TCR_Public/051028.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, October 28, 2005, Vol. 9, No. 256

                          Headlines

AMF BOWLING: Completes Joint Venture Deal with Qubica SpA
ANACONDA CAPITAL: Case Summary & 2 Largest Unsecured Creditors
ANDERSON CLARK: List of Debtors' 20-Largest Unsecured Creditors
ASARCO LLC: Court Extended Lease Decision Period to January 13
ASARCO LLC: Court Okays Rejection of Useless Equipment Leases

ATA AIRLINES: Evelyn Spiller Allowed to Pursue Injury Lawsuit
ATA AIRLINES: ExecuJet Wants to Walk Away from McGraw-Hill Pact
ATHLETE'S FOOT: Plan Confirmation Hearing Set for December 8
B/E AEROSPACE: Earns $10 Million of Net Income in Third Quarter
BANC OF AMERICA: Stable Performance Cues S&P to Lift Low-B Ratings

BIOMETRICS 2000: Voluntary Chapter 11 Case Summary
BOOKS-A-MILLION: Stock Resumes Trading at Nasdaq After Compliance
BOWATER INC: Incurs $16 Million Net Loss in Third Quarter
BOYDS COLLECTION: Gets Interim Order to Use Cash Collateral
BRIAN MULLINS: Case Summary & 20 Largest Unsecured Creditors

BRILLIANT DIGITAL: Extends Secured Debt Maturity Date to March 31
BROOKLYN HOSPITAL: Meeting of Creditors Rescheduled to Dec. 7
CENTURY ALUMINUM: Incurs $20.1 Million Net Loss in Third Quarter
CHASE FUNDING: Moody's Downgrades Class IM-2 Cert.'s Rating to Ba3
CHASE MORTGAGE: Fitch Rates $2.6 Mil Certificate Classes at Low-B

CLAIMNET.COM: Balance Sheet Upside-Down by $671,000 at Sept. 30
COMBUSTION ENGINEERING: Everest Ends Insurance Dispute for $17.9M
COMMERCIAL MORTGAGE: S&P Upgrades Low-B Ratings on 2 Cert. Classes
CONMED CORP: Earns $7.9 Million of Net Income in Third Quarter
CORNING INC: Earns $203 Million of Net Income in Third Quarter

COVAD COMMS: Sept. 30 Balance Sheet Upside-Down by $3.7 Million
CROWN HOLDINGS: S&P Rates Proposed $1.1 Bil Sr. Unsec. Notes at B
DATATEC SYSTEMS: Court Confirms 2nd Amended Liquidating Plan
DATATEC SYSTEMS: TIS Challenges Ownership of Insurance Proceeds
DAY INTERNATIONAL: Moody's Rates New $140 Million Term Loan at B2

DELPHI CORP: Gets Final Court Nod on $4.5 Billion DIP Financing
DT INDUSTRIES: Panel Selects Greenwald as DT Creditor Trustee
EASTGROUP PROPERTIES: Reports Operational Results for 3rd Quarter
ENRON CORP: Bankruptcy Court Approves FERC Settlement Agreement
FIBERMARK INC: Court Approves Revised Disclosure Statement

FOAMEX INT'L: Gets Final Court Okay to Pay Critical Vendor Claims
FOAMEX INT'L: Gets Final Order on Injunction vs. Utility Companies
FOAMEX INT'L: Can Continue Hiring 37 Ordinary Course Professionals
GENERAL MOTORS: SEC Probes Accounting Practices & Delphi Deals
GRIFFETH BUILDERS: Voluntary Chapter 11 Case Summary

GSI COMMERCE: Postpones Release of Fiscal 2005 3rd Quarter Results
GUARDIAN TECHNOLOGIES: Talks About Financial Reporting Weaknesses
HARTCOURT COMPANIES: Earns $31,534 of Net Income in 1st Quarter
HELL'S BAY: Case Summary & 20 Largest Unsecured Creditors
I2 TECHNOLOGIES: Sept. 30 Balance Sheet Upside-Down by $144 Mil.

INTERMET CORP: Court Okays Rejection of Five Representative Pacts
INTERNATIONAL PAPER: Earns $1.04 Bil. of Net Income in 3rd Quarter
INTERSTATE BAKERIES: Delays Filing of Required Financial Reports
JEROME-DUNCAN: Unsecured Creditors Will Recover 100% of Claims
JEROME-DUNCAN: UST & Committee Want Chapter 11 Trustee Appointed

JLG INDUSTRIES: Moody's Affirms B3 Rating on Senior Sub. Notes
JOHN COOPER: Case Summary & 20 Largest Unsecured Creditors
JOHN KIENOSKI: Case Summary & 20 Largest Unsecured Creditors
JUSTIN ROBERTS: Case Summary & 11 Largest Unsecured Creditors
KAISER ALUMINUM: Asks Court to Reduce Bonneville Power Claims

KAISER ALUMINUM: Wants Scope of Ernst & Young's Services Expanded
KENNETH MEAD: Section 341(a) Meeting Slated for November 29
KEY ENERGY: Asks Senior Lenders to Raise CapEx Limit Covenant
KMART CORP: Philip Morris & HNB Slam Move on Multi-Million Claims
KMART CORP: Withdraws Motion for Further Pleadings on GPS Claims

KNOLL INC: Earns $8.2 Million of Net Income in Third Quarter
LA QUINTA: Fitch Puts BB- Rating on Senior Unsecured Notes
LEVITZ HOME: Wants Court Okay to Hire AlixPartners as Consultants
LEVITZ HOME: Wants Court OK to Hire ADA as Disposition Advisors
LEVITZ HOME: Gets Interim Okay to Hire Kurtzman as Claims Agent

LIDO ISLAND: Case Summary & 14 Largest Unsecured Creditors
LODGENET ENT: Sept. 30 Balance Sheet Upside-Down by $69 Million
LONGYEAR HOLDINGS: S&P Puts Low-B Ratings on New $575M Lien Loans
LUCENT TECHNOLOGIES: Fitch Lifts Ratings on $5.4-Bil Securities
KELLY LINEHAN: Case Summary & 7 Largest Unsecured Creditors

KENNETH MEAD: Can Employ Ronald Bergwerk as Bankruptcy Counsel
KINETIC CONCEPTS: Incurs $1.2 Million Net Loss in Third Quarter
NORTEL NETWORKS: Selling Brampton Site to Rogers for $100 Million
NORTHWEST AIRLINES: Opts to Outsource Sr. Flight Attendant Jobs
NORTHWEST AIRLINES: Files Prospectus on Resale of Notes Due 2023

NORTHWEST AIRLINES: Chromalloy Opposes Claims Resolution Process
NVF COMPANY: Wants Exclusive Period Stretched to January 16
NVF COMPANY: Courts Extends Removal Period Until December 17
NVF CO: Forshee & Boardroom Approved as Accounting Consultants
MERCURY INTERACTIVE: Noteholders Waive Default Until March 31

MMRENTALSPRO LLC: Wants Plan-Filing Period Stretched to Jan. 13
MMRENTALSPRO LLC: Lincoln Apartment Approved as Property Manager
MOUNTAIN MAX: Case Summary & 15 Largest Unsecured Creditors
MUZAK HOLDINGS: Strained Liquidity Cues S&P to Junk Credit Rating
O'SULLIVAN IND: Gets Interim OK to Borrow $35-Mil. DIP Financing

O'SULLIVAN IND: Taps FTI Consulting as Restructuring Advisor
O'SULLIVAN INDUSTRIES: Hires Lazard Freres as Financial Advisor
OPEN SOLUTIONS: S&P Rates $415-Mil. Sr. Secured Loans at Low-B
PACIFIC COAST: Fitch Junks $29.52M Class Notes & $26M Pref. Shares
PAN AMERICAN: Fitch Affirms BB- Int'l Foreign Currency Rating

PATCH INTERNATIONAL: Posts $281,898 Net Loss in FY 2005 1st Qtr.
PHILLIP COLLECTOR: Case Summary & 20 Largest Unsecured Creditors
PLEJ'S LINEN: Case Summary & 20 Largest Unsecured Creditors
PQ CORP: Moody's Affirms $275-Million Sr. Sub. Notes' B3 Rating
PRESIDENT CASINOS: Earns $2MM of Net Income in FY 2005 2nd Quarter

PRESIDENT CASINOS: Columbia Sussex Withdraws License Application
QUALISTICS INC: Voluntary Chapter 11 Case Summary
REFCO INC: Interest Grows in Sale of Regulated Subsidiaries
RICHARD O'NEILL: Voluntary Chapter 11 Case Summary
ROBERT WALSH: Case Summary & 20 Largest Unsecured Creditors

ROGERS COMMS: Buying Nortel Network's Brampton Site for $100 Mil.
ROUNDY'S SUPERMARKETS: Moody's Affirms $175 Mil. Notes' B3 Rating
SAINT VINCENTS: Says There's No Reason to Terminate Policies
SAINT VINCENTS: Asserts that Ventilators are Estate Property
SAINT VINCENTS: Patsy Merola Seeks to Enforce $2.6 Mil. Judgment

SAN JUAN CABLE: Moody's Pares Rating on Planned $125M Loan to B3
SEMGROUP L.P.: Fitch Assigns B+ Rating to $250MM Sr. Unsec. Notes
SEPRACOR INC: Balance Sheet Upside-Down by $212.79M at Sept. 30
SIERRA HEALTH: Earns $28.4 Million of Net Income in 3rd Quarter
SLOCUM LAKE: Chapter 9 Case Summary & 6 Largest Unsec. Creditors

SS&C TECHNOLOGIES: S&P Junks Proposed $205 Mil Subordinated Notes
STEPHEN GOETZ: Case Summary & 20 Largest Unsecured Creditors
STEPHEN MCNERNEY: Voluntary Chapter 11 Case Summary
STEWART ENTERPRISES: Delayed Reports May Trigger Nasdaq Delisting
STRATUS SERVICES: Sells All Assets to Source One for $35,000

STRATUS SERVICES: Has Until November 4 to Comply with Credit Pact
SUN CASTLE: Case Summary & 15 Largest Unsecured Creditors
SYLVAN I-30 ENTERPRISES: Case Summary & 35 Known Creditors
TOWER AUTOMOTIVE: Buys Herman Miller Facility for $10 Million
TOWER AUTOMOTIVE: Wants Federal's Reconsideration Request Denied

TOWER AUTOMOTIVE: Has Until June 30 to Remove Civil Actions
UAL CORP: Battle Over Senior Notes with Wells Fargo Continues
UAL CORP: Creditors Panel Clams $1.3 Billion Atlantic Coast Claim
UAL CORP: Wants to Assume Modified PMCC Aircraft Financing Pact
UAL CORPORATION: Files 19th Reorganization Status Report

VARIG S.A.: GECAS & JP Morgan Respond to Court's Show Cause Order
WCI STEEL: Bankruptcy Court Approves Two Disclosure Statements
WINN-DIXIE: Court Okays Cash Payments to Settle Litigation Claims
WINN-DIXIE: Court Okays Rejection of Four Leases & Four Subleases
WORLDCOM INC: Court OKs $315MM Tax Settlement Pact with 16 States

WORLDCOM INC: Has Until November 16 to Object to Tax Claims
XYBERNAUT CORP: Court Okays $5 Million DIP Financing Facility
YANGER INC: Case Summary & 2 Largest Unsecured Creditors

* Robert de By Leads Dewey Ballantine's Int'l Arbitration Practice

* BOOK REVIEW: OIL & HONOR: The Texaco Pennzoil Wars

                          *********

AMF BOWLING: Completes Joint Venture Deal with Qubica SpA
---------------------------------------------------------
AMF Bowling Worldwide, Inc., completed the formation of its joint
venture with Italian-based Qubica, S.p.A.  Both companies
contributed the equity of their subsidiaries to the joint venture
in exchange for 50% equity interest each in the partnership.

In connection with its formation, the joint venture entered into a
Credit Agreement with an unnamed lender which allows the company
to access up to $30 million to fund its operations.  If not repaid
sooner, its obligations under the Credit Agreement will become
fully due and payable on Oct. 7, 2010.  Pursuant to the Credit
Agreement, the joint venture granted the lender mortgages and
security interests in a significant portion of the partnership's
assets.

John Walker, who was the President of AMF Bowling's Products
Business, is the joint venture's chief executive officer.

Headquartered in Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
roughly 370 centers.  

AMF Bowling Worldwide, Inc., filed for chapter 11 protection
on July 3, 2001 (Bankr. E.D. Va. Case Nos. 01-61119 through
01-61143).  Marc Abrams, Esq., at Willkie, Farr & Gallagher
represented the operating subsidiaries.  The corporate parent,
AMF Bowling, Inc., filed for chapter 11 protection on July 31,
2001 (Bankr. E.D. Va. Case No. 01-61299).  Lawrence H. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represented the parent
company.  The Debtors' Second Amended & Modified Chapter 11 Plan
was confirmed on Feb. 1, 2002, and consummated on March 8, 2002.  
That plan deleveraged the company's balance sheet, and delivered a
92% equity stake in the reorganized subsidiaries to the company's
secured lenders and a 7% equity stake in the operation to
unsecured creditors.  The old public parent company died.  

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2005,
Moody's Investors Service downgraded the ratings of AMF Bowling
Worldwide, Inc., thus concluding the review of the ratings for
possible downgrade initiated on March 10, 2005.

These ratings were lowered:

   -- To Caa1 from B3, $150 million 10% senior subordinated notes,
      due 2010

   -- To B2 from B1, approximately $120 million senior secured
      credit facility consisting of a $40 million revolver,
      maturing in 2009, and approximately $79 million term B
      loans, maturing in 2009

   -- To B2 from B1, Corporate Family Rating (formerly known as
      the Senior Implied Rating)

Moody's said the ratings outlook is stable.

As reported in the Troubled Company Reporter on Feb. 9, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating to AMF
Bowling Worldwide Inc.'s proposed $175 million senior secured
credit facility due 2009. A recovery rating of '3' was also
assigned to the proposed credit facility, indicating a meaningful
recovery of principal (50%-80%) in the event of a default.

In addition, a 'CCC+' rating was assigned to the $150 million
senior subordinate notes due 2010.  At the same time, Standard &
Poor's affirmed its ratings on AMF Bowling, including its
corporate credit rating of 'B', and removed them from CreditWatch.
S&P said the outlook is stable.


ANACONDA CAPITAL: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Anaconda Capital, LP
        730 Fifth Avenue
        New York, New York 10019

Bankruptcy Case No.: 05-60078

Type of Business: The Debtor is the general partner of
                  Anaconda Opportunity Fund, LP, a private
                  investment limited partnership, engaged in
                  both public securities' markets and private
                  equity investments.

Chapter 11 Petition Date: October 26, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Joshua Joseph Angel, Esq.
                  Angel & Frankel, P.C.
                  460 Park Avenue
                  New York, New York 10022-1906
                  Tel: (212) 752-8000
                  Fax: (212) 752-8393

Financial Condition as of September 30, 2005:

      Total Assets: $5,938,418

      Total Debts:  $5,937,418

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
General Maritime Corp.           Notes payable         $250,000
299 Park Avenue
New York, NY 10171-0002
Attn: Peter Georgiopoulos
Tel: (212) 763-5620
Fax: (212) 763-5602

Bert Fingerhut                   Notes payable         $130,000
1520 Silver King Drive
Aspen, CO 81611-1049
Tel: (970) 920-1934
Fax: (970) 925-1820


ANDERSON CLARK: List of Debtors' 20-Largest Unsecured Creditors
---------------------------------------------------------------
Anderson Clark, Inc., released a list of its twenty largest
unsecured creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Business Cards Tomorrow, Inc.  Alleged past due         $811,000
3000 N.E. 30th Place           royalties
Fort Lauderdale, FL 33306

Business Cards Tomorrow, Inc.  Term notes               $148,860
3000 N.E. 30th Place
Fort Lauderdale, FL 33306

ComDoc, Inc.                   Equipment lease          $143,471
P.O. Box 6434                  AB Dick CXP3000
Carol Stream, IL 601976434     CXP - 46 payments
                               left = $118,358.00
                               Copiers - 44
                               payments left =
                               $25,113

Hahn Loeser & Parks            Legal fees                $64,619

Discovery Development, Ltd.    Term notes                $57,678

Jefferson Pilot Financial      Loan against              $52,709
                               insurance policy
                               owned by
                               Robert Apple

James A. Tudas                 Note                      $45,860

James A. Tudas                 Consulting agreement      $24,200

Jaguar Credit                  2001 Jaguar S2001         $22,691
                               S-Type
                               Value of security:
                               $13,240

GE Capital                     Equipment lease           $18,755

American Honda Finance         2004 Honda Civic          $11,409
                               US DX
                               Value of security:
                               $9,115

BWC                            2005 Premium -             $3,339
                               first half

Neopost                        Equipment lease -          $2,550
                               postage meter

GM Card Member Services        Credit card                $2,031

CIT Technology                 Lease on water cooler -    $1,871
                               13 quarters left

Impressive Labels, Inc.                                   $1,127

IKON Office Solutions                                         $9

Assist, Inc.                                             Unknown

BP Oil                                                   Unknown

Braden Sutphin Ink Co.                                   Unknown

                             *    *    *   

Anderson Clark, Inc., aka BCT Ohio -- http://www.bctohio.com/--  
is a wholesaler of thermographed and flat offset commercial
stationery products.  Anderson Clark also manufactures business
cards, letterhead, envelopes, customer rubber stamps, labels,
announcements, and invitations specialty products.  The Debtor
sought chapter 11 protection October 13, 2005 (Bankr. S.D. Ohio
Case No. 05-73524).  Susan L. Rhiel, Esq., at Rhiel & Associates
Co., L.P.A., represents the Company.  Anderson Clark reported
$306,747 in assets and liabilities totaling $2,269,772 in its
bankruptcy petition.


ASARCO LLC: Court Extended Lease Decision Period to January 13
--------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas extended ASARCO LLC's time until
Jan. 13, 2006, to decide whether to assume, assume and assign, or
reject unexpired non-residential real property leases.

As previously reported in the Troubled Company Reporter on
Sept. 27, 2005, the Debtors assure the Court that they are current
on all of their postpetition obligations under the Leases and will
remain so until the Leases are assumed or rejected.

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

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

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


ASARCO LLC: Court Okays Rejection of Useless Equipment Leases
-------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas authorized ASARCO LLC to reject the
unexpired equipment leases with Connecticut National Bank,
effective as of Sept. 19, 2005.

As previously reported in the Troubled Company Reporter on
Sept. 27, 2005, the lease was for some mobile mining equipment
and railroad rolling stock.

ASARCO contends that the Contracts are of no material value to
its estate.  Moreover, it is unable to use the mobile mining
equipment and railroad rolling stock, so incurring liability
under the Contracts as an administrative expense is not in the
best interest of the estate.

                           Court Order

Judge Schmidt gives the counterparties to the Contracts until
March 6, 2006, to file a claim for any damages, including those
arising from the rejection or use of the Railroad Rolling Stock.  
Failure to file a claim before the Rejection Claim Deadline will
forever bar the counterparties from asserting a claim against
ASARCO or its estate relating to the Contracts.

Judge Schmidt further rules that the counterparties are entitled
to possession of the Railroad Rolling Stock.  ASARCO will
cooperate with the counterparties to surrender the Railroad
Rolling Stock, empty and otherwise as is, at locations in the
United States mutually agreeable to the parties, and endeavor to
cause all sublessees of the Railroad Rolling Stock to do the
same, and that ASARCO will surrender any documentation in its
possession related to the Railroad Rolling Stock immediately.  
Any subleases of the Railroad Rolling Stock to any of ASARCO's
affiliates or third parties are terminated, except to the extent
as may be required to accomplish the return of the units to the
Government.

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

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

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


ATA AIRLINES: Evelyn Spiller Allowed to Pursue Injury Lawsuit
-------------------------------------------------------------
Evelyn Spiller filed a claim for personal injuries against ATA
Holdings Corp., in the Circuit of Cook County, Illinois, County
Department - Law Division.

Ms. Spiller's claims for negligence are covered by the Debtors'
insurance policy with AIG Aviation.

Pursuant to a stipulation, ATA Holdings agrees to have the
automatic stay under Section 362(d) of the Bankruptcy Code
modified for the limited purpose of allowing Ms. Spiller to pursue
the lawsuit.

Ms. Spiller's recovery in the lawsuit will be limited to
compensatory damages insured by AIG or any other insurers or
reinsurers providing coverage for the recovery.

Ms. Spiller agrees not to seek any punitive damages in the
Lawsuit.  She agrees not to pursue monetary claims against the
Debtors or to collect any amounts from them.

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: ExecuJet Wants to Walk Away from McGraw-Hill Pact
---------------------------------------------------------------
American Trans Air ExecuJet, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Indiana to authorize the rejection of
its agreement with McGraw-Hill Broadcasting Company, Inc.,
relating to a Bell LongRanger 206L-3 helicopter, with
manufacturer's serial number 51199 and bearing U.S. registration
number N116AT.

ATA Airlines, Inc., entered into a lease agreement with Betaco,
Inc., for the Helicopter before its filed for bankruptcy
protection.  ATA Airlines, in turn, subleased the Helicopter to
ExecuJet.

In January 2003, ExecuJet entered into an "Agreement for
Helicopter Services" with McGraw-Hill under which ExecuJet
provided McGraw Hill, operator of WRTV Channel 6, with use of the
Helicopter, a pilot, maintenance services, a hanger, fuel, and
related services.  The Agreement was amended on February 21,
2003.

Mr. Graham asserts that the rejection of the Agreement is
warranted under Section 365(a) of the Bankruptcy Code.

Jeffrey J. Graham, Esq., at Baker & Daniels, LLP, in
Indianapolis, Indiana, relates that the Debtors have issued
termination notices of their stipulation under Section 1110(b) of
the Bankruptcy Code with Betaco regarding, among other aircrafts,
the Helicopter.  The Debtors have also filed a notice of rejection
of the Lease and the Sublease.  

Because the Debtors are rejecting the Lease and the Sublease, the
McGraw-Hill Agreement no longer has any value to ExecuJet and will
be burdensome, as ExecuJet no longer has the right to use the
Helicopter, Mr. Graham says.

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)


ATHLETE'S FOOT: Plan Confirmation Hearing Set for December 8
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Second Amended Joint Disclosure Statement filed by
The Athlete's Foot, LLC, and Delta Pace LLC, together with their
Official Committee of Unsecured Creditors.

The Court determined that the Disclosure Statement contained the
right amount of the right kind of information to allow the
creditors to make an informed decision about the chapter 11 plan
filed along with the Disclosure Statement.

The plan proponents are now authorized to solicit acceptances of
the Plan.

After selling substantially all of their assets and paying off
their principal secured debt, the Debtors, in consultation with
the Committee, focused on formulating a plan of liquidation that
will enable them to make distributions to holders of Allowed
Claims as soon as practicable and subsequently wind up and
terminate the Debtors' business affairs.

The Plan provides for the:

      i) creation of the Liquidation Trust,

     ii) compromise and settlement of claims; and

    iii) rejection of any remaining executory contracts and
         unexpired leases to which any Debtor is still a party.

                         About the Plan

The Debtors operations will be winded down after confirmation of
their Plan.  On the Plan's effective date, the Debtors' assets
will be transferred to a Liquidation Trust.  A Liquidation Trustee
will make distributions to creditors, investigate and prosecute
rights of action, and resolve claim disputes.

Under the Plan, these claims are unimpaired:

     * priority non-tax claims,
     * secured claims,
     * allowed fee claims,
     * priority tax claims, and
     * administrative claims.
     
General unsecured creditors owed approximately $30,284,629 will
receive:

    i) beneficial interests in the Liquidation Trust entitling
       the holders to recover pro rata shares of any cash from a
       Distribution Fund; or

   ii) less favorable treatment that the Debtors or the
       Liquidation Trustee, the Committee and an unsecured claim
       holder will agree upon.

General unsecured creditors are expected to recover 7% to 10% of
their claims.

Intercompany claims and equity interests will be cancelled.

                Creditors' Committee Survives

The Official Committee of Unsecured Creditors will not be
disbanded upon plan confirmation.  The Committee will be given the
power to prosecute all litigation causes of action and defenses.  
It will also continue the adversary proceeding commenced by the
Debtors against GMAC Commercial Finance LLC seeking to recover
$525,000.

                        Plan Funding

A summary of estimated proceeds that will be available for
distribution to creditors:

  Source                                Estimated Proceeds
  ------                                ------------------
  Cash on Hand                       $2,300,000  to  $2,700,000
  Professional Fees Carve Out           525,000         525,000
                                     ----------      ----------
  Total Estimated Proceeds           $2,825,000      $3,230,000

  Application of Estimated Proceeds
  ---------------------------------
  Chapter 11 Professional Fees         $750,000  to    $600,000
  Wind-down costs                       100,000          75,000
                                       --------        --------
  Total Estimated Chapter 11 Costs     $850,000        $675,000

  Estimated Proceeds
  Available for Distribution         $1,975,000  to  $2,555,000

The Court will convene a hearing on December 8 to discuss the
merits of the Plan.  Objections to the Plan, if any, must be
served by November 8 to:

     Counsel to the Debtors:

          John H. Drucker, Esq.
          Bonnie L. Pollack, Esq.,
          Angel & Frankel, P.C.
          460 Park Avenue
          New York, New York 10022-1906

     Counsel to the Official Committee
     of Unsecured Creditors:

          Cathy Hershcopf, Esq.
          Gregory G. Plotko, Esq.
          Kronish Lieb Weiner & Hellman LLP
          1114 Avenue of the Americas
          New York, NY 10036-7798  

     The United States Trustee:

          Office of the United States Trustee
          Southern District of New York
          Attn: Gregory M. Zipes, Esq.,
          33 Whitehall Street, 21st Floor
          New York, NY 10004

Headquartered in New York, New York, Athlete's Foot Stores, LLC
-- http://www.theathletesfoot.com/-- operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


B/E AEROSPACE: Earns $10 Million of Net Income in Third Quarter
---------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq: BEAV), reported its financial results
for the three and nine-month periods ended September 30, 2005.

Highlights:

   * reported third quarter revenues of $217.1 million,
     representing year-over- year organic growth of approximately
     18%;

   * third quarter gross margin of 35.3 percent expanded by 250
     basis points versus the same period in the prior year;

   * third quarter operating earnings of $25.4 million were 45%
     higher than the same period in the prior year.  Third quarter
     operating margin of 11.7 percent expanded by 220 basis points
     versus the same period in the prior year.  The 45 percent
     operating earnings growth rate was driven by continued
     revenue and earnings growth at each of B/E's commercial
     aircraft, business jet and distribution segments;

   * net earnings for the quarter were $10 million and represents
     increases of $12.7 million, versus the same period in the
     prior year;

   * record backlog at September 30, 2005, stood at over
     $1 billion, an increase of approximately 63 percent from
     backlog at September 30, 2004, and an increase of over
     $180 million or approximately 22 percent as compared to the
     immediately preceding quarter.  Bookings for the three and
     nine month periods ended September 30, 2005, were in excess
     of $400 million and $900 million, respectively; and

   * management expects, for 2006, revenues of approximately
     $1 billion.

                          Third Quarter
                Segment Sales & Operating Earnings

For the third quarter, consolidated sales were $217.1 million, a
$33.6 million or 18.3 percent increase over the third quarter of
2004.

The commercial aircraft segment generated revenues of
$140.6 million in the third quarter of 2005, up 11.6 percent
versus the same period in the prior year, primarily due to a
higher volume of commercial aircraft passenger cabin equipment and
engineering, integration and certification services.  The
distribution segment delivered strong revenue growth of 17.5% in
the third quarter of 2005, driven by a broad-based increase in
aftermarket demand for aerospace fasteners and continued market
share gains.  In the business jet segment, revenues increased by
60.3 percent in the third quarter of 2005, reflecting the ongoing
recovery of the business jet industry and initial shipments of
super first class products.

Operating earnings for the third quarter of 2005 of $25.4 million
increased by 45 percent, as compared to the same period last year.   
The operating margin of 11.7 percent in the third quarter of 2005
was 220 basis points greater than the operating margin realized in
the third quarter of 2004.  The substantial increase in operating
earnings was driven by continued revenue and earnings growth at
each of B/E's commercial aircraft, distribution and business jet
segments.

Interest expense for the third quarter of 2005 of $14.8 million
was $4.9 million lower than interest expense recorded in the same
period in the prior year.  Interest expense decreased in the
third quarter of 2005 as a result of the early retirement of
$200 million of senior subordinated notes during the fourth
quarter of 2004.  The interest coverage ratio, which is determined
by dividing the sum of operating earnings plus depreciation and
amortization by interest expense, was 2.2:1 for the third quarter
of 2005, as compared to 1.3:1 in the third quarter of 2004.

Net earnings for the third quarter were $10.0 million or $0.16 per
diluted share, a $12.7 million or $0.23 per diluted share
improvement as compared to the same period in the prior year.


             Liquidity, Balance Sheet and Cash Flows

At the end of the quarter, the company's liquidity remained solid
with cash balances totaling approximately $87 million, up $11
million from the December 31, 2004 balance.  Net debt at the end
of the third quarter stood at approximately $592 million, which
represents total debt of approximately $680 million less cash and
cash equivalents of approximately $87 million.  The company has no
debt maturities until 2008.

                       Financial Guidance

Financial guidance is now as follows:

   * for the full year 2005, notwithstanding any negative impacts
     from the Boeing strike and several hurricane related lost
     shipping days at the Company's distribution segment during
     the third quarter, management expects revenue in excess of
     $800 million;

   * for 2006, management expects revenue of approximately
     $1 billion and to report earnings of $1.10 per share for the
     full year.  Orders and backlog are expected to continue to be
     strong in 2006 consistent with the new aircraft delivery
     cycle; and

   * 2007 earnings per share are expected to grow at a double
     digit rate (versus 2006) on a fully taxed (35% rate) basis,
     driven by strong revenue growth and additional margin
     expansion.

Commenting on the company's outlook, Mr. Khoury stated, "The
addressable aircraft cabin interior products market is expected to
grow at a compounded annual growth rate of approximately 15% over
the 2005 to 2010 period.  The Company expects its CAS revenues to
grow at a rate in excess of the expected compounded annual growth
rate for the cabin interior products market."

"The Company expects to generate revenues during 2006 of
approximately $1 billion," Mr. Khoury continued.

B/E Aerospace, Inc. -- http://www.beaerospace.com/--   
manufactures aircraft cabin interior products, and distributes
aerospace fasteners.  B/E designs, develops and manufactures
products for both commercial aircraft and business jets. B/E
manufactured products include seating, lighting, oxygen, and food
and beverage preparation and storage equipment.  The company also
provides cabin interior design, reconfiguration and passenger-to-
freighter conversion services.  Products for the existing aircraft
fleet -- the aftermarket -- generate about 60 percent of sales.  
B/E sells its products through its own global direct sales
organization.

                         *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Moody's Investors Service has upgraded the ratings of B/E
Aerospace, Inc.'s senior subordinated notes, to Caa2 from Caa3.
Also, the rating agency has confirmed B/E's Senior Implied and
Speculative Grade Liquidity ratings of B3 and SGL-2, respectively,
and has changed the rating outlook to positive.  

The ratings upgraded are:

   * $250 million senior subordinated notes due 2008, to Caa2 from
     Caa3

   * $250 million senior subordinated notes due 2011, to Caa2 from
     Caa3

   * Senior unsecured issuer rating to B3 from Caa2.

The ratings confirmed are:

   * $175 million senior unsecured notes due 2010, rated B3

   * Senior implied rating of B3

   * Speculative Grade Liquidity Rating at SGL-2


BANC OF AMERICA: Stable Performance Cues S&P to Lift Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of Banc of America Commercial Mortgage Inc.'s commercial
mortgage pass-through certificates from series 2002-2.  At the
same time, ratings are affirmed on 12 other classes from the same
series.
     
The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings, as well as loan defeasance
and the stable performance of the transaction.

According to the remittance report dated Oct. 12, 2005, the trust
collateral consisted of 151 loans with an aggregate outstanding
principal balance of $1.675 billion, down from 152 loans with a
balance of $1.746 billion at issuance.  The master servicer, Bank
of America N.A., provided partial-year or full-year 2004 net cash
flow debt service coverage figures for 99% of the pool, which
excludes all defeased loans.  Based on this information, Standard
& Poor's calculated a weighted average DSC of 1.44x, which is the
same as at issuance.  There are no delinquent or specially
serviced loans in the pool.

The top 10 loan exposures have an aggregate outstanding balance of
$572.4 million.  The top 10 loan exposures reported a weighted
average DSC of 1.70x, down slightly from 1.74x at issuance.  
Standard & Poor's reviewed recent property inspections provided by
Bank of America for assets underlying the top 10 loan exposures,
and all were characterized as "excellent" or "good."  However, the
fifth-, sixth-, and ninth-largest loans are on the watchlist and
are discussed below.

At issuance, the three largest loans in the pool had credit
characteristics consistent with investment-grade obligations in
the context of their inclusion in the pool.  The two largest loans
have maintained credit characteristics consistent with 'AAA' rated
obligations, while the third-largest loan now has credit
characteristics consistent with an 'A' category obligation, up
from 'BBB-' at issuance.

The largest loan is the mortgage on Crabtree Valley Mall in
Raleigh, North Carolina.  The loan includes the senior component
portion, which is pooled, as well as a subordinate component debt
amount of $20 million, which is raked to the CM-A, CM-B, CM-C, CM-
D, and CM-E certificate classes.  The performance of the
collateral property has been stable since issuance.

The second-largest loan in the pool is secured by the Bank Of
America Plaza Building in Atlanta, Georgia.  The collateral
property for this loan has also displayed stable performance
metrics since issuance.

The third-largest loan is a mortgage on The Centre at Preston
Ridge, a retail property in Frisco, Texas.  Since issuance, the
performance of this asset has improved moderately, with occupancy
of 97% as of June 8, 2005, and DSC of 1.87x for the year ended
Dec. 31, 2004.

