases at 10:00 a.m. on October 28, 2005, at the Marriott
Marquis New York Hotel, Astor Ballroom, Times Square, 1535
Broadway, in New York.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  However, a Debtor's representative
will attend and provide background information regarding the
cases.

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. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.
Refco reported $16.5 billion in assets and $16.8 billion to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REVLON CONSUMER: Exchanging $80M Senior Notes for Registered Bonds
------------------------------------------------------------------
Revlon Consumer Products Corporation is offering to exchange
$80 million aggregate principal amount of 9-1/2% Senior Notes Due
2011 for registered bonds with the same amount and terms.

The terms of the new notes are substantially identical to those of
the old notes, except that certain transfer restrictions,
registration rights and penalty interest rate provisions relating
to the old notes will not apply to the new notes.

                       Terms of the Notes

The Notes mature on April 1, 2011.  The Company will pay interest
on the Notes on April 1 and October 1 of each year, which began
October 1, 2005.

The notes are senior unsecured debt.  The noteholders' right to
payment under the notes will be equal in right of payment with any
of the Company's present and future senior indebtedness including,
without limitation, trade payables and other liabilities which are
not by their terms specifically subordinated to the notes.  The
notes rank senior to all of our present and future subordinated
indebtedness.  The notes are structurally subordinated to all
present and future indebtedness and other liabilities of our
subsidiaries.

As of June 30, 2005, the total indebtedness and other liabilities
of the Company's subsidiaries was approximately $183.4 million
excluding intercompany payables and receivables and subsidiary
guarantees of the 2004 credit agreement.

On a pro forma basis, after giving effect to the Company's
transactions in August 2005, as of June 30, 2005, the Company's
total indebtedness would have been $1.451 billion.

As of June 30, 2005, the Company had secured indebtedness of
$737.5 million.  In the event that the secured creditors exercise
their rights with respect to the assets pledged as collateral for
our secured obligations, the proceeds of the liquidation of these
assets will first be applied to repay obligations secured by any
liens, including under the 2004 credit agreement, before any
unsecured indebtedness, including the notes, is repaid.

The Company may redeem the notes at its option in whole or in part
at any time on or after April 1, 2008.  In addition, at any time
prior to April 1, 2008, the Company will be entitled to redeem up
to 35% of the aggregate principal amount of the notes at a
redemption price of 109.5% of the principal amount thereof, plus
accrued and unpaid interest.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?280

Revlon Consumer Products Corporation is a wholly owned subsidiary
of Revlon, Inc., a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to become
the world's most dynamic leader in global beauty and skin care.
The Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

                         *     *     *

As reported in the Troubled Company Reporter on March 10, 2005,
Moody's Investors Service assigned a Caa2 rating to the proposed
$205 million senior notes offering by Revlon Consumer Products
Corporation.  In addition, Moody's affirmed Revlon's existing
ratings and its negative rating outlook.

The affirmation and assignment of long-term ratings reflect the
company's continued operational and financial progress, including
the prospective improvement in Revlon Consumer's near-term
liquidity profile as proceeds from the notes are used to refinance
bonds maturing as early as February 2006.  However, the
continuation of a SGL-4 speculative grade liquidity rating and a
negative long-term rating outlook reflect the company's ongoing
negative free cash flow profile and ongoing liquidity concerns
beyond the near term.

The ratings affected by this action are:

   * New $205 million senior notes due 2011, assigned at Caa2;

   * Senior implied rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $800 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $116 million 8.125% senior notes due 2006, affirmed at Caa2;

   * $76 million 9% senior notes due 2006, affirmed at Caa2;

   * $327 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, affirmed at SGL-4;

   * Senior unsecured issuer rating, affirmed at Caa2.

At the same time, Standard & Poor's Ratings Services affirmed its
ratings on Manhattan-based cosmetics manufacturer Revlon Consumer
Products Corp., including its 'B-' corporate credit rating.

At the same time, Standard & Poor's assigned a 'CCC' senior
unsecured debt rating to Revlon's planned $205 million senior
unsecured note offering due 2011.  S&P says the outlook is
negative.


RHODES COS: S&P Assigns Low-B Ratings to $600 Million Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to The Rhodes Cos. LLC and its affiliates or
co-borrowers -- Heritage Land Co. LLC and Rhodes General
Partnership.

At the same time, a preliminary 'B+' rating with a recovery
rating of '1' is assigned to the company's pending $450 million
first lien term loan and a preliminary 'B-' rating with a recovery
rating of '4' is assigned to the company's pending $150 million
second lien secured term loan.

Roughly half of the expected proceeds from these financings will
repay existing secured debt and fund a sizeable dividend, with the
remainder being made available for general working capital
purposes and future land acquisitions.  The outlook is stable.

"The 'B' corporate credit rating primarily reflects the company's
smaller size, very significant single market exposure, and a
highly leveraged pro forma financial profile," said credit analyst
Lisa Sarajian.  "Offsetting credit considerations include an
established, profitable track record and favorable land positions
in one of the fastest growing housing markets in the country."

While Rhodes' balance sheet recapitalization is potentially being
pursued at this housing cycle's peak, the company's
well-positioned master planned communities should prove fairly
resilient in the event of a material market softening.


RHODES INC: Files Joint Plan of Liquidation in Georgia
------------------------------------------------------
Rhodes, Inc., and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, their First Amended and Restated Joint Plan of
Liquidation and accompanying Disclosure Statement.

The Debtors filed a Plan of Reorganization on June 20, 2005, which
provided for the distribution of 30,000,000 shares of New Common
Stock to Unsecured Creditors in exchange for $59.5 million of debt
against the Rhodes entities.

The Liquidation Plan classifies all claims against the Debtors
into eight separate groups.  Unsecured creditors will receive
their pro rata distributions of any liquidation proceeds that
remains in the estates after paying administrative, priority tax,
DIP lenders, other secured claims, priority claims and convenience
claims.  The Disclosure Statement does not attempt to quantify how
much recovery will the unsecured creditors get.

Equity Interest holders will receive no distribution.

Joel Dugan, the Debtors CEO, President and CFO, will serve as the
Liquidating Agent.  After the Effective Date, Mr. Dugan will take
all necessary and appropriate actions to direct and oversee the
orderly, expeditious and efficient liquidation and distribution of
the sale proceeds of the estates' assets to creditors.

On the Effective Date, Rhodes Inc. will operate as a separate
corporate entity.  Rhodes Holdings and Rhodes Holdings II will be
dissolved.

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

   http://www.researcharchives.com/bin/download?id=051024224835

The Court will convene a hearing on Nov. 17, 2005, at 10:00 a.m.
to consider approval of the Disclosure Statement.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $50 million in total debts.


RHODES INC: Has Until December 31 to Solicit Plan Acceptances
-------------------------------------------------------------
Rhodes, Inc., and its debtor-affiliates has until December 31,
2005, to solicit acceptances of its First Amended and Restated
Joint Plan of Liquidation.  The Debtors filed the Liquidating Plan
on October 18.

Rhodes told the U.S. Bankruptcy Court for the Northern District of
Georgia that a competing plan at this stage will present a direct
impediment to their ability to successfully wind-down their
business operations.  The Debtors assured the Court that their
Official Committee of Unsecured Creditors are up-to-date with all
the developments in these cases.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and mid-western states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $50 million in total debts.


ROUNDY'S SUPERMARKETS: S&P Lifts Ratings on Proposed $1-Bil Debts
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Milwaukee, Wisconsin-based Roundy's Supermarkets Inc. to
'B+' from 'B'. The outlook is negative.

At the same time, the rating on the company's proposed
$175 million floating-rate notes due 2012 was raised to 'B-' from
'CCC+', and the rating on a proposed $825 million bank facility
was raised to 'B+' from 'B'.  The recovery rating of '3' on the
bank facility is unchanged, indicating a meaningful recovery of
principal in the event of a default.

"The rating action reflects Roundy's revised capital structure,
which results in a $150 million reduction in debt issued," said
Standard & Poor's credit analyst Stella Kapur.

The debt amount was reduced by $150 million because the company
has lowered its debt-financed dividend to $400 million, from $550
million.  The negative outlook reflects credit metrics that
initially will be weak for current ratings levels.

Pro forma for the revised refinancing and dividend payout,
Roundy's will have $938 million of debt.  Based on 12-month EBITDA
of $197 million at July 2, 2005, lease-adjusted debt to EBITDA
will be 6.6x and lease-adjusted EBITDA interest coverage will be
2x.

While credit metrics are currently weak for the ratings, Standard
& Poor's anticipates that they will improve to the mid-5x area by
the end of 2006.  Furthermore, Roundy's business profile and
adequate liquidity levels provide support for the rating and would
partially offset a weaker financial profile.

The proposed $175 million senior unsecured floating-rate notes are
rated 'B-', or two notches below the corporate credit rating.
This reflects the substantial priority debt in relation to the
company's asset base, ahead of the unsecured notes.

The corporate credit rating reflects Roundy's aggressive financial
policy, given the sizable $485 million in total dividends that
will be paid this year in two payments, and leveraged balance
sheet.

Additionally, the supermarket industry has been under significant
pricing pressure, particularly due to the expansion of Wal-Mart
Stores Inc. and Target Corp.  While these companies are not
significant players in Roundy's key markets, there is a risk that
these companies will more aggressively enter those markets.
Higher fuel prices and or a weaker economy also present potential
margin pressure concerns.


RUSSELL-STANLEY: Court Approves Prepackaged Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the prepackaged plan of reorganization of Russell-Stanley
Holdings, Inc. and certain of its subsidiaries, on Oct. 24, 2005.
The Plan provides, among other things, for the sale of
substantially all of the assets of Russell-Stanley and certain of
its subsidiaries to an affiliate of Mauser-Werke GmbH & Co. KG and
One Equity Partners.  The Plan is expected to become effective,
and the asset sale is expected to close, within the next ten days
after satisfaction or waiver of various conditions to closing.

On or shortly after the effective date of the Plan,
Russell-Stanley's subordinated notes and equity securities will be
cancelled, and holders of secured and general unsecured claims
(other than claims on account of the Notes) will be paid in full.
On or shortly after the effective date of the Plan, all trade and
vendor claims not already paid when due will be paid in full by
Russell-Stanley under the Plan, or by Mauser in accordance with
the terms of the asset purchase agreement that is a part of the
Plan.  Holders of the Notes will receive their pro rata share of
the asset sale proceeds that remain after secured claims, general
unsecured claims, and Chapter 11 expenses have been paid or
otherwise reserved.  Plan distributions will be made by a plan
administrator that was appointed under the Plan.

Prior to filing under Chapter 11 to effect the terms of the asset
sale, Russell-Stanley obtained unanimous acceptance of its Plan
from creditors entitled to vote on the Plan, which allowed the
Plan to be confirmed after only approximately two months in
Chapter 11.

"T[he] announcement and our combination with Mauser would not have
been possible without the strong support of our creditors,
vendors, customers and employees. We are very appreciative of
their continued confidence during this process," said Ronald M.
Litchkowski, President and Chief Executive Officer of Russell-
Stanley.  "We are now looking forward to a new era in our business
as we become part of an organization that is a global leader in
industrial packaging."

                       Prepackaged Plan

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Russell-Stanley Holdings, Inc., entered into a definitive asset
purchase agreement with an affiliate of Mauser-Werke GmbH & Co. KG
and One Equity Partners.  Pursuant to that agreement, Russell-
Stanley and certain of its subsidiaries will sell substantially
all of their assets to Mauser.

To effectuate the asset sale under the Purchase Agreement,
Russell-Stanley and certain of its subsidiaries filed for
reorganization under Chapter 11 of the Bankruptcy Code with a
prepackaged Plan of Reorganization.  The filings were made in the
U.S. Bankruptcy Court for the District of Delaware.  Prior to the
filings, Russell-Stanley obtained 100% acceptance of the Plan from
voting creditors.  This unanimous support is expected to minimize
the duration of the Chapter 11 cases.

The Chapter 11 filing is a condition of the asset sale and was not
due to operational concerns.  The Company believes that its
underlying business is sound and that it will be strengthened by a
combination with the financially strong Mauser organization.
Russell-Stanley's senior management is expected to continue in
their current capacity both during the Chapter 11 cases and with
Mauser after the sale is completed.

Under the proposed plan, Russell-Stanley's existing subordinated
debt and equity will be cancelled, and bondholders will receive
their pro rata share of the sale proceeds that remain after
secured claims, unsecured claims other than bond claims, and
Chapter 11 expenses have been paid or reserved.

Russell-Stanley's relationships with its vendors should not be
adversely affected by this transaction or the Chapter 11 cases.
The Company will pay vendors for post-petition goods and services
provided on or after the filing date in the normal course of
business, which obligations are entitled to priority in payment in
the Chapter 11 cases.  All outstanding purchase orders for
delivery of goods and services should be processed and shipped as
usual.

The proposed plan of reorganization contemplates the payment in
full of any allowed pre-petition vendor claims that remain unpaid
upon consummation of the Plan.  Moreover, as part of the
transaction, Mauser has agreed, upon the closing, to assume and
pay valid and accrued trade payables that are not otherwise paid
when due as a result of the filing and that are reflected on the
Company's books.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and
Bennett S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.
As of Aug. 24, 2005, the Debtors estimated total assets of
$293,388,432 and total debts of $669,100,295.


SAINT VINCENTS: Clarifies Nature of Queensbrook Capitalization
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 26, 2005,
Saint Vincents Catholic Medical Centers of New York and its debtor
affiliates asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to incorporate, capitalize and
operate a wholly owned insurance subsidiary to be licensed by the
State of New York and provisionally named Queensbrook New York,
Inc.

The Debtors intend to incorporate and capitalize Queensbrook New
York, Inc., with $275,000 in cash and equivalents on or before
November 1, 2005.