Bank of America reported 22 loans with an aggregate outstanding
balance of $305.3 million on its watchlist.  The fifth-largest
loan in the pool, Bell Towne Centre, is secured by a 417,646-sq.-
ft. retail center in Phoenix, Arizona.  The DSC for the loan had
declined to 0.92x for year-end 2004, from 1.30x at issuance,
because Food 4 Less vacated the property due to bankruptcy.  The
Food 4 Less space has been leased to Sunflower Market, which was
scheduled to begin paying rent in April 2005.

The sixth-largest exposure consists of two cross-collateralized
and cross-defaulted loans secured by student housing properties.  
The first loan is secured by Santa Fe Pointe Apartments, a 168-
unit property in Gainesville, Florida, near Santa Fe Community
College.  DSC levels for the property have been low because of low
occupancy resulting from poor enrollment at the college.

The second loan is secured by Reflection of Tampa Apartments, a
168-unit property in Tampa, Florida, near the University of South
Florida.  Occupancy for the property as of July 2005 was 98%.  For
both properties, the borrower has hired new management that
specializes in student housing.  The weighted average DSC for the
properties for the year ended Dec. 31, 2004, was 0.67x.

The ninth-largest loan, Holly Hall Apartments, is secured by a
569-unit multifamily property in Houston, Texas.  The loan is on
the watchlist due to a low DSC caused by lower asking rents.  The
DSC for the property was 0.95x for the nine months ended Sept. 30,
2004.

Based on discussions with the servicer, Standard & Poor's stressed
various loans in the mortgage pool as part of its analysis.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.
   
                         Ratings Raised
   
             Banc of America Commercial Mortgage Inc.
   Commercial Mortgage Pass-Through Certificates Series 2002-2
   
                      Rating
          Class   To          From   Credit Support (%)
          -----   --          ----   ------------------
          B       AAA         AA                  15.27
          C       AAA         AA-                 14.23
          D       AAA         A+                  13.44
          E       AA+         A                   12.40
          F       AA          A-                  11.10
          G       AA-         BBB+                 9.79
          H       A           BBB                  8.62
          J       A-          BBB-                 7.32
          K       BBB         BB+                  5.10
          L       BBB-        BB                   4.32
          M       BB          BB-                  3.54
   
                        Ratings Affirmed
   
             Banc of America Commercial Mortgage Inc.
   Commercial Mortgage Pass-Through Certificates Series 2002-2
   
               Class   Rating   Credit Support (%)
               -----   ------   ------------------
               A-1     AAA                   19.18
               A-2     AAA                   19.18
               A-3     AAA                   19.18
               N       B+                     2.52
               O       B                      2.10
               XC      AAA                     N/A
               XP      AAA                     N/A
   
                    Crabtree Valley Mall Loan
  
               Class   Rating   Credit Support (%)
               -----   ------   ------------------
               CM-A    AA+                     N/A
               CM-B    AA                      N/A
               CM-C    AA-                     N/A
               CM-D    A+                      N/A
               CM-E    A                       N/A
   
                   N/A -- Not applicable.


BIOMETRICS 2000: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Biometrics 2000 Corporation
        2275 Swallow Hill Road, Building 2500
        Pittsburgh, Pennsylvania 15220

Bankruptcy Case No.: 05-40324

Type of Business: The Debtor is s developer and reseller of unique
                  biometric products for physical and network
                  security.  See http://www.biometrics2000.com/

Chapter 11 Petition Date: October 15, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtor's Counsel: Steven T. Shreve, Esq.
                  Shreve & Pail
                  303 Pitt Building
                  213 Smithfield Street
                  Pittsburgh, Pennsylvania 15222
                  Tel: (412) 281-6555

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

Estimated Debts:  $1 Million to $10 Million

The Debtor's List of 20 Largest Unsecured Creditors is not yet
available as of press time.


BOOKS-A-MILLION: Stock Resumes Trading at Nasdaq After Compliance
-----------------------------------------------------------------
Books-A-Million, Inc. (Nasdaq/NM:BAMME) received notice from
Nasdaq that the Nasdaq Listing Qualifications Panel has determined
that the Company's common stock is eligible for continued listing
on the The Nasdaq National Market(R).  On October 27, 2005, the
Company's common stock resumed trading under its original trading
symbol "BAMM."

As reported in the Troubled Company Reporter on Sept. 23, 2005,
the Company received notice from the staff of The Nasdaq Stock
Market that, due to the Company's failure to file on a timely
basis its quarterly report on Form 10-Q for the 13 weeks ended
July 30, 2005, as required by Nasdaq Marketplace Rule 4310(c)(14),
the Company's common stock is subject to potential delisting
from The Nasdaq Stock Market at the opening of business on
Sept. 29, 2005.

As reported in the Troubled Company Reporter on Oct. 24, 2005, the
Company filed with the Securities and Exchange Commission the
quarterly report on Form 10-Q for the 13-week period ended July
30, 2005.  The Company believes that, with this filing, it is
current in its periodic reports with the SEC.

Representatives of the Company attended a hearing before a Nasdaq
Listing Qualifications Panel on Oct. 20, 2005, during which it
notified the Panel that it had filed with the SEC the Second
Quarter Form 10-Q, the sole deficiency previously cited by Nasdaq
and the sole basis for the hearing.  

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

                         *     *     *

                        Material Weakness

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

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

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

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


BOWATER INC: Incurs $16 Million Net Loss in Third Quarter
---------------------------------------------------------
Bowater Incorporated (NYSE: BOW) reported a $16 million net loss
on sales of $872.9 million for the third quarter of 2005.

These results compare with a net loss of $18.1 million on sales of
$834.0 million in the third quarter of 2004.  Before special
items, the net loss for the third quarter of 2005 was $9.5 million
compared with the 2004 third quarter net loss before special items
of $1.8 million.  

Third quarter 2005 special items, net of tax, consisted of a
$6.1 million gain related to asset sales and a $12.6 million loss
resulting from currency changes primarily related to the
appreciation of the Canadian dollar.

In addition to those special items, the company had a $3.7 million
charge related to a tax adjustment.  Before the gain on asset
sales, operating income was $35.1 million, which is within the
range indicated in the company's announcement dated October 4.
Operating income was $45 million, including the gain on asset
sales.

"Bowater's product pricing has improved throughout the year," said
Arnold M. Nemirow, Chairman, President and Chief Executive
Officer.  "However, we have experienced significant cost
pressures, especially third quarter energy, chemicals and
distribution costs, which were partially related to Hurricane
Katrina, and the strong Canadian dollar.  We do expect market
fundamentals to continue to support Bowater's improved fourth
quarter pricing."

The company has initiated an $80 million cost reduction program,
which will be fully implemented by the end of 2006.  In addition
to this program, the company intends to sell certain assets that
are expected to generate net proceeds in excess of $300 million
over the same time period.  The assets consist mostly of North
American timberlands.

Bowater's average transaction price for newsprint rose $13 per
metric ton in the third quarter compared to the second quarter.
Inventory increased by 13,400 metric tons, primarily as a result
of disruptions in export shipments due to the recent hurricanes.    
The company curtailed 56,000 metric tons of newsprint production
in the third quarter.  Of the curtailment, approximately 20,000
tons was related to a 19-day outage at the Thunder Bay, Ontario
newsprint mill as a result of high wood fiber and energy costs.  
In the fourth quarter, the company expects to curtail
approximately 53,000 metric tons representing maintenance outages
and the continued idling of a machine at Thunder Bay.  The company
informed its North American customers of a $35 per metric ton
price increase effective October 1.

Consumption of coated mechanical papers in North America continues
to be strong.  Bowater's average transaction price for coated and
specialty papers increased $30 per short ton compared to the
second quarter, while the company's average operating costs
increased $19 per ton, primarily as a result of rising energy
related costs and the strong Canadian dollar.  Due to escalating
energy costs, the company announced in the fourth quarter various
freight and energy surcharges for its coated and specialty grades.

Bowater's average transaction price for market pulp decreased
$28 per metric ton compared to the second quarter of 2005, while
operating costs increased $6 per ton.  The company curtailed
19,000 metric tons of market pulp due to maintenance outages in
the third quarter and expects a similar amount in the fourth
quarter.  The company informed its North American customers of a
$20 per metric ton price increase on softwood grades effective
October 1.

The company's average transaction price for lumber decreased
$24 per thousand board feet compared to the second quarter of
2005.  During the quarter, the company paid countervailing and
antidumping duties of approximately $7.8 million.

Headquartered in Greenville, South Carolina, Bowater Incorporated
produces newsprint and coated mechanical papers.  In addition, the
company makes uncoated mechanical papers, bleached kraft pulp and
lumber products.  The company has 12 pulp and paper mills in the
United States, Canada and South Korea and 12 North American
sawmills that produce softwood lumber.  Bowater also operates two
facilities that convert a mechanical base sheet to coated
products.  Bowater's operations are supported by approximately
1.4 million acres of timberlands owned or leased in the United
States and Canada and 30 million acres of timber cutting rights in
Canada.  Bowater is one of the world's largest consumers of
recycled newspapers and magazines.  Bowater common stock is listed
on the New York Stock Exchange, the Pacific Exchange and the
London Stock Exchange.  A special class of stock exchangeable into
Bowater common stock is listed on the Toronto Stock Exchange (TSX:
BWX).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 14, 2005,
Standard & Poor's Ratings Services placed its ratings on pulp and
paper producer Bowater Inc. and subsidiary Bowater Canadian Forest
Products Inc., including the 'BB' corporate credit ratings, on
CreditWatch with negative implications.  The CreditWatch placement
reflects heightened concerns regarding the negative effect of an
appreciating Canadian dollar and other cost pressures on the
company's cash flow generation and earnings.
     

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service affirmed Bowater Incorporated's senior
implied, senior unsecured and issuer ratings at Ba3, and
concurrently, also affirmed the speculative grade liquidity rating
as SGL-2 (indicating good liquidity).  Moody's says the outlook
remains negative.

Ratings affirmed:

   -- Bowater Incorporated

      * Outlook: negative
      * Senior Implied: Ba3
      * Senior Unsecured: Ba3
      * Industrial and PC revenue bonds: Ba3
      * Issuer: Ba3
      * Speculative Grade Liquidity Rating: SGL-2

   -- Bowater Canada Finance Corp.

      * Outlook: negative
      * Senior unsecured guaranteed notes: Ba3

As reported in the Troubled Company Reporter on Mar. 30, 2005,
Fitch has rated Bowater's senior unsecured bonds and bank debt
'BB-'.  Fitch says the Rating Outlook is Stable.  Nearly
$2.5 billion of debt is subject to the rating.


BOYDS COLLECTION: Gets Interim Order to Use Cash Collateral
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Maryland gave The
Boyds Collection, Ltd., and its debtor-affiliates permission on an
interim basis to use cash collateral securing repayment of loans
to Bank of America, N.A., and D.E. Shaw Laminar Portfolios, L.L.C.

The Court also granted the lenders adequate protection for the
Debtors' use of the cash collateral.

                       Prepetition Debt &
                     Use of Cash Collateral

Under various Prepetition Loan Documents, the Debtors owe:

   Prepetition Lender                  Amount Owed
   -------------------                 -----------
   BofA N.A. & D.E. Shaw                $56,500,000
   (under a senior secured
    Credit Agreement dated
    Feb. 23, 2005

   BofA N.A. & D.E. Shaw                 $1,019,524
   (under various prepetition         
    Letters of Credit)                 -----------
                                       $57,519,524

The Debtors will use the cash collateral as working capital for
the continued operation of the Debtors' businesses.

The Court authorizes the Debtors to use the cash collateral
pursuant to the terms and provisions of its interim order, the
Postpetition Credit Agreement and other Loan Documents for the
Postpetition Financing and a Budget covering the period from
Oct. 13, to Jan. 8, 2005.  A full-text copy of that 13-week Budget
is available for free at:

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

                     Adequate Protection

As adequate protection for the Debtors' use of the Cash
Collateral, the Prepetition Lenders are granted valid, binding,
enforceable and perfected liens in all of the Debtors' assets to
secure the prepetition indebtedness equal to the sum owed.

The Court will convene a hearing at 10:00 a.m., on Oct. 31, 2005,
to consider the Debtors' request to use the Cash Collateral on a
permanent basis.

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.


BRIAN MULLINS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brian Mullins Excavating Contractors, Inc.
        929 Swan Pond Road
        Harriman, Tennessee 37748

Bankruptcy Case No.: 05-37297

Type of Business: The Debtor is an excavation contractor.

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Robert M. Bailey, Esq.
                  Bailey, Roberts & Bailey, PLLC
                  708 South Gay Street, Suite 200
                  P.O. Box 2189
                  Knoxville, Tennessee 37901-2189
                  Tel: (865) 546-3533

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Brian Mullins                                   $147,000
933 Swan Pond Road
Harriman, TN 37748

Brian Mullins                                   $60,000
933 Swan Pond Road
Harriman, TN 37748

Kramer Rayson Leake Rodgers & Morga             $43,168
P.O. Box 629
Knoxville, TN 37901

Roane County Trustee                            $37,022

Knoxville Utilities Board                       $33,869

Rocky Top Markets                               $22,127

IRS - District Director                         $20,254

BB&T                                            $18,527

Consolidated Pipe & Supply, Inc.                $15,000

East Tennessee Precast                          $15,000

Smith and Cashion                               $14,014

Brown, Jake & McDaniel PC                        $9,281

Curtis Equipment Sales                           $7,500

GCR Cobra Knoxville Tire Center                  $6,294

Stowers Machinery                                $6,012

Sherman Dixie Concrete                           $5,828

Kelso Oil Company                                $5,276

Contech Construction Products                    $5,047

BellSouth Claims                                 $4,322

Tim's Tires                                      $3,183


BRILLIANT DIGITAL: Extends Secured Debt Maturity Date to March 31
-----------------------------------------------------------------
Brilliant Digital agreed to extend the maturity date of certain
secured indebtedness it originally issued in May and December 2001
to:

         * Harris Toibb, Europlay 1, LLC,
         * Preston Ford Inc., and
         * Capel Capital Ltd.  

In consideration of the holders' agreement to extend the maturity
date of the Secured Indebtedness to March 31, 2006, Brilliant
Digital agreed to:

  (a) adjust the conversion price from $0.07 to $0.02 per share
      effective upon the amendment of the company's Certificate of
      Incorporation to provide for a one-for-ten reverse stock
      split of the company's outstanding common stock;
  
  (b) adjust the purchase price of all warrants issued o the
      secured debtholders from $0.07 to $0.02 per share;
  
  (c) issue to the holders warrants dated Sept. 26, 2005, and
      expiring on Oct. 5, 2009, with an exercise price of $0.02
      per share, to purchase an aggregate of 111,000,000 shares of
      the company's common stock; and
  
  (d) issue additional September warrants to purchase an aggregate
      of 152,738,125 common shares, which will vest and  become
      exercisable effective upon the reverse split.
  
Brilliant Digital Entertainment, Inc., is a company which, through
its Altnet, Inc., subsidiary, operates a peer-to-peer-based
content distribution network that allows us to securely and
efficiently distribute a content owner's music, video, software
and other digital files to computer users via the Internet.

As of June 30, 2005, Brilliant Digital's balance sheet reflected a
$3,383,000 stockholders' deficit.


BROOKLYN HOSPITAL: Meeting of Creditors Rescheduled to Dec. 7
-------------------------------------------------------------
The U.S. Trustee for Region 2 rescheduled the meeting of The
Brooklyn Hospital Center and its debtor-affiliate's creditors
to 10:00 p.m., on Dec. 7, 2005.  The meeting will be held at
111 Livingston Street, Suite 1102, in Brooklyn, New York.  This
is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and    
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


CENTURY ALUMINUM: Incurs $20.1 Million Net Loss in Third Quarter
----------------------------------------------------------------
Century Aluminum Company (NASDAQ:CENX) reported a $20.1 million
net loss for the third-quarter of 2005.  Reported third-quarter
results were negatively impacted by an after-tax charge of
$36.4 million for mark to market adjustments on forward contracts
that do not qualify for cash flow hedge accounting.

In the second-quarter of 2005, the company changed from the
last-in first-out (LIFO) inventory valuation method to the
first-in first-out (FIFO) method.  Financial statements for
periods prior to second-quarter 2005 have been restated to reflect
this change.  Third-quarter 2005 results benefited from the change
by $3 million after-tax, or $0.09 a share.

In the third-quarter of 2004, the company reported a net loss of
$16 million.  Before restatement, the company reported a net loss
of $16 million, or $0.51 a share, fully diluted, which included an
after-tax charge of $30.6 million, or $0.96 a share, for a loss on
early extinguishment of debt.

Sales in the third-quarter of 2005 were $270.8 million, compared
with $274.3 million in the third-quarter of 2004.  Shipments of
primary aluminum for the quarter totaled 337.3 million pounds
compared with 344.2 million pounds in the year-ago quarter.

Net income for the first nine-months of 2005 was $32.4 million.   
This compares with net income of $8.8 million, in the year-ago
period ($7.0 million).

Sales in the first nine-months of 2005 were $839.5 million
compared with $770.1 million in the same period of 2004.  
Shipments of primary aluminum for the 2005 period were
1.014 billion pounds compared with 971.4 million pounds in the
year-ago period.

Financial results and shipment data for 2004 include Nordural from
April 27, 2004, the date of acquisition.

"Lower operating results in the third-quarter of 2005 compared to
the second-quarter of 2005 are attributable to lower price
realizations, hurricane-related costs, power surcharges at Mt.
Holly and the reduced pot count at Hawesville," said Craig Davis,
chairman and chief executive officer.

"While we are encouraged by the recent strengthening in aluminum
prices, we remain concerned with the current energy environment in
the United States and its impact on the company in the near term."

Century Aluminum Co. owns 615,000 metric tons per year (mtpy) of
primary aluminum capacity.  The company owns and operates a
244,000-mtpy plant at Hawesville, Kentucky, a 170,000-mtpy plant
at Ravenswood, West Virginia, and a 90,000-mtpy plant at
Grundartangi, Iceland.  Century also owns a 49.67-percent interest
in a 222,000-mtpy reduction plant at Mt. Holly, South Carolina.
Alcoa Inc. owns the remainder and is the operating partner.
Century's corporate offices are located in Monterey, California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's $175 million senior unsecured convertible notes due
2024.  

These ratings were affirmed:

   * The Ba3 rating for Century's $100 million senior secured
     revolving credit facility,

   * The B1 rating for Century's $250 million 7.5% senior notes
     due 2014

   * Century's B1 senior implied rating, and

   * Century's B3 senior unsecured issuer rating.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services raised its rating on Century
Aluminum Company's $150 million 1.75% convertible notes due 2024
to 'BB-' from 'B' and removed it from CreditWatch.  At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit rating
on the Monterey, California-based company.


CHASE FUNDING: Moody's Downgrades Class IM-2 Cert.'s Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two
certificates previously issued by Chase Funding Loan Acquisition
Trust, Series 2001-C1.  The securitization is backed by fixed-rate
and adjustable-rate subprime mortgage loans that have multiple
originators.

The two subordinate and mezzanine certificates from the fixed-rate
pool have been downgraded because existing credit enhancement
levels may be low given the current projected losses on the
underlying pools.  The collateral has experienced cumulative
losses of about 2.5% causing gradual erosion of the
overcollateralization.  As of September 25, 2005 there was only
$223,332 of overcollateralization compared to a required floor of
about $455,000.

Chase Manhattan Mortgage Corporation and Wells Fargo Home
Mortgage, Inc. are servicing the transaction.

Moody's complete rating actions are:

Issuer: Chase Funding Loan Acquisition Trust, Series 2001-C1

  Downgrades:

     * Series 2001-C1; Class IM-1, downgraded to A3 from Aa2
     * Series 2001-C1; Class IM-2, downgraded to Ba3 from A2


CHASE MORTGAGE: Fitch Rates $2.6 Mil Certificate Classes at Low-B
-----------------------------------------------------------------
Chase Mortgage Finance Trust mortgage pass-through certificates,
series 2005-S3, are rated by Fitch Ratings:

     -- $738.9 million classes A-1 through A-15, A-P, A-X and A-R
        senior certificates 'AAA';

     -- $13.8 million class M certificates 'AA';

     -- $5.0 million class B-1 certificates 'A';

     -- $2.7 million class B-2 certificates 'BBB';

     -- $1.5 million privately offered class B-3 certificates
        'BB';

     -- $1.1 million privately offered class B-4 certificates 'B';

     -- $1.5 million privately offered class B-5 certificates are
        not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.35%
subordination provided by the 1.80% class M, the 0.65% class B-1,
the 0.35% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.20% privately offered
class B-5 certificate.  Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as well
as bankruptcy, fraud and special hazard losses in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the primary servicing capabilities of
JPMorgan Chase Bank, N.A.

The trust consists of 1,454 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $764,521,120, as of the cut-off date,
Oct. 1, 2005.  The mortgage pool has a weighted average original
loan to value ratio of 68.10% with a weighted average mortgage
rate of 5.943%.  The weighted-average FICO score of the loans is
736.  The average loan balance is $525,805 and the loans are
primarily concentrated in California, New York and Florida.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, see 'Fitch Revises Rating Criteria
in Wake of Predatory Lending Legislation', available on the Fitch
Ratings web site at http://www.fitchratings.com/  

Wachovia Bank, N.A. will serve as trustee.  Chase Mortgage Finance
Corporation, a special purpose corporation, deposited the loans in
the trust which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


CLAIMNET.COM: Balance Sheet Upside-Down by $671,000 at Sept. 30
---------------------------------------------------------------
Claimsnet.com Inc. delivered its quarterly report on Form 10-QSB
for the quarter ending September 30, 2005, to the Securities and
Exchange Commission on October 25, 2005.  

As of September 30, 2005, the Company had a $369,000 working
capital deficit and $671,000 stockholders' deficit.

The Company reported a $48,000 net loss on $329,000 of net
revenues for the quarter ending September 30, 2005.  At
June 30, 2005, the Company's balance sheet shows $354,000 in total
assets and a $1,025,000 in total debts.  

The Company generated revenues of $943,000 for the nine months
ended September 30, 2005, and $731,000 for the nine months ended
September 30, 2004.  The Company have incurred net losses since
inception and had an accumulated deficit of $43,851,000 at
September 30, 2005.  The Company expects to continue to operate at
a loss for the near future.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?292

Headquartered in Dallas, Claimsnet.com Inc. provides Internet-
based, business-to-business software for the healthcare industry,
including distinctive, advanced ASP technology for online
healthcare transaction processing.  


COMBUSTION ENGINEERING: Everest Ends Insurance Dispute for $17.9M
-----------------------------------------------------------------
Combustion Engineering, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for authority to enter into a settlement
agreement and complete policy release with Everest Reinsurance
Company, fka Prudential Reinsurance Company.

The Debtor is a defendant in a large number of asbestos-related
personal injury lawsuits pending in various parts of the United
States.  Approximately 409,000 asbestos-related claims have been
filed against Combustion.

Everest Reinsurance issued eleven excess general liability
insurance policies to the Debtor.  Combustion believes that the
insurer has substantial obligations to pay liability incurred in
connection with the asbestos claims subject to the aggregate
limits of the policies.  Also, the Debtor believes Everest has
potential obligations to the extent there are Asbestos Claims
against it not subject to the aggregate policy limits.

To resolve coverage disputes, the Debtor commenced a lawsuit
against various insurers in the Delaware Bankruptcy Court
[Combustion Engineering, Inc., et al v. Allianz Ins. Co., et al.,
Adv. Proc. No. 03-57275].  The case is pending in the Bankruptcy
Court.

                     Settlement Agreement

To avoid a costly and lengthy litigation, Everest and Combustion
entered into a settlement agreement.  Under the agreement, Everest
will pay $17,900,000 to Combustion.  Also, the Debtor has
designated Everest as a Settling Asbestos Insurance Company.

The Settlement Agreement will be nullified if any of these will
occur, the entry of a final order:

   1) confirming the Debtor's Plan of Reorganization;

   2) declaring that Everest is not a Settling Asbestos Insurance
      Company or omitting Everest from the list of Settling
      Insurance Companies; or

   3) prior to Plan Effective Date, finding that the Settlement
      Agreement is not sufficiently comprehensive to warrant
      treatment under Section 524(g) of the Bankruptcy Code;
   
   4) denying the Settlement Agreement;

   5) converting the chapter 11 reorganization into a chapter 7
      liquidation proceeding; or

   6) dismissing the chapter 11 case before a confirmation order
      is entered.

Headquartered in Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impact.  The ABB Group of companies operates in more than 100
countries and employs about 103,000 people.  Combustion
Engineering filed for chapter 11 protection on Feb. 17, 2003
(Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


COMMERCIAL MORTGAGE: S&P Upgrades Low-B Ratings on 2 Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Commercial Mortgage Acceptance Corp.'s commercial
mortgage pass-through certificates from series 1998-C2.  
Concurrently, the ratings on five other classes from the same
transaction are affirmed.

The rating actions reflect increased credit enhancement levels
that support the raised and affirmed ratings through various
stress scenarios, as well as the seasoning of the loan pool.  

As of Oct. 17, 2005, the trust collateral consisted of 389 loans
with an aggregate outstanding principal balance of $2.1 billion,
down from 512 loans amounting to $2.9 billion at issuance.  The
master servicer, Midland Loan Services Inc., provided mostly
year-end 2004 financial data for 98.2% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average net
cash flow debt service coverage of 1.47x, up from 1.40x at
issuance.  The DSC figures exclude 12 defeased loans and nine
credit tenant lease loans.  To date, the trust has incurred 17
losses amounting to $37.7 million.

The top 10 exposures in the pool, excluding defeased loans, have
an aggregate outstanding balance of $577 million and a weighted
average DSC of 1.58x, up from 1.39x at issuance.  The        
third-largest exposure consists of two loans that are        
cross-collateralized and cross-defaulted, one of which is on the
master servicer's watchlist.  Similarly, the sixth-largest
exposure consists of two cross-collateralized loans, one of which
is one the watchlist.

The seventh-largest exposure is also on the watchlist, and the
ninth-largest exposure is in special servicing.  As part of its
surveillance review, Standard & Poor's reviewed recent property
inspections provided by Midland for the properties securing the
top 10 exposures, and all were characterized as "excellent" or
"good."

Seven delinquent assets with an aggregate balance of $44.2 million
are currently with the special servicer, also Midland.  The  
ninth-largest exposure has a $24.6 million outstanding loan
balance, as well as servicer advances of $1.1 million.  This loan
is secured by a 423,000-sq.-ft. multi-use property in Hatboro,
Pennsylvania, which is more than 90 days delinquent.

In addition, this loan has been with the special servicer since
May 2001 because a tenant that occupied 48.0% of the space filed
for bankruptcy and vacated the property.  This property is
expected to become REO in the near future, as negotiations with a
prospective tenant for much of the space ended unsuccessfully.  
Standard & Poor's anticipates a significant loss upon the eventual
liquidation of this asset.

Another specially serviced loan is 60-plus days delinquent and is
secured by a 277-unit multifamily property in Dallas, Texas, with
a $7.7 million outstanding balance.  This property was recently
appraised for an amount in excess of the loan balance, and the
loan is expected to be paid off in full in the near future.

None of the other five delinquent assets have balances in excess
of $3 million.  While a significant loss is expected upon the
liquidation of a lodging property in Branson, Missouri, minimal
losses, if any, are expected upon the eventual resolution of
another multifamily property in Dallas, Texas, and an office
property in Park City, Utah.

A retail property in Greenwood, South Carolina, anchored by a
Winn-Dixie store was transferred to the special servicer this
month because Winn-Dixie Inc. rejected its lease and the loan is
now 30-plus days delinquent.  A multifamily property in Terrytown,
La., is also 30-plus days delinquent and was damaged by Hurricane
Katrina.  Due to their recent transfer to special servicing,
limited information is available on these two loans.

There is one other loan with the special servicer that is current
in its debt service payments.  This loan has a $7.8 million
outstanding balance and is secured by a 200,000-sq.-ft. retail
property in Durham, North Carolina.  This loan was transferred to
special servicing in July 2005 and is expected to be paid off
in the near future with no loss to the trust.

Eighty-five loans with an outstanding balance of $353.5 million
are on Midland's watchlist, including three of the top 10
exposures.  The third-largest exposure consists of two multifamily
loans that are cross-collateralized and cross-defaulted and which
generated a DSC of 0.85x in 2004.  One of these loans is secured
by a 266-unit multifamily property in Sammamish, Washington, that
has an outstanding balance of $17.2 million.  This loan is on the
watchlist because it reported a 2004 DSC of 0.36x, down from 1.26x
at issuance.

The sixth-largest exposure consists of two retail loans that are
cross-collateralized and cross-defaulted and which generated
a DSC of 1.26x in 2004.  One of these loans is secured by a
245,000-sq.-ft. property in Lafayette, Indiana, that has an
outstanding balance of $14.1 million.  This loan is on the
watchlist because it reported a 2004 DSC of 1.07x, down from
1.21x at issuance.

The seventh-largest exposure consists of a $27.6 million loan
secured by a 257,000-sq.-ft. office building in Edison, New
Jersey.  This loan is on the watchlist due to occupancy issues;
the property was 76.0% occupied in 2004, down from 98.0% at
issuance.  However, the loan reported a 1.24x DSC in 2004, and the
borrower is in the process of upgrading the vacant space.  Most of
the remaining loans on the watchlist have occupancy or DSC issues.

Standard & Poor's stressed the loans with the special servicer,
loans on the watchlist, and other loans with credit issues as part
of its analysis.  The resultant credit enhancement levels support
the raised and affirmed ratings.
   
                         Ratings Raised
   
              Commercial Mortgage Acceptance Corp.
     Commercial Mortgage Pass-Through Certs Series 1998-C2
     
                   Rating
          Class   To    From     Credit Enhancement (%)
          -----   --    ----     ----------------------
          D       AAA   A+                         16.3
          E       AAA   A-                         14.2
          F       A-    BB+                         8.3
          G       BBB+  BB                          7.2
   
                       Ratings Affirmed
   
              Commercial Mortgage Acceptance Corp.
     Commercial Mortgage Pass-Through Certs Series 1998-C2
   
           Class    Rating     Credit Enhancement (%)
           -----    ------     ----------------------
           A-2      AAA                          39.9
           A-3      AAA                          39.9
           B        AAA                          33.0
           C        AAA                          24.6
           X        AAA                           N/A
   
                   N/A - Not applicable.


CONMED CORP: Earns $7.9 Million of Net Income in Third Quarter
--------------------------------------------------------------
CONMED Corporation (Nasdaq: CNMD) reported financial results for
the third quarter and nine months ended September 30, 2005.

Sales for the 2005 third quarter increased 13.4% to $150 million
compared to $132.3 million in the third quarter of 2004.  The
Endoscopic Technologies product line acquired from C.R. Bard in
September 2004 contributed $15.2 million to the $150 million in
total sales for the quarter.  Net income was $7.9 million in the
quarter an increase from the $1.7 million recorded in the third
quarter last year.

Mr. Joseph J. Corasanti, President and Chief Operating Officer,
noted, "We are pleased to see that the Endoscopic Technologies
product line, acquired last year, continues to contribute to our
top line and to gross margin improvements.  Also, our
international sales growth has met our expectations for the third
quarter as well as for the nine months of 2005.  However, our
domestic sales growth in the third quarter was less than we had
anticipated and less than the preceding seven quarters."

He added, "Typically we see a seasonally reduced amount of
business in the third quarter because patients and surgeons tend
to postpone surgeries from the summer vacation time to other times
of the year.  This year the trend was even more pronounced.  We
believe that economic conditions in the United States, hurricanes
in the southeast region of the United States, and reduced consumer
confidence in general have caused a slowing in elective surgery
procedures.  Further, hospitals and surgery centers seem to be
taking longer to reach buying decisions on capital equipment.  We
believe that the factors behind the slowdown in elective surgeries
and longer equipment buying cycles will be short-lived and that we
will return to normal domestic sales growth rates in 2006."

On a pro forma basis, excluding transition charges related to an
acquisition and other unusual charges, non-GAAP net income for the
2005 third quarter was $9.6 million compared to $11.5 million or
$0.38 per diluted share in the comparable third quarter of 2004.

For the nine months ended September 30, 2005, sales increased
16.8% to $464.1 million with net income of $29.2 million and
diluted earnings per share of $0.98.  This compares to the nine
months ended September 30, 2004 with sales of $397.2 million, net
income of $26.0 million and diluted earnings per share of $0.86.
On a pro forma basis, excluding transition and other unusual
charges, 2005 nine-month non-GAAP net income and diluted earnings
per share were $36.5 million and $1.22, respectively.  These
compare to 2004 nine-month non-GAAP net income and diluted
earnings per share of $35.8 million and $1.18, respectively.

As previously disclosed, while year-to-date sales are generally
meeting the Company's objectives, third quarter 2005 sales were
below original expectations of $153 to $156 million, primarily due
to lower-than-anticipated elective surgeries in the United States.   
Anecdotal information suggests that elective surgeries in many
regions of the United States may have been particularly low in the
summer of 2005.  In the third quarter, sales of capital equipment
appear to have also slowed as hospital customers appear to be
taking longer to conclude the buying process.

Outside the United States, the Company's rate of sales growth
compared favorably to expectations, up 11%, year over year for the
third quarter.  This excludes the effects of the Endoscopic
Technologies acquisition, which was acquired on Sept. 30, 2004.
The effects of foreign exchange translation changes in the
third quarter of 2005 were a benefit to sales in the amount of
$0.9 million.

CONMED's gross margin, excluding Endoscopic Technologies
acquisition transition charges associated with moving
manufacturing from C.R. Bard facilities to our own plants, has
improved during 2005 to 52.7% and 51.9%, respectively, for the
nine months and three months ended September 30, 2005.  In 2004
the comparable gross margin percentages were 52.0% for the nine
month and 51.0% for the three-month periods.  The improving gross
margin is a result of the inclusion in the Company's sales base of
the Endoscopic Technologies product line, with gross margins that
are higher than the Company's overall average.  The positive
impact of the gross margin was partly offset by the rising cost of
petroleum-based plastic raw materials and transportation costs.