The Debtors admit that the $275,000 cash they seek to contribute
to their proposed wholly owned, "captive" New York insurance
subsidiary will be subject to attachment as security for or to
satisfy the claims of the NY Subsidiary's creditors.

This is generally the case in connection with any unrestricted
cash in a corporation, whether that cash represents invested
capital or revenue, Andrew Troop, Esq., at Weil, Gotshal & Manges
LLP, in New York, tells Judge Beatty.

The Debtors made the clarification in response to a question
Judge Beatty posed at the hearing on the Debtors' request.  Judge
Beatty asked the Debtors to make clear whether:

   "Would the creditors of the NY Insurance Subsidiary (including
   policy holders) be able to attach the $275,000 effectively
   cash capital contribution that SVCMC would intend to make to
   the NY Insurance Subsidiary to satisfy their claims?"

The Debtors intend the NY Insurance Subsidiary to provide primary
malpractice insurance coverage to physicians who practice within
the SVCMC healthcare system.

Mr. Troop, however, explains that $250,000 of the capital
contribution is required under New York Insurance law, and the
balance is intended to cover various start-up and other expenses
of the NY Insurance Subsidiary.

The Debtors have not located a case law or statutory exception to
these general legal principles for an insurance company, Mr.
Troop says.

Mr. Troop insists that the Court should still allow the Debtors'
request.  He explains that the benefits of being able to have the
NY Insurance Subsidiary far outweigh the low risk that SVCMC's
$275,000 capital contribution may be used to satisfy the claims
of, or attached by, creditors of the NY Insurance Subsidiary in
the future.

Mr. Troop cites the reasons why the Motion should be allowed:

   (a) The third-party insurance carriers that currently provide
       the Insured Physicians with primary medical malpractice
       insurance will not extend coverage beyond November 1,
       2005.  This coverage, in the amounts of $1,300,000 per
       occurrence and $3,900,000 in the aggregate, would be the
       same level of coverage to be provided by the
       NY Insurance Subsidiary;

   (b) The Non-Captive Insurance Carriers have decided not to
       extend coverage even though the policies that they issue
       to the Insured Physicians are reinsured by the Debtors'
       offshore captive insurance company, Queensbrook Insurance
       Limited, and in some cases by unrelated third parties.
       Queensbrook Insurance has assets of over [$60] million;

   (c) Without malpractice insurance issued by a New York
       licensed insurance company, the Insured Physicians cannot
       participate in a New York State program that provides each
       Insured Physician with excess insurance coverage of
       $1,000,000 per occurrence and $3,000,000 in the aggregate
       at no cost to the physician or the Debtors;

   (d) Having primary coverage and No Cost Excess Coverage is
       critically important both to the Insured Physicians and
       the Debtors.  This combination provides the Debtors with:

       * physicians who otherwise might not attend to the
         Debtors' patients by providing a more comprehensive
         insurance program than would otherwise be available; and

       * protection against having to satisfy from its resources
         claims that otherwise should be and could be satisfied
         from insurance carried by their physicians;

   (e) The policies to be issued by the NY Insurance Subsidiary
       will be reinsured by Queensbrook Insurance and, in some
       cases, unrelated third parties.  Queensbrook's position in
       this insurance program will remain unchanged; and

   (f) The Debtors estimate that establishing the NY Insurance
       Subsidiary will save $269,000 per year in third-party
       costs, an amount in the first year alone nearly equal to
       the required $275,000 capital contribution to form the NY
       Insurance Subsidiary.

Mr. Troop maintains that the $275,000 capital contribution is
low, even though as a legal matter that possibility exists.  The
NY Insurance Subsidiary's insurance policies will be reinsured
and the Debtors believe that those reinsurance sources are
viable.  The likelihood that the capital contribution will be
required to pay claims of the NY Insurance Subsidiary, therefore,
is small.

In addition, the savings to be achieved by using the NY Insurance
Subsidiary in only the first year nearly equal the amount of the
capital contribution required to be made.

The net impact on the Debtors' operations from pursuing a program
that provides both primary coverage and access to No Cost Excess
Coverage is clearly and substantially positive.

Mr. Troop notes that it is unquestionably important to the
success of the hospital system that its doctors have insurance
coverage and that every effort is taken to minimize the expenses
incurred in obtaining coverage.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SEARS HOLDINGS: Appoints Germano and Rogers to Executive Positions
------------------------------------------------------------------
Kmart Holding Corporation, a wholly owned subsidiary of Sears
Holdings Corporation (Nasdaq: SHLD), reported Donald J. Germano,
as senior vice president and general manager for Kmart's more than
1,400 stores and Dene L. Rogers as executive vice president,
restructuring and business improvement.

In his new position, Mr. Germano is responsible for the financial
performance, operations and management of all of Kmart's stores
and reports directly to Aylwin B. Lewis, chief executive officer
and president of Sears Holdings.  Mr. Germano previously served as
vice president of inventory management and replenishment.  Rogers
will report to and work closely with William C. Crowley, executive
vice president, and chief financial and administrative officer.
Rogers previously served as executive vice president of Kmart
stores.

"Don's leadership roles within our supply chain organization over
the last four years position him well for his new expanded,
operations responsibilities," Mr. Lewis said.  "I'm confident his
exceptional coaching skills, leadership ability, drive for results
and customer advocacy will help deliver a dynamic, relevant
customer shopping experience for our Kmart customers."

Mr. Lewis added, "Dene has made substantial progress in improving
the performance and the efficiency of the stores.  We have asked
him to apply his considerable change management skills more
broadly across Sears Holdings.  We believe these changes will
allow the company to benefit from these two skilled executives."

Mr. Germano joined Kmart in 2001 as divisional vice president,
supply chain, and has held increasingly responsible positions
within Kmart's supply chain organization.  Earlier in his career,
he held senior management and logistics positions with Kozmo.com,
Nabisco, North American Van Lines and United Parcel Service.
Germano holds a B.S. degree from the United States Naval Academy.

Mr. Rogers joined Kmart in 2003 and served in a variety of roles
before assuming the position of senior vice president, stores in
2004.  Before joining Kmart, Rogers was senior vice president,
planning, development and new products for Starwood Hotels &
Resorts Worldwide Inc.  He also served as senior vice president,
business development at General Electric Capital.

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SEGA GAMEWORKS: Court Confirms Amended Plan of Reorganization
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed SEGA Gameworks LLC's Second Amended Plan of
Reorganization on Oct. 20, 2005.

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

Pursuant to the Debtor's Plan, the Debtor will establish:

     -- a $250,000 professional fee reserve; and
     -- a $100,000 expense reserve.

All undisputed portions of a priority tax claim will be paid on
the effective date; disputed portions of that claim will be paid
upon the later of the effective date or the entry of an order
allowing such claim.

The Plan Administrator will make interim cash distributions to
General Unsecured creditors, not covered by any insurance policy,
on a pro rata basis.  These creditors are owed approximately
$6 million to $7 million.  Unsecured creditors are expected to
recover 24% to 31% of their claims.

Equity interest holders will receive no distribution under the
Plan.

Headquartered in Glendale, California, SEGA Gameworks LLC --
http://www.gameworks.com/-- operates 16 video arcades in 11 US
states, Canada, Guam, and Kuwait.  The Company filed for chapter
11 protection on March 9, 2004 (Bankr. C.D. Calif. Case No.
04-15404).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
both estimated debts and assets of $50 million.


SENSE TECHNOLOGIES: Balance Sheet Upside-Down by $757K at Aug. 30
-----------------------------------------------------------------
Sense Technologies, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending August 31, 2005, to the
Securities and Exchange Commission on October 21, 2005.

The Company reported a $114,552 net loss on $10,225 of net
revenues for the quarter ending August 31, 2005.

At August 30, 2005, the Company's balance sheet shows $940,634 in
total assets and $1,697,926 in total debts.

At August 30, 2005, the Company's equity deficit narrowed to
$757,292 from a $786,455 deficit at February 28, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?27e

Sense Technologies, Inc., holds an exclusive license to
manufacture, distribute, market and sublicense world-wide, a
patented technology which is used to produce the Guardian Alert
backing awareness system for motor vehicles utilizing microwave
radar technology, as well as a patented technology which is used
to produce the ScopeOut adjustable mirrors system for improved
backing awareness.  The Company manufactures the Guardian Alert
product in Charlotte, NC through an outsourced vendor with
extensive experience producing products for auto dealerships, and
OEMs. The manufacturer of the ScopeOut products will be approved
soon.  The Company has established relationships with multiple
large dealership groups and after market product distributors.
The Company plans to complete development of its next-generation
microwave product and continue to increase sales through continued
development of new marketing relationships, as well as develop
marketing opportunities for the recently-added ScopeOut product
line.


SHOPKO STORES: Buy-Out Agreement Cues S&P to Retain Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Shopko
Stores Inc., including the 'BB-' corporate credit rating, remain
on CreditWatch with negative implications, where they were placed
April 8, 2005, based on its leveraged buyout agreement.

On Oct. 18, 2005, Ashwaubenon, Wisconsin-based Shopko signed a new
merger agreement with an affiliate of Sun Capital Partners Inc.
and terminated its former agreement with an affiliate of Goldner
Hawn Johnson & Morrison Inc.  The new agreement specifies a
purchase price of $29 per share plus the assumption of Shopko's
debt, which totaled $275 million at July 30, 2005.

Commitment letters have been obtained for all necessary debt
financing from Wachovia Bank, National Association, Wachovia
Capital Markets LLC, and Ableco Finance LLC and an equity
commitment letter has been delivered by Sun Capital Partners IV
LP.  These financing sources have committed to provide debt
and/or equity financing in connection with the merger in an
aggregate amount equal to $1.625 billion.  This amount, together
with Shopko's cash, should be sufficient to fund the acquisition,
any amounts due under the existing credit facility, and Shopko's
tender offer for its senior notes.

"Although the specifics of the new capital structure are not clear
at this time, the company is expected to add incremental debt to
finance the buyout," said Standard & Poor's credit analyst Mary
Lou Burde.  Accordingly, debt leverage is expected to rise from
its level of 2.1x at January 2005.

Meanwhile, Shopko has extended its tender offer to purchase its
outstanding $100 million 9.25% senior notes due 2022 to Nov. 10,
2005.  As of Oct. 28, 2005, about 94% of the principal amount of
the notes had been tendered.  The notes indenture was amended Aug.
16, 2005, eliminating substantially all restrictive covenants,
including those related to the incurrence of liens and the ability
to enter into a merger, consolidation, or asset sale.

Consummation of the tender offer is contingent upon completion of
the merger, expected to close in December 2005 or January 2006.
The transaction is subject to approval by Shopko's shareholders
and other customary conditions, including regulatory approvals.
If the tender is completed, Standard & Poor's will withdraw its
'B+' senior unsecured note and 'BB-' corporate credit ratings on
Shopko.


SOUTHWEST HOSPITAL: Confirmation Hearing Set for November 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, approved, on October 19, 2005, Southwest
Hospital and Medical Center, Inc.'s First Amended Disclosure
Statement explaining its First Amended Joint Liquidating Chapter
11 Plan.  The Plan is co-proposed by the Official Committee of
Unsecured Creditors.

The Debtors' assets were sold on July 5 to Southwest Doctors
Group, LLC, for $14,750,000.  Part of the sale proceeds was used
to pay the DIP lender, DVI Business Credit Corporation and
Citizens Trust Bank.

Under the Plan, these claims are paid in full:

     Creditor/Class              Claim Amount
     --------------              ------------
     Administrative Expense    $1.5M to $4.5M
     Priority Tax              $1.8M to $3.5M
     Priority Claims                 $100,000
     Medical Capital Holdings      $1,000,000
     Capitol City                    $530,000
     Fulton County                    $19,000

Unsecured creditors, owed at least $18 million, are expected to
recover not more than 15% of their claims.

Convenience claim holders are expected to recover 15% of their
claims totaling $165,000.

J. Michael Weathers, appointed in August 2005 as estate
consultant, will become liquidating agent on the Effective Date.
Mr. Weathers will be responsible for liquidating the Debtor's
remaining assets for distribution to creditors.  He will also be
authorized to invest funds, pay taxes and engage and compensate
professionals.  A hundred and twenty days after the final
distribution date, the Liquidating Agent will file a request for
the dissolution of the Debtor under the laws of the State of
Georgia.

A Distribution Reserve will be set up to hold cash for
distribution to creditors.  The Debtor will fund the Reserve with

     a) cash in an amount sufficient to pay in full all
        unimpaired claims;

     b) cash in an amount sufficient to pay a fraction of the
        allowed convenience claims; and

     c) remaining available cash.

An Oversight Committee will also be established, on the Effective
Date, to provide the Liquidating Agent advice on:

     a) the timing and amount of distributions under the Plan;

     b) retention and compensation of professionals;

     c) pursuit and settlement of claim objections and causes of
        action.

The Oversight Committee members will be:

          * Fulton Emergency Physicians, LLC,
          * Productivity Network Innovations, LLC,
          * RLS Med-Support, Inc.

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

    http://www.researcharchives.com/bin/download?id=051025024445

The Court will convene a hearing on Nov. 29, 2005, to discuss the
merits of the Plan.  Objections to the Plan, if any, must be filed
by Nov. 22.

Headquartered in Atlanta, Georgia, Southwest Hospital and Medical
Center, Inc., operates a hospital.  The Company filed for chapter
11 protection on September 9, 2004 (Bankr. N.D. Ga. Case
No. 04-74967).  G. Frank Nason, IV, Esq., at Lamberth, Cifelli,
Stokes & Stout, PA, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed both estimated assets and debts of $10 million to $50
million.


SOUTHERN INVESTORS: Judge Bohm Confirms Amended Chapter 11 Plan
----------------------------------------------------------------
The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas confirmed the First Amended Plan of
Reorganization filed by Southern Investors Service Company, Inc.
Judge Bohm confirmed the Amended Plan on Oct. 13, 2005.

                   Summary of the Amended Plan

On the Effective Date of the Plan, all of the existing prepetition
Interests in the Debtor will be cancelled.  The Liquidating Debtor
will be authorized to issue only 1,000 shares of its common stock
at $1.00 par value, to the Plan Agent.

The Plan Agent will be the record owner of the New Common Stock of
the Liquidating Debtor, which will constitute 100% of the issued
and outstanding shares of capital stock of the Liquidating Debtor.
The Plan Agent will hold the New Common Stock of the Liquidating
Debtor for the benefit of holders of Allowed Claims against the
Debtor.

The Plan Agent will vote those shares at all appropriate times to
elect himself as the sole director and officer of the Liquidating
Debtor and to implement the terms and provisions of the Plan.

Pursuant to Section 6.2.1 of the Plan, Eric Schumann was approved
as the Plan Agent under the Plan.  Pursuant to the Plan, Mr.
Schumann will receive no compensation for performing the services
of the Plan Agent.

              Treatment of Claims and Interests

A) Unimpaired Claims consist of allowed priority unsecured non-tax
   claims, allowed secured claims of Harris County and other
   allowed secured Claims.

   1) each Allowed Priority Unsecured Non-Tax Claim will be paid
      in full, in cash from the Available Cash.  All Allowed
      Priority Unsecured Non-Tax Claims that are not due and
      payable on or before the Effective Date will be paid in the
      ordinary course of business pursuant to the terms of the
      Plan;

   2) Harris County, Houston, Houston Independent School
      District, and Cypress-Fairbanks Independent School District
      claims, collectively called the Harris County Unsecured
      Claims, will retain their liens, if any, upon the Debtor's
      real property not abandoned under the Plan.  If any property
      in which Harris County retains liens is sold pursuant to
      the Plan for an amount greater than the amount of Harris
      County's claim, Harris County will be entitled to receive,
      to the extent of its oversecurity, a postpetition interest
      of 10% per annum on its claim; and

   3) Other Allowed Secured Claims, will receive either:

      1) Cash in an amount equal to the Allowed Secured Claim, or
         deferred Cash payments totaling at least the allowed
         amount of the Allowed Secured Claim, of a value of at
         least the value of that holder's interest in the Estate's
         interest in the Collateral securing the Allowed Secured
         Claim, or

      3) all or a portion of the Collateral securing those
         holder's Allowed Secured Claim, or

      4) receive payments or Liens amounting to the indubitable
         equivalent of the value of those holder's interest in the
         Estate's interest in the Collateral securing the Allowed
         Secured Claim, or receive other treatment as that holder
         will agree upon in writing.

B) Impaired Claims consist of General Unsecured Claims and
   Interests in the Debtor.

   1) each holder of an Allowed General Unsecured Claim will
      receive its Pro Rata share of Available Cash on the
      Distribution Date; and

   2) all Interests will be cancelled on the Effective Date
      pursuant to Section 6.3.1 of the Plan, and holders of those
      Interests will not be entitled to receive any Distribution
      under the Plan.

A full-text copy of the First Amended Plan is available for free
at http://ResearchArchives.com/t/s?278

The Debtor submitted certain modifications to the Amended Plan on
Oct. 12, 2005.  The Court ruled that the modifications are
immaterial or do not adversely affect any party who has accepted
the Plan and the confirmed Amended Plan as modified still meets
the requirements of 11 U.S.C. Sections 1122 and 1123.

A full-text copy of the modifications to the Amended Plan is
available for free at http://ResearchArchives.com/t/s?279

Headquartered in Houston, Texas, Southern Investors Service
Company, Inc., manages residential developments and office
buildings that are owned by others.  The Company filed for chapter
11 protection on April 8, 2005. (Bankr. S.D. Tx. Case No. 05-
35538). Basil A. Umari, Esq., at Andrews & Kurth LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported assets of
$2,377,000 and debts totaling $8,607,000.


STERLING FINANCIAL: Earns $13.9 Million of Net Income in 3rd Qtr.
-----------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) reported earnings of
$13.9 million for the third quarter of 2005.  This represented a
9% decrease from earnings of $15.3 million for the prior year's
comparable quarter.  The decrease was due to the slower than
expected growth in loan balances, the impact of the continued
flattening of the yield curve, and an increase in operating
expenses.  Earnings for the nine months ended September 30, 2005
were $45.8 million compared with $40.8 million for the same period
in 2004, reflecting a 12% increase year-over-year.  The increase
for the year-to-date results over the prior year reflects growth
in net interest income.

Harold B. Gilkey, Sterling's chairman and chief executive officer,
said, "During the third quarter, we experienced market pressures
that were affecting the financial institutions industry, including
the flattening of the yield curve and tighter spreads on loans.
Additionally, our earning assets were lower than anticipated, in
part because loan pay-offs in the third quarter were much higher
than anticipated, primarily in the permanent real estate
segments."

"Part of the reason for the lower earning assets this quarter
relates to Sterling's repositioning the mix of assets in its loan
portfolio near the end of the second quarter, when the Bank took
advantage of market conditions and sold $336 million in lower
yielding residential and commercial loans. Reducing the level of
these loans helped avoid a reduction in interest margin and
increased our mortgage banking operations income for the second
quarter.  However, replacement of these earning assets has been
slower than anticipated.  While loan originations have been
strong, draw-downs on construction and commercial lines are well
below Sterling's historical levels and pay-offs, as mentioned,
have been higher than expected."

"While market conditions, and our portfolio repositioning,
impacted earnings for the third quarter, Sterling's overall
performance, reflects strength in a number of sectors, including
percentage growth in deposits and transaction account fee income.
The current pipeline of pending loans in business, corporate and
construction lending provides confidence for better earning asset
growth for the remainder of the year."

Mr. Gilkey went on to further comment, "Sterling's employees have
been focused on our customers' needs, which is reflected in record
loan originations.  The 28% annual growth in loan originations
indicates that lending opportunities in the Pacific Northwest
region continue to be robust, and Sterling's increasing pipeline
of loan applications reflects the positive economies throughout
our four-state footprint.  I am confident, based on conversations
with customers and our division managers, that loan draw-downs and
loan growth will continue to improve.  The improving economy
encourages management to expect that draw-downs will return to
more normal levels, and at the same time we expect that rising
interest rates will slow pre-payments."

                            Lending

As of Sept. 30, 2005, Sterling's loans receivable were $4.29
billion, up $106.4 million from the preceding quarter, primarily
from strength in construction lending.  Sterling's capacity in
commercial and industrial lending, as well as construction and
consumer lending, is ideally suited for opportunities inherent in
the region's improving economies.

                         Credit Quality

As of Sept. 30, 2005, total nonperforming assets were $11.6
million, or 0.17% of total assets.  This compares favorably with
the third quarter 2004 level of $16.9 million, or 0.25% of total
assets.  The improvement in nonperforming assets reflects strength
in the regional economy and Sterling's continued high lending
standards.

             Balance Sheet and Capital Management

At Sept. 30, 2005, Sterling's total assets were $6.80 billion, an
increase from the preceding quarter's total assets of $6.74
billion, primarily reflecting loan growth.  Equity to assets was
7.35% and tangible shareholders' equity to tangible assets was
5.54% at September 30, 2005, reflecting year-over-year asset
growth.

As of Sept. 30, 2005, Sterling's book value per share was $14.39
compared to $14.54 at June 30, 2005.  This decrease in book value
reflects an increase in the unrealized loss on our investment
portfolio.  The Bank's risk- based capital ratios continued to
exceed the "well-capitalized" requirements.

                       Goodwill Litigation

In May 1990, Sterling sued the U.S. Government with respect to the
loss of the goodwill treatment and other matters relating to
Sterling's past acquisitions of troubled thrift institutions.  In
the Goodwill Litigation, Sterling seeks damages for, among other
things, breach of contract and deprivation of property without
just compensation.

In September 2002, the U.S. Court of Federal Claims granted
Sterling Savings Bank's motion for summary judgment as to
liability on its contract claim, holding that the U.S. Government
owed contractual obligations to Sterling with respect to the
company's acquisition of three failing regional thrifts during the
1980s and had breached its contracts with Sterling.

On Mar. 31, 2005, a hearing was held in the U.S. Court of Federal
Claims on the U.S. Government's motion to reconsider part of the
September 2002 liability judgment.  Sterling opposed the motion.
Sterling is waiting for a decision on the motion and for a trial
date to be set to determine what amount, if any, the U.S.
Government must pay in damages for its breach. The timing and
ultimate outcome of the motion for reconsideration and the
Goodwill Litigation cannot be predicted with certainty.  Because
of the effort required to bring the case to conclusion, Sterling
will likely continue to incur legal expenses as the case
progresses.

                             Outlook

Commenting on the third quarter of 2005, Mr. Gilkey stated,
"Although earnings growth for the second half of 2005 has been
under pressure, I believe in the systems we have in place and in
the ability of our employees to rise to challenges, and I am
encouraged by the fact that many segments of our business plan are
on track as we continue to develop Sterling's commercial bank
capabilities. While I remain confident in Sterling's ability to
perform well, in the near term, we are likely to continue to be
somewhat impacted by market conditions."

Mr. Gilkey continued, "Those segments of Sterling's business that
are within our control are meeting or exceeding our expectations.
For example, I am pleased to see our loan originations at record
levels, strong growth in deposit balances and continued success in
meeting our customers' needs, while at the same time providing
opportunities for generation of fee income. The strength in these
key fundamentals, in addition to the backlog of business in our
lending portfolio, reflects that Sterling remains a leader in
regional community banking."

Sterling Financial Corporation of Spokane, Washington is a bank
holding company, which owns Sterling Savings Bank.  Sterling
Savings Bank is a Washington State-chartered, federally insured
commercial bank, which opened in April 1983 as a stock savings and
loan association.  Sterling Savings Bank, based in Spokane,
Washington, has financial service centers throughout Washington,
Oregon, Idaho and Montana.  Through Sterling Saving Bank's wholly
owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage
Investment Company, it operates loan production offices in
Washington, Oregon, Idaho, Montana, Arizona and California.
Sterling Savings Bank's subsidiary Harbor Financial Services
provides non-bank investments, including mutual funds, variable
annuities and tax-deferred annuities and other investment products
through regional representatives throughout Sterling Savings
Bank's branch network.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Fitch Ratings has revised the Rating Outlook for Sterling
Financial Corporation and Sterling Savings Bank to Positive from
Stable.

The Outlook change reflects the continued progress that STSA has
made improving both its franchise as well as its balance sheet
structure.  Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $7.0
billion in assets and 138 branches in four states.  Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity and, highlighting this
transformation, has recently applied to change to a Washington
state-chartered commercial bank charter.

An improving level of earnings, strong asset quality, and stable
levels of capitalization are the drivers of Fitch's Outlook
revision.  The successful continuation of these trends and the
additional accumulation of capital, specifically tangible common
equity, remains an opportunity for a change in ratings.

These ratings are affirmed by Fitch:

   Sterling Financial Corporation

     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual rating 'C';
     -- Support '5';
     -- Outlook to Positive.

   Sterling Savings Bank

     -- Long-term deposit 'BBB-';
     -- Short-term deposit 'F3';
     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual 'C';
     -- Support '5';
     -- Outlook to Positive.


STEWART ENTERPRISES: Files Partially Completed Financials
---------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) filed with the
Securities and Exchange Commission a partially complete Form 10-Q
for the quarter ended July 31, 2005 and a partially complete Form
10-K/A for the year ended Oct. 31, 2004.

As reported in the Troubled Company Reporter on Oct. 20, 2005, the
Company considered filing with the SEC by Oct. 24, 2005, its Form
10-K/A for the year ended Oct. 31, 2004, and its Form 10-Q for the
quarter ended July 31, 2005, without the effects of any potential
adjustments that may result from the completion of the deferred
revenue project, and accordingly, these documents would be filed
without the auditor's opinion, and without the auditor's review
being completed.

                         Partial Filings

The Company filed a Form 10-Q for the quarter ended July 31, 2005,
which is not complete because it is being filed without the
effects of any potential adjustments that may result from the
completion of its deferred revenue project and without the effects
of specified immaterial adjustments described in the filing.
Accordingly, it is also being filed without the independent
registered public accounting firm's review being completed and
without the certifications of the Company's Chief Executive
Officer and Chief Financial Officer.

The Company also filed a Form 10-K/A Amendment No. 2 for the year
ended Oct. 31, 2004, which is also not complete because it is
being filed without the effects of any potential adjustments that
may result from the completion of the deferred revenue project,
without the effects of specified immaterial adjustments described
in the filing and without a cumulative restatement of
shareholders' equity in fiscal year 2000 of approximately $500,000
related to the accounting for certain leases for periods prior to
2000.  Accordingly, it is also being filed without the opinion of
the Company's independent registered public accounting firm and
without the certifications of the Company's Chief Executive
Officer and Chief Financial Officer.

The Company believes that, except for the results of the deferred
revenue project, there should be no material outstanding issues on
these reports.  The Company has decided to make these filings now
because it believes that the information in these reports would be
meaningful to its security holders.

                   Form 10-K/A Amendment No. 2

The Form 10-K/A Amendment No. 2 for the year ended Oct. 31, 2004
is being filed to show the effect of the amendment and restatement
of the financial statements included in the Company's original
Form 10-K filing, as previously amended, for the fiscal year ended
October 31, 2004, and to make related changes in the disclosures
throughout the 2004 Form 10-K, primarily in order to:

    (1) reflect an increase in the number of the Company's
        operating and reportable segments, and

    (2) to reflect a non-cash goodwill impairment charge in fiscal
        year 2002 and eliminate the goodwill impairment charge in
        fiscal year 2003.