The Company's selling and administrative costs have increased
during the first nine months of 2005 as a result of the inclusion
of the Endoscopic Technologies product line acquisition.   
Additionally, administrative costs for year-to-date and the third
quarter 2005 were affected by increased litigation expenses
associated with antitrust litigation initiated against a
competitor.  The Company expects these litigation expenses will
increase in the fourth quarter of 2005 when we respond to the
motion for summary judgment filed, as expected, on Oct. 21, 2005.

                             Outlook

The Company anticipates that slower-growing surgical procedure
trends and the longer closing process for capital equipment
purchases experienced in the third quarter of 2005 will continue
throughout the remainder of the year.  Therefore, management
projects limited fourth quarter domestic sales growth,
supplemented by solid international sales improvement of
approximately 11%.  This growth mix, as well as higher
petroleum-based plastic raw materials and litigation costs, are
expected to result in estimated sales of $163 to $166 million.

In 2006, CONMED believes that a number of factors will have a
positive effect on the Company's sales growth rate, including the
anticipated new product pipeline, improved salesforce performance
and return to normal elective procedure rates.  With these
underlying factors, the Company expects to achieve top-line
organic growth of approximately 6% for 2006 over 2005, an
improvement from the expected 4% organic growth in 2005.  It is
the Company's intention to provide net income and earnings per
share guidance for 2006 when the results for the fourth quarter of
2005 are announced.

Conmed Corp. -- http://www.conmed.com/-- is a medical technology   
company with an emphasis on surgical devices and equipment for
minimally invasive procedures and monitoring.  The Company's
products serve the clinical areas of arthroscopy, powered surgical
instruments, electrosurgery, cardiac monitoring disposables,
endosurgery and endoscopic technologies.  They are used by
surgeons and physicians in a variety of specialties including
orthopedics, general surgery, gynecology, neurosurgery, and
gastroenterology.  Headquartered in Utica, New York, the Company's
2,800 employees distribute its products worldwide from eleven
manufacturing locations.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a rating of B2 for ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024.  Moody's also affirmed ConMed's existing ratings.  The
ratings outlook remains stable.

Moody's took these rating actions:

     (i) assign a B2 rating on ConMed's $150 million senior
         subordinated convertible notes, due 2024

    (ii) affirm the Ba3 rating on ConMed's $240 million guaranteed
         senior secured credit facility consisting of a
         $100 million revolving credit facility, due 2007, and a
         $140 million Term Loan B, due in 2009;

   (iii) affirm ConMed's Senior Implied Rating of Ba3;

    (iv) affirm ConMed's Senior Unsecured (non-guaranteed
         exposure) Issuer Rating of B1; and

     (v) affirm a stable ratings outlook.


CORNING INC: Earns $203 Million of Net Income in Third Quarter
--------------------------------------------------------------
Corning Incorporated (NYSE: GLW) reported third-quarter sales of
$1.188 billion and net income of $203 million.  Net income
includes special charges of $202 million.

Wendell P. Weeks, president and chief executive officer, said,  
"We are very pleased with Corning's overall performance in the
third quarter.  We experienced excellent sales growth, improved
gross margins and strong equity earnings."

Corning's third-quarter net income was reduced by $202 million, as
a result of these charges:

   * net restructuring charges of $28 million (pretax and
     after-tax) related to previously announced cost-reduction
     plans in the Telecommunications segment;

   * a $68 million pretax and after-tax charge to reflect the
     increase in market value of Corning common stock to be
     contributed  to settle the asbestos litigation related to
     Pittsburgh Corning Corporation;

   * a previously announced reduction in equity earnings of
     $106 million reflecting Corning's share of impairment and
     other charges taken by Samsung Corning Co., Ltd., a Korean  
     manufacturer  of glass panels and funnels for cathode ray
     tube (CRT) television and computer monitors.

                 Third-Quarter Operating Results

Corning's third-quarter sales of $1.188 billion increased 18% over
last year's third-quarter sales of $1.006 billion and 4% over the
previous quarter's sales of $1.141 billion.  Third-quarter gross
margins for the company improved to 46 percent versus 42 percent
for the previous quarter.

Equity earnings for the third quarter were $74 million and include
the $106 million charge at Samsung Corning.  Without this charge,
Corning's third-quarter equity earnings improved sequentially,
reflecting strong performance by Samsung Corning Precision Glass
Co., Ltd. (SCP), offset by slightly lower results at Dow
Corning Corporation.

Corning's third-quarter net income benefited from a $14 million
tax adjustment resulting from the conclusion of the IRS audit of
the company's 2001 and 2002 tax returns and from an overall lower
effective tax rate.  James B. Flaws, vice chairman and chief
financial officer, said, "Lower taxes added $0.02 to our EPS in
the quarter.  However, even without this benefit, our results
exceeded the top of our guidance range by $0.02 per share."

Third-quarter sales for Corning's Display Technologies segment
were $489 million, an 18-percent increase over the previous
quarter's sales of $415 million and a 66-percent increase from
sales of $295 million in the third quarter of 2004.  Liquid
crystal display (LCD) glass volume increased 22 percent over
second-quarter 2005 volume and 73 percent over third-quarter 2004
volume.  Pricing for the quarter was flat sequentially, while
exchange rates in the quarter had a 4-percent negative impact on
sales versus the second quarter.

Samsung Corning Precision, a 50-percent owned equity venture in
Korea which manufactures LCD glass substrates, increased its
volume by 22% sequentially.  Equity earnings from SCP were up
about 35% in the third quarter to $114 million versus $85 million
in the second quarter.  Second-quarter equity earnings at SCP had
been negatively impacted by a number of nonrecurring items.

Net income for the Display Technologies segment, which includes
results of Corning's wholly owned business and equity earnings
from SCP, grew 49 percent from $243 million in the second quarter
to $363 million in the third quarter.  These results reflect
strong operating performance and the lower tax rate in the
quarter.

Telecommunications segment sales declined 4 percent sequentially
to $398 million versus $415 in the second quarter of this year.   
The sales decline was due primarily to lower fiber-to-the-premises  
(FTTP) hardware and equipment sales.  The segment experienced
higher-than-anticipated optical fiber volume for the quarter, but
this was more than offset by lower hardware and equipment sales.
The Telecommunications segment recorded a net loss of $30 million
compared to a net loss of $13 million in the second quarter.  The
increased loss in the third quarter was primarily the result of
the $28 million restructuring charge.

In the third quarter, Environmental Technologies segment sales
were $144 million compared to $146 million in the second quarter.  
The Life Sciences segment had third-quarter sales of $70 million
compared to second-quarter sales of $75 million.

                   Cash Flow/Liquidity Update

Corning finished the quarter with $2.4 billion in cash and
short-term investments, a $300 million improvement over the
second-quarter balance of $2.1 billion.  The increase was the
result of strong operating cash flow, which included the receipt
of $144 million in net customer deposits in the Display
Technologies segment.

                     Fourth-Quarter Outlook

Corning expects fourth-quarter sales to be in the range of
$1.18 billion to $1.24 billion.  Gross margin for the fourth
quarter is expected to be in the range of 43% to 45%.  Corning
expects that the fourth-quarter tax rate will be in the 20 percent
to 25 percent range.

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service has upgraded the long-term debt rating
of Corning Incorporated.  The rating action reflects the company's
improving profitability, meaningful debt reduction efforts, and
strong liquidity position.  The rating outlook is stable.

Ratings upgraded with a stable outlook:

Corning Incorporated

   * senior unsecured notes, debentures, and IRBs to Baa3 from
     Ba2;

   * senior unsecured securities to (P)Baa3 from (P)Ba2; and

   * preferred stock to (P)Ba2 from (P)B1 issued pursuant to its
     415 universal shelf registration.

Corning Finance B.V.

   * senior, unsecured securities issued pursuant to its 415
     universal shelf registration to (P)Baa3 from (P)Ba2,
     guaranteed by Corning.

Ratings withdrawn:

Corning Incorporated

   * Ba2 for the corporate family rating; Not Prime short-term
     debt rating, and SGL-1 for the Speculative Grade Liquidity
     Rating.


COVAD COMMS: Sept. 30 Balance Sheet Upside-Down by $3.7 Million
---------------------------------------------------------------
Covad Communications Group, Inc. (AMEX:DVW) reported revenue for
the third quarter of 2005 of $112.1 million, an increase of 2%
from the $109.7 million reported for the second quarter of 2005
and an increase of 6% from the $105.7 million reported in the
third quarter of 2004.

Covad ended the third quarter of 2005 with approximately 578,400
broadband lines in service, an increase of 24,000 lines from the
second quarter of 2005.  Covad ended the third quarter of 2005
with 1,035 VoIP business customers using approximately 36,100
stations, representing a 21% increase in VoIP station count from
June 30, 2005.

Covad reported a net loss of $15.8 million, for the third quarter
of 2005 as compared to a net loss of $16.4 million for the second
quarter of 2005 and a net loss of $13.8 million in the third
quarter of 2004.

Loss from operations for the third quarter of 2005 was
$28.0 million compared to $25.6 million for the second quarter
of 2005 and $15.3 million in the third quarter of 2004.

Cash, cash equivalents and short-term investment balances,
including restricted cash and investments, decreased by
$14.9 million to $116.1 million in the third quarter of 2005
compared to a balance of $131.0 million at the end of the second
quarter of 2005.  Covad's total cash balance as of Sept. 30, 2005,
includes proceeds from the sale of the remainder of the Company's
ownership in ACCA Networks Co. Ltd., a Japanese broadband
provider, offset by the usage of funds received from Earthlink to
support it's Line-Powered Voice Access trial, expenditures to
provision new customers from the AOL broadband trial, and a semi-
annual interest payment on our convertible debentures.

"The third quarter marks the first time that Covad has generated
more than $100 million in total subscription revenue, and is proof
of the momentum Covad is building toward our goals of being EBITDA
positive by mid-year 2006 and cash-flow positive by year-end
2006," said Charles Hoffman, Covad president and chief executive
officer.  "We are taking more control of our destiny by increasing
Covad VoIP stations by 21 percent in the quarter, selling more
margin-rich business services, and through our planned acquisition
of wireless broadband provider NextWeb, which will jump start our
entry into the wireless broadband market."

"Our third quarter EBITDA was slightly better than our guidance
for the quarter and cash and revenues were well within guidance,"
said John Trewin, Covad senior vice president and chief financial
officer.

                       Business Outlook

Covad expects total net revenues for the fourth quarter of 2005 to
be in the range of $112 to $116 million.  Total subscription
revenue is expected to be in the range of $100.5 to $104 million.
Broadband and VoIP subscription revenue is expected to be in the
range of $96.5 to $99.5 million.  Covad expects its net loss to be
in the range of $23 to $26 million, and EBITDA loss in the range
of $9 to $11 million.  Included in our EBITDA guidance is
approximately $2.3 million of severance costs.  Net change in
cash, cash equivalents and short-term investments, including
restricted cash and investments, in the fourth quarter of 2005 is
expected to be in the range of negative $16 to $20 million, which
includes the payment of approximately $2.5 million of severance
costs and related accrued vacation pay.

The guidance does not reflect the Company's pending acquisition of
NextWeb, which the Company expects to be consummated later this
quarter.

Covad Communications Group, Inc. -- http://www.covad.com/--  
provider of broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in
44 states and 235 Metropolitan Statistical Areas and can be
purchased by more than 57 million homes and businesses, which
represent over 50 percent of all US homes and businesses.

At Sept. 30, 2005, Covad Communications Group, Inc.'s balance
sheet showed a stockholders' deficit of $3,746,000 compared to a
positive equity of $25,713,000 at June 30, 2005.


CROWN HOLDINGS: S&P Rates Proposed $1.1 Bil Sr. Unsec. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Crown Holdings Inc.  The outlook is stable.

At the same time, Standard & Poor's lowered its senior secured
debt rating on EUR460 million of first-priority senior secured
notes due 2011 issued by wholly owned subsidiary Crown European
Holdings S.A. to 'BB-' from 'BB'.

The recovery rating on these notes was lowered to '2' from '1',
now indicating expectations for substantial, not full, recovery in
the event of a payment default.

The downgrade and the change in the recovery rating reflect the
significant increase in senior secured debt that results from the
group's proposed bank credit facilities.  Failure to complete the
refinancing as currently contemplated could lead to a reassessment
of the recovery prospects for senior secured creditors.
     
Standard & Poor's assigned its 'B' rating to the proposed      
$500 million of senior unsecured notes due 2013 and $600 million
of senior unsecured notes due 2015 to be issued by Crown Americas
LLC and Crown Americas Capital Corp., wholly owned subsidiaries of
Crown Holdings.

In addition, based on preliminary terms and conditions, Standard &
Poor's assigned its 'BB-' rating and a recovery rating of '2' to
Crown's proposed $1.3 billion senior secured credit facilities.  
These ratings indicate Standard & Poor's assessment that bank
lenders and senior secured noteholders will receive substantial
recovery in a payment default.  If the company exercises its
option to increase the credit facility by $500 million, ratings
and recovery prospects will be reevaluated.

Proceeds from the new notes and the new credit facility, together
with proceeds from the recent sale of the company's plastic
closures business, will be used to refinance existing bank debt
and high-coupon junior debt, make additional pension
contributions, and pay tender premiums and other       
transaction-related expenses.  Ratings on the debt that is being
refinanced will be withdrawn upon completion of the refinancing.

"If completed as currently contemplated, the refinancing will
result in significantly lower interest expense, reduced pension
obligations, and a smoother debt maturity schedule," said Standard
& Poor's credit analyst Cynthia Werneth.  "In addition, the
financial profile should continue to strengthen through good
operating performance, cash generation, and debt reduction."

The ratings continue to reflect Crown's satisfactory business risk
profile, characterized by market leadership, global operations,
and relative earnings stability.  Nevertheless, the financial
profile remains aggressive, and the company continues to face
risks associated with asbestos litigation.

With annual sales of more than $7 billion, Philadelphia,
Pennsylvania-based Crown is primarily a metal container
manufacturer.  The company benefits from a broad geographic
presence, a well-diversified customer base, and leading market
positions in food, beverage, and aerosol cans.


DATATEC SYSTEMS: Court Confirms 2nd Amended Liquidating Plan
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S Bankruptcy Court for the
District of Delaware confirmed Datatec Systems, Inc., and its
debtor-affiliates' Second Amended Joint Plan of Liquidation on
October 21, 2005.  

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

The confirmed Plan provides for the establishment of the Datatec
Trust into which the Debtor's remaining assets will be transferred
on the plan's effective date.  The Recovery Group, Inc., will
implement the provisions of the Datatec Trust and the Plan as
Trustee.

In addition, the Official Committee of Unsecured Creditors will be
reconstituted as the Post-Confirmation Committee on the effective
date.  The new committee will be composed of:

    -- Ace Electric, Inc;
    -- Nextgen Fibre Optics;
    -- American Express;
    -- Sunrise Square, LLC; and
    -- Anixter Inc.
  
The Post-Confirmation Committee will have the power to monitor and
direct the actions of the Datatec Trustee as well as the Debtors'
liquidation process.

The Debtors' chapter 11 cases have been substantively consolidated
and all claims will be satisfied from the assets of a single
consolidated entity.

                         Plan Funding

Payments due under the Plan will be funded from the Debtors' cash,
from proceeds of the liquidation of their assets and from the
proceeds of the settlement with Eagle Acquisition Partners, Inc.

As reported in the Troubled Company Reporter on Aug. 24, 2005, the
settlement resolves the objections raised by the Committee against
the sale of substantially all of the Debtors' assets to Eagle.
Eagle assigned the Debtors' assets to its subsidiary, Technology
Infrastructure Solutions, Inc., on March 1, 2005.      

The Datatec Trust will receive four annual fixed payments from
Technology Infrastructure on:

      Payment Date                   Amount
      ------------                   ------
      December 31, 2005             $500,000
      December 31, 2006              300,000
      December 31, 2007              400,000
      December 31, 2008              450,000   

Other sums due to the Datatec Trust under the settlement agreement
include:

   a) annual contingent payments, commencing on March 31, 2006,
      and ending on March 31, 2009, equal to 20% of Technology's    
      excess cash flow; and

   b) a 20% share on the cash recoveries, less legal costs, from a
      lawsuit filed by the Debtors against Home Depot.  The
      Debtors assigned their contingent claims on the lawsuit
      pursuant to the asset sale.

Total payments made under the settlement agreement should not
exceed the agreed $3.5 million payment cap.
      
            Distributions to Unsecured Claim Holders

The class of unsecured claims, totaling approximately
$7.3 million, is the only impaired class allowed to vote on
the Plan.

The unsecured claim holders will not be paid in full, and will
instead receive a pro-rata share of the Estate cash after all
administrative and priority claims are paid.

Holders of unsecured claims are also eligible to receive a
pro-rated share of the Eagle settlement, after distributions are
made to allowed priority claimants, if they elect to sign an
optional release provided under the Eagle settlement.

The Bankruptcy Court approved the optional release provision of
the Plan enjoining consenting unsecured claim holders from
pursuing any causes of action against Eagle.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale    
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DATATEC SYSTEMS: TIS Challenges Ownership of Insurance Proceeds
---------------------------------------------------------------
Technology Infrastructure Solutions, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to compel Datatec
Systems, Inc., and its debtor-affiliates to turn over all proceeds
the Debtors received from the cancellation of their insurance
policies.

The disputed insurance refunds, totaling approximately $248,430,
come from the cancellation, on March 9, 2005, of these insurance
policies:

    a) package insurance from St. Paul;
    b) automobile insurance from Crum & Forster;
    c) crime insurance from Hartford Fire Insurance Co.; and
    d) workers compensation insurance form AIG.

After canceling the insurance policies, the Debtors instructed
their insurance agent, Marsh USA Inc., to issue the refunds to
Datatec Systems, Inc.

Technology Infrastructure, a subsidiary of Eagle Acquisition
Partners, Inc., and assignee of all assets purchased by Eagle from
the Debtors, contends that it owns all rights over refunds of
unearned insurance premiums corresponding to the Debtors'
insurance.

According to Technology Infrastructure, the asset purchase
agreement with the Debtors specifically includes all of the
Debtors' goodwill and other intangible assets associated with
their businesses.  

Technology Infrastructure explains that the insurance refunds are
classified as "other intangible assets." Thus, Technology
Infrastructure says that the Debtors' refusal to instruct Marsh
USA Inc. to pay the full amount of the refund to them is a breach
of the asset purchase agreement.

                         Debtors Respond

The Debtors refutes Technology Infrastructure's claim saying that
the refund is not an operating asset subject to the asset purchase
agreement.

Bonnie G. Fatell, Esq., at Blank Rome LLP, tells the Bankruptcy
Court that only these categories of asset were included in the
sale:

    a) a general category of assets owned and used in the conduct
       of business; and

    b) a set of specifically included assets.

Mr. Fatell says that the insurance refunds can neither be
classified under these classes.  Mr. Fatell adds that goodwill and
other intangible assets, from a general business standpoint, would
commonly be limited to items such as trademarks, trade names and
little else.

The Debtors claim that Technology Infrastructure is seeking an
unjust windfall.  They maintain that the insurance refund is
property of the estate and should rightly go to the payment of its
creditors.  

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale    
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DAY INTERNATIONAL: Moody's Rates New $140 Million Term Loan at B2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the proposed senior
secured credit facilities of Day International Group, Inc. and
raised the rating of its existing senior exchangeable preferred
stock.  Concurrently, Moody's affirmed other ratings and revised
the ratings outlook to stable from negative.  These actions
acknowledge:

   * Day International's continued leadership position in its
     principal market segments;

   * consistent performance;

   * the successful integration of the NDI acquisition; and

   * its continued ability to pass on cost increases relating to
     raw materials to its customers.

Moody's took these rating actions:

   -- Assigned B1 rating to the proposed $275 million first lien
      credit facilities consisting of a $25 million revolver due
      2011, and a $250 million term B loan due 2012;

   -- assigned B2 rating to the proposed $140 million second lien
      term loan due 2013;

   -- affirmed Caa1 rating on the $114.9 million issue of 9.5%
      guaranteed senior subordinated notes, Series B, due 2005;

   -- raised to Caa1 from Caa3 the existing $62.6 million 12.25%
      senior exchangeable preference stock due 2010;

   -- affirmed the B1 Corporate Family Rating; and

   -- changed the ratings outlook to stable from negative.

The ratings are contingent upon the receipt of executed
documentation in form and substance acceptable to Moody's.

Proceeds from the proposed first and second lien term facility are
intended to recapitalize the company and to pay related fees and
expenses.  The Caa1 rating for the existing senior subordinated
notes will be withdrawn upon tender of the notes.  The ratings of
the existing bank facility have been prospectively withdrawn.

The ratings are constrained by the company's high financial
leverage (inclusive of preferred stock, as adjusted) at 141% of
book capitalization, a high multiple of debt plus preferred to
revenues of 1.2 times and intangibles at about 47% of total
assets, all on a pro forma basis as of June 30, 2005.  The ratings
also reflect the high percentage of sales and tangible assets in
non-guarantor subsidiaries.

Other constraints include heavy reliance for continued cash
generation on a mature industry along with the potential for
disruption to the company's cash flow generating capability if
ongoing growth in digital technologies begins to offer effective
competition to offset printing in the high-speed, long-run segment
of the industry.  There are also potential execution and other
risks relating to investment in certain faster growing segments of
the printing industry as well as exposure to the consolidating
textile industry.

The affirmation of the Corporate Family Rating and change in
outlook from negative to stable reflect:

   * the company's continued leadership position and global market
     share in consumable image transfer and textile products;

   * improved free cash-flow generation; and

   * the successful integration of the NDI sales and distribution
     system.

The company has historically been able to pass on increases in the
price of raw materials, consisting primarily of rubber polymers,
fabrics and petroleum distillates, and, given the relatively small
portion of total printing costs represented by consumables, timely
pass throughs are expected to continue.  In addition, Moody's
believes that the proposed refinancing will lead to a more
sustainable capital structure and help improve both interest
coverage metrics and profitability.

Going forward, Moody's anticipates that the company will be able
to sustain or improve its free cash flow (defined as cash from
operations less capital expenditures) to adjusted debt ratios and
move toward debt reduction.  Meaningful steps in this area could
result in further improvements in the rating outlook.  Declining
cash flow metrics, significant acquisitions or lack of progress
toward improved total leverage metrics could put negative pressure
on the ratings.

The B1 ratings on the proposed $25 million revolver due 2011 and
$250 million senior secured Term Loan B due 2012 reflect the
benefits and limitations of the guarantee and security package.
The borrower is the holding company, Day International Group,
Inc., and the facility is guaranteed by the US operating
subsidiaries.  The security consists of a first priority lien on
all existing and future domestic assets as well as by the pledge
of 65% of the stock of the foreign subsidiaries.  The limited
amount of domestic tangible assets and the significant proportion
of foreign assets and sales limit the amount of collateral
available to the lenders of the holding company in a distressed
scenario.

The B2 rating on the proposed $140 million senior secured second
lien term loan, due 2013, reflects the subordination to the prior
claim on assets from the first lien debt of the borrower and the
senior debt of the foreign subsidiaries.  The rating also
incorporates the limited asset coverage from the guarantor assets
in a distressed scenario.  The loan will be guaranteed by all U.S.
operating subsidiaries and secured by the assets of the company
and the guarantors as well as 65% of the capital stock of each
foreign subsidiary.  Financial covenants will be set at levels
where they are unlikely to trigger a cross-default scenario with
respect to the first lien Term Loan B.

Day International Group, Inc., with 2004 revenues of $363 million,
is based in Dayton, Ohio and produces precision-engineered
products, specializing in the design and customization of
consumable image-transfer products for the printing industry and
consumable fiber handling products for the yarn segment of the
textile industry.  The company is privately held by affiliates of:

   * GSC Partners (74%),
   * SG Capital Partners (13.8%), and
   * management (12.2%).


DELPHI CORP: Gets Final Court Nod on $4.5 Billion DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, Delphi Corp.'s (OTC: DPHIQ) $2 billion
debtor-in-possession financing.  The senior secured DIP facility
is provided by JPMorgan Chase and Citigroup Global Markets Inc.  

The Court also approved an adequate protection package for the
Company's $2.5 billion prepetition secured revolver and term loan
facilities.  The final financing package includes provisions that
the Court determined also adequately protect customers and
suppliers with allowable set-off and recoupment claims and permits
them to continue ordinary course business relationships with
Delphi.

On Oct. 11, 2005, the Court granted interim approval of
$950 million of the DIP financing and an interim adequate
protection package for the $2.5 billion prepetition facilities
pending a final hearing which was held today.

"We are pleased with the Court's final approval of our financing
package, which is a significant milestone in our restructuring,"
said Robert S. "Steve" Miller, Chairman and Chief Executive
Officer of Delphi.  "The proceeds of the DIP financing together
with cash generated from daily operations and cash on hand will be
used to fund postpetition operating expenses and other payments
authorized by the Bankruptcy Court, including supplier obligations
and employee wages, salaries and benefits."

Mr. Miller added, "We are gratified by the support we have
received from our lenders and the confidence they have displayed
in Delphi by providing this DIP financing and consenting to the
adequate protection packages for our prepetition lenders,
customers and suppliers to be put in place.  We are also grateful
to our customers and suppliers for their loyalty during our
restructuring.  Since the chapter 11 filing, our business has
continued to operate well -- without a single disruption in supply
to our global customers.  These achievements are due, in large
part, to the support we have received from our suppliers,
customers and plant workers."

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of    
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DT INDUSTRIES: Panel Selects Greenwald as DT Creditor Trustee
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in DT
Industries, Inc., and its debtor-affiliates' chapter 11 cases has
selected Robert M. Greenwald of SS&G Financial Services, Inc., to
serve as the DT Creditor Trustee under the First Amended Joint
Plan of Liquidation.

As previously reported in the Troubled Company Reporter on
Sept. 1, 2005, a Creditor Trust will be established to prosecute
and recover preferences and fraudulent conveyances.  Sean D.
Malloy, Esq., at McDonald Hopkins Co., LPA, in Cleveland, Ohio,
says that as the appointed Creditor Trustee, his duties will
consist of those rights granted to him under the Plan.

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


EASTGROUP PROPERTIES: Reports Operational Results for 3rd Quarter
-----------------------------------------------------------------
EastGroup Properties, Inc. (NYSE-EGP), reported the results of its
operations for the three and nine months ended Sept. 30, 2005.

For the quarter ended September 30, 2005, funds from operations
(FFO) available to common stockholders was $.67 per share compared
with $.64 per share for the same period of 2004, an increase of
4.7%.  The increase in FFO for the third quarter was primarily due
to higher property net operating income (PNOI) of $1,910,000 (a
9.2% increase).  This increase in PNOI resulted from  $1,117,000
attributable to 2004 and 2005 acquisitions, 4596,000 from newly
developed properties and $197,000 from same property growth.

For the nine months ended September 30, 2005, FFO was $1.96 per
share compared with $1.84 per share for the same period last year,
an increase of 6.5%.  The increase in FFO for 2005 was primarily
due to higher PNOI of $6,319,000 (a 10.4% increase).  The increase
in PNOI resulted from $3,486,000 attributable to 2004 and 2005
acquisitions, $1,533,000 from newly developed properties and
$1,300,000 from same property growth.

PNOI from same properties increased 1% for the quarter, and,
before straight-line rent adjustments, the increase was 4.0%.
Rental rate increases on new and renewal leases averaged 1.5% for
the quarter.  Before straight-line rent adjustments, rental rate
decreases on new and renewal leases averaged 5.9%.

For the nine months ended September 30, 2005, PNOI from same
properties increased 2.2%.  Before straight-line rent adjustments,
the increase was 5.2%.  Rental rate increases on new and renewal
leases averaged 2.2% for the nine months.  Before straight-line
rent adjustments, rental rate decreases on new and renewal leases
averaged 4.1%.

David H. Hoster II, President and CEO, stated, "We are pleased
with our continuing growth in FFO per share with the third quarter
representing our fifth consecutive quarter of increased FFO as
compared to the previous year's quarter. It was the ninth
consecutive quarter of positive same property operations for
results both with and without the straight-lining of rents.

"In addition, we finished the quarter with an occupancy of
93.6%-an increase of 1.8% over our June 30 occupancy of 91.8%.  
This was the highest occupancy we have achieved in over four
years."

                            Dividends

EastGroup paid dividends of $.485 per share of common stock in the
third quarter of 2005, which was the 103rd consecutive quarterly
distribution to EastGroup's common stockholders.  The annualized
dividend rate of $1.94 per share yields 4.7% on the closing stock
price of $41.42 on October 21, 2005.

EastGroup also paid quarterly dividends of $.4969 per share on its
Series D Preferred Stock on October 15, 2005, to stockholders of
record as of September 30, 2005.

                    Strong Financial Position

EastGroup's balance sheet continues to be strong and flexible with
debt-to-total market capitalization of 29.6% at Sept. 30, 2005.  
For the quarter, the Company had an interest coverage ratio of
3.7x and a fixed charge coverage ratio of 3.3x.  Total debt at
September 30, 2005 was $419.1 million with floating rate bank debt
comprising $113.7 million of that total.

On September 2, 2005, the Company signed an application on a
$39 million, nonrecourse first mortgage loan secured by five
properties.  The note is expected to close in late November and
will have a fixed interest rate of 4.98%, a ten-year term and an
amortization schedule of 20 years.  The proceeds of the note will
be used to reduce floating rate bank borrowings.

During 2005, the Company has repaid five mortgages.  

FFO guidance for 2005 has been narrowed from our previous guidance
on an FFO per share basis to a range of $2.64 to $2.67.  Earnings
per share for 2005 should be in the range of $.95 to $.97. The

EastGroup Properties, Inc., is a self-administered equity real
estate investment trust focused on the development, acquisition
and operation of industrial properties in major Sunbelt markets
throughout the United States with a special emphasis in the states
of Florida, Texas, California and Arizona.  EastGroup's portfolio
currently includes 21.4 million square feet with an additional
863,000 square feet of properties under development.

                         *     *     *

Fitch Ratings puts BB+ rating on EastGroup's $1.32 billion 7.95%
preferred shares.


ENRON CORP: Bankruptcy Court Approves FERC Settlement Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement dated Aug. 24, 2005, that provides
for a comprehensive resolution of disputed regulatory proceedings,
bankruptcy and adversary proceedings, appellate proceedings,
litigation and investigations relating to events in the California
and western electricity and natural gas markets.  The parties to
the Settlement are:

    a. the Enron Parties:

          -- Enron Corp.,
          -- Enron Power Marketing, Inc.,
          -- Enron North America Corp.,
          -- Enron Energy Marketing Corp.,
          -- Enron Energy Services Inc.,
          -- Enron Energy Services North America, Inc.,
          -- Enron Capital & Trade Resources International Corp.,
          -- Enron Energy Services, LLC,
          -- Enron Energy Services Operations, Inc.,
          -- Enron Natural Gas Marketing Corp., and
          -- ENA Upstream Company, LLC;

    b. the Federal Energy Regulatory Commission's Office of Market
       Oversight and Investigations -- OMOI;

    c. the California Parties:

          -- Pacific Gas and Electric Company,
          -- Southern California Edison Company,
          -- San Diego Gas & Electric Company,
          -- the California Attorney General,
          -- California Department of Water Resources -- CERS,
          -- California Electricity Oversight Board, and
          -- California Public Utilities Commission; and

    d. the Oregon Attorney General and the Washington Attorney
       General -- the Additional Claimants.

According to Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, in New York, the Settlement will avoid future disputes and
litigation concerning the disputes since the parties have agreed,
subject to certain restrictions and reservations, to release one
another from claims, causes of action, obligations and
liabilities with respect to the matters addressed in the
Settlement.  The Settlement will also result in the resolution of
billions of dollars in claims filed by a number of the Settling
Participants, California Power Exchange Corporation, and the
California Independent System Operator Corporation.

The material terms of the Settlement are:

A. Monetary Consideration

    The Enron Parties will provide monetary consideration,
    including:

       1. the assignment to the California Parties the Enron
          Parties' rights, title and interest in the first
          $25,000,000 of certain undistributed funds relating to
          transactions in the markets of the PX and the ISO
          currently held by the PX in all its accounts or the
          reorganized PX holding funds in trust pursuant to the
          terms of the PX Tariff, ISO Tariff, or a court order;

       2. granting the Settling Claimants an allowed Class 6
          unsecured claim pursuant to the Plan totaling
          $875,000,000 against EPMI, without offset, defense or
          reduction on account of any claim or counterclaim the
          Enron Parties may have against any of the Settling
          Claimants;

       3. collectively granting the California Attorney General,
          the CPUC, the CEOB and the Additional Claimants an
          allowed subordinated Class 380 penalty claim aggregating
          $600,000,000;

       4. assignment of any refunds or rights to refunds that the
          Enron Parties have received or will receive from other
          entities in the refund proceeding conducted before the
          FERC, or the FERC Refund Related Proceedings, excluding
          the California Energy Resources Scheduling division of
          CERS, to the California Parties;

       5. assignment to CERS of the Enron Parties' claim for
          refunds, and related right, title or interest, resulting
          from any mitigation of sales by CERS of imbalance energy
          into the ISO real-time market, as well as any interest,
          surcharges, other charges or payments associated with
          the sales, that may be payable pursuant to FERC's
          May 12, 2004 Order on Requests for Rehearing and
          Clarification and subsequent orders.

B. Non-Monetary Consideration

    The Enron Parties also agreed to provide certain non-monetary
    consideration.  Specifically, the Enron Parties agreed to
    cooperate with the Settling Claimants in the Claimants'
    pursuit of claims against entities other than the Enron
    Parties and their affiliates relating to events in the western
    energy markets or relating to third-party participation in
    alleged Enron financial misconduct during the Settlement
    Period.

    The Enron Parties have also authorized the PX and the ISO to
    provide the California Parties any additional information,
    materials, or data that would otherwise be available to one or
    more of the Enron Parties and that are related to Enron's
    sales and purchases in the ISO and PX markets, provided that
    the California Parties have agreed to maintain the information
    in confidence and not to disclose it to third-parties, with
    certain exceptions.

C. Withdrawals, Releases and Waivers

    All claims against Enron for the Settlement Period by the
    Settling Claimants for refunds, disgorgement of profits, or
    other monetary or non-monetary remedies in the FERC
    Proceedings will be deemed settled and fully discharged.  The
    FERC Proceedings will not be deemed settled or discharged as
    to the Non-Settling Participants.