These changes are being made in response to comments raised by the
Staff of the Securities and Exchange Commission during their
review of the 2004 Form 10-K and subsequent filings.

                   Possible NASDAQ Delisting

Due to the deferred revenue project and other immaterial
adjustments described in the filings, the Company has been unable
to file its complete Form 10-Q for the quarter ended July 31,
2005.  The Company has been in discussions with NASDAQ, where its
Class A common stock is traded, and believes NASDAQ may find that
the Company's inability to timely file a complete Form 10-Q for
the quarter ended July 31, 2005 constitutes a failure to comply
with the requirements for continued listing.

If the Company receives a notice of delisting proceedings from
NASDAQ, it plans to seek a hearing before NASDAQ's Listing
Qualifications Panel to request an extension of time to complete
the filing and thereby regain compliance with the listing
standards; the delisting would be stayed pending a final
determination by NASDAQ.  The Company is optimistic that its
request would be granted, although no assurances can be given.
Delisting of the Company's Class A common stock from NASDAQ could
have a material adverse effect on the trading price of and market
for the Class A common stock and on the Company's ability to raise
capital.

In addition, during any period when the Company is not current
with its SEC reports, neither its affiliates nor any person that
purchased shares in a private offering during the preceding two
years will be able to sell their shares in public markets pursuant
to Rule 144 under the Securities Act of 1933.  Also, the Company's
registration statements on Form S-8 regarding sales of its
securities through its employee benefit plans will not be
available and the Company will be suspending sales under these
registration statements until it is current in its SEC filings.

                 Deferred Revenue Project

In connection with the Company's internal control assessment under
Section 404 of Sarbanes-Oxley, the Company undertook a project
earlier this year to verify the balances in deferred preneed
cemetery revenue and deferred preneed funeral revenue by
physically reviewing certain of the preneed cemetery and funeral
service and merchandise contracts.

While the Company has made significant progress, it has not
completed its overall review and reconciliation.  The Company had
anticipated completing its review prior to filing its Annual
Report on Form 10-K for fiscal year 2005.  Although the progress
of the project has been disrupted by Hurricane Katrina, the
Company still plans to try to complete the project in time to file
its Annual Report on Form 10-K for fiscal year 2005 by its due
date.

Management believes that the deferred revenue project could result
in a restatement of the Company's prior period financial
statements.  Management believes that to the extent there is an
adjustment, a significant portion of that adjustment would relate
to the cumulative effect of adopting Staff Accounting Bulletin 101
on Nov. 1, 2000 and could impact reported earnings for periods
subsequent to the implementation of SAB No. 101.

Management believes that the adjustment, if any, would result in a
non-cash adjustment to deferred revenue and to shareholders'
equity in an amount that should not exceed $60 million and could
be materially less than that amount.  In connection with the
deferred revenue project, the Company is also evaluating whether
there could be a material weakness in internal control related to
deferred preneed revenue.

Once the deferred revenue project is completed and the Company's
independent registered public accounting firm has completed its
audit of the Form 10-K/A and its review of the Form 10-Q, the
Company will amend these filings to include the report of its
independent registered public accounting firm in its Form 10-K/A,
to note the completion of the Form 10-Q, to include the
certifications of the Company's Chief Executive Officer and Chief
Financial Officer, and to make any necessary adjustments as a
result of the deferred revenue project.

Management's estimate of the results of the deferred revenue
project is a forward-looking statement that is subject to
uncertainties.  Important factors that could cause actual results
to differ materially from the estimate include whether the Company
uncovers unanticipated issues during its review of the remaining
preneed contracts.

In connection with the Company's internal control assessment under
Section 404 of Sarbanes-Oxley, the Company undertook a project
earlier this year to verify the balances in deferred preneed
cemetery revenue and deferred preneed funeral revenue by
physically reviewing certain of the preneed cemetery and funeral
service and merchandise contracts.

Founded in 1910, Stewart Enterprises is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 231 funeral homes and 144
cemeteries. Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.

                         *     *     *

            Waiver Talks with Lenders & Bondholders

As reported in the Troubled Company Reporter on Sept. 14, 2005,
the Company has initiated contact with its lead lenders under the
credit facility and expects to seek, and receive, waivers of any
defaults in the near future.  Additionally, the indenture
governing the Company's 6-1/4% senior notes due 2013 requires the
Company to furnish to the trustee the information required by Form
10-Q within the time periods required by the SEC's rules and
regulations, and an event of default would occur under the
indenture if the Company failed to provide that information within
30 days after receipt of written notice by the trustee or the
holders of at least 25% of the principal amount outstanding.


SUBURBAN PROPANE: S&P Pares Senior Unsecured Rating to B- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on retail propane and fuel oil distributor Suburban Propane
Partners L.P. to 'B+' from 'BB-' and removed the company's ratings
from CreditWatch with negative implications, where they were
placed on Sept. 19, 2005. The outlook is stable.

Standard & Poor's also lowered its senior unsecured rating on
Suburban to 'B-' from 'B'.

Whippany, New Jersey-based Suburban had $563.7 million of debt as
of June 25, 2005.

The rating action reflects Suburban's weak operating and financial
performance in fiscal 2005 at the partnership's fuel oil segment,
primarily due to spikes in commodity prices and an ineffective
hedging strategy for the partnership's fuel oil customer ceiling
program.

Although this price cap program has since been terminated and
financial performance in the fuel oil segment could return to the
more profitable levels realized in 2004, concerns
remain regarding the company's ability to fully bounce back from
the challenges faced last winter.  Of particular concern is that
financial performance could suffer during this year's winter
heating season, given extraordinarily high commodity prices and
the possibility of atypical weather.

"The stable outlook on Suburban reflects the expectation of
improved financial performance during this winter heating season,"
said Standard & Poor's credit analyst Kevin L. Beicke.  "Ratings
stability is also dependent on the company establishing a good
operating record with its riskier fuel oil segment, and if credit
metrics continue to deteriorate, an outlook revision to negative
could occur," he continued.


SYSTEMS EVOLUTION: Independent Auditor Raises Going Concern Doubt
-----------------------------------------------------------------
Malone & Bailey, PC, expressed substantial doubt about Systems
Evolution Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended May 31, 2005, 2004 and 2003.  The auditing firm points to
the Company's successive losses in the last three fiscal years.

The Company's previous independent auditor, Blevins, Bork &
Associates, LLP, also expressed substantial doubt about the
Company's ability to continue as a going concern based on the
Company's losses and $269,966 working capital deficiency at
May 31, 2004.

                       Fiscal 2005 Results

Systems Evolution has had minimal revenues and has not been
profitable in the last three fiscal years.  In its Form 10-KSB
submitted with the Securities and Exchange Commission, the Company
reports a $3,824,091 net loss in fiscal 2005 compared to a
$2,733,687 net loss in fiscal 2004.

Management says the sharp increase in the net loss was due to the
costs associated with paying financial consultants for raising
capital and the costs associated with the acquisition of CMS
Technology Services LP, Next Hire Consultants Inc., and Duration
Software Inc.

The Company's balance sheet showed $8,200,254 of assets at May 31,
2005, and liabilities totaling $1,523,358.  The Company estimates
that it requires approximately $1 million in additional capital
over the next 15 months.

                     About Systems Evolution

Based in Houston, Texas, Systems Evolution Inc. (OTC:SEVI) --
http://www.systemsevolution.com/-- is a professional service
organization providing computer software development services,
computer network support, and contract staff for its clients. The
Company's largest client is the State of Texas government.


TARGUS GROUP: S&P Junks $150 Million Senior Subordinated Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to laptop case and computer accessory provider
Targus Group International Inc.

At the same time, Standard & Poor's assigned its 'B' rating and
its '2' recovery rating to the company's proposed $205 million
senior secured credit facility, indicating that lenders can expect
substantial recovery of principal in the event of a payment
default or bankruptcy.

Standard & Poor's also assigned a 'CCC+' rating to Targus'
proposed $150 million senior subordinated note offering due 2013.
All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  The outlook is
stable.

Standard & Poor's estimates that Anaheim, California-based Targus
will have about $315 million of total debt outstanding --
excluding operating leases -- upon closing of the transaction.

Fenway Partners, the financial sponsor, will acquire Targus for
$422 million, including fees and expenses.  Proceeds from the new
credit facility and subordinated note issuance will be used to
finance the acquisition of the company.  Fenway will also make a
$106.7 million common equity contribution to help fund the
transaction.


TKO SPORTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TKO Sports Group USA Limited
        aka TKO Sports Group, Inc.
        6100 West By Northwest Boulevard, Suite 160
        Houston, Texas 77040

Bankruptcy Case No.: 05-48509

Type of Business: The Debtor manufactures sporting
                  goods and fitness equipment.
                  See http://www.strengthtko.com/

Chapter 11 Petition Date: October 11, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Weycer, Kaplan, Pulaski & Zuber, P.C.
                  11 East Greenway Plaza, Ste 1400
                  Houston, Texas 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Qingdao Inred Sport Goods        Trade                  $435,286
Liu Ting Xin Xing Jian Cai Ind.
Cheng Yang District
Qingdao, Shangdong 266108
CHINA

Olympic International Limited    Trade                  $353,490
Suite 1505-6, Albion Plaza
Granville Road
Tsimshatsui, Kowloon
HONG KONG

Orbiter International            Trade                  $340,042
39, Lane 357 Yhi Ming Road
Sec. 2
Tai-Li City, Taichung, TAIWAN

Sakurai-Sports K-Pro Ltd.        Trade                  $321,884

Hangzhou Amir Sports Goods Co.   Trade                  $275,089

C&M Holdings Ltd.                Trade                  $122,028

Sunex Sports Co., Ltd.           Trade                  $121,779

TIAA                             Trade                   $86,720

Starpak Martial Arts Pvt. Ltd.   Trade                   $80,850

Central Transport Int'l. Inc.    Trade                   $59,969

Bayou City Packaging Corp.       Trade                   $54,390

Geeng Wei Tech (Suzhou) Co. Ltd. Trade                   $51,510

Iron Body International Ltd.     Trade                   $39,158

Taffeta Inc.                     Trade                   $38,168

Hendee Enterprises               Trade                   $37,442

Universal Sports Industries      Trade                   $36,103

Landstar Ligon                   Trade                   $35,808

Jinwei Plastic Mold Hardware     Trade                   $33,887

Bro-Tex, Inc.                    Trade                   $31,891

Malin NJ & Associates LP         Trade                   $30,767


TRUDY DEVELOPMENT: Has to Make Land Purchase Decision by Nov. 15
----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York denied Voyager Boulevard
Investments, LLC, and South Boulevard Investments, Inc.'s pitch
for the dismissal of Trudy Development LLC's chapter 11 case.

Voyager and South Boulevard entered into two identical
Purchase Agreements with the Debtor on Nov. 23, 2004.  Those
agreements, containing time of the essence provisions, require the
Debtor to buy a contiguous and undeveloped 55-acre parcel of
property in Clark County, Nevada, for a purchase price of
approximately $83 million.

The two Purchase Agreements originally provided for a closing
date of May 15, 2005, which by later amendments was extended to
Sept. 16, 2005 -- the date the Debtor filed for bankruptcy.

To protect the Sellers' interests, the Court ordered the Debtor
to:

     a) pay $110,000 to the sellers which will be held in escrow
        by their counsel; and

     b) decide whether to assume or reject the purchase
        agreements before 10:00 a.m. of November 15.

Headquartered in New York City, New York, Trudy Development LLC,
aka Roxanne Development LLC, filed for chapter 11 protection on
Sept. 16, 2005 (Bankr. S.D.N.Y Case No. 05-18135).  Robert R.
Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $83,402,206 and total debts of $3,175,000.


UAL CORP: Files First Amended Plan & Disclosure Statement
---------------------------------------------------------
UAL Corporation and its debtor-affiliates delivered their First
Amended Plan and Disclosure Statement to the Court on Oct. 20,
2005, following approval of its disclosure statement by the U.S.
Bankruptcy Court for the Northern District of Illinois.

According to Frederic F. Brace, UAL Corporation executive vice
president and chief financial officer, these classes of claims
are estimated to recover 4% to 8% of face value under the Amended
Plan:

    Class                    Description
    -----                    -----------
     1D             Unsecured Convenience Class Claims
     1E-1           Unsecured Retained Aircraft Claims
     1E-2           Unsecured Rejected Aircraft Claims
     1E-3           Other Unsecured Claims
     2D-1           Unsecured Convenience Class Claims
     2D-2           Unsecured Retiree Convenience Class Claims
     2E-1           Unsecured Retained Aircraft Claims
     2E-2           Unsecured Rejected Aircraft Claims
     2E-3           Unsecured PBGC Claims
     2E-4           Unsecured Chicago Municipal Bond Claims
     2E-5           Unsecured Public Debt Aircraft Claims
     2E-6           Other Unsecured Claims
     3D             Unsecured Convenience Class Claims
     3E-1           Unsecured Retained Aircraft Claims
     3E-2           Unsecured Rejected Aircraft Claims
     3E-3           Other Unsecured Claims
4D through 28D     Unsecured Convenience Class Claims
4E through 28E     Unsecured Claims

The 4% to 8% estimated recovery range for most of the Unsecured
Claim Holders is based on various assumptions, including:

   (a) Unsecured Claims of $20,000,000,000 to $35,000,000,000;
       and

   (b) an equity value of the Debtors of $1,900,000,000.

                       New UAL Securities

On the Effective Date, Reorganized UAL will issue up to
125,000,000 shares of New UAL Common Stock, to be divided in this
manner:

   (1) 106,250,000 shares as the Unsecured Distribution and the
       Employee Distribution;

   (2) 10,00,000 shares, or equivalent options, pursuant to the
       Management Equity Incentive Plan and the Director Equity
       Incentive Plan; and

   (3) 8,750,000 shares reserved for future distribution pursuant
       to the Management Equity Incentive Plan and the Director
       Equity Incentive Plan.

In addition, Reorganized UAL will issue:

   * one share of Class Pilot MEC Junior Preferred Stock to the
     Air Line Pilots Association; and

   * one share of Class IAM Junior Preferred Stock to the
     International Association of Machinists and Aerospace
     Workers.

                 Chicago Municipal Bond Claims

Under the First Amended Plan, Reorganized UAL will issue New UAL
ORD Settlement Bonds for distribution to Holders of Unsecured
Chicago Municipal Bond Claims in the amounts, and pursuant to the
terms, set forth in the Chicago Municipal Bond Settlement Order
and the Chicago Municipal Bond Settlement Agreement.

The New UAL ORD Settlement Bond documents will be reasonably
acceptable to Stark Investment LP, and will be distributed to the
Trustees for the Chicago Municipal Bonds, for sale and
distribution to the Holders of Unsecured Chicago Municipal Bond
Claims, in accordance with the elections made by the Holders on
their Ballots and in accordance with the terms of the Chicago
Municipal Bond Settlement Agreement.

The Trustees will receive for distribution to the Holders that
portion of the New UAL ORD Settlement Bonds having a principal
amount of $144,453,000, in accordance with Sections 3(a)(ii),
b(ii), and (c)(ii) of the Chicago Municipal Bond Settlement
Agreement, in these amounts:

   (a) The Trustees for the Series 2001A-1 Bonds and the Series
       2001A-2 Bonds will receive $48,666,000 in principal
       amount;

   (b) The Trustees for the Series 2000A Bonds will receive
       $9,216,000 in principal amount; and

   (c) The Trustees for the Series 2001B Bonds, the Series 2001C
       Bonds, the Series 1999A Bonds, and the Series 1999B Bonds
       will receive $86,570,000 in principal amount.

The electing Holders of the Unsecured Chicago Municipal Bond
Claims will purchase the remaining portion of the New UAL ORD
Settlement Bonds for a cash purchase price equal to $5,193,114
pursuant to a certain "Note Purchase," as defined in the Chicago
Municipal Bond Settlement Agreement.

               New UAL Convertible Employee Notes

Reorganized UAL will issue New UAL Convertible Employee Notes for
distribution to the trusts or other entities designated by ALPA,
Professional Airline Flight Control Association, Transport
Workers Union of America, AFL-CIO, Aircraft Mechanics Fraternal
Association, and IAM, in these amounts and pursuant to the terms
set forth in the ALPA Restructuring Agreement, the PAFCA
Restructuring Agreement, the TWU Restructuring Agreement, the
AMFA Restructuring Agreement, and the IAM Restructuring
Agreement:

   (a) $550,000,000 in principal amount will be distributed to
       the ALPA designee;

   (b) $24,000 in principal amount will be distributed to the TWU
       designee;

   (c) $400,000 in principal amount will be distributed to the
       PAFCA designee;

   (d) $40,000,000 in principal amount will be distributed to the
       AMFA designee;

   (e) $60,000,000 in principal amount will be distributed to the
       IAM designee; and

   (f) $56,000,000 in principal amount will be distributed to the
       SAM designee.

Mr. Brace says the New UAL Convertible Employee Notes will be
issued in denominations of $1,000 and will be issued no later
than 180 days following the Effective Date.

                    New UAL PBGC Securities

Pursuant to the Debtors' Settlement Agreement with the Pension
Benefit Guaranty Corporation, Reorganized UAL will distribute the
New UAL PBGC Securities to the PBGC.  Reorganized UAL will issue
the New UAL Senior Notes and the New UAL Convertible Preferred
Stock no later than the first Distribution Date.

The New UAL Contingent Senior Notes will be issued no later than
45 days following the end of any given fiscal year, starting with
the fiscal year ending December 31, 2009, and ending with the
fiscal year ending December 31, 2017, in which there is a
"Trigger Date," as defined in the PBGC Settlement Agreement.

                    Retiree Medical Benefits

The Debtors' First Amended Plan states that the Debtors and all
of the Debtors' Unions negotiated and reached two agreements, the
"Retiree Coalition Agreement" and the "AMFA Retiree Agreement."
The Agreements explain how retiree medical benefits would be
changed for the Debtors' retirees retiring prior to July 1, 2003.

The Retiree Coalition Agreement covers all retirees except those
who retired from classifications currently represented by AMFA.
The AMFA Retiree Agreement covers AMFA retirees only.  The Court
approved both Agreements on June 14, 2004.

According to Mr. Brace, copies of the Agreements are found in the
Plan Supplement filed by the Debtors.  Retirees also have
previously received descriptions of the changes made by the two
Agreements in the open enrollment materials distributed by the
Debtors after the agreements were executed.

The First Amended Plan proposes that the Debtors will provide
retiree benefits post-Confirmation in accordance with the Retiree
Coalition Agreement and the AMFA Retiree Agreement.

As a result of the changes to the retiree benefits, each Affected
Retiree -- those individuals who retired prior to July 1, 2003 --
holds an Unsecured Claim against the Debtors, which the Debtors
have defined as the "Section 1114 Claims."

Section 1114 Claims are, in turn, a subset of Unsecured Retiree
Convenience Class Claims.  Affected Retirees who hold Section
1114 Claims are entitled to vote to accept or reject the Plan and
have two options prior to the Voting Deadline on how their
retiree benefit Claims will be treated under the Plan: Affected
Retirees will receive Unsecured Retiree Convenience Class
treatment for their Section 1114 Claims unless they elect on
their Ballots to opt out of that Class in favor of Class 2E-6
Other Unsecured Claims.

If Affected Retirees do not check the box on the Ballot opting
out of the Unsecured Retiree Convenience Class, their Section
1114 Claims will be deemed to be Allowed in the amount reflected
on the Debtors' books and records, regardless of whether or not
the Affected Retirees filed a timely Proof of Claim for the
benefits.

                      Section 1114 Claims

The Debtors have computed the Section 1114 Claims by calculating
the estimated decrease in the present value of retiree benefits
due to the Retiree Coalition Agreement and the AMFA Retiree
Agreement, as of October 1, 2004.  The Debtors applied a 6.25%
discount rate.

The aggregate Section 1114 Claim amounts that the Debtors have
calculated for each of the Unions and SAM compared to the
aggregate Section 1114 Claim amounts for each employee group
filed in a Proof of Claim by its authorized representative are:

                      Debtors'              Authorized
   Group            Calculations    Representative's Calculations
   -----           --------------   -----------------------------
   AFA                $99,478,325             $74,392,000
   AMFA               199,910,313           No Claim Filed
   IAM                143,785,890             155,177,000
   PAFCA                  930,786               1,571,000
   Retired Pilots     131,376,775              98,248,000
   SAM                 73,417,959              72,524,000
   TWU                    101,508                  94,000

                        Other Provisions

The First Amended Plan notes that the 2005 ALPA Restructuring
Agreement provides that "[d]istribution mechanics, eligibility
and allocation among such pilots [will] be reasonably determined
by [ALPA]."

At present, Mr. Brace says, ALPA has not informed the Debtors on
how it will allocate the consideration received under the 2005
ALPA Restructuring Agreement.

Mr. Brace further asserts that none of the Plan provisions
violate the PBGC Settlement Agreement, and the Debtors reserve
their rights in this regard.

A full-text copy of the Debtors' First Amended Plan is available
for free at:

     http://bankrupt.com/misc/UAL_1stAmended_Plan.pdf


A full-text copy of the Debtors' First Amended Disclosure
Statement is available for free at:

     http://bankrupt.com/misc/UAL_1stAmended_Disc_Stmt.pdf

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Gets Court Authority to Enter Into $3-Bil Exit Financing
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 12, 2005,
UAL Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Illinois for
authority to enter into a commitment letter provided by JPMorgan
Chase Bank, N.A. and Citicorp USA, Inc., for a $3,000,000,000 exit
financing facility.

                      Chicago Objects

The City of Chicago objects to the $3,000,000,000 Exit Financing
Facility to the extent that it modifies Chicago's rights to the
airport premises, facilities and operations at O'Hare
International Airport and Midway Airport.  Chicago wants to make
sure that the Exit Facility does not encumber or transfer any
assets without its consent.

Mara S. Georges, Esq., the chief attorney for the City of
Chicago, notes that Chicago and United Air Lines, Inc., are
parties to Airport Agreements related to O'Hare and Midway.

Since the Airport Agreements require Chicago's consent to
encumbrances and transfers relating to the airport premises, the
Court should not allow the Exit Facility to modify Chicago's
rights in this regard, Ms. Georges asserts.

                         Debtors Respond

David A. Agay, Esq., at Kirkland & Ellis, in Chicago, Illinois,
argues that Chicago's concerns are "premature and unfounded."
The terms of the Exit Facility are not before the Court.  The
Debtors want to enter into the Commitment Letter and effectuate
the Exit Facility upon confirmation of the Reorganization Plan,
and emergence from Chapter 11.  Thus, Chicago can raise its
objections at the Confirmation Hearing.

Mr. Agay recounts that Chicago raised a similar objection to the
DIP Financing Facility.  The DIP Financing Objection was resolved
by insulating certain collateral from the relevant lien.
Likewise, the Debtors and the Exit Lenders intend to similarly
exclude certain collateral from the Exit Facility.  If the
Debtors are precluded from transferring or granting a lien on
certain assets, and no agreement with Chicago is reached, the
Debtors will create the requisite carve-out in the Exit Facility.

Mr. Agay asserts that the Commitment Letter addresses Chicago's
concerns by insulating the relevant collateral from the Exit
Lenders.

Judge Wedoff authorizes the Debtors to enter into the Commitment
Letter and Exit Facility and pay related fees.  The Debtors have
resolved the City of Chicago's objection.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Judge Wedoff Approves Plan Solicitation Procedures
------------------------------------------------------------
The Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois approved UAL Corporation and its
debtor-affiliates' solicitation procedures designed and tailored
to effectively
solicit acceptances or rejections of the Plan of Reorganization.

                        Solicitation Agent

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, in
Chicago, Illinois, the Debtors' Solicitation Agent, Poorman-
Douglas Corporation, will assist the Debtors in:

   (1) distributing Solicitation Documents;

   (2) receiving, tabulating and reporting on Ballots;

   (3) responding to inquiries relating to the Plan, the
       Disclosure Statement, the Ballots, the Master Ballots, the
       Solicitation Procedures and all other Solicitation
       Documents and related matters;

   (4) soliciting votes on the Plan; and

   (5) if required, contacting creditors and equity holders
       regarding the Plan.

                           Record Date

The Debtors ask the Court to establish October 11, 2005, as the
Record Date for determining:

   (a) the creditors and interest holders that are entitled to
       receive the Solicitation Documents;

   (b) the creditors and interest holders entitled to vote on
       the Plan; and

   (c) whether claims or interests have been properly transferred
       so that the assignee can vote as the holder of the claim
       or equity interest.

Mr. Sprayregen explains that when the Record Date is established,
the Debtors and Poorman-Douglas will contact the registrars of
the Debtors' public debentures and other securities and the
applicable Indenture Trustees, to construct an ownership list of
holders of the Debtors' Securities, as of the Record Date.

                         Voting Deadline

For votes to be counted, all Ballots and Master Ballots must be
properly executed, completed and delivered by December 1, 2005,
4:00 p.m., Pacific time.

                      Solicitation Documents

Within six to eight days after approval of the Disclosure
Statement, the Debtors will distribute the Solicitation Documents
to parties entitled to vote on the Plan.  The Debtors will serve
the Solicitation Documents on the Core Group and all parties-in-
interest on the 2002 List as of the Record Date.  The Debtors
will not serve the Plan Supplement, which may be obtained from
the Debtors' Web site or Poorman-Douglas.

For creditors with more than one claim in a Class, the Debtors
intend to send only one set of Solicitation Documents and one
Ballot for each Class, to avoid duplication and reduce expenses.
Mr. Sprayregen notes that the Plan, Disclosure Statement and
related documents comprise over 1,000 pages.  As a result, the
Debtors will make all materials available on the Internet.  Use
of alternative methods of distribution is projected to save the
Debtors' estates over $500,000.

                            Ballot Form

Votes to accept or reject the Plan must be cast by appropriate
Ballot or Master Ballot.  The Debtors will prepare and customize
Ballots for all classes of claims and interests entitled to vote
on the Plan.  The Ballots and Master Ballots comply with Rule
3018(c) of the Federal Rules of Bankruptcy Procedure, but have
been modified for the Debtors' Chapter 11 Cases.  The Debtors
seek Court permission to distribute the Ballots and Master
Ballots to the impaired classes that are entitled to vote on the
Plan.

                            Approvals

(1) Plan Summary

As an aid to voting creditors, the Debtors will distribute a Plan
Summary.  The Plan Summary may be modified to track and
incorporate material changes to the Plan prior to the
distribution of the Solicitation Documents.

(2) Solicitation Notice

The Solicitation Documents include the notice to creditors and
equity holders of the Objection Deadline and the Confirmation
Hearing.  The Debtors request approval of the Solicitation
Notice, which includes:

   (a) the Plan Objection Deadline;

   (b) the Plan Confirmation Hearing date and time;

   (c) the Voting Deadline;

   (d) the Record Date;

   (e) the temporary allowance of Claims procedures; and

   (f) a disclosure on the injunction and third-party release
       provisions in the Plan.

The Solicitation Notice will instruct creditors and interested
parties on how they may view or obtain the Disclosure Statement,
Plan, Plan Supplement, Solicitation Procedures Order and other
Solicitation Documents.