    The Enron Parties will, without prejudice to any subsequent
    action, withdraw all subpoenas they have served in any of the
    FERC Proceedings against PG&E, SCE, or their employees.  Enron
    and the Settling Claimants will be deemed to reserve and
    retain all claims and defenses they may have against Non-
    Settling Participants.

    The Settling Claimants will sign and file all documentation
    necessary to effectuate withdrawal of their Proofs of Claim.
    Enron will sign any documentation necessary to effect
    withdrawal of Claim No. 8879 in the PG&E bankruptcy case, in a
    form and content acceptable to PG&E.  All Scheduled
    Liabilities relating to any of the Settling Claimants will be
    disallowed in their entirety and each of the Enron Parties
    will release the Settling Claimants from all claims,
    obligations, causes of action, liabilities under specified
    provisions of the Bankruptcy Code.

A full-text copy of the Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?238   

The Settlement is subject to the approval of the Federal Energy
Regulatory Commission and California Public Utilities Commission.

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.
161; Bankruptcy Creditors' Service, Inc., 15/945-7000)


FIBERMARK INC: Court Approves Revised Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont authorized
FiberMark, Inc. (OTC Bulletin Board: FMKIQ) to begin the voting
process on its revised Plan of Reorganization based on a
newly-approved Disclosure Statement.

The revised Plan incorporates a settlement reached among the
company's three largest bondholders and the company.  If approved,
the Plan will result in increased distributions to the company's
other bondholders and unsecured creditors and resolution of issues
identified by a Court-appointed examiner.  The company's prior
Plan had proposed a litigation mechanism for addressing the issues
that are now the subject of the settlement.  The Court had
approved the prior Plan's associated disclosure statement last
month, in case a settlement was not achieved.

Voting on the company's revised Plan will commence Nov. 1, with a
voting deadline of Nov. 22 set by the Court.  The Court also
scheduled a confirmation hearing for Dec. 2.  Assuming
confirmation, the company would expect to emerge from chapter 11
during the first week in January.  As expected, the company will
become a private company upon its emergence.  The shares of
current stockholders will be cancelled under the Plan and will
have no value upon emergence.  Public trading of its stock is not
expected to continue beyond the date of chapter 11 emergence, at
the latest.

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for  
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J. f,
Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.


FOAMEX INT'L: Gets Final Court Okay to Pay Critical Vendor Claims
-----------------------------------------------------------------          
Foamex International Inc., and its debtor-affiliates identified
three categories of their critical vendors:

    1. Specialty Chemical Providers
    2. Cloth Producers
    3. Maintenance, Repair and Operations Suppliers

In manufacturing foam products, the Debtors utilize chemicals
that are especially formulated to meet their specific needs and
are capable of being obtained from only a few select providers,
Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, relates.  The inventory of many of the
major chemicals is limited and at any point in time is sufficient
to sustain the Debtors' operations for up to one week.  The
chemicals are the fundamental building blocks for the Debtors'
foam products.

According to Mr. Barry, it would be very difficult, if not
impossible, for the Debtors to find replacements if one or more
Chemical Providers decides not to ship to the Debtors
postpetition.  The reasons are at least threefold:

    (i) many chemicals are in short supply;

   (ii) some of the Debtors' suppliers placed the Debtors on fixed
        dollar credit limit more than a year ago; and

  (iii) if the Debtors change suppliers, they might need to alter
        their product formulations and there is no assurance of
        customer approval.

The Debtors estimate that $28,000,000 is needed to pay the
Chemical Providers.  The large amount, Mr. Barry explains,
reflects the reality that the Debtors must constantly purchase
chemicals given their very small chemical inventories and the
fact that many of the Chemical Providers supply the Debtors on
60-day trade terms.

For automotive customers, the Debtors utilize various made-to-
order cloth provided by certain cloth producers and suppliers.
The Cloth Producers supply material according to specifications
mandated by various OEMs.  The Debtors laminate foam backing to
the cloth and sell the resulting product to various Tier 1
suppliers, who, in turn, incorporate it into interior vehicle
components and sell these products to the OEMs.  The Debtors do
not choose their cloth suppliers, Mr. Barry states.  The choice
is made for them by the OEMs because they require that the
Debtors use specific cloth, which is only made by certain
producers.

Mr. Barry asserts that the Debtors' inability to purchase the
specified cloth could seriously jeopardize their automotive
business, which is their second largest business segment.  The
Debtors estimate that they need $3,000,000 to pay the Cloth
Producers.

The Debtors regularly purchase various MRO Supplies through
American Express.  Many of the MRO Supplies, like customized
motors, pumps and other mechanized parts, though relatively
inexpensive when compared to the cost of the chemicals,
nonetheless are sufficiently important, that without them, the
Debtors cannot operate the machinery and equipment located in
their various plants, Mr. Barry says.

Purchases of MRO Supplies are consummated via American Express in
two ways.  One way is through procurement cards and the other is
through the "point-of-sale" program.  American Express bills the
Debtors every month.

Mr. Barry points out that many of the Debtors' MRO Suppliers are
small businesses and any interruption in payment to them could
damage their own business prospects and ongoing viability, which,
in turn, could prevent the Debtors from continuing to purchase
MRO Supplies from them.

In addition, Mr. Barry attests, replacing the American Express
services is difficult.  The American Express programs reduce the
administrative costs associated with having separate accounts
payable for each MRO Supplier.  American Express' purchasing
method is embedded in the Debtors' purchasing software and its
corporate purchasing policies and procedures have been
implemented to establish proper internal financial controls.  The
Debtors need to pay approximately $2,000,000 for the MRO
Supplies.

The Debtors seek the U.S. Bankruptcy Court for the District of
Delaware's permission to pay the prepetition claims of their
Critical Vendors.  Based on their estimates, the Debtors will have
to pay $33,000,000 in aggregate to their Critical Vendors.  The
Debtors contemplate making prepetition payments as and when they
become due and solely to the entities that agree to supply the
Debtors postpetition according to the normal trade terms that
existed prepetition or on terms that are otherwise acceptable to
the Debtors.

The Honorable Peter J. Walsh of the District of Delaware issues an
interim order allowing the Debtors to make Critical Vendor
Payments of not more than $21 million.

Judge Walsh grants the Debtors' request on a final basis to pay
the prepetition claims of their Critical Vendors.

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)


FOAMEX INT'L: Gets Final Order on Injunction vs. Utility Companies
------------------------------------------------------------------          
Foamex International Inc. and its debtor-affiliates asserted the
need for continuation of utility services.

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, asserted that if utility companies are
permitted to terminate utility services on the 21st day after the
Debtors' bankruptcy petition date, substantial disruption to the
Debtors' operations will occur and the Debtors' business will be
irreparably harmed.  

To avert a potential disaster, the Debtors would then be forced
to pay whatever amounts are demanded by the Utility Companies to
avoid the cessation of essential Utility Services and,
ultimately, the demise of their business, Ms. Morgan added.

Consequently, the Debtors asked the Honorable Peter J. Walsh of
the District of Delaware Bankruptcy Court to preclude Utility
Companies from altering, refusing or discontinuing services on
account of unpaid prepetition invoices or prepetition claims on
the basis of the Debtors' bankruptcy filing or any outstanding
prepetition invoice.

The Debtors sought authority, but not the obligation, to pay
prepetition amounts owing to a Utility Company.  If a Utility
Company accepts the payment, the Utility Company will be deemed
adequately assured of future payment and to have waived any right
to seek additional adequate assurance in the form of a deposit or
otherwise.

                     Constellation Responds

Constellation NewEnergy, Inc., sells electricity to Foamex
International Inc., pursuant to a Master Retail Energy Supply
Agreement.  The Supply Agreement will expire in January 2006.  

David L. Finger, Esq., at Finger & Slanina LLC, in Wilmington,
Delaware, informs the Court that the Supply Agreement is a
forward contract, and Constellation is a forward contract
merchant.  The Supply Agreement provides that the commencement of
a bankruptcy proceeding or Foamex's insolvency is an "event of
default" permitting Constellation to terminate the Supply
Agreement.

Mr. Finger notes that pursuant to Section 556 of the Bankruptcy
Code, the contractual right of a forward contract merchant to
cause the liquidation of a forward contract because of a
condition of the kind specified in Section 365(e)(1), will not be
stayed, avoided or otherwise limited by the Bankruptcy Code or by
order of the Court.  Accordingly, Mr. Finger asserts,
Constellation's contractual right to terminate the Supply
Agreement is not stayed, avoided or otherwise limited by any
order of the Court.

Constellation intends to continue to sell electricity to Foamex
until the Supply Agreement expires in January 2006 as long as
Foamex continues to perform its obligations under the Supply
Agreement, Mr. Finger says.  Constellation does not oppose the
Debtors' request.  It, however, wants to clarify that it is not
waiving its rights as a forward contract merchant under Section
566.

Judge Wash grants the Debtors' request on a permanent basis.  
Judge Walsh clarifies that his approval is without prejudice to
the rights of any Utility Company to immediately file a request
for additional assurance in the form of deposits or security.
Any Utility Company that files a request for additional adequate
assurance will be deemed to have adequate assurance until further
Court order is entered in connection with the Additional
Assurances Request.

With regards to the forward contract with Constellation
NewEnergy, Inc., Judge Walsh rules that nothing in the Order is
intended to limit or impair Constellation's rights under Section
556 of the Bankruptcy Court.  The Order also does not limit the
Debtors' right to argue that Constellation is not a forward
contract merchant.

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)


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

A list of the Professionals is available for free at:

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

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

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

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

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

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

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

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

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

The Court fixes the monthly fee cap at $40,000 per Ordinary Course
Professional.  Payments to all Professionals should not exceed
$1,400,000 per month, on average, over the prior rolling
three-month period.  To the extent any new Professional is
employed, then the Aggregate Cap will be increased by $40,000 per
month per Professional, and the Debtors reserve the right to seek
to otherwise increase the Aggregate Cap if necessary.

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)


GENERAL MOTORS: SEC Probes Accounting Practices & Delphi Deals
--------------------------------------------------------------
The Securities and Exchange Commission issued subpoenas to General
Motors Corp. inquiring on the automaker's accounting practices and
certain transactions with its former unit, the now-bankrupt Delphi
Corp.

According to published reports, the Company's finance unit,
General Motors Acceptance Corp., is also part of an
insurance-industry investigation regarding the use of finite-risk
insurance to control reported losses.

"We're just cooperating with the SEC at this point," GM
spokeswoman Toni Simonetti told Lee Hawkins Jr. of The Wall Street
Journal.  "This is an investigation, not an accusation.  We have
not been accused of any wrongdoing," she added.

The SEC probes of GM, Alan Ohnsman of Bloomberg News reports,
include:

   -- financial reporting of pension and other retiree benefit
      programs;
   
   -- transactions between the automaker and Delphi;
   
   -- recovery of recall costs from suppliers and supplier price
      reductions and credits; and
   
   -- GM's possible obligation to fund Delphi's pensions.

GM has said that its pension plans are fully funded, although it
covers the expected cost of health care for the retirees, not paid
out of pension, Chris Isidore reports for CNN Money.

As reported in the Troubled Company Reporter on Oct. 21, GM
disclosed a tentative pact with the United Auto Workers to reduce
the automaker's health-care costs by about $15 billion.  GM
estimates a $1 billion a year cash savings as a result of the
union's concession.

GM Chief Executive G. Richard Wagoner Jr. told the Associated
Press last week that it isn't considering bankruptcy protection to
solve its financial difficulties.  Mr. Wagoner stressed bankruptcy
is not an option.

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

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

GM reported a $1.6 billion net loss for the quarter ended
Sept. 30, 2005.  GM's losses for the four quarters ending
Sept. 30 top $3.1 billion.  GM lost its investment grade
rating earlier this year.


GRIFFETH BUILDERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Griffeth Builders, Inc.
        585 Tanners Bridge Road
        Bethlehem, Georgia 30620

Bankruptcy Case No.: 05-38010

Type of Business: The Debtor is a building contractor.

Chapter 11 Petition Date: October 27, 2005

Court: Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, L.L.P.
                  P.O. Box 1586
                  Athens, Georgia 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

Total Assets: $4,389,602

Total Debts:  $2,606,000

The Debtor does not have unsecured creditors who are not insiders.


GSI COMMERCE: Postpones Release of Fiscal 2005 3rd Quarter Results
------------------------------------------------------------------
GSI Commerce Inc. (Nasdaq: GSIC) postponed the release of its
fiscal 2005 third quarter operating results and conference call,
but issued preliminary estimated fiscal third quarter results and
issued updated 2005 fiscal year guidance.  The company is
tentatively targeting to release its full fiscal 2005 third
quarter operating results and hold a conference call on or before
Nov. 10, 2005.

                    Likely Material Weakness

GSI Commerce postponed the release of its third quarter operating
results to allow for more time to complete the evaluation of two
issues.

First, in August 2005, GSI Commerce's internal auditor and GSI
Commerce's controller found potential discrepancies with certain
credits, amounting to approximately $283,000, that were recorded
as part of the company's fiscal fourth quarter 2004 results, some
portion of which potentially should have been recorded in fiscal
year 2005.  The company alerted both its audit committee and
independent auditors of the potential discrepancies.  The audit
committee retained independent counsel and commenced an
independent investigation.  The investigation covers the specific
credits initially identified as well as other entries recorded
during the same period.

Second, during the third quarter of fiscal 2005, the company
determined that a systemic control on which the company relied to
reconcile its accounts payable balance had failed. The result
meant the company could not validate its general ledger balance
for the account.  Subsequently, the company changed to a manual
control to validate this account.  The failure of the systemic
control may be a material weakness and the change to a manual
control may have materially affected GSI Commerce's internal
control over financial reporting.

Management has developed a plan to address the failure of this
systemic control.  Based on the manual calculation, the company
currently estimates it may need to record a charge of as much as
$300,000, or a gain of as much as $1.2 million.  However, this
range could change, plus or minus on either side, based on the
results of the ongoing review.  The company is evaluating whether
an adjustment, if any, is required.

                 Preliminary 3rd Quarter Results

As a result of these two issues, GSI Commerce has not finalized
its fiscal 2005 third quarter operating results.  While the
company is not announcing its final fiscal 2005 third quarter
results at this time, it is issuing the following preliminary
estimated results.  The estimated results do not reflect any
adjustments that may be made as a result of the issues discussed
above in this news release.  The actual results that the company
reports could differ materially from the following estimated
results and the estimated results should only be considered an
indication of what management believes at this time.

Net revenues for the fiscal 2005 third quarter are expected to be
approximately $84 million to $85 million compared to the company's
guidance issued on July 27 of $79 million to $84 million.  Net
loss is expected to be approximately $4.2 million to $4.5 million,
compared to the company's guidance issued on July 27 of a net loss
of $2.5 million to $3 million.  Cash, cash equivalents and
marketable securities at the end of the fiscal 2005 third quarter
are expected to be approximately $112.2 million.

The company notes that the estimated shortfall in net income
compared to its guidance issued for the third quarter on July 27
is the result of the cost of partner launches in the second half
of fiscal 2005 being greater than anticipated, and to a lesser
extent, because of delays in actual launch dates.  These issues
had a particularly negative impact on the second half of the third
quarter.  As a result of these factors, which the company also
expects to impact its fiscal 2005 fourth quarter results, GSI
Commerce now estimates net income for fiscal 2005 to be
approximately $5.5 million to $6.5 million compared the company's
guidance issued on July 27 of $9.5 million to $10.5 million.  The
estimated results do not reflect any adjustments that may be made
as a result of the issues discussed earlier in this news release.

The company also reported that the following events occurred since
July 27, 2005:

    -- The company has launched new e-commerce operations for
       RadioShack, Bath & Body Works, Levis Brand and C.C. Filson
       & Co.

    -- The company signed a multiyear extension with a partner in
       the health & beauty category.

    -- The company signed a multiyear agreement to provide a new
       partner in the home category with an e-commerce solution
       that includes core technology platform, fulfillment
       services and customer care operations.  The launch is
       expected to occur during the first quarter of 2006.  
       Revenues from the new partner will be recorded as service
       fees.  The addition of the new partner brings the total
       number of new partners announced in fiscal 2005 to 10.

GSI Commerce is a leading provider of e-commerce solutions that
enable retailers, branded manufacturers, entertainment companies
and professional sports organizations to operate e-commerce
businesses. The Company provides solutions for its partners
through its integrated e-commerce platform, which is comprised of
three components: core technology, supporting infrastructure and
partner services.  The Company either operates, or will operate
pursuant to signed agreements, all or portions of the e-commerce
businesses for approximately 50 partners.


GUARDIAN TECHNOLOGIES: Talks About Financial Reporting Weaknesses
-----------------------------------------------------------------
Guardian Technologies International Inc. delivered its amended
quarterly report on Form 10-Q/A for the quarter ended June 30,
2005, to the Securities and Exchange Commission on Oct. 17, 2005.

The Company amended the quarterly report, originally filed with
the SEC on Aug. 12, 2005, to incorporate additional information
requested by the SEC related to:

      -- management's discussion and analysis of financial  
         condition and results of operations; and

      -- controls and procedures

                    Second Quarter Results

For the three-months ended June 30, 2005, Guardian Technologies
reports a $3,449,548 net loss on $122,835 of revenues compared to
a $10,733,852 net loss on zero revenues for the same period in
2004.   

The Company's balance sheet showed $3,061,330 of assets at June
30, 2005, and liabilities totaling $1,142,823. At June 30, 2005,
the Company had a $642,809 net working capital deficit of compared
with a net working capital surplus of $4,711,783 at June 30, 2004.  

The Company's principal source of liquidity has been the net
proceeds from external financing transactions.  For the six months
ended June 30, 2005 and 2004 the Company provided net cash of
$2,641,621 and $7,308,697, respectively, from such financing
transactions.  The available cash balances at June 30, 2005 and
2004 were $107,022 and $4,818,825, respectively.

                Controls and Procedure Amendments

Guardian Technologies' certifying officers concluded that the
Company's disclosure controls and procedures were not effective as
they relate to timely filing.  The Company had failed to timely
file its Form 10-KSB for the year ended Dec. 31, 2004, and its
Form 10-Q for the quarter ended March 31, 2005.

The Company has implemented revised disclosure controls and
procedures to help assure timely filing of reports required by the
SEC, including controls and procedures related to the time line
for the Company's preparation and distribution of such reports for
review by management, the Company's Audit Committee, its auditors
and outside legal counsel prior to filing with the SEC.  

                       Going Concern Doubt

Aronson & Company expressed substantial doubt about Guardian
Technologies' ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
significant operating losses since inception and dependence on
additional funding through debt or equity financing to continue
its operations.

Guardian Technologies -- http://www.guardiantechintl.com/--  
designs, develops and delivers sophisticated imaging informatics
solutions to its target markets: security and healthcare.  The
Company utilizes high-performance imaging technologies and
advanced analytics to create integrated information management
technology products and services that address critical problems in
healthcare and homeland security for corporations and governmental
agencies.


HARTCOURT COMPANIES: Earns $31,534 of Net Income in 1st Quarter
---------------------------------------------------------------
Hartcourt Companies Inc. delivered its financial results for the
quarter ended Aug. 31, 2005, to the Securities and Exchange
Commission on Oct. 17, 2005.

Hartcourt Companies reported $31,534 of net income for the three
months ended Aug. 31, 2005, compared to a $2,847,967 net loss for
the same period in 2004.  The Company has suffered recurring
losses from operations and has an accumulated deficit of
$67,109,555 as of Aug. 31, 2005.

The Company's balance sheet showed $15,395,139 of assets at
Aug. 31, 2005, and liabilities totaling $6,897,731.  The Company's
working capital at Aug. 31, 2005, total approximately $5 million.

                       Going Concern Doubt

As reported it the Troubled Company Reporter on Oct. 6, 2005,
Kabani & Company, Inc., CPA's, expressed substantial doubt about
Hartcourt Companies' ability to continue as a going concern after
auditing the Company's financial statements for the period ending
May 31, 2005.  The auditing firm pointed to the Company's
accumulated deficit of $67,141,089 at May 31, 2005 and negative
cash flow from operations amounting $1,256,734 for the period
ended May 31, 2005.

                     About Hartcourt Companies

Hartcourt Companies Inc. -- http://www.hartcourt.com/-- is a   
business development company specializing in the Chinese
Information Technology, or IT, market.  It researches and
identifies Chinese companies in the IT industry that meet its
acquisition criteria.  The Company then acquires equity ownership
or assets in the targeted companies to be part of its investment
portfolio. Hartcourt distributes internationally well known brand
named IT hardware products and related software and services.  The
main products are Samsung branded notebooks and monitors.  The
Company also distributes audio and video conferencing products.


HELL'S BAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hell's Bay Boatworks, LLC
        1520 Chaffee Drive
        Titusville, Florida 32780

Bankruptcy Case No.: 05-17567

Type of Business: The Debtor builds and repairs boats.
                  See http://www.hellsbay.com

Chapter 11 Petition Date: October 25, 2005

Court: Middle District of Florida (Orlando)

Debtor's Counsel: David R. McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, Florida 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chittum, Harold T. III           Arbitration award   $1,778,597
Ladd H. Fasset Esq.
1325 West Colonial Drive
Orlando, FL 32804

Florida Department of Revenue    Sales Tax             $300,000
Bankruptcy Unit
P.O. Box 6668
Tallahassee, FL 32314-6668

Mercury Marine                   Supplies              $231,759
P.O. Box 96964
Chicago, IL 60693

Sea Lion Productions             Advertising            $48,000

AIG Claim Services Inc           Insurance              $47,000

Van Rooy, Carl                   Deposit for boat       $22,270

Wilson, Price                    Accounting             $20,335

Fiberglass Florida               Supplies               $18,716

Starke Agency                    Insurance              $17,716

Polygard Inc.                    Supplies               $13,805

HK Research                      Supplies               $12,570

Lewis Marine & Supply, Inc.      Supplies               $11,703

Composites One LLC               Supplies                $9,927

Langston Hess Dolton & Shepa     Legal                   $8,336

AIM Supply                       Supplies                $5,964

Total Recovery Systems           Engine                  $5,792

Charging Systems International   Electrical              $5,586

Fishkind and Associates          Legal                   $4,900

Rushton, Stakely                 Legal                   $8,419

Xerox                            Trade Debt              $3,649


I2 TECHNOLOGIES: Sept. 30 Balance Sheet Upside-Down by $144 Mil.
----------------------------------------------------------------
i2 Technologies, Inc. (Nasdaq:ITWO) reported results for its third
quarter ended September 30, 2005.

The company reported development services revenue totaling
$7.2 million, which includes the $3.1 million allocated license
component previously noted and an allocated services component of
$4.1 million.  This compares to third quarter 2004 development
services revenue of $7.5 million, which included $5.1 million of
allocated services and $2.4 million of allocated licenses.    
Year-do-date, development services revenue for 2005 was
$44.1 million compared to $23.3 million for the same period
a year ago.

i2 reported total costs and operating expenses of $54.4 million
which includes a $2.2 million gain on the sale of TSC assets.  In
comparison, total costs and operating expenses in the third
quarter of 2004 were $90.2.

"In the third quarter we completed the cost reductions we began on
March 30, meeting the goals we set out to achieve.  We are now
able to invest in the best areas of our business to support
profitable growth," said i2 Chief Executive Officer Michael
McGrath.

The company reported third quarter net income applicable to
common shareholders of $8.6 million, compared to net income of
$17.1 million, in the third quarter of 2004.

Operating income for the third quarter was $14.8 million versus
$20.8 million in the third quarter of 2004.  On a year-to-date
basis, operating income was $24.7 million in 2005, 70% above the
same period in 2004.

"This is the second consecutive quarter of significant operating
profit, excluding any impact of contract revenue from previous
years, demonstrating that i2 has turned the corner on
profitability.  This has been our number one objective," said
Mr. McGrath.

i2 recently reduced its long-term debt with the purchase on the
open market of $50 million of its outstanding 5.25% convertible
notes due on December 15, 2006.  Of the purchase, $21.5 million
was settled and recorded in the third quarter, with an additional
$28.5 million settled and recorded in early October.  The Company
ended the quarter with $272 million in total cash, down from
$298.3 million in the prior quarter.  At the end of the quarter,
the gap between the Company's long term debt and total cash was
approximately $23.2 million.

"The repurchase of this debt is another important step in our plan
to strengthen our overall balance sheet," said i2 Chief Financial
Officer Michael Berry.  "We are optimistic that the combination of
our cash balances, our focus on cash flow, opportunities to
monetize the value of our assets, and the variety of capital
sources available to us will allow us to address our outstanding
debt and further establish a proper liquidity balance for i2's
future."

i2 Technologies, Inc. -- http://www.i2.com/-- provides software  
designed to synchronize demand and supply across global business
networks.  i2's supply chain management tools and services are
used by lots of industries; 19 of the AMR Research Top 25 Global
Supply Chains belong to i2 customers.  

At Sept. 30, 2005, i2 Technologies, Inc.'s balance sheet showed a
$143,787,000 stockholders' deficit compared to a $173,033,000
deficit at Dec. 31, 2004.


INTERMET CORP: Court Okays Rejection of Five Representative Pacts
-----------------------------------------------------------------
The Honorable Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan gave Intermet Corporation authority
to reject five executory manufacturer's representative agreements:

      -- Sullivan Precision Components
         1020 Springfield Avenue #204
         Mountainside, NJ 07092

      -- Engineered Precision Components
         105 23rd Avenue NW
         New Brighton, MN 55112-7166

      -- Integrated Sales & Engineering
         736 West Ingomar Road
         Pittsburgh, PA 15237-4986

      -- Liebel & Merle Sales
         2507 Browncroft Boulevard
         Rochester, NY 14625

      -- Phelps Associates, Inc.
         1801 South Federal Highway #243
         Delrary Beach, FL 33483

Under the Agreements, the representatives market and sell
Intermet's products to customers in exchange for a percentage of
sales.  The Agreements also provide that they will automatically
terminate on Dec. 31, 2004, unless the parties enter into new
agreements.  If no new Agreement is inked, the representative is
entitled to termination damages.

The Debtors contend that all the Agreements expired by their own
terms on Dec. 31, 2004, and are therefore not executory contracts.  
But, some Representatives may argue that the Agreements are
executory contracts because of the Termination Damages Section.

The Debtors contend that the Agreements are burdensome to the
estates because Intermet has its own internal sales force, which
is capable of handling the majority of its needs for sales
support.  The Debtors added that the services of the
Representatives are no longer needed in order for the Debtors to
operate their business.  The rejection of these Agreements will
benefit the Debtors' estate and creditors.

Headquartered in Troy, Michigan, Intermet Corporation --  
http://www.intermet.com/-- provides machining and tooling     
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.  On Sept. 26, 2005, Judge McIvor
confirmed the Debtors' Amended Plan of Reorganization.


INTERNATIONAL PAPER: Earns $1.04 Bil. of Net Income in 3rd Quarter
------------------------------------------------------------------
International Paper (NYSE: IP) reported third-quarter 2005 net
earnings of $1.04 billion, compared with $77 million in the second
quarter of 2005 and a net loss of $470 million in the 2004 third
quarter.

Third quarter 2005 earnings included $278 million from
discontinued operations relating to the sale of the company's
interest in Carter Holt Harvey Ltd. and $603 million principally
from a U.S. federal income tax audit agreement reached with the
U.S. Internal Revenue Service.  The 2004 third quarter results
included a discontinued operations charge of $684 million
primarily from the sale of Weldwood of Canada Ltd. Amounts for all
quarters also included certain other special items.

Earnings from continuing operations and before special items
in the third quarter of 2005 were $162 million, compared with
$143 million in the second quarter of 2005 and $200 million in the
third quarter of 2004.

Third-quarter 2005 net sales were $6 billion, compared with
$5.9 billion in the second quarter of 2005 and $6.0 billion in the
third quarter of 2004.  The company experienced seasonal sales
increases in most businesses, with the exception of a slight
decline in the industrial packaging business.

Operating profits of $489 million for the 2005 third quarter were
slightly lower compared with second-quarter 2005 operating profits
of $491 million, due principally to lower price realizations and
higher energy costs.  However, higher earnings from land and real
estate sales and continued strong productivity improvements helped
offset some of these negative impacts.

"Our mills ran well and continued the aggressive improvement we've
been seeing all year, which helped offset some of the impact of
pricing pressure and energy costs," said Chairman and Chief
Executive Officer John Faraci.  "This improvement at the mill
level, combined with the execution of our transformation plan, is
positioning International Paper for much stronger results once
input costs abate."

Commenting on the fourth quarter of 2005, Mr. Faraci said, "We
estimate fourth-quarter earnings from continuing operations and
before special items to be lower than third quarter predominantly
because of skyrocketing raw material costs, particularly energy,
and higher transportation costs."

                       Segment Information

Third-quarter operating profits for Printing Papers were
$132 million compared with second-quarter operating profits of
$149 million.  The decline in earnings was largely caused by a
decline in uncoated freesheet price realizations, as well as
higher input costs.  Increases in coated paper pricing and
seasonally stronger volumes, as well as solid performance by
Brazilian operations helped offset some of the negative impacts.   
The results also include $9 million in special charges for
environmental reserves and severance and other charges relating
to the previously announced indefinite shutdown of three U.S.
paper machines.  In the second quarter 2005, the business took
$17 million in special charges related to the three machine
shutdowns.

Industrial Packaging operating profits for the third quarter were
$33 million compared with $85 million in second quarter, largely
because of lower pricing for linerboard and boxes together with
higher input costs.

Consumer Packaging operating profits were down slightly at
$37 million, compared with $41 million in the previous quarter,
largely because of higher input costs.

The company's distribution business reported operating profits of
$23 million for the third quarter, up from $18 million in the
previous quarter, on the strength of stronger sales.  High energy
prices are impacting transportation costs.

Third-quarter Forest Products operating profits rose to
$272 million from second-quarter earnings of $191 million.  Forest
Resources saw strong earnings mainly due to a $58 million increase
in timberland sales from second quarter and a $26 million increase
in "higher and better use" land sales.  In Wood Products, prices
have come down from second-quarter highs, but both pricing and
volume for lumber and plywood were strong through the end of the
quarter.  Hurricane-related downtime had a minor impact on the
quarter.

Net corporate expenses of $142 million in the 2005 third quarter
were up slightly from second quarter's $133 million.

                     Discontinued Operations

During the 2005 third quarter, the company completed the sale of
its majority share of Carter Holt Harvey Ltd. to Rank Group
Investments Ltd. Cash proceeds totaled US $1.14 billion.  The
pre-tax and after-tax gains on the sale were approximately
$29 million and $361 million, respectively.  All prior period
financial information has been restated to reflect Carter Holt
Harvey Ltd. as a discontinued operation.

                       Effective Tax Rate

The effective tax rate excluding special items for the third
quarter of 2005 was 23 percent, compared with a tax rate of 35% in
the 2005 second quarter.  The lower tax rate in the 2005 third
quarter reflected the reduction of the projected 2005 full-year
tax rate to 27 percent.

                    Effects of Special Items

Special items in the third quarter included a pretax charge of
$70 million ($48 million after taxes) for organizational
restructuring charges and losses on debt extinguishment, a pretax
credit of $188 million ($109 million after taxes) for insurance
recoveries related to the hardboard siding and roofing litigation,
a $5 million pretax charge ($3 million after taxes) for
adjustments of losses on businesses previously sold, and a
$3 million pretax credit ($2 million after taxes) for the net
adjustment of previously provided reserves.  In addition, a
$517 million income tax benefit was recorded, principally as a
result of an agreement reached with the U.S. Internal Revenue
Service concerning the 1997 through 2000 U.S. federal income tax
audit.  Net interest expense also includes a $43 million pretax
credit ($26 million after taxes) relating to this agreement. The
net after-tax effect of all of these special items was a credit of
$1.19 per share.

Special items in the second quarter included a pretax charge of
$31 million ($19 million after taxes) for organizational
restructuring charges, a pretax credit of $35 million ($21 million
after taxes) for insurance recoveries related to the hardboard
siding and roofing litigation, and a $19 million pretax credit
($12 million after taxes) for net adjustments of losses on
businesses previously sold, including a $25 million credit from
the collection of a note receivable from the 2001 sale of the
Flexible Packaging business.  In addition, Interest expense, net,
included pretax interest income of $11 million ($7 million after
taxes) collected on this note.  Additionally, a $94 million
increase in the income tax provision was recorded principally for
deferred taxes related to earnings repatriated during the quarter
under the American Jobs Creation Act of 2004.  The net after-tax
effect of all of these special items was an expense of $0.15 per
share.

Special items in the 2004 third quarter included a charge of
$26 million before taxes ($16 million after taxes) for
restructuring and other costs, a pre-tax credit of $103 million
($64 million after taxes) for insurance recoveries related to the
hardboard siding and roofing litigation, a charge of $38 million
for estimated losses on sales and impairments of businesses held
for sale and a $6 million credit ($4 million after taxes) for the
net reversal of restructuring and realignment reserves no longer
required.  The net after-tax effect of all of these special items
was a credit of $0.03 per share.

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

                         *     *     *

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

International Paper Company:

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

International Paper Capital Trust II:

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

International Paper Capital Trust IV:

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

Champion International Corporation:

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

Union Camp Corporation:

   * Senior Unsecured Baa2


INTERSTATE BAKERIES: Delays Filing of Required Financial Reports
----------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) continues to seek
information it deems accurate and reliable enough to enable it to
properly account for a defined benefit pension plan to which it
contributes.  However, at this time, IBC does not have sufficient
information from the pension plan and its representatives
necessary for IBC to complete its financial statements and
thereafter make its required filings with the Securities and
Exchange Commission.

The pension plan in question, the American Bakers Association
Retirement Plan, was established in 1961 to provide benefits to
certain employees of several unrelated companies in the baking
industry.  IBC is currently one of seven active participating
sponsors under the pension plan.  Prior to the company's recent
restructuring efforts, approximately 900 active IBC employees
participated under the pension plan, although the number of active
employees has significantly decreased as a result of those
efforts.