(3) Non-Voting Status Notices

The Debtors ask the Court to waive the requirement to send
Solicitation Documents to creditors and equity holders who are
not entitled to vote on the Plan unless they also have impaired
claims or equity interests pending against the Debtors on the
Record Date.  These creditors and equity holders are deemed to
either accept or reject the Plan.  The Debtors will send these
creditors and equity holders both a Solicitation Notice and one
of these notices:

   -- a notice of non-voting status with respect to unimpaired
      classes deemed to accept the Plan, and unclassified
      classes; or

   -- a notice of non-voting status with respect to impaired
      classes deemed to reject the Plan.

(4) Causes of Action Notice and Counterparties to Executory
    Contracts and Unexpired Leases Notice.

The parties related to "Retained Causes of Action" and
counterparties to the Debtors' executory contracts and unexpired
leases will receive the Solicitation Notice and one or both of
these notices:

   -- a notice to parties to "Retained Causes of Action"; or

   -- a notice to counterparties to executory contracts and
      unexpired leases.

If the parties have claims or equity interests pending against
the Debtors as of the Record Date, they will receive the
Solicitation Documents.

                 Voting and Tabulation Procedures

(1) Aircraft Debt Tabulation Procedures

The Debtors ask the Court to approve voting and tabulation
procedures for impaired classes that will vote on the Plan.  With
respect to both public and private Aircraft Debt, the relevant
Indenture Trustees acting on behalf of Beneficial Holders, will:

   (a) cast a Ballot voting on the Plan as directed by the
       requisite Beneficial Holders; or

   (b) if a vote is not cast, opt to accept or reject the
       releases in the Plan as directed by the requisite
       Beneficial Holders;

If the Court orders the Beneficial Holders to vote instead of the
Aircraft Indenture Trustees, the Beneficial Holders will vote
pursuant to the Solicitation Procedures for public securities or
other procedures established by the Debtors.

Since the Debtors' Aircraft Debt is disparate and complex, it may
be difficult to obtain information that will enable the
Beneficial Holders to vote directly, Mr. Sprayregen says.  The
Debtors will create a procedure for all Aircraft Debt whereby the
relevant Aircraft Indenture Trustee will vote the Allowed Claims
after obtaining necessary consents.

(2) Beneficial Holder Tabulation Procedures

Certain Beneficial Holders of claims or equity interests derived
from publicly traded Securities, which have not been satisfied
prior to the Record Date, will vote on the Plan.  These types of
claims and interests require additional tabulation rules, says
Mr. Sprayregen.  The records of the Indenture Trustees may
reflect brokers, dealers, commercial banks, trust companies or
other Nominees rather than the Beneficial Holders.  Accordingly,
the Tabulation Procedures for holders of Aircraft Debt should
also apply to Beneficial Holders.  Nominees will disseminate
Solicitation Documents and other notices to their Beneficial
Holders.

             Temporary Allowance of Claims for Voting

If an objection to a Claim or Interest is pending on the Record
Date, the Holder will receive a Solicitation Notice and a notice
of non-voting status with respect to disputed claims, in lieu of
a Ballot.  The Disputed Claim Notice will inform the recipient
that its Claim or Interest has been objected to and is not
entitled to vote, absent:

   (1) a Court order temporarily allowing the Disputed Claim or
       Interest for voting purposes, after notice and a hearing;

   (2) a resolution between the Holder and the Debtors of the
       objection that allows the Holder to vote its claim or
       interest in an agreed amount; or

   (3) a withdrawal of the pending objection to the Disputed
       Claim or Disputed Interest by the Debtors.

Within two business days after resolution, Poorman-Douglas will
send a Ballot and a pre-addressed, postage pre-paid envelope to
the Holder of the Disputed Claim or Disputed Interest.  The
Ballot must be returned by the Voting Deadline, unless the
Deadline is extended for the creditor.

If the Debtors file an objection to a Claim or Interest after the
Record Date, the Ballot for the Claim or Interest holder will not
be counted unless a resolution is reached by the Confirmation
Hearing.

Mr. Sprayregen maintains that the solicitation and tabulation
procedures, as proposed:

  * are cost-effective;

  * provide adequate notice and an opportunity to be heard; and

  * are in the best interests of the Debtors' estates, their
    creditors and other parties-in-interest.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USGEN NEW: Wants Court to Compel Ocean State to Pay $593,000
------------------------------------------------------------
On June 28, 2002, USGen New England, Inc., and Ocean State Power
and Ocean State Power II entered into an Equalization Agreement
that governs the terms of payments to be made by Ocean State to
USGen relating to certain negotiated rate agreements between
USGen and the Tennessee Gas Pipeline Company.

The Equalization Agreement provides, among other things, that
under USGen's negotiated rate agreement with Tennessee, USGen
would convert its existing transportation contracts under Rate
Schedule NET-284 to a Rate Schedule FT-A contract.

Ocean State had also entered into a negotiated rate agreement
with Tennessee under which it would convert its transportation
contracts to Rate Schedule FT-A contracts.

USGen executed the USGen Tennessee Agreements in part based on
Ocean State's commitment to equalize the economic benefit
conferred on them by the USGen Tennessee Agreements by adjusting
USGen's fixed transportation costs in the form of a payment by
Defendants to USGen, defined in the Equalization Agreement as the
"Equalization Payment" and totaling $1,615,636.

The Equalization Agreement requires Ocean State to pay the
Equalization Payment to USGen in equal monthly installments of
$31,235 for 60 months, and to fund a security deposit to USGen of
$187,409.

The only conditions to Ocean State's obligation to pay the
Equalization Payment to USGen were:

    (1) issuance by the Federal Energy Regulatory Commission of an
        order approving the USGen Tennessee Agreements; and

    (2) issuance by the FERC of an order approving the OSP
        Tennessee Agreements.

Leslie J. Polt, Esq., at Blank Rome LLP, in Washington, D.C.,
relates that both conditions were satisfied and hence the Monthly
Installment became due and payable on the first business day of
the first month after issuance of the FERC Order.

In full acknowledgement of their obligations under the
Equalization Agreement, Ocean State paid the Security Deposit to
USGen, which USGen was required to hold and apply against the
final six Monthly Installments, with any interest earned accruing
to the benefit of USGen.  USGen was also permitted to use the
Security Deposit at any time to satisfy delinquent Monthly
Installments and Defendants were required to replenish the
Security Deposit to the extent so used by USGen.

The Equalization Agreement states that it will not terminate
until all Monthly Installments have been paid.

Mr. Polt argues that Ocean State has breached its obligations to
USGen by refusing to pay Monthly Installments since September
2004 and by refusing to replenish the Security Deposit.  USGen
has made a demand for payment but Ocean State has refused to make
the required Monthly Installment payments or otherwise to abide
by its obligations.

As a direct and proximate result of the breaches by Ocean State,
USGen has suffered and will continue to suffer damages, Mr. Polt
says.

Mr. Polt points out that the Defendants are in possession,
custody and control of amounts owed to USGen's estate under the
Equalization Agreement to which USGen is entitled for use in
connection with estate administration, future distributions to
creditors and the winding down of its affairs.

The amounts being held by Ocean State, Mr. Polt asserts,
constitute property of USGen's estate and Ocean State's
obligation is matured, payable on demand or payable on order and
Ocean State should immediately pay those amounts over to USGen.

Pursuant to Section 542 of the Bankruptcy Code, Mr. Polt argues
that the Defendants should immediately account for and turn over
to USGen all amounts currently in their possession, custody and
control owed under the Equalization Agreement.

Accordingly, USGen asks the Court to compel Ocean State to:

    a. pay compensatory damages for at least $593,000, plus
       interest, attorneys' fees, costs and expenses, plus
       incidental and consequential damages, as may be permitted
       by law;

    b. specifically perform all of its obligations under the
       Equalization Agreement; and

    c. immediately turn over to USGen all amounts owed under the
       Equalization Agreement.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005
(PG&E National Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


USN CORPORATION: Appoints Mark Miller Chief Executive Officer
-------------------------------------------------------------
USN Corporation (OTC PINK SHEETS: USN) has appointed retailing
veteran, Mark Miller, as Chief Executive Officer.

Mr. Miller, 53, brings to USN seventeen years of senior management
experience in national retail sales and closeouts.  From 1992 to
1997, Mr. Miller served as Executive Vice-President of
Merchandising, Marketing and Store Operations at Pic "N" Save
Closeouts, Inc.  Subsequently, he was President of Consolidated
Stores $2.8 Billion Closeout Business - a 1,300-store retail
company based in Columbus, Ohio that included BigLots, Pic "N"
Save and MacFrugals retail chains (now known as Big lots, Inc. -
NYSE: BLI).  He also served in leading executive positions at
The Walt Disney Company, Value City Department Stores and Red Tag
Biz.  Most recently, Miller served as Chief Operating Officer at
Genius Products.  He received a Master of Business Administration
from Miami University in 1979.

Commenting on the appointment, Mr. Miller stated, "I am excited
about the prospect of helping take USN's business to another
level.  I believe the Company is poised to offer a unique and
innovative television home shopping experience.  There is a
significant opportunity to expand upon the Ultimate Shopping
Network's current product offerings by adding luxury and upscale
consumer products at closeout prices to its existing line of
diamonds, jewelry, watches and rare coins.  USN's ability to
directly market value branded bargains to millions of potential
consumers through both television and the Internet provides us
with considerable operating and earnings leverage.  The USN team
has done an admirable job in creating the existing business
platform - I plan on utilizing my nearly twenty years of retailing
experience and contacts to capitalize on this platform."

Terry Washburn, Director of USN, stated, "We are thrilled that
Mark has decided to join the Company as our Chief Executive
Officer.  He is a retail pioneer who was instrumental in building
one of the nation's most innovative retailers, Pic
"N" Save, to over $2 billion dollars in annual sales."

Mr. Washburn continued, "Mark intimately understands the key
elements needed to make USN a large scale and successful
transactional television business - from sourcing and logistics to
merchandising and marketing.  We are confident that under his
leadership, USN will continue to grow its position in the media
and electronic retailing arenas."

USN Corporation retails consumer products through interactive
electronic media using broadcast, cable and satellite television
and the Internet.

                         *     *     *

                       Going Concern Doubt

At June 30, 2005, the Company had working capital of $110,230.
The Company had a net loss of $2,296,825 for the three months
ended June 30, 2005, and a net loss of $5,804,666 for the fiscal
year ended March 31, 2005.  The Company does not have sufficient
cash flows from its operations to meet its obligations currently
due within the next 12 months.  The Company's management said
these conditions raise substantial doubt about the Company's
ability to continue as a going concern.


VARELA ENTERPRISES: Court Okays Amended Ballot Report Filing
------------------------------------------------------------
On a hearing on October 14, 2005, Varela Enterprises Inc.
requested the U.S. Bankruptcy Court for the District of Arizona
for leave to file an amended ballot report.

The Court granted the Debtor's request but record doesn't state
when will the confirmation hearing be continued.  The confirmation
hearing was commenced on Sept. 9, 2005.

As previously reported, the Plan proposes to pay all creditors in
full from the Debtor's contract with Grupo Constructor Industrial
e Inmobiliario, S.A., and an on-going bid for a government project
in Mexico.  The Debtor further expects to receive payment for more
than $81,000 in account receivables from completed construction
work.

The Plan will also be funded from the proceeds of a lawsuit to be
filed against the Debtor's former landlord for breach of contract
and damages.  The Debtor says it defaulted on existing commitments
and consequently filed for bankruptcy protection after its
landlord locked it out of its leased building and shut down
operations.

                      Treatment of Claims

Allowed priority deposit claims of up to $2,225, of individuals
for the purchase, lease, or rental of property or service will be
paid in full, without interest, within three months from the
effective date of the Plan.

GMAC's claims, secured by a 2003 Cadillac Escalade and a 2002
Cadillac Escalade, will be paid according to the lease contract.
GMAC will retain its security interest in the vehicles.

All general unsecured residential construction and vendor claims
against the Debtor will be paid in full within three years from
the effective date of the Plan.

J. P. Sandoval, M.P. Sandoval, and Henry Varela 11's unsecured
claims against the Debtor, totaling $967,695, will be paid in full
after all other unsecured claims have been satisfied.

Headquartered in Moorpark, California, Varela Enterprises Inc., a
subcontractor for Varela Manufacturing Company, LLC, holds a
license to use the patented "E systems" construction process for
producing prefabricated buildings.  The Debtor filed for Chapter
11 protection on May 21, 2004 (Bankr. D. Ariz. Case No. 04-00725).
Robert M. Cook, Esq. at the Law Offices of Robert M. Cook,
represent the Debtor in its restructuring efforts.  When it sought
chapter 11 protection, the Debtor reported between $10  million to
$50 million and debts between $1 million to $10 million.


W.R. GRACE: Asks Court to OK BofA Multi-Million Settlement Accord
-----------------------------------------------------------------
Before W.R. Grace & Co. and its debtor-affiliates filed for
bankruptcy protection, Bank of America, N.A., issued three standby
letters of credit for the account of W.R. Grace & Co.-Conn. as
collateral for certain insurance transactions and surety bonds
issued in the Debtors' favor:

     L/C No.     Face Amount    Issuance Date    Expiry Date
     -------     -----------    -------------    -----------
     7404289     $10,439,830      10/17/00         10/17/05
     7404163       6,000,000      09/15/00         09/15/05
     7403968       2,190,000      07/30/00         07/31/06

On June 6, 2002, National Union Fire Insurance Company of
Pittsburgh, Pennsylvania, as beneficiary under L/C No. 7404289,
drew down that L/C for $9,729,720.  Subsequently, on February 10,
2003, National Union, also as beneficiary under L/C No. 7403968,
drew it down for $250,000.