While the company continues to seek the necessary information, it
has not yet obtained this information and is not able to predict
if and when such information will be available.  Accordingly, IBC
is not able to provide any assurances on its ability to file with
the SEC its:

    * Annual Reports on Form 10-K for the fiscal years ended May
      29, 2004 and May 28, 2005;

    * Quarterly Reports for the quarters ended Aug. 21, 2004,
      Nov. 13, 2004, Mar. 5, 2005 and Aug. 20, 2005;

    * amended Quarterly Reports for the quarters ended
      Nov. 15, 2003 and Mar. 6, 2004; and

    * future periodic reports required to be filed with the SEC.

In addition, under the terms of IBC's "debtor-in-possession"  
credit facility, failure to file audited financial statements for
fiscal 2005 with its lenders before December 31, 2005, will result
in a default thereunder unless IBC's lenders waive such
requirement or amend the DIP credit facility to extend the
required filing date.

The representatives of the ABA Retirement Plan have asserted that
as of May 31, 2005, the present value of accrued benefits under
the pension plan attributable to IBC's employees and retirees was
approximately $60 million and the assets in the pension plan
attributable to IBC had a negative balance of about $3 million,
resulting in IBC's share of the total pension plan underfunding
being approximately $63 million.  These amounts are based upon the
assumption that the pension plan is an aggregate of single
employer pension plans.

However, IBC believes that the pension plan has been historically
administered as a multiple employer plan and should be treated as
such.  Treatment of the ABA Retirement Plan as a multiple employer
plan will, in IBC's view, result in an allocation of pension plan
assets to IBC's pension plan participants in an amount equal to
approximately $37 million.  Accordingly, IBC believes that its
allocable share of pension plan underfunding relative to IBC's
pension plan participants is approximately $23 million.  IBC is
still reviewing the manner and basis for the calculation of
pension plan assets and liabilities and there can be no assurance
as to the accuracy of IBC's asset and liability balances in the
pension plan at this time.

In addition, IBC notes its expectation that future required
contributions to the ABA Retirement Plan will increase as compared
to its historical contributions and this increase will be
substantial even if the pension plan is finally determined to be a
multiple employer plan.  A final determination that the ABA
Retirement Plan should be considered an aggregate of single
employer plans will cause the increase in contributions to be even
more significant.  IBC's responsibility to pay its allocable share
of the pension plan underfunding and future required
contributions, as well as the timing of such payments, may be
impacted by application of the bankruptcy code and/or other
applicable law.

IBC's preliminary determination that its obligations under the ABA
Retirement Plan should be considered obligations under a single
employer pension plan as reported in its Apr. 20, 2005, release
has been called into question in light of information regarding
the operation of the pension plan and other matters that have come
to IBC's attention during its continuing review of the ABA
Retirement Plan issues.  Although IBC now believes the pension
plan should be treated as a multiple employer plan, it will likely
be required to account for its interests in the pension plan as a
single employer plan for all periods prior to a final
determination that the pension plan is a multiple employer plan if
such determination is ever made.  Due to the uncertainties
surrounding its interest in the pension plan, IBC is still not
able to predict with certainty the amount of any impact on
earnings, any net liability or any reduction in equity resulting
from the application of proper accounting treatment to IBC's
participation in the ABA Retirement Plan, but any such impact is
expected to be substantial.

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.


JEROME-DUNCAN: Unsecured Creditors Will Recover 100% of Claims
--------------------------------------------------------------
Jerome-Duncan, Inc., delivered to the U.S. Bankruptcy Court for
the Eastern District of Michigan its Plan of Reorganization and
accompanying Disclosure Statement.

                       Treatment of Claims

Under the Plan, Ford Motor Credit Company, owed $62,302,970, will
be paid in accordance with the terms of the loan agreement.  
Defaults under the agreement will be waived on the confirmation
date.

The Debtor will sell its membership interests in Sterling and
Minority Enterprises.  Proceeds of the sale will be used to
satisfy the Debtor's indebtedness to Jerome-Duncan Leasing.  

Shashi K. Tejpaul -- husband of Gail Duncan and majority
shareholder in the Debtor -- is owed $4,000,000.  His claim will
be paid in full on the Plan's effective date or 10 days after his
claim becomes allowed.

SBC Capital Services will be paid a monthly payment in accordance
with the terms of the Capital Services Indebtedness.

Unsecured creditors are expected to recover 100% of their allowed
claims.

Insiders will be paid 10% of their allowed claims on or six months
after the Effective Date of the Plan.

Interest holders won't receive anything under the Plan.

                       Plan Implementation

Two days after the Court confirms the Plan, the Debtor will
auction all of its interests at the offices of Schafer and Weiner,
PLLC, located at 40950 Woodward Avenue, Suite 100 in Bloomfield
Hills, Michigan.

A copy of Jerome-Duncan's Disclosure Statement is available for a
fee at

  http://www.researcharchives.com/bin/download?id=051027214516
  
Headquartered in Sterling Heights, Michigan, Jerome-Duncan, Inc.,
is the largest dealer of automobiles manufactured by Ford Motor
Company in the state of Michigan.  The Debtor is one of the most
well-known, modern automobile dealers in the area and has a
tradition of serving customers in southeastern Michigan for the
past 50 years.  The Debtor employs over 200 individuals in its
operations and generates between $300 and $500 million in annual
sales.  The company filed for chapter 11 protection on June 17,
2005 (Bankr. E.D. Case No. 05-59728).  Arnold S. Schafer, Esq., at
Schafer and Weiner, PLLC, represents the Debtor in its
restructuring efforts.


JEROME-DUNCAN: UST & Committee Want Chapter 11 Trustee Appointed
----------------------------------------------------------------
Saul Eisen, the U.S. Trustee for Region 9 and the Official
Committee of Unsecured Creditors of Jerome-Duncan, Inc., ask the
U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, to appoint a chapter 11 trustee in the Debtor's
case.

The U.S. Trustee asserts that a chapter 11 trustee is warranted in
this case based on these backdrop:

   a) Debtor's payment of over $74,000 to S.K. Paul on a
      prepetition debt;

   b) continuation of unjustified salaries to Gail Duncan and
      Richard Duncan, who isn't an employee of the Debtor;

   c) continuation of rent payments to Gail Duncan and S.K. Paul
      on real estate leases which result in net profit to those
      principals/insiders after payment of debt service;

   d) postpetition payments to professional firms on account of
      prepetition debts or for retainers for post petition
      services without proper notice and court approval or
      retention of the professionals under 11 U.S.C. Section 327;

   e) failure to put adequate accounting and other financial
      controls into place to prevent unauthorized payments from
      the Debtor's accounts;

   f) failure to meet projected and budgeted sales forecasts by
      almost 40%;

   g) failure of the Debtor to establish appropriate reporting
      procedures to ensure accurate and timely provision of
      financial information to the U.S. Trustee, the Creditors
      Committee and the Court, including, among other things, the
      Debtor's failure to provide any reconciled bank statements
      as required by the U.S. Trustee's Operating Guidelines and
      Reporting Requirements, and the Debtor's failure to
      promptly provide disbursement information to the U.S.
      Trustee once it became available;

   h) failure of the Debtor to respond to requirements for
      information routinely sought at the First Meeting of
      Creditors, including, among other questions involving the
      Debtor's transactions with companies owned by Gail Duncan
      and S.K. Paul, whether the Sterling entities (owned by Gail
      Duncan and S.K. Paul) were making payments on their
      obligations to the Debtor, requiring the meeting to be
      adjourned twice;

   i) numerous questionable expenditures in light of the Debtor's
      precarious financial position; and

   j) the continuing shareholder dispute between Gail Duncan and
      Richard Duncan.

The U.S. Trustee also asserts that the Debtor's prepetition
conduct speaks of fraud, incompetence and gross mismanagement as
evidenced by:

   a) numerous loans and other myriad inter-company transactions
      between the Debtor and companies owned and controlled by
      Gail Duncan and S.K. Paul at a time when the Debtor
      appeared to be, at best, financially unstable;

   b) acquisitions of additional auto dealerships and other
      related and unrelated businesses by S.K. Paul and Gail
      Duncan allegedly with funds of the Debtor, and the eve-of-
      bankruptcy transfer of some of those entities to the
      Debtor; and

   c) shareholder dispute litigation and resulting instability in
      the management and control of the Debtor.

Although the Debtor filed a plan of reorganization, the U.S.
Trustee doesn't believe it is feasible.  The plan, the U.S.
Trustee appears to have been proposed as a tactical measure, is
not in the creditors best interests and is facially deficient.

The Court recently appointed a corporate restructuring officer for
the Debtor to monitor and control the cash disbursement process.  
But, the CRO doesn't have the power and authority to negotiate
with the Committee or other parties-in-interest over a consensual
plan.

The Committee supports the points and reasons supporting the U.S.
Trustee's pitch for a chapter 11 trustee in Jerome-Duncan's
bankruptcy estate.

Headquartered in Sterling Heights, Michigan, Jerome-Duncan, Inc.,
is the largest dealer of automobiles manufactured by Ford Motor
Company in the state of Michigan.  The Debtor is one of the most
well-known, modern automobile dealers in the area and has a
tradition of serving customers in southeastern Michigan for the
past 50 years.  The Debtor employs over 200 individuals in its
operations and generates between $300 and $500 million in annual
sales.  The company filed for chapter 11 protection on June 17,
2005 (Bankr. E.D. Case No. 05-59728).  Arnold S. Schafer, Esq., at
Schafer and Weiner, PLLC, represents the Debtor in its
restructuring efforts.


JLG INDUSTRIES: Moody's Affirms B3 Rating on Senior Sub. Notes
--------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of JLG
Industries, Inc. -- Corporate Family Rating at B1, Senior
Unsecured Notes at B2, and Senior Subordinate Notes at B3.  The
outlook is changed to positive from stable.

The B1 corporate family rating reflects JLG's solidly competitive
position in the global aerial work platform industry and the
telehandler industry, and the recent improvement in the company's
credit metrics.  This improvement has been driven by:

   * the success of JLG's cost reduction initiatives;

   * the strong rebound in North American economy;

   * the replacement and expansion of rental fleets as a result of
     a robust non-residential construction market; and

   * the receipt of $119 million in proceeds from an equity
     offering in March 2005 associated with the exercise of a
     clawback provision in the Senior Subordinated Notes.

These strengths, however, are balanced against the ongoing
cyclicality of the construction market.

The positive outlook reflects Moody's expectations that JLG's debt
protection measures will continue to improve as a result of:

   * the increasing diversification of its channel markets;

   * the strong demand in the non-residential construction market;
     and

   * the prudent financial policies being embraced by management.

The key risk that JLG will continue to face is the cyclicality in
the construction market.  Nevertheless, JLG should be able to
weather future cyclical downturns much better than in the past due
to its:

   * growing channel diversification;
   * expanding product offerings;
   * an improving balance sheet; and
   * a commitment to maintain ample liquidity.

Despite the severe mid-2001 through 2003 cyclical downturn in the
non-residential construction market, JLG continued to successfully
pursue a number of operational initiatives that Moody's believes
are helping to build a more robust and sustainable business model.
These initiatives include:

   * reducing its exposure to equipment rental companies by
     broadening its channels to market;

   * growing its after-market business;

   * expanding its European footprint;

   * reducing direct financing for its customers; and

   * continuing to expand its product offerings.

As a result of JLG's operational initiatives and the recovery in
the construction market, the company's financial performance and
credit metrics have improved markedly.  Between FYE July 2003 and
FYE July 2005, key metrics have shown these improvements:

   * operating margin expanded from 4.7% to 6.9%;

   * free cash flow grew from a use of $119 million to a positive
     $92 million, which excludes $35 million from used equipment
     sales;

   * interest coverage increased from 1.3x to 3.5x;

   * free cash flow to debt rose from a negative 18.6% to a
     positive 20.3%; and

   * debt-to-EBITDA declined from 9.7x to 2.8x.

Moreover, as JLG's operational and financial profile has improved,
the company has committed itself to strengthening its balance
sheet.  During the third quarter of 2005, the company received
$119 million from a secondary stock issuance and repurchased about
$76 million in long-term debt, resulting in JLG achieving a 55%
ratio of debt to capital at FYE July 2005.

The key factor that could contribute to an improvement in JLG's
ratings is the degree to which the company continues to embrace a
financial strategy that enables it to sustain the improvement in
credit metrics that will likely result from stronger market
fundamentals.  Such a strategy would likely include a disciplined
approach toward acquisitions.  A continued commitment to further
debt reductions would be an additional positive.  Evidence that
the company can maintain an operating model and its fixed cost
structure that lessen its vulnerability to future cyclical
downturns would also be an important positive rating
consideration.

Developments which might result in pressure on the company's
ratings include:

   * any material shareholder return actions;'

   * softening of demand in construction and industrial end-
     markets; or

   * an increase in leverage due to overly aggressive expansion in
     capital expenditures, working capital, or acquisitions.

JLG industries, Inc., headquartered in McConnellsburg,
Pennsylvania, with executive offices in Hagerstown, Maryland, is a
leading manufacturer of aerial work platforms and telehandlers.


JOHN COOPER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: John G. Cooper & Sue A. Cooper
         5388 Warwick Trail
         Grand Blanc, Michigan

Bankruptcy Case No.: 05-36477

Chapter 11 Petition Date: October 13, 2005

Court: Eastern District of Michigan (Flint)

Judge: Walter Shapero

Debtors' Counsel: Michael I. Zousmer, Esq.
                  Nathan, Neuman & Nathan, P.C.
                  29100 Northwestern Highway, Suite# 260
                  Southfield, Michigan 48034
                  Tel: (248) 351-0099

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Republic Bank                                         $3,004,614
31155 Northwestern Hiway
Farmington Hills, MI 48334

Republic Bank                                         $1,813,848
Commercial Loan Operations
31155 Northwestern Hiway
Farmington Hills, MI 48334

Citizens Bank                 Commercial Loan           $375,692
328 South Saginaw
Flint, MI 48502

Cox Hodgman & Giamarco        Lawsuit                   $227,527

Citizens Bank                 Commercial Loan           $198,096

Michael Donnelly              Lawsuit                   $120,792

Citizens Bank                 Commercial Loan            $40,571

Silverman & Morris            Legal Fees                 $29,084

Schwartz Law Firm             Legal Fees                 $27,527

Reid & James                  Legal Fees                 $25,993

Lewis & Knopf                 Accountant Fees            $25,000

MBNA America                  Credit Card Purchase       $18,743

Indiago America, Inc.         Service Agreement          $17,171

US Bank                       Credit Card Purchase       $16,721

Jeffrey Lesser                Lawsuit                    $14,203

American Express              Credit Card Purchase       $13,740

Garratt & Bachard, P.C.       Legal Fees                 $13,283

Gary Leeman, CPA              Professional Fees          $12,822

Paul Goyette                  Professional Fees          $12,217


JOHN KIENOSKI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: John Kienoski & Meili Liu
         d/b/a John's Bargain Imports
         d/b/a Crazyjohns Superdeals   
         d/b/a Johns Home Improvement
         2014 Central Avenue
         Alameda, California 94501
         
Bankruptcy Case No.: 05-47568

Type of Business: The Debtor is an importer & wholesale supplier
                  of hand tools, power tools, garden tools,
                  sporting goods, general merchandise, cookware,      
                  gift items, housewares, office supplies, fishing
                  gear, packing materials, work gloves, and more.      
                  The Debtor specializes in discount items,
                  closeouts and liquidations.  See
                  http://www.crazyjohns.com/.

Chapter 11 Petition Date: October 13, 2005

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtors' Counsel: Darya Sara Druch, Esq.
                  Law Offices of Darya Sara Druch
                  1 Kaiser Plaza #480
                  Oakland, California 94612
                  Tel: (510) 465-1788

Total Assets: $2,668,948

Total Debts:  $4,407,348

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Balco Properties              Rent Arrears            $1,068,599
1624 Franklin Street
Suite 310
Oakland, CA 94612

Small Business Administration Mortgage                  $726,785
4 New York Plaza, 11th Floor  Value of Security:
New York, NY 10004            $1,500,000

East Bay Conversion &         UCC-1 Financing           $151,000
Reinvestment Commission       Statement
300 Frank Ogawa Plaza         Value of Security:
Suite 205                     $104,725
Oakland, CA 94612

Yuquin Ji                     Loan                      $106,000

Wells Fargo Business Direct   Line of Credit            $100,000

Alameda Reuse & Development   Rent Arrears               $89,097

Citibank (West)               Credit Card Purchases      $47,262

MBNA America                  Credit Card Purchases      $42,235

Frank Deville                 Loan                       $26,550

American Express Platinum     Line of Credit             $24,573

Maylon O'Brien                Goods                      $18,688

GMAC Auto                     Purchase Money Security    $18,687
                              Value of Security:
                              $10,000

Unigard Insurance             Insurance                  $17,586

M. Rothman & Associates       Goods                      $14,122

AT&T Universal Card           Credit Card Purchases      $13,173

Alfred Saroni III             Goods                      $11,099

StK International             Goods                      $10,768

H&L International             Goods                       $9,500

Bank of America Visa          Credit Card Purchases       $9,184

Duraco Products Inc.          Goods                       $8,500


JUSTIN ROBERTS: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Justin James Louis Roberts
        9523 Marquis Lane
        Fort Wayne, Indiana 46835

Bankruptcy Case No.: 05-17901

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Robert L. Nicholson (BW), Esq.
                  Beckman, Lawson LLP
                  200 East Main Street, Suite# 800
                  Post Office Box 800
                  Fort Wayne, Indiana 46802
                  Tel: (260) 422-0800
                  Fax: (260) 420-1013

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Hicksville Bank           1st & 2nd Mortgages       $620,847
144 East High Street          Value of Security:
Hicksville, OH 43526          $334,000

The Hicksville Bank           1st & 2nd Mortgages       $506,642
144 East High Street          Value of Security:
Hicksville, OH 43526          $292,000

Hicksville Building L&S       Mortgage                  $225,000
100 North Main Street         Value of Security:
Hicksville, OH 43526          $147,000

Hicksville Building L&S       Mortgage                  $217,949
                              Value of Security:
                              $188,000

Hicksville Building L&S       Mortgage                  $112,246
                              Value of Security:
                              $90,000

Hicksville Building L&S       Value of Security:         $78,538
                              $58,000              
                              
Equimax Lending               Mortgage                   $54,000
                              Value of Security:
                              $50,000

Ocwen Federal                 Mortgage                   $43,927
                              Value of Security:
                              $25,000      
    
Hicksville Building L&S       Credit                     $24,610

Hicksville Building L&S       Value of Security:         $15,792
                              $10,550

The Hicksville Bank           Value of Security:          $5,981
                              $3,250


KAISER ALUMINUM: Asks Court to Reduce Bonneville Power Claims
-------------------------------------------------------------
Kaiser Aluminum and Chemical Corporation and the Bonneville Power
Administration were parties to a Block Power Sales Agreement dated
October 31, 2000.  Pursuant to the Power Contract, KACC agreed to
purchase from the BPA power from October 1, 2001, through
September 30, 2006, at rates to be determined according to certain
power supply schedules.

The Power Contract contained "take-or-pay" provisions requiring
KACC to pay the BPA for damages in the event KACC failed to take
all or any portion of its power allocation.  The damages were to
be calculated as the difference between:

    (a) the revenues the BPA would have received each month from
        KACC had KACC purchased the power not taken that month at
        the applicable contract rate; and

    (b) the revenues the BPA would realize from remarketing the
        power into the market.

On September 30, 2002, KACC rejected the Power Contract.

The BPA subsequently filed Claim No. 3105 against KACC asserting:

    (a) $1,061,116 for unpaid power invoices covering January 1,
        2002, through the Petition Date; and

    (b) $74,453,855 for estimated contract rejection damages
        calculated from September 30, 2002, through September 30,
        2006.

The BPA argued that Claim No. 3105 is entitled to treatment as a
secured claim under Section 506 of the Bankruptcy Code to the
extent it is subject to set-off by a claim of KACC against the BPA
or any other United States agency or entity.

The BPA noted that "the market price for power for the present
through 2006 is also unknown at the present time," and the BPA
reserved its right to amend the BPA Claim to reflect the actual
rates and market prices for the relevant period.

As of October 14, 2005, the BPA has not filed any amendment to the
BPA Claim or submitted any documentation to prove any actual
damages.

KACC asks the U.S. Bankruptcy Court for the District of Delaware
to reduce Claim No. 3105 to $1,061,116, the amount owed under the
prepetition power invoices.

According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, since the beginning of 2003,
actual market prices for power in the Pacific Northwest have been
in excess of the Power Contract rates, and the BPA has been forced
to augment its power supply by purchasing power to meet its supply
commitments.  Hence, KACC does not believe that any amounts are
owed, or will be owed, under the Power Contract's take-or-pay
provision, or that the BPA has suffered any damages as a result of
rejection of the contract.

The BPA Claim was filed in January 2003 and relied on, among other
things, market figures supplied by the BPA from October 2002 to
estimate the $74,453,855 contract rejection damage amount.  Since
the end of 2002, however, KACC believes that the market price of
power in the Pacific Northwest region has consistently exceeded
the rate that would have applied under the Power Contract.  In
addition, KACC believes that during that period the BPA was forced
to augment its power supply through purchases of power at prices
that exceeded the prices that would have been payable by KACC
under the Power Contract.

Ms. Newmarch contends that while the term of the Power Contract
extended through September 30, 2006, due to:

    (a) the high rates that the BPA likely received or could have
        received remarketing the power to other customers since
        rejection of the Power Contract; and

    (b) the avoided cost of additional purchases that would have
        been required to further augment the BPA's power supply
        during the period,

the BPA may have realized more benefit in the form of income and
avoided costs than the benefit it would have received if KACC had
performed under the Power Contract through September 2006, Ms.
Newmarch says.

?[E]en if the BPA has not already done so, given the current
market rate and the rates over the last two years, the BPA will
certainly eventually realize more benefit than if KACC had
performed under the Power Contract though the end of its term.
Thus, the BPA has not, and will not, suffer any damages as a
result of rejection of the Power Contract,? Ms. Newmarch tells the
Court.

Ms. Newmarch also asserts that under Section 101, there is no
right to payment where the asserted liabilities are not due and
owing by a debtor.  Hence, the BPA's only right to payment is in
respect of the $1,061,116 in prepetition invoices that were not
paid.  The BPA Claim, therefore, should be reduced to that amount.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Wants Scope of Ernst & Young's Services Expanded
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 8, 2005, Judge Fitzgerald authorized Kaiser Aluminum
Corporation and its debtor-affiliates to employ Ernst & Young LLP
as their tax servicer, nunc pro tunc to May 21, 2005.

Kaiser Aluminum Corporation and its debtor-affiliates intend to
pursue the State of Washington's aerospace tax incentives.  Thus,
the Debtors seek the U.S. Bankruptcy Court for the District of
Delaware's permission to expand the scope of Ernst & Young LLP's
employment to include tax consulting services and assistance in
pursuing Washington aerospace tax incentives, nunc pro tunc to
September 19, 2005.

The parties have entered into an addendum to E&Y's Engagement
Letter, dated September 12, 2005.

According to Kerry A. Shiba, E&Y's vice president and chief
financial officer, the additional services will be divided into
two phases.

In Phase I, the firm will work collaboratively with the Debtors to
co-develop a strategy to seek a favorable interpretation from the
Washington Department of Revenue that the Debtors are qualified
for aerospace incentives.

Upon completion of the tentative work in Phase I, the firm will
take these action steps in Phase II:

    1. Research and analyze the applicable Washington statutes,
       regulations, and legislative history to develop the
       position that the Debtors qualify for the aerospace
       incentives;

    2. Review and evaluate the Debtors' efforts to secure support
       for its position, including that of other consultants;

    3. Review the Federal Aviation Association certification
       process on aerospace parts and airframes and determine how
       that process pertains to the Debtors' products;

    4. Meet with key industry members and associations to discuss
       the Washington Department of Revenue's implementation of
       the aerospace incentive legislation;

    5. Meet with government and elected officials to discuss their
       view of the aerospace legislation, and determine what, if
       any, support is available from these officials for the
       Debtors' position in their discussions with the Washington
       Department of Revenue;

    6. Prepare memoranda, position papers and correspondence in
       support of the Debtors' position;

    7. Meet with the Washington Department of Revenue and present
       the Debtors' position to tax policy decision makers;

    8. If appropriate, prepare and submit a request for a formal
       binding ruling from the Washington Department of Revenue
       that the Debtors qualify for the aerospace incentives;
       and

    9. Prepare and submit any applications and refund claims for
       aerospace incentives that the Debtors qualify for on a
       retroactive basis.

The Debtors will pay E&Y in accordance with its agreed-upon
discounted hourly rates:

        Professional                            Hourly Rates
        ------------                            ------------
        Partners, Principals and Directors       $462 - $616
        Senior Managers                          $369 - $545
        Managers                                 $270 - $413
        Seniors                                  $187 - $330
        Staff                                    $154 - $209

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that the additional services
to be provided by E&Y are necessary to assist the Debtors in
managing their tax liabilities in Washington.

Ms. Newmarch emphasizes that E&Y is well qualified to provide the
additional services.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KENNETH MEAD: Section 341(a) Meeting Slated for November 29
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Kenneth
H. Mead's creditors at 1:00 p.m., on Nov. 29, 2005, at 300 North
Hogan Street, Suite 1-200, Jacksonville, Florida 32202.  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 Ocala, Florida, Kenneth H. Mead filed for chapter
11 protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-
13930).  Ronald Bergwerk, Esq., at the Law Offices of Ronald
Bergwerk represents the Debtor in his restructuring efforts.  When
the Debtor filed for protection from his creditors, he listed
estimated assets and debts of more than $100 million.


KEY ENERGY: Asks Senior Lenders to Raise CapEx Limit Covenant
-------------------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS), is seeking a
waiver under its $547.25 million Senior Credit Facility to
increase the limit on capital expenditures allowed under the
Facility.

As a result of strong customer demand, the Company is seeking an
increase in the amount of capital expenditures permitted under the
$547.25 million Senior Credit Facility.  Under the Facility, the
Company is currently limited to annual capital expenditures of
$150 million.

The Company is requesting an increase to:

    * $175 million for 2005, and
    * $200 million for 2006.

Although the Company's current 2005 and 2006 capital expenditure
budgets are $150 million for each year, the Company is seeking
flexibility to support additional investments in the Company's
well service, pressure pumping, rental tool, trucking and wireline
services as well as to provide flexibility for potential
international projects in 2006.  The Company anticipates that cash
flow from operations will be sufficient to support its capital
expenditure program.  The Company has made a formal waiver request
to the lenders under the $547.25 million Senior Credit Facility
and a decision is expected in early November.  The Company's
request for waiver of the capital expenditure covenant is
unrelated to the pending restatement process.

Key Energy Services, Inc., is the world's largest rig-based well
service company. The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services. The Company has
operations in essentially all major onshore oil and gas producing
regions of the continental United States and internationally in
Argentina.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B-' corporate credit rating on Key Energy
Services Inc. to developing from negative.

As reported in the Troubled Company Reporter on June 17, 2005,
Moody's Investors Service continues to leave Key Energy Services'
ratings on review for downgrade pending the filing of its 2003,
2004 and 2005 financial statements.  Though receiving a notice of
default on June 7, 2005, from the trustees on behalf of both the
6.375% and the 8.375% noteholders, Moody's is currently not taking
any ratings action as the company has procured a commitment for a
new financing package from Lehman Brothers which, combined with
the company's cash balances, appears sufficient to refinance
essentially all of Key's existing debt.

The notice of default stems from the company not meeting its
recent waiver from the bondholders and bank lenders to file its
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,
the company now has 60 days to cure the default (by Aug. 5, 2005,
at which time the trustee or 25% of each class of noteholders will
have the right to accelerate each series of notes).


KMART CORP: Philip Morris & HNB Slam Move on Multi-Million Claims
-----------------------------------------------------------------
Philip Morris Capital Corporation and HNB Investment Corp. assert
that Kmart Corporation's proposal to amend its objections to their
Claims is inappropriate.

Jeremy C. Kleinman, Esq., at Quarles & Brady LLP, in Chicago,
Illinois, argues that allowing Kmart to amend its Objections two
years after the Claims were filed and 19 months after the
Objection Deadline is inexcusable and prejudicial at this late
stage of the bankruptcy proceedings.

Mr. Kleinman says that for over two years after they filed their
Claims, the Claimants have been forced to wait for the opportunity
to litigate the merits of their claims and the timely filed
objections.  During the two-year period, the Claimants have
watched the value of the shares of Kmart Holding Company stock,
and now Sears Holding Company stock, ascend to heights at
$161.30 per share, only to see this stock subsequently shed over
20% of its value.  Millions of shares have been distributed to
creditors, providing each with 85% of the allotted shares to be
received on account of their claims.  These creditors have been
free to protect themselves from risk associated with the market
forces controlling the distributions.  The Claimants, however,
have been without the ability to do so while their Claims remain
disputed.

By the very terms of its own Plan, Kmart sought and was granted
270 days to craft its objections to the Claims.  PMCC and HNB,
therefore, should not be subjected to further delay as a result of
Kmart's determination, after almost two years of inattentiveness
and undue delay, to examine the Claims in an effort to
substantiate additional objections, Mr. Kleinman contends.

                     Kmart Defends Request

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum,
Perlman & Nagelberg LLP, notes that Rule 15 of the Federal Rules
of Civil Procedure applies to the contested matter.  Pursuant to
Rule 15, the U.S. Bankruptcy Court for the Northern District of
Illinois needs to resolve questions on:

   (1) whether Kmart should be granted leave to amend to assert
       the application of the Section 502(b)(6) cap to each of
       the claims;

   (2) whether it is necessary to amend Kmart's claims objection
       to assert that the claims are "overstated," or whether, as
       Kmart argued in it motion, the demonstration of the
       correctness of its damages model is part of the Claimants'
       case -- not an "affirmative defense" that must even be
       pled in response to the  proof of claim; and

   (3) whether Kmart should be granted leave to amend its
       objection if "overstated" must be "pled" as if it were an
       affirmative defense.

Mr. Barrett contends that the Court should allow Kmart to amend
the Objections because the damages actually suffered by the
Claimants are in an amount less than those asserted in the proofs
of claim and the Claimants' associated damages model.  Moreover,
the cap on damages stated in Section 502(b)(6) of the Bankruptcy
Code applies to the Claims.

As previously reported in the Troubled Company Reporter on
Septermber 6, 2005, Philip Morris Capital Corporation and HNB
Investment Corporation filed 11 claims against Kmart Corporation:

  Claim No.   Store No.  Location                   Claim Amount
  ---------   ---------  ----------                 ------------
    42208       4759     LaFayette, Georgia           $2,324,291
    42209       4923     Amsterdam, New York           5,540,007
    42289       7609     Highland, California          3,425,048
    42290       7564     Mission Viejo, California     5,170,273
    42291       3974     Fresno, California            6,995,687
    42292       7704     Mankato, Minnesota            3,192,290
    50110       4941     San Antonio, Texas           13,113,196
    50111       4931     Sherman, Texas               13,666,752
    50112       7700     Hilliard, Ohio                8,636,041
    50113       4948     Waco, Texas                  16,847,716
    50863         -      -                            21,250,840

Kmart objected to certain PMCC and HNB Claims.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, explains that the contested
matter arises out of various sale and leaseback transactions under
which Kmart sold stores to PMCC and HNB, then leased back the
stores from them.

PMCC and HNB financed their acquisition of the Kmart properties by
selling notes to various lenders that were governed by noted
indentures entered into with the Bank of New York as indenture
trustee.  PMCC and HNB anticipated receiving a certain return of
investment as well as receiving various tax benefits.

Because of Kmart's rejection of the agreements, PMCC and HNB
surrendered the properties to the note holders by tendering deeds
in lieu of foreclosure to the indenture trustee.  PMCC and HNB
were unable to enjoy the expected economic return.

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)


KMART CORP: Withdraws Motion for Further Pleadings on GPS Claims
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 2, 2005, Global Property Services, Inc., filed Claim No.
2261 against Kmart Corporation on account of amounts owed on
prepetition invoices.  A year later, GPS filed an administrative
expense claim, Claim No. 53441, for postpetition invoices.  GPS
also asserted Claim No. 53442 against Kmart for unliquidated
damages due to breach of contract and tortious misconduct.

On September 10, 2003, GPS filed Claim No. 56747, which purports
to amend Claim No. 53441.

Kmart filed its 19th Omnibus Objection to Claims, which sought to
disallow the GPS Claims, among others.  Kmart asserted that the
GPS Claims had either been paid in full or that Kmart has no
liability and, therefore, the GPS Claims have no merit.

GPS opposed Kmart's contention.

On April 19, 2005, the U.S. Bankruptcy Court for the Northern
District of Illinois entered a pre-trial scheduling order with
respect to the GPS Claims and Kmart's Objection.  Consequently,
Kmart and GPS have commenced extensive discovery.  In addition,
GPS provided Kmart with a supplemental statement of its claims.

Kmart asks Judge Sonderby to require the parties to submit further
pleadings that spell out in reasonable detail the claims and
objections involved in the contested matter.

                  GPS Files Statement of Claims

Global Property Services, Inc., provided white and green services
for Kmart Corporation before the Petition Date.  GPS explains that
white and green services are the landscaping, parking lot
sweeping, and snow removal services that keep a business
accessible and pleasant to visit.  GPS provides these services by
subcontracting to service providers who are directed and managed
by the company.

David A. Newby, Esq., at Johnson & Newby, LLC, in Chicago,
Illinois, relates that through Kmart's series of promises and
other inducements, GPS became the preferred national supplier for
Kmart after the Petition Date and was to become the exclusive
supplier.  However, Kmart breached various agreements with GPS,
tortuously interfered with GPS' contracts, and defamed GPS to
other stores within its network, as well as to GPS' contracting
partners and service providers.

Because of these activities, which Kmart undertook with a
calculated purpose to take for itself the profits that GPS had
earned through its own efforts, Kmart is liable to GPS for money
damages, Mr. Newby asserts.

Mr. Newby says that Kmart requested from GPS an audit under the
guise of ensuring proper billing.  GPS initially balked at this
request, particularly as Kmart specifically asked GPS for
confidential information related to subcontractor pricing.

Mr. Newby explains that GPS had invested significant amounts of
time and money negotiating its prices with its subcontractors.  
The information that Kmart was asking for was the fruit of GPS'
long labor and, if used in contravention of the parties'
agreement, could result in significant long-term losses to GPS.

To protect its proprietary information, GPS insisted that Kmart
sign an Audit Disclosure and Confidentiality Acknowledgment as a
condition precedent to the audit.  After reviewing the Audit
Agreement, Kmart agreed to the terms requested by GPS.  Kmart
particularly agreed that:

   (a) all information that GPS provides to Kmart will be treated
       as strictly confidential and GPS' proprietary information
       and will only be used in conjunction with Kmart's audit of
       GPS by Kmart's Audit Services Department;

   (b) any of the Confidential Information disclosed is to be
       used for the sole purpose of enabling the parties to
       confirm the accuracy of the information requested by and
       reported to Kmart;

   (c) Kmart will not acquire any right or interest in or to
       Confidential Information disclosed by GPS;

   (d) Kmart will restrict dissemination of GPS's Confidential
       Information only to those individuals who must be directly
       involved in evaluating the Confidential Information; and

   (e) failure to adhere to the obligations and agreements set
       out in the Agreement may result in irreparable injury to
       GPS.  Accordingly, in addition to remedies otherwise
       available at law and equity, any and all obligations may
       be enforced by suit, restraining order, and injunction.

Moreover, GPS and its contractors and subcontractors have entered
into various agreements, which provide, among other things, that:

   * the Contractors will not compete with GPS or will otherwise
     only provide services to Kmart by and through GPS; and

   * Kmart agrees that it will not contract with, directly or
     indirectly, Contractors or otherwise interfere with GPS'
     contractors or agreements.

Pursuant to the Audit Agreement, Kmart also promised to provide
GPS with a detailed report on the results of its audit.

However, according to Mr. Newby, Kmart contacted GPS' service
providers directly and told them that to continue servicing Kmart
stores, they must provide their services to Kmart at the same
price they currently provide to GPS and bill those services
directly to Kmart.

GPS' owner and president, Tom Brock, complained to Kmart about its
actions.  Mr. Newby recounts that Kmart responded to Mr. Brock's
concerns by disparaging GPS and its services.

In an e-mail from Bill Ellis of Kmart on April 22, 2003, store
managers were told that GPS "may have misrepresented their
business relationship with KRC in an attempt to gain business from
the store base (landscaping, parking lot sweeping, snowplowing,
etc.)" and "nor would we recommend the use of Global Property
Services based on our view of their past and current business
practices."

"Since that day, Kmart has continued inducing GPS subcontractors
to breach their contracts with GPS so that Kmart can contract
directly with those subcontractors," Mr. Newby tells the Court.

Mr. Newby contends that Kmart's actions in inducing GPS'
subcontractors to breach their contracts interfered with GPS'
business relationships and expectancies, causing GPS to lose
extensive amounts of profits and rendering GPS' past expenditures
in support of those subcontractors useless.

As a direct and proximate result of Kmart's wrongful conduct, GPS
has suffered substantial economic injury, loss of good will, harm
to its business reputation, loss of esteem and standing in the
community, and loss of business opportunities, Mr. Newby asserts.

GPS wants the Court to enter a judgment for monetary damages
against Kmart.  GPS further requests payment of costs, attorney's
fees, interest, and punitive damages to the extent permitted by
law.

              Parties File Joint Pre-trial Statement

On October 4, 2005, Kmart and GPS filed a joint pre-trial
statement in which they stipulated:

   (a) on certain rules under the Federal Rules of Bankruptcy
       Procedure that will apply to GPS' Claim No. 53442;

   (b) that all discovery previously issued by each party will be
       deemed to be initial disclosures under Rule 26(a) of the
       Federal Rules of Civil Procedure, and that the parties
       will supplement their responses to the discovery; and

   (c) the stipulation will not be deemed to nullify the
       evidentiary effect of the burdens of proof with respect to
       GPS' Claims under Rule 3001 of the Federal Rules of
       Bankruptcy Procedure.

Judge Sonderby approves the Stipulation.  Kmart withdraws its
request for further pleadings to identify issues on GPS' Claims.

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)


KNOLL INC: Earns $8.2 Million of Net Income in Third Quarter
------------------------------------------------------------
Knoll, Inc. (NYSE: KNL), reported results for the third quarter
ended September 30, 2005.

Net sales were $209.3 million for the quarter, an increase
of 15.4% from third quarter 2004.  Operating income was
$26.3 million, an increase of 24.1% from the third quarter 2004,
while net income was $8.2 million, an increase of 36.7% over the
third quarter 2004, and adjusted earnings per share was
$0.25 compared to $0.20 per share in the prior year.

Andrew Cogan, Chief Executive Officer, stated, "We are very
pleased by the strong double digit growth in backlog, sales,
operating profits, net income and adjusted EPS that we delivered
in the third quarter.  Not only were we able to grow our top line
faster than the industry but we were able to continue to expand
our industry leading operating margins in spite of additional
inflationary and foreign exchange pressures."

"Across the board our growth strategies are yielding results and
we are particularly heartened by the number of large project
awards we have won and anticipate booking in the fourth quarter of
this year and shipping out in the first half of 2006.  As a result
we expect backlog to end the year up approximately 20% over prior
year - the highest level in over 4 1/2 years.  I want to
congratulate and thank our associates and dealers on this strong
performance."

                     2005 Financial Results

Net sales for the quarter were $209.3 million, reflecting
year-over-year growth of 15.4%.  Approximately $3.7 million of the
$27.9 million increase was attributable to additional revenues
realized from price increases with the remainder due to higher
volume as the Company's growth initiatives take hold and industry
growth continues.  Backlog of unfilled orders at Sept. 30, 2005,
increased $11.6 million or 10.2% versus the prior year.

Gross margin for the quarter was $71.4 million, an increase of
$8.4 million or 13.3%, over the same period in 2004.  As a
percentage of sales, gross margin declined to 34.1% from 34.7% in
the same quarter of 2004.  The decrease from the third quarter of
2004 largely resulted from the appreciation of the Canadian
dollar, which had the effect of decreasing gross margin by
approximately $1.9 million related to higher product costs
compared to the third quarter of 2004.  For the most part the
Company was able to offset increased material and transportation
costs through price realization, continuous improvement and global
sourcing initiatives.  Without the appreciation of the Canadian
dollar gross margins would have increased on a year over year
basis.  Third quarter 2005 gross margins also include $200,000 of
restructuring charges related to the exiting of one of our leased
facilities in Canada concurrent with the expiration of the lease.   
Total pre-tax restructuring charges for the year are expected to
approximate $800,000 as the operations in this facility are moved
into our main manufacturing location by the end of the year.

Operating expenses for the quarter were $45.1 million, or 21.6% of
sales, compared to $41.8 million, or 23.0% of sales for third
quarter of 2004.  Third quarter 2005 operating expenses include
approximately $1 million of stock based compensation costs related
to restricted stock grants and approximately $1 million of
additional costs as a result of operating as a public company.   
Third quarter 2004 operating expenses included approximately
$600,000 of costs associated with our 2004 initial public
offering.

Operating income for the quarter was $26.3 million, an increase of
$5.1 million, or 24.1%, from operating income of $21.2 million for
third quarter 2004.  As a percentage of sales, operating income
increased to 12.6% for third quarter 2005 from 11.7% for third
quarter 2004.

Net income for third quarter 2005 was $8.2 million, or $0.15 per
share including special charges, non-recurring items and stock
based compensation as compared to $6.0 million or $0.12 per share
for the same quarter in 2004.  Third quarter 2005 net income
benefited from a lower effective tax rate due to the mix of pretax
income in the countries in which we operate but was negatively
impacted by increased interest expense as a result of higher
interest rates.  One-time charges in the third quarter 2005
included $3.1 million in additional taxes as a result of our
Canadian earnings repatriation of $45 million pursuant to the
American Jobs Creation Act.  The 2004 third quarter net income
included $1.5 million after tax write-off of deferred financing
costs related to the refinancing of a previously existing credit
facility on September 30, 2004.  In addition, both quarter's net
income is negatively impacted by $1.5 million of foreign currency
charges as a result of the strengthening of the Canadian dollar
and the remeasurement of the Company's intercompany balance with
its Canadian subsidiary.

Cash flow from operations for the third quarter totaled
$18.7 million, an increase of $7.1 million or 61.2% from the same
period last year.  The Company repaid $22.1 million of debt in the
quarter, $11.4 million from operations and $10.7 million from the
proceeds received from the exercise of stock options in the
quarter.

Barry McCabe, Knoll's CFO noted, "Year to date we have now paid
down approximately $59 million of debt and our bank debt has been
reduced to $333 million.  We are very pleased to have closed on
our new $450 million credit facility which will reduce our
borrowing costs and give us more financial flexibility.  The new
facility will allow us to increase our quarterly dividends to
$0.10 per share, returning more cash to our shareholders.  In
addition our new stock repurchase program, using option proceeds
to buy back shares, approved in August will also enhance
shareholder value."

                     Fourth Quarter Outlook

As a result of completing the Company's amended credit facility,
which was announced on October 3, 2005, the Company expects to
incur approximately $1 million of costs related to putting the new
facility in place and to write-off approximately $3.7 million of
deferred financing fees related to the old facility.  In addition,
as discussed above, an additional $600,000 of estimated
restructuring charges are expected to be incurred related to the
consolidation of one our Canadian leased facilities.  The Company
will also incur approximately $1 million of stock based
compensation costs related to restricted stock grants.

The Company stated that it expects fourth quarter 2005 revenue to
be in the $206 to $211 million range, an increase of 7% - 9% from
the fourth quarter of 2004.  

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
designs and manufactures branded office furniture products and
textiles, serves clients worldwide.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its '3' recovery rating to Knoll Inc.'s proposed $450 million
senior secured credit facilities, indicating that lenders can
expect meaningful recovery of principal (50% to 80%) in the event
of payment default.  These ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

In addition, Moody's Investors Service assigned a Ba3 rating to
the Company's $450 million senior secured credit facility, which
is comprised of a revolver and a term loan.  At the same time,
Moody's affirmed Knoll's corporate family rating at Ba3.  Moody's
said the ratings outlook is stable.  Moody's will withdraw its
ratings on Knoll's $425 million senior secured term loan and $75
million revolver upon the closing of the new secured credit
facility.


LA QUINTA: Fitch Puts BB- Rating on Senior Unsecured Notes
----------------------------------------------------------
Fitch Ratings has affirmed La Quinta Corp.'s issuer default rating
at 'BB-', its senior unsecured notes at 'BB-', and its preferred
stock at 'B'.  Additionally, Fitch has assigned a 'BB' rating to
the senior secured credit facility. The Rating Outlook has been
revised to Positive from Stable.

The one notch difference in the rating of the senior secured
credit facility and the IDR is due to the guarantee provided to
the credit lenders by La Quinta Corp.'s subsidiaries.  
Additionally, the credit facility has a stronger covenant package
than any of the senior unsecured notes, which are currently rated
'BB-'.

La Quinta's ratings reflect the company's solid market position as
a leading limited service lodging provider, its high quality asset
portfolio, an improved credit profile, robust lodging
fundamentals, and Fitch's expectation for a strong 2006.

Also considered is management's strong track record of executing
on operational goals.  Management has delivered on its stated
goals to divest the health care assets completed fourth quarter
2002, launch a successful franchise program, upgrade assets to
improve future performance, and expand its hotel system through
strategic acquisitions.

Rating concerns include expanded capital expenditures in the near
term, acquisition risk, and pricing transparency due to
proliferation of information on the internet and expansion of
third party sellers.

La Quinta's credit profile has improved over the latest 12 months
due to stronger cash flow.  As of June 30, 2005, LTM
EBITDA/interest exceeded 3.0 times, lease adjusted debt/EBITDA was
under 4.5x, and free cash flow -- cash flow from operations
less capital expenditures less dividends -- was greater than
$50 million.  EBITDA during this period was $218 million,
significantly greater than the same period one year earlier due to
the acquisition of Marcus Corporation's limited service business,
the increased number of franchised hotels, and an improved lodging
environment.

The lodging environment continues to improve as indicated by La
Quinta's RevPAR, which advanced 8% in 2004 and is expected to rise
by a similar percentage in 2005.  Furthermore, the outlook for
2006 is optimistic due to expected GDP growth of more than 3%,
which should lead to increased demand for hotels from business,
group and leisure segments.

Meanwhile, supply of new hotels is expected to be limited for the
next several years with only 1%-2% of new supply per year.  The
combination of higher average daily rates and higher occupancy
rates should contribute to year over year RevPAR growth in the
upper single digits in 2006.

The Positive Outlook is based on the expectation that La Quinta
will continue to benefit from the improving industry fundamentals,
maintain a disciplined growth strategy, and gradually strengthen
its balance sheet.  In the third quarter, $116 million of debt was
repaid, which should leave the company with about $809 million of
total debt.  The company has $20 million of debt maturing in 2006
and $210 million of debt due in 2007.

Fitch expects a portion of the debt due in 2007 to be refinanced.  
Following the $165 million equity offering in May 2005, La
Quinta's liquidity is strong with more than $296 million of cash
on hand and $130 million of availability through its revolver as
of June 30, 2005.

La Quinta Corporation is one of the largest owner/operators of
limited-service hotels in the United States, with over 64,000
rooms system wide.  At June 30, 2005, La Quinta owned 362 hotels
and 45,194 rooms.  It franchised or managed 230 hotels and 19,202
rooms.  Franchise fee made up less than 5% of revenue.


LEVITZ HOME: Wants Court Okay to Hire AlixPartners as Consultants
-----------------------------------------------------------------          
Levitz Home Furnishings, Inc., and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Southern District of New York's
permission to employ AlixPartners, LLC, to provide special
operational and financial advisory and bankruptcy consulting
services in their Chapter 11 cases.

The Debtors have determined that the size of their business
operations and the complexity of the financial difficulties
attendant upon operations of the scope require them to employ
experienced professionals to render advisory and consulting
services in connection with their bankruptcy cases.

Richard H. Engman, Esq., at Jones Day, in New York, relates that
AlixPartners is well qualified to serve as the Debtors'
bankruptcy consultant and special financial advisor.

AlixPartners is a leading corporate restructuring advisor, which
has a wealth of experience in providing services in Chapter 11
cases and has an excellent reputation for services it has
rendered on behalf of debtors in cases throughout the United
States.

Pursuant to an agreement dated October 1, 2005, effective on the
Debtors' bankruptcy petition date, AlixPartners agrees to:

    -- analyze cash sources and identify potential additional
       sources of cash;

    -- review the status of product in the supply chain and in
       inventory;

    -- assess the relationship of Levitz Home Furnishings, Inc.
       with its key vendors;

    -- review the restructuring/business plan of Levitz and
       provide Levitz and others, as Levitz may direct,
       AlixPartners' assessment thereof;

    -- review the borrowing base and collateral reporting of
       Levitz;

    -- assist Levitz in supporting the due diligence and other
       activities of its current and prospective lenders in
       evaluating Levitz and its requests for financing;

    -- assist management to improve Levitz's net cash position;

    -- assist Levitz in reviewing and updating existing
       alternative strategy plans, if requested;

    -- develop, with management and other advisors to Levitz,
       contingency plans and financial alternatives in the event
       an out-of-court restructuring cannot be achieved;

    -- assist in the preparation of documents and the
       implementation of procedures related to the filing and
       subsequent administration of a bankruptcy petition
       including claims management and reconciliation procedures;
       and

    -- provide  other assistance as may be requested and is
       within AlixPartners' expertise to support.

The Debtors will pay AlixPartners in accordance with its hourly
rates:

             Professional                       Hourly Rate
             ------------                       -----------
             Managing Directors                 $570 - $690
             Directors                          $430 - $530
             Vice Presidents                    $320 - $410
             Associates                         $250 - $280
             Analysts                           $180 - $200
             Paraprofessionals                      $150

During the first two weeks of this assignment, AlixPartners
agrees to cap its hourly fees at a maximum of $150,000.

AlixPartners will also bill the Debtors for reasonable expenses
in connection with the services provided.

AlixPartners has provided certain restructuring advisory services
to the Debtors since October 1, 2005.  Before the Petition Date,
the Debtors paid AlixPartners $150,000 by wire transfer for fees
and expenses since October 1, 2005.  The amount was offset
against the retainer, leaving a balance of $23,160, which will be
held by AlixPartners as a postpetition retainer.

The Debtors do not anticipate any duplication in the services
provided by AlixPartners and The Blackstone Group, L.P., given
their well-defined roles.  Regardless, AlixPartners and
Blackstone will make every effort to function cohesively to
ensure that services provided to the Debtors by each firm are not
duplicative.

Edward J. Stenger, managing director at AlixPartners, assures the
Court that the firm is a "disinterested person" under Section
101(14) of the Bankruptcy Code.  

Mr. Stenger discloses that Jay Alix, a managing director at
AlixPartners, is also the president and CEO of Questor Management
Company, LLC, the entity that manages the equity funds Questor
Partners Fund, L.P., and Questor Partners Fund, L.P. II.  
Mr. Alix and other officers at AlixPartners have interests in
QPT I, and QPT II.

In addition, a "Confidential Client", a director/officer
affiliated company to the Debtors, was a former AlixPartners or
APS client in matters unrelated to the Debtors.  The Client was a
customer of a former QPF II portfolio firm.

Moreover, AlixPartners has transacted with various parties-in-
interest in matters unrelated to the Debtors:

    -- A.T. Kearney,
    -- Bank of America,
    -- Bank of New York,
    -- Bear Steams,  
    -- The Blackstone Group,  
    -- The CIT Group and affiliates,  
    -- Deutsche Bank,
    -- First Unum Life Insurance Company,
    -- Fleet Bank
    -- Goldman Sachs,
    -- Jefferies & Company,
    -- JPMorgan Chase,
    -- Jones Day,
    -- Morgan Stanley,
    -- Sullivan & Cromwell,
    -- UBS AG,
    -- Wells Fargo,
    -- American Insurance Group/National Union Fire Insurance,
    -- St. Paul Travelers Companies and affiliates,
    -- General Electric Capital,
    -- HSBC Group, and
    -- Ableco Finance.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Wants Court OK to Hire ADA as Disposition Advisors
---------------------------------------------------------------          
Levitz Home Furnishings, Inc., and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Southern District of New York's
consent to employ Asset Disposition Advisors, LLC, as advisors and
consultants in connection with the disposition and sale of certain
of their assets, particularly their inventory and trade fixtures
in certain locations designated for closure.

Richard H. Engman, Esq., at Jones Day, in New York, relates that
the Debtors have selected ADA because the firm has developed an
expertise in the matters that will significantly enhance the
value recovered for the Debtors' assets designated for
disposition through the conduct of strategic store closings,
including, but not limited to, its inventory, trade fixtures and
other personal property.

Mr. Engman adds that ADA is familiar with the retail businesses
generally, and the Debtors' business operations specifically, and
is well regarded and a leader in the distressed asset acquisition
and disposition field.

Pursuant to an Engagement Agreement, dated October 3, 2005, ADA
will:

   (a) perform or advise the Debtors regarding the disposition of
       selected non-core business assets, including designated
       store location inventory, furniture, fixtures and
       equipment:

          -- review and advise with respect to issues associated
             with any planned store closures, including, but not
             limited to, evaluation and consultation with the
             Debtors with regard to real estate disposition
             efforts and activities, or with respect to the
             engagement and activities of the real estate
             disposition consultants as may be engaged by the
             Debtors;

          -- review and advise with respect to the timing and
             coordination of any planned store closures; and

          -- review and advise the Debtors with respect to the
             cash flow implications and needs associated with any
             strategic store closing program.

   (b) identify and contact proposed purchasers of select
       business operations or assets, including stores selected
       for closure:

          -- assist the Debtors in connection with the
             preparation of bid information or financial data
             packages and proposed sale or agency agreements
             which would be delivered to interested parties upon
             their execution and delivery of a satisfactory
             confidentiality agreement;

          -- upon receipt of the initial proposals from
             interested parties, ADA would assist and advise the
             Debtors in (i) selecting and negotiating a "stalking
             horse" proposals, and (ii) negotiating definitive
             agreements and related documentation concerning the
             proposals;

          -- following identification and documentation of the
             Stalking Horse Agreement, ADA would then work with
             the Debtors to organize and conduct one or more
             orderly auction processes under procedures and a
             timeline commensurate with the then prevailing
             restructuring environment;

          -- work with the Debtors in connection with the
             preparation of the closing locations for the
             physical inventory taking, and attend, observe and
             supervise the same, as appropriate, and the
             valuation of inventory in connection therewith;

          -- monitor the conduct and results of any third party
             selected to sell or otherwise dispose of any
             inventory or other assets in any closing location;

          -- assist the Debtors in coordinating activities of any
             third party selected to sell or otherwise dispose of
             any inventory or other assets in any closing
             location with third parties affected by the sale,
             including, but not limited to, states' attorneys
             general; and

          -- assist the Debtors in the reconciliation of the
             physical inventory process.

   (c) review value and inspect the Debtors' assets, including,
       but not limited to inventory, operating leases and fixed
       assets.

   (d) work in conjunction with the Debtors and the Debtors'   
       other retained advisors as to the evaluation, valuation,
       and, where appropriate, disposition of certain of the
       Debtors' leasehold interests or fee owned properties.

   (e) attend meetings, as requested, with the Debtors, its
       lenders, any official or unofficial committee of creditors
       that may be appointed, potential investors, and other
       parties-in-interest.

Paul Traub and Barry Gold, principals at ADA, will be primarily
responsible for the work performed by ADA in the Debtors'
bankruptcy cases.  

The Debtors will pay ADA in accordance with its hourly rates:

             Professional                       Hourly Rate
             ------------                       -----------
             Paul Traub                            $825
             Barry Gold                            $550
             Senior Consultants                 $500 - $540
             Junior Consultants                 $395 - $265
             Support Staff                       $90 - $165

In the event of a successful outcome in the engagement, ADA is
entitled to request a "success fee" in an amount to be agreed
upon by ADA and the Debtors.  The Debtors will also reimburse the
firm for actual and necessary out-of-pocket expenses.

Before the Petition Date, ADA rendered certain advisory services
to the Debtors, for which it received a retainer from the Debtors
totaling $90,000.  

Pursuant to an invoice dated October 10, 2005, ADA billed the
Debtors $86,533, against which it applied a portion of the
Retainer to its prepetition fees and expenses, leaving an
unapplied Retainer balance as at the Petition Date of $3,467.  
As a result, ADA is not owed any sums for services provided
prepetition.

Mr. Traub assures the Court that the principals or consultants at
ADA are "disinterested persons," as that term is defined in
Section 101(14) of the Bankruptcy Code.  He discloses that ADA
has in the past, or present, transacted with various parties-in-
interest in matters unrelated to the Debtors.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Gets Interim Okay to Hire Kurtzman as Claims Agent
---------------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates have
identified thousands of creditors, potential creditors, and other
parties-in-interest to whom certain notices, including notice of
the commencement of the Debtors' Chapter 11 cases, and voting
documents, must be sent.

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

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York 's permission to employ Kurtzman
Carson Consultants LLC as claims, noticing, and balloting agent.

Richard H. Engman, Esq., at Jones Day, in New York, relates
that Kurtzman has assisted and advised numerous Chapter 11
debtors in connection with noticing, claims administration and
reconciliation, and the administration of plan votes.  The
Debtors, therefore, believe that the firm is well qualified to
provide the services, expertise, consultation, and assistance
required in their Chapter 11 cases.

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

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

  (ii) streamline the claims administration process; and

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

Under a services agreement between the Debtors and Kurtzman dated
as of September 30, 2005, the firm will, among others:

   (a) assist in the preparation and filing of the Debtors'
       schedules of assets and liabilities and statement of
       financial affairs;

   (b) prepare and serve required notices in these Chapter 11
       cases, including:

       (1) a notice of the commencement of these cases and the
           initial meeting of creditors under Section 341(a) of
           the Bankruptcy Code;

       (2) a notice of the claims bar date;

       (3) notices of objections to claims;

       (4) notices of hearings on a disclosure statement and
           confirmation of a plan of reorganization;

       (5) other miscellaneous notices as the Debtors or the
           Court may deem necessary or appropriate for an orderly
           administration of these Chapter 11 cases; and
   
       (6) assisting with the publication of required notices,
           as necessary;

   (c) file with the Clerk an affidavit or certificate of service
       with a copy of the notice, an alphabetical list of persons
       with their addresses to whom it was served, and the date
       the notice was served and the manner of service, within
       five days of service;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

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

        -- the claim number assigned;

        -- the date received;

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

        -- the asserted amount and classification of the claim;

   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (g) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (h) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make  
       the list available to the Clerk's Office or any party-in
       interest upon request;

   (i) provide access to the public for examination of copies of  
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (j) create and maintain a public access Web site containing
       pertinent case information and allowing access to certain
       documents filed in the Debtors' Chapter 11 cases;

   (k) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfers to the extent required by Rule
       3001(e);

   (l) assist the Debtors in the reconciliation and resolution of
       claims;

   (m) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders,
       and other requirements;

   (n) provide temporary employees to process claims, as
       necessary;

   (o) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe;

   (p) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots on a daily basis; and

   (q) provide other claims processing, noticing, balloting, and
       related administrative Services as may be requested from
       time to time by the Debtors.
  
Kurtzman will charge the Debtors for its services, expenses and
supplies in accordance with its existing Fee Structure.  The firm
will also bill the Debtors for reasonable expenses for
transportation, lodging, meals and related items.

Kurtzman will receive a $25,000 "evergreen retainer," which will
not be segregated in a separate account, and will be held in
trust by the firm until the end of the Debtors' cases to secure
timely payment of its fees.

If any of the Debtors' cases are converted to Chapter 7, Kurtzman
will continue to be paid in accordance with 28 U.S.C. Section
156(c).

Christopher R. Schepper, chief operating officer of Kurtzman,
assures the Court that the firm:

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

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

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

The Court grants interim approval to the Debtors' Application.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIDO ISLAND: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lido Island Apartments, LLC
        1330 South Highway 160, Suite 9
        Pahrump, Nevada 89048

Bankruptcy Case No.: 05-28179

Chapter 11 Petition Date: October 27, 2005

Court: District of Nevada (Las Vegas)

Debtor's Counsel: David Kimball, Esq.
                  520 South 6th Street
                  Las Vegas, Nevada 89101
                  Tel: (702) 262-0234
                  Fax: (702) 262-0230

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Betty Cramblet                   60 West Eaton           $90,000
140 East Cash Avenue             Pahrump, NV 89060
Pahrump, NV 89048

26C, LLC                         1330 S. Highway         $60,000
1304 North Highland Avenue       Pahrump, NV 89041
Suite 201
Los Angeles, CA 90028

Yiee, Jong, et al.               1330 S. Highway         $50,000
P.O. Box 28624                   Pahrump, NV 89041
Las Vegas, NV 89126

Sonja Lande-Ratterree            40 West Eaton           $40,000
50 Murphy Street                 Pahrump, NV 89060
Pahrump, NV 89060

Cosbey Watson                    1330 S. Highway         $36,000
P.O. Box 747                     Pahrump, NV 89041
Pahrump, NV 89041

26C, LLC                         1330 S. Highway         $30,000
1304 North Highland Avenue       Pahrump, NV 89041
Suite 201
Los Angeles, CA 90028

Showplace Galleries              Lease                    $2,700
1330 South Highway 160, Suite 2
Pahrump, NV 89048

Utilities Inc. Central Nevada    Utilities                $2,649
1240 East State Avenue, Suite 115
Pahrump, NV 89048

Archies                          Lease                      $870
1330 South Highway 160, Suite 1
Pahrump, NV 89048

Exotica Bookstore                Lease                      $770
1330 South Highway 160, Suite 10
Pahrump, NV 89048

Pixey Nails                      Lease                      $760
1330 South Highway 160, Suite 6
Pahrump, NV 89048

Kung Fu                          Lease                      $300
1330 South Highway 160, Suite 11a
Pahrump, NV 89048

Pahrump RV Parts                 Lease                      $300
1330 South Highway 160, Suite 11
Pahrump, NV 89048

Gene Isaac                       Professional            Unknown
3967 Salisbury Plaza             Services
Las Vegas, NV 89121


LODGENET ENT: Sept. 30 Balance Sheet Upside-Down by $69 Million
---------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq:LNET) reported net
income for the first time since it became a public company and its
48th consecutive increase of comparative quarterly revenue.

For the three months ended Sept. 30, 2005, the company reported
$585,000 of net income, compared to a $3.5 million net loss in the
same period last year.  Revenue for the quarter was $74.1 million,
a 3.5% increase in comparison to the third quarter of 2004.   
LodgeNet also reported $13 million in net free cash flow for the
first nine months of 2005, as compared to $13.2 million during the
first nine months of 2004.

"In the third quarter, we continued to deliver on our strategic
financial goals - most notably reporting quarterly net income for
the first time in our public company history," said Scott C.
Petersen, LodgeNet President and CEO.  "Over the past several
years, we have focused on growing our core business while
simultaneously generating increasing levels of net free cash flow
and improved profitability metrics.  This focus is producing real,
tangible results."

At Sept. 30, 2005, the LodgeNet's balance sheet showed a
$69,021,000 stockholders' deficit, compared to a $72,118,000
deficit at Dec. 31, 2004.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com/--  
is the world's largest provider of interactive television and
broadband solutions to hotels, including resort and casino hotels,
throughout the United States and Canada as well as select
international markets.  These services include on-demand movies,
music and music videos, on-demand videogames, Internet on
television, and television on-demand programming, as well as
high-speed Internet access, all designed to serve the needs of the
lodging industry and the traveling public.  LodgeNet provides
service to more than one million interactive guest pay rooms and
serves more than 6,000 hotel properties worldwide.  LodgeNet
estimates that during 2004 approximately 275 million travelers had
access to LodgeNet's interactive television systems.  LodgeNet is
listed on NASDAQ and trades under the symbol LNET.


LONGYEAR HOLDINGS: S&P Puts Low-B Ratings on New $575M Lien Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '3' recovery rating to the proposed $500 million
first-lien term loan of Longyear Holdings Inc. maturing in 2012
and its 'B-' bank loan rating and '5' recovery rating to
Longyear's proposed $75 million second-lien term loan maturing in
2013.

The '3' recovery rating indicates our belief that lenders will
receive meaningful recovery of principal in the event of a payment
default.  The proposed $75 million second-lien term loan is rated
'B-', with a recovery rating of '5', indicating our belief that
lenders will receive negligible recovery of principal in the event
of a payment default.

The proceeds from these debt offerings together with $75 million
of cash on the balance sheet will be used to pay a $210 million
dividend to the equity holders and refinance the company's
existing $325 million first-lien term loan and the existing
$100 million second-lien term loan.

At the same time, Standard & Poor's lowered its recovery rating to
a '3' from a '2' on the company's existing $75 million revolving
credit facility due 2010 and affirmed its 'B+' bank loan rating.  
The revolving credit facility will share the same collateral with
the proposed $500 million first-lien term loan, similar to the
current arrangement where it shares the same collateral with the
existing $325 million first-lien term loan.  The additional
$175 million of first-lien debt applied against the same asset
base results in a lower recovery level.

Standard & Poor' also affirmed its 'B+' corporate credit rating on
Longyear.  The outlook is stable.

Longyear Holdings is highly leveraged, and debt levels will
increase by $150 million, to $575 million, as a result of the
proposed dividend recapitalization.

"We expect Longyear to benefit from robust mining activity due to
current high commodity prices.  We expect the company to reduce
some of its debt in the near term, given the favorable prospects
for commodity-based metals," said Standard & Poor's credit analyst
Dominick D'Ascoli.

"Ratings could be raised if the company reduces financial leverage
and establishes a commitment to a more conservative financial
policy.  A negative rating action could be
triggered by a precipitous decline during the next industry
downturn or if the company takes additional actions to reward its
shareholders that results in a weakening of its financial
profile."

Longyear is one of a few global drilling services companies in
this fragmented market, competing mostly against regional and
local contractors.

Upon the closing of the proposed dividend recapitalization,
Longyear is expected to have full availability on its $75 million
revolving credit facility maturing in 2010 and approximately
$12 million of cash.  There are no near-term maturities, and
amortization is only required on the first-lien term loan, at
1% per year.

S&P expects pension and postretirement funding to be
moderate.  Capital expenditures are limited under the credit
agreement to $54 million annually through 2007.


LUCENT TECHNOLOGIES: Fitch Lifts Ratings on $5.4-Bil Securities
---------------------------------------------------------------
Fitch Ratings has upgraded Lucent Technologies:

     -- Issuer default rating to 'BB-' from 'B';
     -- Senior unsecured debt to 'BB-' from 'B';
     -- Subordinated convertible debentures to 'B' from 'CCC+'
     -- Convertible trust preferred securities to 'B' from 'CCC+'.

Fitch has also withdrawn the 'R4' recovery rating for Lucent's
senior unsecured debt, along with the 'R6' recovery ratings for
the subordinated convertible debentures and convertible trust
preferred securities.  The Rating Outlook is Stable.  
Approximately $5.4 billion of securities are affected by Fitch's
action.

The rating upgrades reflect Lucent's continued improvement in
quarterly operating performance, strengthened credit protection
measures, and return to consistent profitability due to an
improved cost structure and industry environment.  The ratings are
also supported by Lucent's strengthened balance sheet, primarily
through management's focus on debt reduction, and manageable near-
term debt obligations.

While Fitch believes the wireless telecommunications equipment
market will be sluggish over the near-term and could possibly peak
in 2006 with further pressure expected from certain wireline
equipment segments, the Stable Rating Outlook is driven by Fitch's
belief that Lucent's ongoing operating and financial results will
be less volatile and the company will continue to
opportunistically reduce debt.

Ratings concerns center on Lucent's limited financial flexibility
as the company currently has no committed financial facilities and
relies on cash as its only source of liquidity, significant OPEB
and pension requirements although no significant pension
contributions should exist for the next two years given current
legislation, customer concentration in the wireless segment as
Verizon Wireless and Sprint-Nextel Corp. constitute the vast
majority of Lucent's wireless equipment sales, stronger
competition from foreign-based companies, and lack of significant
presence in higher growth markets such as India.