By order dated October 24, 2002, the Court authorized BofA to set
off $200,000 in a depository account against the amounts due to
BofA as a result of National Union's draw on the First L/C.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, tells the Court that
except as to the Drawn Amounts, each L/C remains outstanding in
its full amount as of October 10, 2005.

On March 27, 2003, National Union filed Claim Nos. 9553 and 9554
against W.R. Grace & Co. and Grace-Conn.  The National Union
Claims each assert a claim secured by the First L/C and the
Second L/C, aggregating $46,971,764, plus unliquidated amounts.
In addition, National Union filed Claim Nos. 13925 to 13930
against Grace and five other Debtors, asserting claims secured by
the Second L/C for $75,623, plus unliquidated amounts.

Mr. O'Neill clarifies that the National Union Claims do not
reflect the application of the amounts drawn under the First L/C
and the Second L/C.

As a result of National Union's draw on the First and Second
L/Cs, Mr. O'Neill explains, BofA holds a liquidated claim against
Grace-Conn. in the Drawn Amounts less the $9,779,720 Set-off
Amount, which claim is neither contingent, unliquidated nor
disputed.  Moreover, BofA holds a claim against Grace-Conn. with
respect to the undrawn amount of each L/C, which claim is
contingent and unliquidated, but not disputed.

Following extensive arm's-length negotiations, the parties have
agreed that:

   (1) BofA will have an allowed, unsecured, non-priority claim
       against Grace-Conn. for $9,779,720, representing the
       Drawn Amounts under the First L/C and the Second L/C,
       less the Set-off Amount.

   (2) BofA will have a contingent, unsecured, non-priority
       claim against Grace-Conn. for $8,850,110, representing
       the undrawn amounts under the Outstanding L/Cs.  In the
       event that BofA is required to satisfy the claim of any
       beneficiary under any of the Outstanding L/Cs subsequent
       to the date of the Settlement, that portion of the BofA
       Contingent Claim representing the total amount drawn under
       the Outstanding L/Cs will become an allowed, unsecured,
       non-priority claim against Grace-Conn. Without further
       action by any party.  The outstanding amount of the BofA
       Contingent Claim will be reduced in an amount equal to
       BofA's Further Allowed Claim.

   (3) In the event BofA incurs fees, commissions or other
       expenses subsequent to the date of the Settlement in
       connection with its satisfaction of any claim under any of
       the Outstanding L/Cs, BofA will have 30 days from the
       payment date under the Outstanding L/C to file a proof of
       claim.

   (4) The Debtors reserve their rights to object to the
       National Union Claims on any basis whatsoever, including
       the grounds that those claims are duplicative of the BofA
       Allowed Claims or any BofA Further Allowed Claim.

Accordingly, the Debtors ask the Court to approve the BofA Claims
Settlement Agreement pursuant to Sections 105 and 363 of the
Bankruptcy Code and Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure.

Mr. O'Neill contends that the Settlement Agreement liquidates and
minimizes the estate funds that the Debtors must expend to
satisfy any claims asserted by BofA, to the benefit of all
parties-in-interest.  Moreover, the amounts and priority of the
BofA Allowed Claim and the BofA Further Allowed Claim are not in
dispute, such that the Settlement does not afford BofA more than
it would otherwise receive through the claims resolution process.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 97; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILLIAMS CONTROLS: American Industrial Divests Equity Stake
-----------------------------------------------------------
Williams Controls, Inc. (OTC: WMCO) bought 2,500,000 shares of
stock from American Industrial Partners at a purchase price of
$1.28 per share, for a total purchase price of $3,200,000.

Dolphin Offshore Partners L.P. purchased 2,132,523 shares from AIP
and investors led by Taglich Brothers purchased a total of
2,132,522 shares.

With the completion of these sales, AIP no longer has any
financial position in Williams.

With the purchase, Dolphin increased its ownership to
approximately 10,876,000 shares, or 24% of the Company's stock.
Peter E. Salas, a director of Williams Controls, manages Dolphin
and Carlos P. Salas, also a director of Williams, is a Partner
with its affiliate, Dolphin Direct Equity Partners, LP.

Kirk R. Ferguson and William I. Morris resigned from the Company's
Board of Directors.  Mr. Ferguson is a former partner and managing
director of AIP and Mr. Morris is a vice president of that firm.
With these resignations, the Williams board will be reduced to
seven members.

Williams Controls -- http://www.wmco.com/-- is a leading designer
and manufacturer of Electronic Throttle Control Systems for the
heavy truck and off-road markets.

As of June 30, 2005, Williams Controls' equity deficit narrowed to
$1,817,000 from a $7,035,000 deficit at Sept. 30, 2004.


WILLIAMS INDUSTRIES: Accelerated Debt Prompts Going Concern Doubt
-----------------------------------------------------------------
McGladrey & Pullen LLP expressed about Williams Industries, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditing firm points to the Company's recurring losses
from operations and working capital deficit.  The auditing firm
also says that the Company has entered into a Forbearance
Agreement with one of its primary lenders, which has accelerated
certain debt.

In its Form 10-KSB for the fiscal year 2005 submitted to the
Securities and Exchange Commission on Oct. 17, 2005, the Company
reported an $11,374,000 net loss compared to a $780,000 net loss
in fiscal 2004.  Revenues decreases approxiamtely 10% and gross
profit decreased 53% due to:

    (a) increased material costs in the Company's manufacturing
        segment;

    (b) operational inefficiencies related particularly to one
        major contract; and

    (c) increased workers' compensation costs for the previous
        year's policy claims.

                 Liquidity and Capital Resources

The Company reports that it is facing a liquidity and business
crisis, after:

    * suffering operating losses for several quarters,

    * tapping its available sources of operating cash, and

    * borrowing in excess of $2 million from its largest
      shareholder.

                     A Sea of Defaults

The Company is operating under a Forbearance Agreement with its
major lender pursuant to which approximately $4.4 million is
scheduled to be repaid by March 6, 2006.  In addition, the Company
is in default of nearly all of its other debts and leases by
virtue of failing to make scheduled payments in a timely fashion.
Because of the Company's financial condition and poor market
conditions in its areas of operation, there is a significant risk
that the Company may not be able to book additional work to
maintain its level of operations.

The Company says that it operates in an industry where such
problems are common, and where there are large risks related to
estimating and performing work and collecting amounts earned.  It
is likely that the Company may continue to suffer operating losses
and have difficulty meeting its obligations.  Management is
pursuing a number of contingency plans to address these issues and
increase the chances that the Company will survive.  These plans
include:

    * negotiations with lenders and customers,

    * sale of equipment and real property,

    * asset- and stock-based credit facilities, and

    * the sale, shut-down reorganization or liquidation of one or
      more subsidiaries.

Management has not ruled out any measure that may be necessary to
protect the Company's assets and preserve shareholder value.

The Company requires significant working capital to procure
materials for contracts to be performed over relatively long
periods, and for purchases and modifications of specialized
equipment.  Furthermore, in accordance with normal payment terms,
the Company's customers often retain a portion of amounts
otherwise payable to the Company as a guarantee of project
completion.  To the extent the Company is unable to receive
progress payments in the early stages of a project, the Company's
cash flow could be adversely affected.  The Company says that
collecting progress payments is a common problem in the
construction industry as are short-term cash considerations.

                     Alabama Plant Shutdown

During the year ended July 31, 2005, the Company negotiated a
short-term extension of its lease on its Bessemer, Alabama
facility to allow for an orderly shutdown and liquidation.  The
Company is required by the lease to purchase the plant equipment,
owned by the landlord, for $500,000.  The Company has a guaranteed
price contract with an auction company to sell the equipment and
pay the proceeds totaling $410,000, to the landlord under the
terms of the lease.  The remaining balance due the landlord has
been accrued by the Company.  The operations at the plant were
terminated and once the auction is completed and the equipment
moved, the lease will be terminated.

                United Bank Forbearance Agreement

The Company's line of credit with United Bank of approximately
$2.5 million matured on May 5, 2005.  The Company subsequently
received a Notice of Loan Defaults dated May 12, 2005.  As a
result of the Notice, the debts to United Bank, aggregating
approximately $5.5 million, were accelerated and became due and
payable in full.

The Company entered into a Forbearance Agreement on June 30, 2005.
Under the agreement, United Bank agreed to forbear from enforcing
the original terms of its Loan and Security Agreement until
February 28, 2006, on the these conditions:

    1. All amounts owing through June 30, 2005, be paid at
       closing.  This included approximately $200,000 of principal
       and $100,000 of interest and fees.  Approximately $200,000
       was generated through the sale of property, located in
       Bedford, Virginia, to the City of Bedford, under an option
       granted in July 2004.

    2. The Company granted United Bank a First Mortgage in its
       Wilmington, Delaware property, valued at $750,000, to be
       Recorded not later than July 15, 2005.  Within 60 days, the
       Lender will obtain a fair market value appraisal, and to
       the extent the appraisal is lower than $750,000, this would
       constitute an event of default under the Forbearance
       Agreement. The Lender agreed that such default could be
       cured if Frank E. Williams, Jr. agrees personally to
       guarantee the shortfall.

    3. The Williams Family Limited Partnership, an affiliated
       entity controlled by Frank E. Williams, Jr. and
       beneficially owned by Williams family members, including
       Mr. Williams, Jr. and his sons, Company President and CEO
       Frank E. Williams, III and Vice President H. Arthur
       Williams, agreed to pledge an additional $1 million of the
       value of property leased by WFLP to the Company adjoining
       the Company's facility near Manassas, Virginia, to the
       Lender as additional collateral.

       The property, assessed for tax purposes in excess of $1.4
       million (the Wellington Parcel), is leased by the Company
       with an option to buy 10 of the 17 acres.  The Wellington
       Parcel is subject to a mortgage in favor of the Lender on
       which $400,000 is owed by Williams Family.  The Williams
       Family has agreed to the increase of the Deed of Trust to
       $1.4 million, such instrument to be recorded not later than
       July 15, 2005.  Within 60 days, the Lender will obtain a
       fair value appraisal, and to the extent the appraisal is
       lower than $1.4 million, that would constitute an event of
       default under the Forbearance Agreement.  The Lender Agreed
       that such default could be cured if Frank E. Williams, Jr.
       agrees personally to guarantee the shortfall.

                        Asset Sale

Subsequent to July 31, 2005, the Company sold its Richmond,
Virginia property to the Company's founder and largest
shareholder, and leased it back with an option to buy it back for
the same price for which it was sold.  The sale will be treated as
a financing activity and the gain on sale of approximately
$1.7 million will be treated as a liability of the Company.

The proceeds from the sale of $2.75 million were used to pay:

    * approximately $835,000 on the first mortgage note to
      Wachovia Bank;

    * $750,000 to United Bank under the First Amendment to
      Forbearance Agreement extending the Company's Forbearance
      Period to March 6, 2006; and

    * $688,000 for related party notes payable due to the
      purchaser of the property.

The remaining $477,000 was used to pay related closing costs and
fund the operations of the Company.

                     CitiCapital Default

As a result of payment and other alleged defaults, CitiCapital
threatened foreclosure and sale of their collateral on two heavy
lift cranes, one owned and one leased by the Company.  The Company
entered into a forbearance agreement providing for settlement of:

    * late charges and personal property taxes,
    * monthly payments, and
    * reimbursement of legal fees,

providing that the Company pay off the accounts by Nov. 1, 2005,
without penalty, and Dec. 1, 2005, with a 1% penalty.  The crane
that is owned has a book value of approximately $970,000 and a
note payable of $870,000.  There may be additional liability to
the Company on the leased crane should it be returned to the
lessor.

                         HSBC Suit

HSBC Business Credit has a suit pending for approximately
$900,000 for non-payment on a lease for a heavy lift crane and a
specialized trailer with a value of approximately $200,000 less
than the amount claimed by the lessor.  The Company is attempting
to settle this account with the lessor on the best terms
available.

                  Provident Leasing Default

As a result of payment and other alleged defaults, Provident
Leasing threatened foreclosure and sale of a heavy lift crane
leased by the Company.  The Company entered into a forbearance
agreement providing for monthly payments until January 15, 2006,
when the account is due in full.  In the event the lessor pursues
its remedies, the Company expects that there may be an additional
liability of up to $100,000 The Company intends to settle this
account with the lessor on the best terms available.

The Company's plan is to find alternate financing to replace the
United Bank Debt.  This may include conventional, asset-based and
equity-based instruments.  The Company is discussing some of these
alternatives with several lenders.  If necessary, the Company may
sell assets including heavy lift cranes and land to raise the
capital needed to meet the debt obligation.

Due to the acceleration of the Company's debt with United Bank on
its line of credit, and other lenders with whom the Company is in
default, the Company had a working capital deficit of
approximately $3.2 million at July 31, 2005.

Williams Industries, Incorporated is in the construction services
market, providing specialized services to customers in the
commercial, industrial, institutional, and governmental markets.
The Company's operating subsidiaries provide these services in two
segments, manufacturing and construction.


WILLIAMS INDUSTRIES: Applying for NASDAQ Capital Market Listing
---------------------------------------------------------------
Williams Industries, Inc. (NASDAQ: WMSI) reported that the company
will apply to have its stock transferred from the NASDAQ National
Market to the NASDAQ Capital Market, formerly known as the "Small
Cap" Market.  The Company says that the decision is based on the
these reasons:

    * the Company's recently reported losses, the Company
      temporarily does not meet the listing criteria for the
      NASDAQ National Market;

    * the company's auditors, McGladrey and Pullen, issued a
      "going concern" opinion on the recent results; and

    * the company believes that it meets or exceeds the
      requirements for inclusion in the NASDAQ Capital Market.

The Company says that its formal application for transfer is being
processed and will be submitted to NASDAQ not later than Nov. 2,
2005.

                       NASDAQ Notification

On Oct. 18, 2005 the Company received notification from NASDAQ
that the company was not in compliance with certain continued
listing criteria for the NASDAQ National Market.  Specifically,
the notice stated that the stockholder's equity at July 31, 2005,
as published in the Company's Form 10-K filed October 14,
2005, was less than the required $10 million, and also that the
market value of public float was less than $5 million.

The notice requested that the Company provide NASDAQ with a plan
by Nov. 2, 2005, of the actions that the Company proposes to take
to come into compliance with the referenced listing criteria.

Williams Industries, Incorporated is in the construction services
market, providing specialized services to customers in the
commercial, industrial, institutional, and governmental markets.
The Company's operating subsidiaries provide these services in two
segments, manufacturing and construction.

                         *     *     *

                      Going Concern Doubt

McGladrey & Pullen LLP expressed about Williams Industries, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditing firm points to the Company's recurring losses
from operations and working capital deficit.  The auditing firm
also says that the Company has entered into a Forbearance
Agreement with one of its primary lenders, which has accelerated
certain debt.


WINN-DIXIE: Can Reject Seven Kentucky Real Property Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates authority to
reject seven unexpired non-residential real property leases and
the related subleases under them:

Store No. Location          Landlord            Subtenant
--------- --------          --------            ---------
   1617    Leitchfield, KY   Kentucky Teachers   E.W. James, Inc.
                             Retirement System

   1630    Hopkinsville, KY  Wiggs Realty Co.    E.W. James, Inc.
                             of Kentucky

   1632    Lexington, KY     Kentucky Teachers   E.W. James, Inc.
                             Retirement System

   1652    Lexington, KY     Webb/Lexington      E.W. James, Inc.
                             Ventures No. 108

   1657    Glasgow, KY       RP Baren River, LLC E.W. James, Inc.

   1665    Princeton, KY     Bennett M. Lifter,  E.W. James, Inc.
                             Trustee

   1698    Bowling Green, KY PAJ                 E.W. James, Inc.

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).


XYBERNAUT CORP: Taps Szabo Zelnick as Special Corporate Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave Xybernaut Corporation and its debtor-affiliate permission to
employ Szabo, Zelnick & Erickson, P.C., as their special corporate
counsel.

Szabo Zelnick will:

   1) advise the Debtors with respect to various corporate
      matters, including without limitation, contractual
      relationships between the Debtors and its various customers
      and vendors;

   2) assist and advise the Debtors' in their day-to-day corporate
      responsibilities, internal corporate procedures, corporate
      governance and employee issues; and

   3) render all other corporate legal services to the Debtors
      that are necessary in their chapter 11 cases and not
      duplicative from the services rendered by the Debtors' lead
      bankruptcy counsel, McGuireWoods LLP.

H. Jan Roltsch-Anoll, Esq., a Principal of Szabo Zelnick, is one
of the lead professional from the Firm performing services to the
Debtors.  Mr. Roltsch-Anoll disclosed that his Firm received a
$50,277 retainer.  Mr. Roltsch-Anoll charges $200 per hour for his
services.

Szabo Zelnick assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


XYBERNAUT CORP: Arch Wants Rule 2004 Exam to Get Insurance Info
---------------------------------------------------------------
Arch Specialty Insurance Company asks the U.S. Bankruptcy Court
for the Eastern District of Virginia to enter an order, pursuant
to Rule 2004 of the Federal Rules of Bankruptcy Procedure,
requiring Xybernaut Corporation and its debtor-affiliates to
produce documents relating to the claims for insurance coverage.

Arch Specialty previously issued to the Debtor an Excess Directors
and Officers Liability Policy No. 12DOX5053901 for the policy
period of March 8, 2004 to March 8, 2005, which was subsequently
extended to April 15, 2004 to April 15, 2005.

Under the terms of the Excess Policy, the Debtor has a contractual
obligation to cooperate with Arch and provide it with information
and cooperation as the Excess Insurer may reasonably require.

In April 2005, the Debtor began tendering to Arch claims for
insurance coverage under the Excess Policy for a variety of
lawsuits and other matters.  Based on the information made
available to Arch, Arch advised the Debtor of its initial views
regarding coverage under the Excess Policy and requested
information and reserved its rights.

By letter dated April 20, 2005, Arch requested certain materials
and information for the purpose of investigating and evaluating
the Debtor's claims for insurance coverage and whether material
misrepresentations were made in the application process for the
Excess Policy and Excess Policy Extension, which would void the
Excess Policy and the Excess Policy Extension ab initio.

By letter dated June 8, 2005, Arch requested additional materials
and information based on an SEC filing made by the Debtor on
June 7, 2005.  Since then, Arch has repeatedly requested the
materials and information in a series of telephone calls with the
Debtor's counsel.

Arch needs the requested materials and information so that it can
properly investigate the claims, determine whether coverage is
available under the Excess Policy for the claims tendered by the
Debtor, and determine whether material misrepresentations were
made in the application process for the Excess Policy and the
Excess Policy Extension.

Until Arch receives the requested materials and information,
uncertainty remains concerning whether insurance coverage may be
available under the Excess Policy for the claims or whether the
estate will face potential exposure with respect to the claims.

Arch requests the Court that it direct the Debtor to provide
documents relating to the claims for insurance coverage, as
outlined in the List of Documents that Arch submitted to the
Court.

A copy of the two-page List of Documents Arch wants is available
for free at http://ResearchArchives.com/t/s?284

The Court will convene a hearing at 11:00 a.m., on Nov. 29, 2005,
to consider Arch Specialty's request.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


* LeBoeuf Lamb Names Ralph Ferrara as Washington Office Head
------------------------------------------------------------
The international law firm of LeBoeuf, Lamb, Greene & MacRae LLP
is pleased to announce that Ralph C. Ferrara has been named to
head the firm's Washington, D.C. office.

"Ralph Ferrara's appointment is part of the firm's strategic
growth plan for the office, which includes the addition of
lawyers, the expansion of the firm's physical presence in D.C. and
a focus on growing and adding to the core practice areas in the
region," said LeBoeuf Lamb's Chairman, Steven H. Davis.  Since Mr.
Ferrara's arrival in January 2005, LeBoeuf Lamb's office in
Washington, D.C. has grown by nearly 50% with the addition of 38
lawyers, including six transfers.  "We believe Ralph will be a
driving force in implementing our plans for this office," said
Davis.

"I look forward to the opportunity," said Mr. Ferrara. "The
strength of the D.C. office will be the foundation for further
expansion as we continue to attract attorneys of the highest
caliber to this office."  The firm's plans include a move to over
110,000 square feet of office space at 1101 New York Avenue, a
Class-A office building that will be completed in 2006,
underscoring its commitment to the region.

Mr. Ferrara joined LeBoeuf Lamb after 23 years at Debevoise &
Plimpton, where he served as managing partner of the Washington,
D.C. office.  One of the nation's leading experts on securities
litigation, Mr. Ferrara advises corporations on a wide range of
business regulatory and corporate governance matters; represents
corporations and individuals in complex securities class and
shareholder derivative actions; advises corporate clients on
Securities and Exchange Commission reporting and disclosure
requirements; represents corporations and individuals in
government investigations and enforcement proceedings; conducts
corporate internal investigations; and counsels corporate officers
and boards on these matters.  Mr. Ferrara formerly served as
General Counsel of the U.S. Securities and Exchange Commission.
Mr. Ferrara has advised many prominent companies in litigation
before the SEC and the Department of Justice and has argued on
five occasions before the United States Supreme Court.

Mr. Ferrara is a prolific writer and lecturer and has written and
co-authored numerous articles and professional treatises,
including:

    * "Ferrara on Insider Trading and the Wall" (Law Journal
       Press, 2d ed., 2001),

    * "Takeovers: Strategic Guide to Mergers & Acquisitions"
      (Aspen Law and Business, 2001),

    * "Managing Marketeers: Supervisory Responsibilities of
      Broker-Dealers and Investment Advisers" (CCH, 2000),

    * "Shareholder Derivative Litigation: Besieging the Board,"
      (Law Journal Seminars Press, 1995), and others.

The Washington, D.C. office of LeBoeuf Lamb was one of the first
to be opened by a New York law firm.  Today, the office has
preeminent practices in energy, insurance, securities and white
collar litigation, tax, international law, '40 Act, project
finance, antitrust, and federal legislation.

The following are some recent highlights from the D.C. office by
practice area:

                          Energy

Partner Brian D. O'Neill was recently identified by the Legal
Times as a "Leading Lawyer" for Energy in Washington. Energy
partners Samuel Behrends, IV, Elias G. Farrah, Catherine P.
McCarthy and Brian D. O'Neill have represented MidAmerican Energy
Holdings Company before the Federal Energy Regulation Commission
as well as the Nuclear Regulatory Commission in connection with
its proposed $9 billion acquisition of PacifiCorp; Berkshire
Hathaway before the FERC in connection with a stock conversion
proposal; Central Maine Power before the FERC in opposing a recent
FERC initiative that could have cost New England consumers $15
billion; Interstate Power and Light Company before the FERC and
the NRC for its sale of an interest in the Duane Arnold Energy
Center nuclear facility to FPL Energy Duane Arnold, LLC; Lincoln
National in the $7.5 billion merger of equals with Jefferson-
Pilot; and Cinergy, providing advice and counsel in its proposed
$9 billion merger with Duke Energy.

                          Insurance

Attorneys Christopher S. Petito, Richard Rubin and Robert W. Woody
were on the deal team representing Lincoln National in its
recently announced $7.5 billion merger of equals with Jefferson-
Pilot.

                  Securities and Litigation

Stephen A. Best is engaged in a parallel USAO-DC and SEC
investigation into issues concerning valuation of Allied Capital
Corporation's assets.  Mr. Best also represents an individual
defendant who has pled guilty in the Southern District of New York
to allegations in connection with what the government has called a
"massive scheme" of bribery related to the privatization of the
State Oil Company in Azerbaijan.  Mr. Ferrara is currently
representing Shell Oil against class action litigation and Global
Crossing in securities and ERISA class actions against current and
former company leaders.  Litigators in the D.C. office also
represent a leading European-based global insurance company --
utilizing numerous LeBoeuf Lamb attorneys from New York, Paris and
London -- in various dealings with the U.S. Securities and
Exchange Commission, the Department of Justice and the New York
Attorney General's office relating to investigations into the use
of finite reinsurance products.  In addition, Fred Reinke is
spearheading the defense of a European-based global insurance
conglomerate against two related class actions filed in federal
court in Los Angeles for alleged unpaid claims.  Mr. Reinke also
represents the interests of one of the world's leading reinsurance
companies in proceedings pending in New York to determine the
appraisal value of the property losses associated with the
destruction of the World Trade Center complex on September 11,
2001.

                           Antitrust

D.C. partner David S. Turetsky was recently appointed by orders of
the FCC and a federal district court in "U.S. v. Alltel Corp." and
Western Wireless to be the independent Management Trustee of 16
wireless markets and the CellularOne Group, which were required to
be divested in connection with the defendants' merger.  The
Antitrust Division of the U.S. Department of Justice nominated Mr.
Turetsky for the post.

                     Telecommunications

Eric W. Cowan is currently acting as counsel for Cable & Wireless
in negotiations with the government of Trinidad & Tobago.  David
Turetsky recently assisted AT&T in connection with the appearance
of its CIO/CTO at a Senate Commerce Committee hearing on
telecommunications infrastructure issues in light of Hurricane
Katrina.

                        Environmental

Attorneys in D.C. have reached an innovative settlement with the
USEPA that will help protect client PPL/Montana from future
Superfund liability for its ownership of a FERC-licensed dam;
Robert Anderson and D. Randall Benn were recently selected to join
a team hired to evaluate the governance of the DC Water and Sewer
Authority; Mr. Benn recently obtained $3 million in Congressional
funding to support the work of the world's leading water quality
research non-profit, the Water Environment Research Foundation.
He has been asked to help Wynton Marsalis, the jazz trumpeter and
New Orleans native, become a leading spokesman before Congress
(with the blessing of the State of Louisiana) on post-Katrina
reconstruction priorities.

                       Transportation

The office's rail practice, led by Michael F. McBride, was
recently retained by BP Amoco Chemical Company to represent it in
the first "small-shipment" rate case ever filed at the Surface
Transportation Board, against Norfolk Southern Railway Company.

                           Africa

Partner, Derek C. Smith was recently engaged to represent the
Ministry of Mines, Industry and Energy of Equatorial Guinea in a
broad range of oil and gas matters.  With the help of LeBoeuf Lamb
attorneys, the Southern Africa Enterprise Development Fund "SAEDF"
had its $100 million US AID grant extended another three years.
The Fund's mission is to support business development in 11
countries in southern Africa by investing in start-up and medium-
sized businesses owned by indigenous people; LeBoeuf Lamb partner,
Elizabeth B. Sandza, serves as counsel to the SAEDF Board of
Directors.

LeBoeuf, Lamb, Greene & MacRae LLP has more than 650 lawyers
practicing in 19 offices worldwide.  Well known as one of the
preeminent legal services providers to the insurance/financial
services and energy and utilities industries, the firm has built
upon these strengths to gain prominence in litigation, corporate,
bankruptcy, taxation, environmental, real estate and
technology/intellectual property practices.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
October 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy...The New Frontier
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356; http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical
               Transactions and Investments
                  The Millennium Knickerbocker Hotel,
                    Chicago, Illinois
                        Contact: 903-595-3800; 1-800-726-2524;
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 16, 2005
   STRATEGIC RESEARCH INSTITUTE
      The Bankruptcy Reform Act of 2005: Practical Business
         Implication for Creditors
            Doubletree Metropolitan Hotel, New York, New York
               Contact: http://www.srinstitute.com/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana,
               Princeton, New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Holiday Party
         J.W. Marriott, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel,
                  Chicago, Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel,
                  Chicago, Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo 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 ***