For the fiscal year ended Sept. 30, 2005, Lucent's total revenue
was $9.4 billion, compared to $9 billion and $8.5 billion for the
fiscal years 2004 and 2003, respectively.  EBITDA -- pre net
pension credit -- was approximately $1.2 billion for fiscal 2005
billion, compared to $1.1 billion in fiscal 2004, both substantial
improvements from break-even EBITDA achieved in fiscal 2003 as
Lucent has rationalized its cost structure and higher volume and
product mix have increased margins.

Consequently, Lucent's credit protection measures continue to
improve moderately due primarily to debt reduction and, to a
lesser extent, financial performance.  Leverage -- measured by
total debt/pre-pension EBITDA -- was approximately 4.6 times for
fiscal 2005 compared to 5.6x for fiscal 2004, while interest
coverage -- pre-pension EBITDA/interest incurred -- improved to
approximately 3.5x compared to 2.7x for the same time periods.  
Adjusted leverage was approximately 4.7x and considers operating
leases and partial equity credit for Lucent's convertible trust
preferred securities.  Fitch would expect the aforementioned
credit metrics to improve in the intermediate term from continued
debt reduction, balanced against flat profitability and minimal
free cash flow.

Total debt as of Sept. 30, 2005, was $5.4 billion, a decline of
$556 million from a year ago, and consisted primarily of:

     -- $3.8 billion of senior unsecured debt;
     -- $1.1 billion of convertible trust securities;
     -- $501 million of convertible subordinated debentures.

Assuming holders of the 8% convertible security exercise their
redemption rights, approximately 80% of Lucent's total debt
matures after 2010 and the nearest significant long-term debt
maturity occurs in 2006 when approximately $368 million of notes
are due.

Additionally, the 8% $501 million convertible subordinated
debentures are redeemable at the option of the holders on various
dates, the earliest of which is Aug. 2, 2007.  Lucent may satisfy
this obligation using cash, common stock, or a combination of
both and the company also has the right to call this debt on
Aug. 15, 2006.

Although Lucent's financial flexibility remains limited, Fitch
believes the company's current resources are adequate to meet
near-term obligations, with cash and marketable securities of
approximately $4.9 billion as of Sept. 30, 2005.  Fitch expects
cash balances to remain above $4 billion for the intermediate
term.  The cash balance includes an approximate $900 million tax
refund including statutory interest to the date of payment that
was received in August 2005. Fitch continues to believe that
Lucent's free cash flow will fluctuate and be inconsistent.

Although free cash flow was approximately $500 million for fiscal
2005 ended Sept. 30, 2005 compared to $477 million for fiscal
2004, free cash flow in fiscal 2005 includes a tax refund of
approximately $900 million offset by $600 million of incentive
awards and the settlement of a shareholder lawsuit for
approximately $215 million.  Even if Lucent continues to achieve
solid operating performance, Fitch expects free cash flow will be
minimal.

As of Sept. 30, 2005, the total remaining cash costs for Lucent's
restructuring program were approximately $150 million, which will
paid over several years.  While Lucent does not expect to make a
cash contribution to its U.S. pension plans in fiscal 2006 and
2007, annual contributions to the non-qualified and non-U.S.
pension plans are expected to be approximately $50 million
annually through fiscal 2010.

In addition, the expected funding requirements for Lucent's
post-retirement health care benefits are expected to be
$243 million, $438 million, $563 million and $533 million for
fiscal years 2006-2009.  Lucent in conjunction with its unions
is seeking legislative relief that may enable the company to use
excess pension assets to cover a portion of healthcare benefits
without the associated maintenance of costs constraints.


KELLY LINEHAN: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kelly L. Linehan
        a/k/a Kelly Seacrest
        9 Whites Mountain Road
        Glouchester, Massachusetts 01930

Bankruptcy Case No.: 05-22470

Chapter 11 Petition Date: October 14, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Ann Brennan, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite# 208
                  Post Office Box 850973
                  Braintree, Massachusetts 02815-0973
                  Tel: (718) 849-1136
                  Fax: (781) 848-9055

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
TD Bank North New Hampshire   1994 Bounder               $33,528
P.O. Box 8400
Lewiston, ME 04243

Marriott Vacation Club Intl                              $23,793
Box 382028
Pittsburg, PA

Providian                                                 $6,523
P.O. Box 660487
Dallas, TX 75266

Capital One                                               $1,668

Capital One Visa                                          $1,422

Desco                                                       $450

Sears                                                       $196


KENNETH MEAD: Can Employ Ronald Bergwerk as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Kenneth H. Mead permission to employ the Law Offices of Ronald
Bergwerk as his general bankruptcy counsel.

Ronald Bergwerk will:

   1) advise the Debtor of his duties and responsibilities as a
      debtor and debtor-in-possession under chapter 11 of the
      Bankruptcy Code;

   2) prosecute and defend any causes of action on behalf of the
      Debtor and prepare on behalf of the Debtor all necessary
      applications, motions, reports and other legal papers in his
      bankruptcy case;

   3) assist and advise the Debtor in the formulation and
      preparation of a plan of reorganization and its accompanying
      disclosure statement; and

   4) perform all other legal services to the Debtor that are
      necessary in his chapter 11 case.

Ronald Bergwerk, Esq., a Member of Ronald Bergwerk, is one of the
lead attorneys for the Debtor.  Mr. Bergwerk discloses that his
Firm received a $15,000 retainer.

Ronald Bergwerk had not yet submitted the hourly rates of his
Firm's professionals performing services to the Debtor when the
Debtor filed his request with the Court to employ the Firm as his
bankruptcy counsel.

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

Headquartered in Ocala, Florida, Kenneth H. Mead filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case
No. 05-13930).  When the Debtor filed for protection from its
creditors, he listed estimated assets and debts of more than
$100 million.


KINETIC CONCEPTS: Incurs $1.2 Million Net Loss in Third Quarter
---------------------------------------------------------------
Kinetic Concepts, Inc. (NYSE: KCI) reported third quarter 2005
total revenue of $312.3 million, an increase of 21% from the third
quarter of 2004.  Total revenue for the first nine months of 2005
was $886.5 million, a 23% increase from the prior-year period.  
Foreign currency exchange movements favorably impacted total
revenue for the third quarter and first nine months of 2005 by 1%
and 2%, respectively, compared to the corresponding periods of the
prior year.

During the 2005 third quarter, the Company reached an agreement to
settle its 13-year old litigation with Novamedix Limited.  
Under the terms of the settlement, KCI agreed to pay Novamedix
$75 million.  The settlement payment resulted in a charge of
$72 million, net of recorded reserves of $3.0 million, or
$47.4 million, net of taxes.

As a result of the litigation settlement, the Company reported a
net loss for the third quarter of 2005 of $1.2 million compared to
net earnings of $32.8 million for the same period in 2004.  For
the third quarter, the Company reported a corresponding net loss
per diluted share of $0.02 compared to net earnings per diluted
share of $0.46 for the third quarter of 2004.  On a non-GAAP
basis, excluding the litigation settlement expense, third quarter
net earnings of $46.3 million increased 41% from the prior year.    
Diluted earnings per share on a non-GAAP basis, excluding the
litigation expense, were $0.63 per share for the 2005 third
quarter compared to $0.46 per diluted share under GAAP in 2004, an
increase of 37%.

For the first nine months of 2005, net earnings were
$75.8 million, including litigation settlement expense, compared
to a net loss of $3.3 million for the same period in 2004,
including IPO and follow-on stock offering expenses.  Earnings per
diluted share were $1.04 for the first nine months of 2005
compared to a net loss per share of $0.05 for the same period of
2004.

On a non-GAAP basis, excluding the litigation settlement expense
for 2005 and IPO and follow-on stock offering expenses for 2004,
net earnings for the first nine months of 2005 were $123.2 million
compared to $83.9 million for the same period in 2004, an increase
of 47%.  Earnings per diluted share, on that same non-GAAP basis,
were $1.69 for the first nine months of 2005, an increase of 42%
from the year-ago period.

"Our third quarter financial results reflect continuing demand for
V.A.C. therapy in our U.S. and international markets," said
Dennert O. Ware, President and Chief Executive Officer of KCI.    
"We settled a long-outstanding legal case that pertained to a
product line that is not core to our business, while generating
strong operating returns during the period."

                          Revenue Recap

Domestic revenue was $232.3 million for the third quarter and
$646.4 million for the first nine months of 2005, representing
increases of 20% and 19%, respectively, from the prior year due
to increased rental and sales volumes for V.A.C. wound healing
devices and related disposables.  International revenue of
$80 million for the third quarter and $240.1 million for the first
nine months of 2005 increased 25% and 36%, respectively, compared
to the prior year, due to increased V.A.C. demand and higher than
expected first quarter surfaces sales.  Foreign currency exchange
movements favorably impacted international revenue by 2% during
the third quarter and 6% during the first nine months of 2005.

Worldwide V.A.C. revenue was $240.5 million for the third quarter
of 2005, and $658.9 million for the first nine months,
representing increases of 30% and 32%, respectively, from the
corresponding periods of the prior year.  Foreign currency
exchange movements favorably impacted worldwide V.A.C. revenue by
1% during the third quarter and first nine months of the prior
year.  The growth in V.A.C. revenue stemmed from volume increases
driven by our continued focus on marketing and selling efforts
combined with higher than expected international V.A.C. sales in
the first quarter of 2005.

Worldwide surfaces revenue was $71.8 million for the third quarter
and $227.6 million for the first nine months of 2005, representing
continued stability in the third quarter and a 4% increase for the
first nine months resulting primarily from higher international
surfaces sales in the first quarter.  For the third quarter,
higher international units in use were offset by lower unit
pricing due to pricing pressure on lower-end therapies, which was
partially offset by favorable product mix shifts in the U.S.   
Foreign currency exchange movements favorably impacted worldwide
surfaces revenue by 1% in the third quarter and by 2% for the
first nine months of 2005 compared to the same periods one year
ago.

                         Income Tax Rate

The effective income tax rate for the first nine months of 2005
was 34.0% compared to 36.0% for the same period in 2004.  The
income tax rate reduction was primarily attributable to a higher
portion of taxable income being generated in lower tax
jurisdictions, as well as favorable resolution of certain foreign
tax audits.

                             Outlook

KCI presently projects full year 2005 total revenue of $1.20 to  
$1.25 billion based on continued demand for its V.A.C. negative
pressure wound therapy devices and related supplies.  The Company
currently projects full year 2005 U.S. V.A.C. revenue to be $705
to $730 million.  

Kinetic Concepts, Inc., designs, manufactures, markets and
provides a wide range of proprietary products that can improve
clinical outcomes while helping to reduce the overall cost of
patient care.  

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Moody's Investors Service upgraded these ratings of Kinetic
Concepts, Inc.:

   * Guaranteed senior secured revolving credit facility due 2009,
     upgraded to Ba3 from B1

   * Guaranteed senior secured term loan B due 2010, upgraded to
     Ba3 from B1

   * Guaranteed unsecured subordinated notes due 2013, upgraded to
     B2 from B3

   * Senior implied rating, upgraded to Ba3 from B1

   * Senior unsecured issuer rating, upgraded to B1 from B2

The ratings outlook was also changed from stable to positive.  

As reported in the Troubled Company Reporter on Mar. 16, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on medical device manufacturer and hospital supplier
Kinetic Concepts Inc. to 'BB' from 'BB-'.  At the same time,
Standard & Poor's raised its rating on the senior secured credit
facility and raised its rating on KCI's senior subordinated debt.

The outlook remains stable.


NORTEL NETWORKS: Selling Brampton Site to Rogers for $100 Million
-----------------------------------------------------------------
Nortel Network (NYSE:NT)(TSX:NT) is selling its site in Brampton,
Ontario to Rogers Communications Inc. (TSX: RCI; NYSE: RG) for
approximately $100 million.

Under the terms of the agreement, which is subject to due
diligence and other terms and conditions, Rogers will acquire the
almost one million square feet facility, including fixtures and
certain personal property located at the facility, and the
63 acres of land the facility is located on.

"This agreement is a win for both companies," said Bill Owens,
vice chairman and chief executive officer, Nortel.  "This is
another proof point that we continue to execute on our strategy of
cost leverage through business simplification.  A key part of this
strategy has been to ensure that our real estate requirements are
sized to the needs of current business realities in order to
maximize our return on assets, bring our teams together, and
minimize operating expense.  We welcome Rogers Communications to
Brampton as they acquire one of the most impressive corporate
facilities in Canada."

"We're excited to return to Brampton, the City where our cable
operations began in 1967," said Ted Rogers, president and chief
executive officer, Rogers Communications Inc.  "Rogers is looking
forward to moving into this facility and continuing our focus on
innovation."

Pending completion of due diligence mid-December, Rogers will take
possession of the site on January 4, 2006.  Nortel is planning to
relocate to two offices in the Toronto region, a sales studio and
a larger corporate centre.

"Nortel will continue to have a significant presence in the
Toronto-area in order to remain close to customers, be in close
proximity of the financial capital of the country and to leverage
the large talent pool in the area," said Owens.

                   About Rogers Communications

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications      
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On
July 1, 2005, Rogers completed the acquisition of Call-Net
Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national
provider of voice and data communications services.

                      About Rogers Telecom

Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)  
-- http://www.sprint.ca/-- was acquired by Rogers Communications     
Inc. on July 1, 2005, and through its wholly owned subsidiary
Rogers Telecom Inc. (formerly Sprint Canada Inc.) is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Rogers Telecom owns and
operates an extensive national fiber network, has over 150 co-
locations in major urban areas across Canada including 33
municipalities and maintains network facilities in the U.S. and
the U.K.

                      About Nortel Networks

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

                         *     *     *

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

The ratings confirmed include:

     Nortel Networks Corporation:

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

     Nortel Networks Limited:

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

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

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

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

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

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

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


NORTHWEST AIRLINES: Opts to Outsource Sr. Flight Attendant Jobs
---------------------------------------------------------------
Northwest Airlines plans to farm out senior flight attendant
positions on coveted international routes, Susan Carey writes for
The Wall Street Journal.

In addition to 17% pay cuts for its flight attendants, the
bankrupt airline is proposing to have 75% of its flights across
the Atlantic and Pacific and all flights between Amsterdam and
India staffed by regional flight attendants who aren't currently
members of the Professional Flight Attendants Association union,
Ms. Carey reports.  The union represents Northwest's 9,800 U.S.-
based flight attendants.

As reported in the Troubled Company Reporter on Sept. 26, 2005,
the Company will be laying off 1,400 flight attendants by January
2006.  The airline rehired about 8,500 flight attendants in
May 2005.  These flight attendants were laid off after the
Sept. 11, 2001 attacks.

In September 2005, Northwest disclosed it will be laying off 400
pilots in the next eight months, the first 70 will be out of work
by Nov. 1.

The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Nov. 16 to consider Northwest Airlines
and its debtor-affiliates' request to cancel its current labor
contracts if unions won't accept terms that could save the company
hundreds of millions of dollars a year.

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: Files Prospectus on Resale of Notes Due 2023
----------------------------------------------------------------
Northwest Airlines Corporation filed a supplemental prospectus  
with the Securities and Exchange Commission on the resale of the  
company's 7.625% Convertible Senior Notes due 2023 issued in a  
private offering in November 2003 and 9,825,322 shares of common  
stock issuable upon conversion of the notes.

Northwest issued and sold $225,000,000 aggregate original  
principal amount of the Notes on November 4, 2003, to Citigroup  
Global Markets Inc.  Northwest says it has been advised by  
Citigroup that the notes were resold in transactions, which were  
exempt from registration requirements of the Securities Act to  
persons reasonably believed by Citigroup to be "qualified  
institutional buyers."

The company will not receive any of the proceeds from the sale of  
the notes or the shares of common stock offered by the selling  
securityholders, Northwest explains.  The selling securityholders  
will receive all proceeds from the sale of the notes or the  
shares of common stock.  

Northwest will pay cash interest on the notes at 7.625% per year  
on the original principal amount from November 4, 2003, or from  
the most recent date to which interest has been paid or provided  
for, until November 15, 2008.  During this period, cash interest  
is payable semiannually in arrears on May 15 and November 15 of  
each year, beginning May 15, 2004, until November 15, 2008,  
unless the notes are earlier converted.  

Beginning November 15, 2008, the notes will cease bearing cash  
interest.  Instead, from that date the original principal amount  
of each note will commence increasing daily by 7.625% per year to  
produce the accreted principal amount.  The accreted principal  
amount of a note will compound semiannually, not daily.  On the  
maturity date, a holder will receive $3,072.48 for each $1,000  
original principal amount of notes, which is the fully accreted  
principal amount of the note on that date.

Holders may convert all or a portion of their notes into shares  
of common stock of Northwest Airlines Corporation prior to stated  
maturity under these circumstances:

   (1) At any time in any fiscal quarter commencing after
       December 31, 2003, if the closing sale price of the common
       stock for at least 20 trading days in a period of 30
       consecutive trading days ending on the last trading day of
       the fiscal quarter prior to the quarter is greater than
       120% of the accreted conversion price per share of common
       stock on the last day;

   (2) during the five business day period after any five
       consecutive trading day period in which the trading price
       per $1,000 original principal amount of the notes for each
       day of the five trading day period was less than 98% of
       the product of the closing sale price of the common stock
       and the number of shares issuable upon conversion of
       $1,000 original principal amount of the notes;

   (3) if the notes have been called for redemption; or

   (4) upon the occurrence of certain corporate transactions.

The initial conversion rate will be 43.6681 shares of common  
stock of Northwest Airlines Corp. per $1,000 original principal  
amount of the notes.  The conversion rate will be subject to  
adjustment in some events but will not be adjusted for increases  
in the accreted principal amount of the notes, accrued cash  
interest or interest payable upon the occurrence of a tax event.   
Upon conversion, Northwest may at its option choose to deliver,  
in lieu of common stock, cash or a combination of cash and common  
stock.

Beginning November 15, 2006, the company may redeem all or a  
portion of the notes for cash for a price equal to 100% of the  
accreted principal amount of the notes to be redeemed plus  
accrued and unpaid interest, if any.  

A full-text copy of the Supplement is available at no charge at:

            http://researcharchives.com/t/s?288

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)


NORTHWEST AIRLINES: Chromalloy Opposes Claims Resolution Process
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to:

   (i) establish procedures for the resolution and payment of  
       reclamation claims;  

  (ii) provide administrative treatment for certain holders of  
       valid reclamation claims; and  

(iii) prohibit third parties from interfering with delivery of  
       the Debtors' goods.

               Chromalloy and Pacific Gas Object

Chromalloy Gas Turbine Corporation and Pacific Gas Turbine
Center, LLC, want the Reclamation Procedures modified.

Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP, in New
York, explains that under the Reclamation Procedures, the Debtors
would have 120 days to determine whether a reclamation claim is
valid, and then to pay on that claim absent any objection to
their determination.  Even after payment, the claims are still
subject to "Reserved Defenses" that the Debtors will retain until
the earlier of:

    (a) the effective date of the Debtors' confirmed plan of
        reorganization; or

    (b) the date one year following the last payment of an
        allowed Claim.

However, the Procedures mandate an amazingly broad release of
rights that a reclamation claimant might have in exchange for a
payment subject to disgorgement, Mr. Halperin notes.

"The procedures give nothing, but take quite a bit.  They are
inequitable and must be modified to provide creditors with a fair
process."

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)


NVF COMPANY: Wants Exclusive Period Stretched to January 16
-----------------------------------------------------------
NVF Company and its debtor-affiliate ask the U.S. Bankruptcy Court
for the District of Delaware to extend until January 16, 2005, the
period within which they have exclusive right to file a chapter 11
plan.  The Debtors also want their exclusive right to solicit plan
acceptances extended through March 17, 2005.

The Debtors said the extension will allow them to:

   a) avoid premature formulation of a chapter 11 plan of
      reorganization or liquidation, and

   b) ensure that the formulated plan takes into account the best
      interests of the Debtors, their creditors and estates.

The Debtors anticipate pursuing an orderly administration of their
estates to preserve and maximize value for their creditors.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/  
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


NVF COMPANY: Courts Extends Removal Period Until December 17
------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until Dec. 17, 2005, the period
within which NVF Company and its debtor-affiliate, can remove
prepetition civil actions pending in various state and federal
courts.

The Debtors believe that the extension will afford them more time
to make fully informed decisions concerning the removal of each
civil action.

To determine which civil actions should be removed, the Debtors
must analyze each proceeding in light of these factors:

   a) the importance of the proceeding to the expeditious
      resolution of the Debtors' chapter 11 cases,

   b) the time it would take to complete the proceeding in its
      current value,

   c) the absence of federal questions in the proceeding that
      increase the likelihood that one or more aspects thereof
      will be heard by a federal court,

   d) the relationship between the proceeding and matters to be
      considered in connection with any proposed plan in these
      cases, the claims allowance process, and the assumption and
      rejection of executory contracts, and

   e) the progress made to date in the proceeding.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/  
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


NVF CO: Forshee & Boardroom Approved as Accounting Consultants
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
gave NVF Company and its debtor-affiliate permission to employ
Forshee & Lockwood, P.A., and its affiliate, Boardroom
Accounting & Consulting Services, LLC, as their accounting
consultants, auditors and tax service providers, nunc pro tunc to
Aug. 3, 2005.

Forshee & Lockwood and Boardroom Accounting will:

   1) finalize a compilation of the Debtors' 2003 year-end balance
      sheet, statement of operations, retained earnings and cash
      flows on an unaudited basis;

   2) compile the Debtors' 2004 year-end balance sheet, statement
      of operations, retained earnings and cash flows on an
      unaudited basis;

   3) audit the Debtors' 401(k) plans;

   4) prepare federal and state tax returns and related schedules
      as agreed upon by the Debtors and the firm; and

   5) provide other services as may be requested by the Debtors.

Kevin J. Lockwood, a Forshee & Lockwood partner, reports the
Firm's professionals bill:

    Professional           Designation        Hourly Rate
    ------------           -----------        -----------
    Kevin J. Lockwood      Partner               $300
    Gerald Bowers          Senior Manager        $275
    Evelyn Perez           Senior                $200
    Jackie McLean          Paraprofessional      $100

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/   
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


MERCURY INTERACTIVE: Noteholders Waive Default Until March 31
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 21, 2005,
Mercury Interactive Corporation was soliciting consents from the
holders of its:

   -- $300 million aggregate principal amount of 4.75% Convertible
      Subordinated Notes due 2007; and

   -- $500 million aggregate principal amount of Zero Coupon
      Senior Convertible Notes due 2008.

In each case, Mercury is requesting a limited waiver, until
March 31, 2006, of any default or event of default arising from
Mercury's failure to file with the Securities and Exchange
Commission and furnish to the holders of notes, those reports
required to be filed under the Securities Exchange Act of 1934.  

The Company reports that upon the expiration of the
consent solicitations at 5:00 p.m., Eastern Standard Time, on
October 25, 2005, holders of over 94% of the outstanding
aggregate principal amount of 2007 Notes and over 93% of the
outstanding aggregate principal amount of 2008 Notes submitted
consents and therefore the Report Defaults were waived.

In consideration of the waiver, Mercury will:

    (i) pay to each holder of 2007 Notes from whom a properly
        executed, unrevoked and completed letter of consent was
        received on or prior to the Expiration Time a consent fee
        of $25.00 for each $1,000 principal amount of 2007 Notes
        and

   (ii) enter into an amendment to the Indenture governing the
        2008 Notes pursuant to which Mercury shall be required to
        repurchase the 2008 Notes, at the option of the holder, on
        November 30, 2006 at a repurchase price equal to 107.25%
        of the principal amount.

Mercury Interactive Corporation (Nasdaq: MERQE) --
http://www.mercury.com/-- provides software and services for IT  
Governance, Application Delivery, and Application Management.  
Mercury BTO offerings are complemented by technologies and
services from global business partners.

                         *     *     *

                    Financial Restatements

As reported in the Troubled Company Reporter on Aug. 31, 2005, the
Company concluded that its previously issued financial statements
for the fiscal years 2002, 2003 and 2004, which are included in
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2004, the Quarterly Reports on Form 10-Q filed with
respect to each of these fiscal years and the financial statements
included in the Company's Quarterly Report on Form 10-Q for the
first quarter of fiscal year 2005, should no longer be relied upon
and will be restated.  In addition, the restatement will affect
financial statements for prior fiscal years, and the Company will
also require a revision of the previously reported financial
information included in its press release of July 28, 2005 and its
Current Report on Form 8-K dated Aug. 17, 2005.

Mercury intends to complete the restatements and make the required
amended Form 10-K and Form 10-Q filings and to file its Form 10-Q
for the second quarter of fiscal year 2005 as soon as practicable
following completion of the Special Committee investigation, the
Company's review and restatement of its historical financials and
completion of the audit process.  The Company does not expect that
it will be able to complete this process and make the required
filings before November 2005.

The errors resulting in the required restatement relate to the
Special Committee's conclusion that the actual dates of
determination for certain past stock option grants differed from
the originally selected grant dates for such awards.  Because the
prices at the originally selected grant dates were lower than the
price on the actual dates of determination, the Company will incur
additional charges to its stock-based compensation expense, which
were not included in the above-referenced financial statements.
The Company has determined that the amounts of these charges are
material but has not yet determined the final amount of the
additional charges to be incurred.

                   Likely Material Weakness

Additionally, Mercury is evaluating Management's Report on
Internal Control Over Financial Reporting set forth in Item 9a on
page 53 of the Company's 2004 Annual Report.  Although Mercury has
not yet completed its analysis of the impact of management's
evaluation on its internal controls over financial reporting, it
has determined that it is highly likely that Mercury had a
material weakness in internal control over financial reporting as
of Dec. 31, 2004.


MMRENTALSPRO LLC: Wants Plan-Filing Period Stretched to Jan. 13
---------------------------------------------------------------
MMRentalsPro, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Tennessee to extend, through and including
Jan. 13, 2006, the time within it alone can file a chapter 11
plan.  The Debtor also asks the Court for more time to solicit
acceptances of that plan from their creditors, through and
including March 14, 2006.

The Debtor explains that the complexity of its chapter 11 case
justifies the extension of its exclusivity period.  Since its
bankruptcy filing, the Debtor has employed Lincoln Apartment
Management Limited Partnership to operate its three apartment
complexes located in Dalton, Georgia.  

Lincoln Management will be responsible for determining the scope
of the work for rehabilitating those three apartment complexes and
for obtaining bids for those works.  Until now, Lincoln has not
submitted its report for the works involved in those apartments.

The Debtor assures the Court the requested extension will not harm
its creditors or other parties-in-interest.

The Court will convene a hearing at 10:00 a.m., on Nov. 17, 2005,
to consider the Debtor's request.

Headquartered in Chattanooga, Tennessee, MMRentalsPro, LLC, and
its owner, Roy Michael Malone, Sr., filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Tenn. Case No 05-13814).  
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated less
than $50,000 in assets and between $10 million to $50 million in
debts.


MMRENTALSPRO LLC: Lincoln Apartment Approved as Property Manager
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
granted MMRentalsPro, LLC, and LaSalle Bank National Association's
joint request to employ Lincoln Apartment Management Limited
Partnership as the Debtor's property manager.

LaSalle Bank is the Trustee for the Certificateholders of Morgan
Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates Series 2004-HQ4, acting by and through its special
servicer GMAC Commercial Mortgage Corporation, a creditor and
party-in-interest in the Debtor's chapter 11 case.

The Debtor operates three apartment complexes in Dalton, Georgia,
known as The Georgian Apartments, Stone Ridge Apartments and Stone
Brooke Apartments.

Lincoln Apartment will:

   1) perform full property management services for the Debtors'
      three apartment complexes;

   2) render executive management and full property related
      accounting services for the three apartment complexes,

   3) supervise day-to-day maintenance, operation and
      resident services and apartment turnover at the three
      apartment complexes; and

   4) perform all other property management services to the Debtor
      in connection with the three apartment complexes.
      
Chris Burns, the Vice-President of Lincoln Apartment, reports that
his Firm will be paid with either:

   a) a monthly management fee equal to the greater of 4% of the
      Gross Collections of all amounts actually collected as rents
      or other charges for the use and occupancy of the apartment
      units at The Georgian Apartments, Stone Ridge Apartments and
      Stone Brooke Apartments, or

   b) a minimum fee of $22 per unit per month, whichever is
      greater, payable monthly in arrears for the first six months
      and $16 per unit per month after the sixth month.

Lincoln Apartment assures the Court that it does not represent any
interest materially adverse to Debtor or its estates.

Headquartered in Chattanooga, Tennessee, MMRentalsPro, LLC, and
its owner, Roy Michael Malone, Sr., filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Tenn. Case No 05-13814).  
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated less
than $50,000 in assets and between $10 million to $50 million in
debts.


MOUNTAIN MAX: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mountain Max Auto Superstore, LLC
        P.O. Box 1810
        Blairsville, Georgia 30514

Bankruptcy Case No.: 05-25002

Chapter 11 Petition Date: October 26, 2005

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  Cummings Kelley & Bishop PC
                  340 Jesse Jewell Parkway, Suite 602
                  Gainesville, Georgia 30501-7701
                  Tel: (770) 531-0007
                  Fax: (770) 533-9087

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank Of America                  Bank loan           $1,500,000
c/o Miller & Martin
1170 Peachtree Street NE
Suite 800
Atlanta, GA 30309

Pinkleton, Aaron J.              Employee                    $0
594 Tanglewood Road
Murphy, NC 28906

Pruden, Michelle D.              Employee                    $0
4780 Fortenberry Road
Blairsville, GA 30512

Seawright, Joe                   Employee                    $0
P.O. Box 790
Ducktown, TN 37326

Shields, Chris M.                Employee                    $0
1059 Pinhook Road
Robbinsville, NC 28771

Sneed, Douglas M.                Employee                    $0
P.O. Box 1336
Murphy, NC 28906

Thomas, Latrelle B.              Employee                    $0
2219 Brentwood Drive
Cleveland, TN 27311

Block, Joseph P.                 Employee                    $0
179 Hilton Street
Murphy, NC 28906

Cearley, Shannon S.              Employee                    $0
87 Bethel Church Road
McCaysville, GA 30555

Cearley, Julie                   Bank loan                   $0
P.O. Box 1112
McCaysville, GA 30555

Cowart, Barbara                  Employee                    $0
P.O. BOx 2075
Blue Ridge, GA 30513

Bills, Michael L.                Employee                    $0
78 Johnson Road
Hayesville, NC 28904

Hammond, Henry O.                Employee                    $0
P.O. Box 1478
Woodstock, GA 30188

Laska, Benjamin M.               Employee                    $0
4780 Fortenberry Road
Blairsville, GA 30512

Owens, Marni M.                  Employee                    $0
P.O. Box 434
Mineral Bluff, GA 30559


MUZAK HOLDINGS: Strained Liquidity Cues S&P to Junk Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'CCC+' corporate credit ratings, on Muzak Holdings LLC and
Muzak LLC.  The companies are analyzed on a consolidated basis.  

At the same time, Standard & Poor's removed all of the ratings
from CreditWatch, where they were placed on April 8, 2005 with
negative implications.  The outlook is negative.  The Fort Mill,
South Carolina-based provider of business music services had about
$470 million in consolidated debt, including capital leases, and
$177 million in debt-like preferred stock at June 30, 2005.

"The rating affirmation is based on our view that Muzak's existing
cash balances will be sufficient to meet its operating and capital
needs for at least the next 12 months," said Standard & Poor's
credit analyst Tulip Lim.  "This is a result of restructuring cost
savings and the company's revised operating plan to improve cash
flow by substantially reducing growth-related capital spending."

Even so, Muzak's liquidity is limited and will only cover its
near-term needs if its new operating strategy is successful and if
it can offset various cost pressures.  The very low speculative-
grade rating also reflects the company's high leverage, the
noncritical nature of its products, its lack of business
diversity, and the threat of substitution from competitive
alternatives.  These factors are minimally offset by the company's
leading position in its niche market and by some recurring revenue
from its five-year contracts.

Standard & Poor's views Muzak's ability to improve profitability
as uncertain because of competition, limited demand, and higher
music licensing fees.  Profitability and cash flow could be
further undermined if the company's new strategy to slow growth,
raise prices, and concentrate on cash flow increases customer
churn.  Also, Muzak's leverage is high, driven in part by the
large up-front cash needed to acquire new customers.


O'SULLIVAN IND: Gets Interim OK to Borrow $35-Mil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
granted O'Sullivan Industries Holdings, Inc. (OTC: OSULP), 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.

The company, with headquarters in Roswell, Georgia, is a leading
designer, manufacturer and distributor of ready-to-assemble
furniture and other products.  On Friday, October 14, 2005,
O'Sullivan Industries Holdings, Inc., and certain of its direct
and indirect subsidiaries filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code.

                           Court Order

Judge Mullins rules that the Debtors' authority to borrow or incur
Letter of Credit Obligations pursuant to the Interim DIP Order
will terminate on November 14, 2005, unless otherwise extended.

Upon the satisfaction of certain financing conditions, as adequate
protection for the priming liens granted to the Agent, on behalf
of the DIP Lenders, the Court directs the Debtors to:

   a) repay the $6,637,692 prepetition indebtedness outstanding
      to General Electric Capital Corporation, as agent, on
      behalf of the lender to a prepetition credit agreement,
      together with all accrued interest and fees;

   b) issue back to back letters of credit equal to 105% of the
      face amount of all letters of credit outstanding; and

   c) tender $500,000 into a segregated account held by the
      Prepetition Agent for the payment of the indemnification
      claim.

The Court rules that the liens and security interests of CIT
Group for the benefit of the DIP Lenders in the collateral, the
Prepetition Lender's Liens and the Prepetition Lender's Junior
Liens will be subject only to:

   1. fees payable pursuant to Section 1930 of the Judiciary Code
      and to the Clerk of Court; and

   2. unpaid and outstanding Chapter 11 professionals' fees and
      disbursements and unpaid and outstanding Senior Secured
      Noteholders' Fees and Expenses less the amount of any
      Retainers in an amount not to exceed:

        a) $500,000 for the first 30 days after the closing of
           the DIP Facility;

        b) $1,000,000 for the next 30 days after the Closing
           Date; and

        c) 1,500,000 thereafter.

A final hearing on the Debtors' request is set for 2:00 p.m. on
November 7, 2005.

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


O'SULLIVAN IND: Taps FTI Consulting as Restructuring Advisor
------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
engaged FTI Consulting, Inc., in August 2005 to serve as their
restructuring officer and to provide them certain financial
advisory and other consulting services.  The Debtors seek the
U.S. Bankruptcy Court for the Northern District of Georgia's
authority to continue the firm's engagement as their restructuring
advisor during the course of their Chapter 11 cases.

The Debtors tell the Court that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services it
has rendered in large and complex Chapter 11 cases on behalf of
debtors and creditors throughout the United States.  

The Debtors are convinced that an experienced restructuring
advisor like FTI fulfills a critical service that complements
other management, as well as the services provided by their other
professionals.

As a restructuring advisor, FTI will:

   (a) serve as the Debtors' restructuring officer responsible
       for the overall direction of their restructuring efforts;

   (b) review operating and restructuring initiatives and assist
       with the development and implementation of the Debtors'
       long-term business plan;

   (c) assist the Debtors in the preparation of financial related
       disclosures required by the Court, including the schedules
       of assets and liabilities, the statement of financial
       affairs, and monthly operating reports;

   (d) assist the Debtors with information and analyses required
       pursuant to the Debtors' postpetition financing including,
       but not limited to, preparing for hearings regarding the
       use of cash collateral and DIP financing;

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

   (f) provide advisory assistance in connection with the
       development and implementation of key employee retention
       and other critical employee benefit programs;

   (g) assist and advise the Debtors with respect to the
       identification of core business assets and the disposition
       of assets or liquidation of unprofitable operations;
   
   (h) assist with the identification of executory contracts and
       leases and performance of cost or benefit evaluations with
       respect to the assumption or rejection of each;
   
   (i) assist in the valuation of the present level of operations
       and identifying areas of potential cost savings, including
       overhead and operating expense reductions and efficiency
       improvements;

   (j) assist in the preparation of financial information for
       distribution to creditors and others, including, but not
       limited to, cash flow projections and budgets, fully
       integrated financial models, cash receipts and
       disbursement analysis, analysis of various asset and
       liability accounts, and analysis of proposed transactions
       for which Court approval is sought;

   (k) attend meetings and assist in discussions with potential
       investors, banks, and other secured lenders, any official
       committees appointed in the Debtors' Chapter 11 cases, the
       United States Trustee, other parties-in-interest, and
       professionals hired by the same, as requested;

   (l) provide analysis of creditor claims by type, entity, and
       individual claim, including assistance with the
       development of databases, as necessary, to track the
       claims;

   (m) assist in the preparation of information and analysis
       necessary for the confirmation of a plan in the Debtors'
       Chapter 11 cases;

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

   (o) provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues as required by the      
       Company; and

   (p) render other general business consulting or other
       assistance as the Debtors' management or counsel may
       deem necessary that are consistent with the role of a
       restructuring advisor and not duplicative of services
       provided by other professionals.

Pursuant to a retention letter dated August 24, 2005, the Debtors
agree to pay FTI professional fees ranging from $95 to $625 an
hour, depending on the staff member assigned to the project, and
reasonable expenses incurred by FTI.

The Debtors will also pay the firm for additional profit
improvement initiatives FTI may identify during the course of its
engagement, like specific efficiency improvements, cost
reductions, and revenue enhancements.  FTI will be entitled to
10% of the incremental value derived to the Debtors.  However, any
incentive fee due would be reduced by the hourly fees charged by
FTI in connection with the analysis and implementation of the
additional profit improvement initiatives.

Before the Petition Date, FTI received a $75,000 retainer from the
Debtors to secure payment for the services provided.  The parties
agree that the Retainer would be held by FTI and applied to FTI's
final bill for fees and expenses, and the unused portion of the
Retainer, if any, would be refunded to the Debtors.

Keith F. Cooper, a Senior Managing Director at FTI, assures the
Court that the firm is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code, as modified in
Section 1107(b).

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 INDUSTRIES: Hires Lazard Freres as Financial Advisor
---------------------------------------------------------------
Before they filed for bankruptcy protection, O'Sullivan Industries
Holdings, Inc. and its debtor-affiliates retained Lazard Freres &
Co., LLC, as their financial advisor to provide general
restructuring advice as part of their restructuring process.

Lazard is a financial advisory and investment banking firm focused
on providing financial and investment banking advice and
transaction execution on behalf of its clients.  The firm has
advised debtors, creditors, equity constituencies, and government
agencies in many complex financial reorganizations.  Since 1990,
Lazard's professionals have collectively been involved in over
200 reorganizations and have restructured over $300 billion in
debtor assets.

According to the Debtors, Lazard and its senior professionals have
an excellent reputation for providing high quality financial
advisory and investment banking services to debtors and creditors
in bankruptcy reorganizations and other debt restructurings.
Furthermore, in providing the Prepetition Services to the
Debtors, Lazard has developed significant relevant experience and
expertise with respect to the Debtors' financial and business
operations.

The Debtors seek the U.S. Bankruptcy Court for the Northern
District of Georgia's authority to retain Lazard as their Chapter
11 financial advisor to:

   -- review and analyze their business, operations, and
      financial projections;

   -- evaluate their potential debt capacity in light of
      its projected cash flows;

   -- assist in the determination of their capital structure;

   -- assist in the determination of a range of values on a going
      concern basis;

   -- advise them on tactics and strategies for negotiating with
      Stakeholders;

   -- render them financial advice and participate in meetings or
      negotiations with the Stakeholders or rating agencies or
      other appropriate parties in connection with any
      restructuring alternatives;

   -- advise them on the timing, nature, and terms of new
      securities, other consideration, or other inducements to be
      offered pursuant to the Restructuring;

   -- in coordination and partnership with Lazard Capital Markets
      LLC, as is appropriate or necessary,

      * advise and assist them in evaluating potential capital
        markets transactions of public or private debt or equity
        offerings;

      * evaluate and contact potential sources of capital as they  
        may designate; and

      * assist them in negotiating the Financing;
    
   -- assist them in preparing documentation within Lazard's area
      of expertise, as required in connection with the
      Restructuring;

   -- assist them in identifying and evaluating candidates
      for a potential Sale Transaction, advise them in connection
      with negotiations, and aid in the consummation of a Sale
      Transaction;

   -- attend meetings of their Board of Directors and its
      committees;

   -- provide testimony, as necessary, with respect to matters
      for which Lazard has been engaged to advise them on in any
      proceeding before the Bankruptcy Court; and

   -- provide them with other general restructuring advice.

Pursuant to an engagement letter, the Debtors will pay Lazard:

   (a) a $125,000 monthly fee;

   (b) a $2,000,000 fee payable upon the consummation of a
       Restructuring;

   (c) a sale transaction fee equal to the greater of the Fee
       calculated based on the Aggregate Consideration and the
       Restructuring Fee in the event the Debtors consummate a
       Sale Transaction incorporating all or a majority of the
       assets or equity securities of the Debtors;

   (d) a fee equal to a percentage of the aggregate gross
       proceeds raised, including un-borrowed portions of credit
       facilities, in a Financing based on the form of security
       issued; and

   (f) reimbursement for all:

       * reasonable out-of-pocket expenses; and
     
       * other reasonable fees and expenses, including expenses
         of outside legal counsel, if any.

Richard F. NeJame, a director at Lazard, discloses that during the
90 days immediately preceding the Petition Date, the Debtors paid
$500,000 in fees to Lazard.

Mr. NeJame assures the Court that the firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code, as modified in Section 1107(b).

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)


OPEN SOLUTIONS: S&P Rates $415-Mil. Sr. Secured Loans at Low-B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Glastonbury, Connecticut-based Open Solutions
Inc.  The rating outlook is negative.
     
At the same time, Open Solutions' proposed $340 million first-lien
senior secured bank facility was rated 'B+', with a recovery
rating of '2', indicating the expectation for substantial recovery
of principal in the event of a payment default.

In addition, the company's $75 million six-year second-lien senior
secured term loan was rated 'B-', with a recovery rating of '5',
indicating the expectation for negligible recovery of principal in
the event of a payment default.  Proceeds from the bank facilities
will primarily be used to partially finance the acquisition of the
BISYS Information Services business, owned in a wholly owned
subsidiary of The BISYS Group, Inc.

"The ratings on Open Solutions reflect a targeted industry product
focus with strong competitors, an aggressive financial policy, and
an acquisitive growth strategy," said Standard & Poor's credit
analyst Lucy Patricola.  "These are only partly offset by an
increasing contractually recurring revenue base, good technology
with high switching costs, and adequate cash flow for the rating."

Open Solutions is a provider of enterprise-wide proprietary
software and services to the financial services industry.  The
acquisition of the BISYS Information Services business provides
additional scale in outsourced processing, customer care, and
check imaging solutions.  BISYS has been a strategic reseller of
Open Solutions software -- accounting for about 12% of Open
Solutions' total revenues in 2004, which should mitigate client
attrition risk and provide an opportunity to leverage its
infrastructure across a greater number of client programs and into
new markets like insurance and health care.

Pro forma for the acquisition, revenues are expected to approach
$400 million, and debt to EBITDA is expected to be in the 5.5x
area.  The company is not working capital intensive, and is
expected to generate modest levels of free cash flow, which could
be used for debt reduction in the absence of acquisitions that
could expand the customer and product portfolio.


PACIFIC COAST: Fitch Junks $29.52M Class Notes & $26M Pref. Shares
------------------------------------------------------------------
Fitch Ratings downgrades five classes of notes issued by Pacific
Coast CDO Ltd.  These rating actions are effective immediately:

     -- $275,649,084 class A notes to 'AA' from 'AAA';
     -- $96,000,000 class B notes to 'B' from 'BBB-';
     -- $20,693,833 class C-1 notes to 'C' from 'B-';
     -- $8,824,963 class C-2 notes to 'C' from 'B-';
     -- $26,000,000 preference shares to 'C' from 'CC'.

Pacific Pacific Coast is a collateralized debt obligation, which
closed Sept. 25, 2001 and is managed by Pacific Investment
Management Company.  Pacific Coast is composed of 50.7%
residential mortgage-backed securities, 17.3% asset-backed
securities, 16.1% commercial mortgage-backed securities, 9.2%
corporate bonds, and 6.8% CDOs.  As a result of failing coverage
tests, PIMCO is limited to the sale of credit risk and defaulted
securities.

Pacific Coast has been failing both the class A/B
overcollateralization test and class C OC test since February
2004.  As of the latest Trustee report dated Sept. 30, 2005, the
class A/B OC ratio is 92.2% versus a required minimum level of
105.9% and the class C OC ratio is 85.4% versus a required minimum
of 101.7%.  Additionally, as of October 2004, Pacific Coast has
been in an event of default, resulting from the class A/B OC ratio
falling below 100%.  To date, no action has been taken to
accelerate the notes.

Since Fitch's last rating action on Aug. 31, 2005, the portfolio
has continued to deteriorate.  Large exposures in the Manufactured
Housing and Aircraft sectors have led to approximately 28.2% of
the portfolio being downgraded since that action.  As of the
latest Trustee report dated Sept. 30, 2005, assets rated 'BBB-' or
lower represented approximately 37.6% of the portfolio.  The
weighted average rating factor has increased to 31 from 19 as of
the Sept. 30, 2005 and July 20, 2004 trustee reports,
respectively.

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 C-1 and C-2 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.

The rating of the preference shares addresses the likelihood that
investors will receive ultimate and compensating payments
resulting in a yield on the preference shares rated balance
equivalent to 2% per annum, as per the governing documents, as
well as the initial preference share rated balance by the legal
final maturity date.

For more information on the Fitch VECTOR Model, see 'Global
Rating Criteria for Collateralized Debt Obligations,' dated
Sept. 13, 2004, also available at http://www.fitchratings.com/


PAN AMERICAN: Fitch Affirms BB- Int'l Foreign Currency Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Pan American Energy LLC's international
foreign currency rating at 'B+' and local currency rating at
'BB-'.  A Stable Rating Outlook has also been assigned.

The ratings reflect the continued strength of PAE's financial
flexibility and credit protection measures.  The rating is also
supported by PAE's high level of dollar denominated revenues from
exports, its ability to maintain a material amount of export
revenues offshore, and expanding base of hydrocarbon reserves.  
The ratings further reflect the risks of operating in Argentina,
commodity price volatility, and operational risks typical of the
industry.

PAE is the second largest and efficient hydrocarbon producer in
the Argentine market.  Crude oil sales as of fiscal year 2004
represented 83% of total revenues and production is currently at
its peak.

During the first half of 2005, PAE's cash generation has benefited
from the combination of the high international crude oil price
environment and the company's export-oriented profile.  These
positives coupled with production increases contributed to a 20%
rise in revenues to $869 million through June 2005 from
US$725 million through June 2004.

As of June 2005 credit protection measures were at record levels,
with EBITDA/interest of 25 times, EBITDA-capital
expenditures/interest of 11x, total debt/EBITDA of 0.7x and a
total debt-to-capitalization of 16%, metrics considered strong for
the ratings category.

PAE's investment requirements are significant, averaging
approximately $420 million per annum and increasing to
$550 million in 2005, mainly focused on the development of
reserves at the Cerro Dragon basin.  These capital requirements
are expected to be funded with PAE's strong internal cash
generation and potentially new external financing.

Fitch estimates financial leverage will be maintained at
reasonable levels given its strong cash flow from operations and
conservative capital structure target.

Total financial debt at June 2005 was approximately $720 million.  
PAE's current debt profile includes short-term debt of $177
million, plus current portion of long-term debt of $157 million
and long-term debt of $372 million.  In mid September PAE repaid
in full a US$100 million bullet bond guaranteed by its parent
company, BP plc.

Almost at the same time, PAE received the second disbursement of
the IFC loan -- total accrued US$175 million.  Core borrowing
facilities are generally held at the Argentine Branch level.  
Given PAE's conservative balance sheet, the company is expected to
continue to issue debt on a periodic basis to refinance
maturities, extend the average life of its debt, and maintain a
relatively stable debt-to-capitalization ratio.


PAE is owned 60% by BP and 40% by Bridas and has been the vehicle
for the exploration and production of oil and gas and mid- and
downstream gas activities in the southern cone.  Historically,
PAE's main cash generating assets were located in Argentina, at
the Pan American Energy LLC, Argentine Branch level.


PATCH INTERNATIONAL: Posts $281,898 Net Loss in FY 2005 1st Qtr.
----------------------------------------------------------------
Patch International Inc. delivered its financial results for the
quarter ended Aug. 31, 2005, to the Securities and Exchange
Commission on Oct. 17, 2005.

For the three-month period ended Aug. 31, 2005, Patch
International incurred a $281,898 net loss, an 85.6% increase over
the $151,891 net loss reported a year earlier.  The Company has
accumulated losses of $1,942,678 since inception.

The Company's balance sheet showed $12,539,243 of assets at Aug.
31, 2005, and liabilities totaling $633,105.  As of Aug. 31, 2005,
the Company had a working capital deficiency of $497,717 compared
to a $441,549 working capital deficiency at May 31, 2005.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Morgan & Company expressed substantial doubt about Patch
International's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended May 31, 2005.  The auditing firm says that the Company needs
to have future profitable operations or obtain additional
financing in order to continue as a going concern.

                  Available-For-Sale Securities

Patch International holds an approximate 8.6% equity interest in
Pharmaxis Ltd., an Australian company listed on the Australian
Stock Exchange.  These shares are restricted from trading until
Nov. 11, 2005 and are recorded at fair value.  At Aug. 31, 2005,
the Company has recognized a discount from quoted market value of
securities held for resale due to the following factors:

    -- lack of marketability of the Company's holdings due to the
       trading restriction until Nov. 2005;

    -- the ability to dispose of large-block holdings in a timely
       manner; and

    -- the risk associated with an investment in a startup company
       engaged in research and development.

The discounted market value at Aug. 31, 2005, is recorded at
$12,189,000, net of tax of $5,485,000, resulting in an unrealized
gain of $12,188,999, which is recorded as other comprehensive
income, a separate component of shareholders' equity.

                    About Patch International

Patch International -- http://www.patchenergy.com/-- is a junior  
oil and gas producer that currently earns oil revenue from 19 oil
wells.  These wells provide the company with both short-term and
long-term cash flow.  It is anticipated that these wells will have
a life of over 15 years.  PTII has properties in North America,
and is exploring opportunities in North Africa, South America, and
Ukraine.  Praxis Pharmaceuticals Inc. acquired Patch International
through a stock-for-stock transaction on March 15, 2004.  As a
result of the acquisition, the Company is a wholly owned
subsidiary of Praxis.


PHILLIP COLLECTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Phillip Howard Collector
        717 Light Street, Suite 300
        Baltimore, Maryland 21230

Bankruptcy Case No.: 05-42339

Chapter 11 Petition Date: October 15, 2005

Court: District of Maryland (Baltimore)

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, Maryland 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $242,789

Total Debts:  $1,310,411

Debtor's 20 Largest Unsecured Creditors:

          Entity                                 Claim Amount
          ------                                 ------------
Internal Revenue Service                             $340,393
Centralized Insolvency Unit
P.O. Box 21126
Philadelphia, PA 19114

Internal Revenue Service                             $152,201
Centralized Insolvency Unit
P.O. Box 21126
Philadelphia, PA 19114

Internal Revenue Service                             $149,418
Centralized Insolvency Unit
P.O. Box 21126
Philadelphia, PA 19114

Internal Revenue Service                             $110,931

Internal Revenue Service                             $104,122

Internal Revenue Service                              $94,671

Internal Revenue Service                              $79,038

Internal Revenue Service                              $68,277

Internal Revenue Service                              $65,412

Internal Revenue Service                              $61,839

Internal Revenue Service                              $43,092

Internal Revenue Service                              $20,250

Internal Revenue Service                              $17,034

Internal Revenue Service                              $16,327

Internal Revenue Service                              $13,160

Internal Revenue Service                              $12,342

Internal Revenue Service                              $11,261

Internal Revenue Service                               $9,869

Internal Revenue Service                               $7,128

Internal Revenue Service                               $6,011


PLEJ'S LINEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Plej's Linen Supermarket SoEastStores LLC
             aka Ostrow Textile Co., Inc.
             aka Ostrow Textile LLC
             454 South Anderson Road, Suite 600
             Rock Hill, South Carolina 29730

Bankruptcy Case No.: 05-35484

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ostrow Holdings, Inc.                      05-35493
      Ostrow Company, LLC                        05-35498
      Ostrow Wholesale Company, LLC              05-35504

Type of Business: The Debtors have two core business -- retail
                  sale of first quality program home accessories
                  for bed, bath, window, decorative and house
                  wares and limited closeout and discontinued
                  opportunistic merchandise and wholesale of bed
                  and bath textiles.

                  The Debtors previously filed for chapter 11
                  protection on April 14, 2004(Bankr. W.D. N.C.
                  Case No. 04-31383) and emerged from that
                  bankruptcy proceeding on April 12, 2005.

Chapter 11 Petition Date: October 14, 2005

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtors' Counsel: Paul R. Baynard, Esq.
                  Rayburn, Cooper & Durham, P.A.
                  227 West Trade Street, Suite 1200
                  Charlotte, North Carolina 28202
                  Tel: (704) 334-0891
                  Fax: (704) 377-1897

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Plej's Linen Supermarket   $100,000 to        $1 Million to
SoEastStores LLC           $500,000           $10 Million

Ostrow Holdings, Inc.      Less than $50,000   $1 Million to
                                               $10 Million

Ostrow Company, LLC        $1 Million to       $1 Million to
                           $10 Million         $10 Million

Ostrow Wholesale           Less than $50,000   $1 Million to
Company, LLC                                   $10 Million

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Springs Industries, Inc.         Trade debt            $201,563
P.O. Box 75066
Charlotte, NC 28275

Larson Allen Weishair & Co. LLP  Professional          $129,000
SDS12-2363                       Services
P.O. Box 86
Minneapolis, MN 55486-2363

Arlee Home Fashions              Trade debt             $76,925
P.O Box 3463
Buffalo, NY 14240

The Finley Group                 Professional           $64,546
6100 Fairview Road, Suite 1220   Services
Charlotte, NC 28210

Phi Trading Company Ltd.         Trade debt             $63,077

Elite Home Products, Inc.        Trade debt             $62,807

Hollander Home Fashions Corp.    Trade debt             $55,544

Fallani and Cohn                 Trade debt             $48,198

Creative Bath Products Inc.      Trade debt             $46,946

Rug Doctor LP                    Trade debt             $44,710

UMA Enterprises Inc.             Trade debt             $40,617

Beatrice Home Fashions, Inc.     Trade debt             $39,225

L R Resources Inc.               Trade debt             $35,132

Kimlor Innovative Home Fashions  Trade debt             $29,513

Gramercy Marketing Associates    Trade debt             $28,684

Artistry Designs By Reliance     Trade debt             $27,063

Evergreen Enterprises, Inc.      Trade debt             $27,030

International Brass House Inc.   Trade debt             $24,904

International Silver Company     Trade debt             $24,888

Creative Motion Industries Inc.                         $24,716


PQ CORP: Moody's Affirms $275-Million Sr. Sub. Notes' B3 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating for PQ
Corporation's senior secured bank debt, the B3 rating on its
senior subordinated notes, and its SGL-2 speculative grade
liquidity rating.  However, the rating outlook was changed to
negative from stable as a result of the company's recent
announcement that it will increase debt by $80 million in order to
pay a $110 million cash dividend to its shareholders.

Ratings Affirmed:

   1) Corporate Family Rating -- B1

   2) $100 million six-year guaranteed secured revolving credit
      facility -- B1

   3) $335 million guaranteed secured term loan due 2012 -- B1

   4) $275 million 7.50% guaranteed senior subordinated notes
      due 2013 -- B3

   5) Speculative Grade Liquidity rating -- SGL-2

Moody's views PQ's strong, stable, and geographically diverse
inorganic specialty chemicals and engineered glass materials
businesses as its primary credit strengths.  The ratings consider
the strength of PQ's franchise in terms of its market positions
and long-lived customer relationships, offset by the leveraged
nature of its balance sheet.  More than 85% of sales reflect
products in which PQ has a meaningful number one position.  

In addition, the B1 corporate family rating recognizes PQ's strong
profit margins, stable source of revenues and operating cash flow,
and ability to generate meaningful free cash flow.  Moody's
believes that PQ's raw material supply contracts and natural gas
hedges are important to PQ maintaining the current level of
profitability.

The B1 corporate family rating also reflects PQ's high leverage
and the relatively small size of PQ's revenue base.  Total debt,
after the announced dividend is financed, will initially exceed
total annual revenues.  The rating also anticipates that PQ may
pursue modest bolt-on acquisitions (of no more than $10 million)
as it has been a consolidator in its industries.  PQ's natural gas
costs have been insulated from the full effect of recent price
increases due to the low costs embedded in its natural gas hedges
but these hedges diminish over time.  Therefore, PQ's margins and
its ratings could be pressured if natural gas prices do not ease
in the second half of 2006.

Moody's notes that the credit agreement for the credit facility
contains many standard covenants.  An amendment to the credit
agreement requiring the approval of the banks holding a majority
of the commitments must be secured to approve the $80 million in
additional debt needed to fund the dividend.  The possibility of
additional indebtedness and restricted payments allowed under the
credit agreement raises concern given the company's already
substantial leverage.  The credit agreement may allow for
substantial additional indebtedness that could further subordinate
the notes and investments that could reduce cash flow available
for debt reduction.  The credit facilities are guaranteed by PQ's
parent, Niagara Holdings, Inc.  The credit facilities and the
notes are guaranteed by all domestic subsidiaries.

PQ's negative outlook reflects the additional $80 million in debt
PQ plans to take on to fund the recently announced $110 million
dividend ($30 million will be funded with cash) and management's
departure from the debt reduction philosophy initially set forth
when PQ was taken private in February 2005.  The negative outlook
also reflects Moody's expectations that raw material prices and
energy costs (PQ has not hedged 100% of next year's energy usage)
will pressure operating margins and that credit metrics could
worsen in the near-term.

A downgrade could result from:

   1) PQ making additional dividends before reducing debt to
      levels below the current level (i.e., before the effect of
      financing the recently announced dividend);

   2) taking on additional debt;

   3) a diminished ability to meet covenants;

   4) a deterioration in operating results or free cash flow; or

   5) a deterioration in other fundamentals.

Moody's would look for meaningful debt reduction and an
improvement in PQ's credit metrics before considering moving the
outlook back to stable.

PQ's interest coverage is considered modest, with projected EBITDA
covering interest expense approximately 2.3 times for the year
ending December 31, 2006.  Moody's expects leverage, Total
Debt/EBITDA, on a consolidated basis, to drop to about 5 times by
the end of 2006.

Structurally, the B1 assigned to the credit facilities reflects
their senior secured position in the capital structure although
asset coverage in a distressed scenario does not provide the
support necessary to move the B1 rating higher even with its
secured position.  Moody's views the level of asset coverage in a
distressed scenario as marginal.  The credit facilities will be
secured by perfected first priority pledges of all the equity
interests of PQ and each of PQ's direct and indirect US
subsidiaries and 65% of the equity interests of the first tier
Foreign Subsidiaries (except Unrestricted Subsidiaries) and
perfected first priority security interests in and mortgages on
all material tangible and intangible assets of PQ and the
guarantors.  The credit facilities are fully and unconditionally
guaranteed on a joint and several basis by Holdings.  The credit
facilities and the notes are fully and unconditionally guaranteed
on a joint and several basis by all of the existing and future
direct and indirect US subsidiaries of PQ.

The SGL-2 rating indicates good liquidity.  PQ's liquidity is
supported by:

   * its ability to generate positive pro forma free cash flow;

   * the anticipated availability under its $100 million committed
     bank facility ($25 million will be drawn to fund the
     dividend);

   * modest near-term debt maturities; and

   * the expectation that it will be in compliance with its
     financial covenants over the next four quarters.

Asset sales are not expected to be a significant source of
liquidity in the near term.  However, Moody's notes that a decline
in anticipated annual free cash flow to less than $20 million, or
a modest reduction in either cash balances (after the $30 million
reduction to fund the dividend) or availability on the revolving
credit facility could result in a lower liquidity rating.

PQ Corporation, headquartered in Berwyn, Pennsylvania, is a
leading provider of inorganic specialty chemicals, including:

   * sodium silicate,
   * high performance silicate derivatives, and
   * engineered glass materials.


PRESIDENT CASINOS: Earns $2MM of Net Income in FY 2005 2nd Quarter
------------------------------------------------------------------
President Casinos Inc. delivered its financial results for the
quarter ended Aug. 31, 2005 to the Securities and Exchange
Commission on Oct. 13, 2005.

In its Form 10-Q for the quarter ended Aug. 31, 2005, President
Casinos reports a $2,127,000 net income compared to a $744,000 net
loss for the same period in 2004.  The Company had accumulated of
$112,986,000 at Aug. 31, 2005.

However, the Company incurred a net loss from continuing
operations of $0.6 million during the three-month period ended
Aug. 31, 2005 compared to a net loss from continuing operations of
$1.3 million a year earlier.

The Company's balance sheet showed $64,009,000 of assets at Aug.
31, 2005, and liabilities totaling $74,964,000, resulting in a
stockholders' deficit of $10,955,000.   As of Aug. 31, 2005, the
Company had $25,082 of unrestricted cash and cash equivalents.

                     Discontinued Operations

As a result of the sale of President Casinos' Biloxi operations in
April 2005 and the pending sale of its St. Louis operations, the
Company has classified these businesses as discontinued
operations.  Discontinued operations now consist of the Company's
St. Louis segment, Biloxi segment and the former vessel-leasing
segment.

From discontinued operations, the Company generated net income of
$31.2 million during the six-month period ended Aug. 31, 2005,
compared to a net loss of $1.3 million during the six-month period
ended Aug. 31, 2004.

As reported in the Troubled Company Reporter on April 19, 2005,
the Company sold the President Casino Broadwater Resort in Biloxi,
Mississippi, to Broadwater Development, LLP, for approximately $82
million.

In light of the sale of the Company's Biloxi assets and leasing
operations assets, and the pending contract for sale of the St.
Louis operations, the Company has one reportable segment from
continuing operations consisting of corporate administration.
        
                       Going Concern Doubt

President Casinos is currently operating under bankruptcy
protection and continuation of its businesses as a going concern
is contingent upon, among other things, on its ability to
formulate a consensual reorganization plan.

Deloitte & Touch LLP expressed substantial doubt about President
Casinos' ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended Feb.
28, 2005 and Feb. 29, 2004.  The auditing firm pointed to the
Company's recurring losses from operations, negative cash flow
from operations and stockholders' deficit.

                     About President Casinos

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a  
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.  
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade, Esq., at Hockett Thompson Coburn LLP,
represents the Debtors in their restructuring efforts.  The
Company's balance sheet at Aug. 31, 2005 showed assets totaling
$64,009,000 and debts totaling $74,964,000.


PRESIDENT CASINOS: Columbia Sussex Withdraws License Application
----------------------------------------------------------------
Columbia Sussex, Inc., notified President Casinos, Inc.
(OTC:PREZQ.OB) that Sussex has withdrawn its application for
licensure with the Missouri Gaming Commission.  In its
notification, Sussex cited its belief that any further efforts to
obtain its license would be futile.  As a result, Columbia Sussex
has notified President that Sussex would be unable to satisfy the
conditions to closing set forth in the sales contract for the
proposed purchase by Sussex of President's St. Louis, Missouri
casino operation.

On Oct. 7, 2004, Columbia Sussex was the winning over-bidder for
the President's St. Louis casino operations at an auction
conducted under the terms of Section 363 of the United States
Bankruptcy Code.  The agreement was for a purchase price of
$57 million, subject to certain closing adjustments, and had been
approved by the United States Bankruptcy Court for the Eastern
District of Missouri.  The sale was also contingent upon licensing
approval of Columbia Sussex and its key officers by the Missouri
Gaming Commission.

President views Sussex's withdrawal of its Missouri gaming license
application as a breach of the sale agreement.  President is
reviewing its legal options regarding the actions of Sussex.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a  
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.  
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade, Esq., at Hockett Thompson Coburn LLP,
represents the Debtors in their restructuring efforts.  The
Company's balance sheet at Aug. 31, 2005 showed assets totaling
$64,009,000 and debts totaling $74,964,000.


QUALISTICS INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Qualistics, Inc.
        5355 Mira Sorrento Place, Suite 700
        San Diego, California 92121

Bankruptcy Case No.: 05-13977

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Don E. Erickson, Esq.
                  7668 El Camino Real, Suite 104
                  La Costa, California 92009
                  Tel: (760) 918-0520
                  
Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


REFCO INC: Interest Grows in Sale of Regulated Subsidiaries
-----------------------------------------------------------
Refco, Inc. (OTC: RFXCQ), said that there is strong and growing
interest in the sale of its regulated subsidiaries, which were
excluded from the company's Chapter 11 filing.

The regulated units primarily include Refco, LLC, and its
affiliates:

      * Refco Securities, LLC,
      * Refco Overseas Ltd.,
      * Refco (Singapore) Pte. Ltd.,
      * Refco Investment Services Pte. Ltd.,
      * Refco Canada Co.,
      * Refco India PVT Ltd.,
      * Refco Securities SA,
      * Refco Taiwan Ltd., and
      * Refco Japan Ltd.  

They operate under the oversight of regulatory agencies such as
the Securities and Exchange Commission and the Commodity Futures
Trading Commission in the U.S., the Financial Services Authority
in London, the Monetary Authority of Singapore in Singapore and
Investment Dealers Association of Canada.

Bidders have also expressed interest in all of Refco's businesses
and are evaluating them as part of the bid process.

"The strong and growing interest in the sale of Refco's regulated
subsidiaries, in particular, is evidence of the widespread
recognition within the financial community of the value of Refco
as a viable, going-concern business," said William Sexton, chief
executive officer of the company.

Refco's regulated businesses, which are governed by the rules and
regulations of the world's established exchanges and regulatory
authorities, continue to operate and remain viable businesses.
Refco's management and the board believe that the value of these
businesses could be best realized by selling them to knowledgeable
and experienced bidders as a going concern.  This judgment has
been validated by the number of buyers who wish to participate in
the bankruptcy court-supervised auction at prices that may be
significantly in excess of regulatory capital.

"We realize that recent events affecting Refco have caused concern
and uncertainty, so it is critical that our customers and brokers
understand that customer accounts in the exchange-traded business
operate in full compliance with all rules governing the treatment
of customers funds and continue to enjoy all of the protections
and guarantees afforded to all those who trade on regulated
exchanges," added Mr. Sexton.

At the hearing on Oct. 24, 2005, the Court approved a deadline of
Nov. 4 for the submission of bids for the auction slated for
Nov. 9 with final court approval of the sale slated for Nov. 10.  
The Court also sharply reduced the maximum break-up fee and
expenses that had been part of the agreement with the Flowers'
group to $5 million and $1 million, respectively.  The Court is
expected to formally sign the order after modifications have been
made.

The Court's decision comes as the dollar amount offered for
Refco's regulated businesses has grown.  In its Oct. 17, 2005,
offer to buy the firm, the Flowers group proposed a price of
$768 million.  As of Oct. 26, 2005, there are reports of offers
exceeding $850 million.

"The purpose of the memorandum of understanding with J.C. Flowers
and their selection as a 'stalking horse' in the auction process
was to ensure that Refco received the best and highest bids for
its assets, thereby maximizing recovery for creditors," said Mr.
Sexton.  "It is clear that the process we are undertaking is doing
just that," he said.  "It is also clear from the activity in Court
Monday and the widespread expressions of interest that these
businesses have substantially more value as going concerns than as
liquidated assets.

"That we accomplished this under such trying circumstances is
evidence of the value of Refco's businesses and people, especially
its regulated brokerage operations," Mr. Sexton continued.

Refco units in the so-called unregulated or over-the-counter
market, including Refco Capital Markets, Ltd., are now operating
under the full protection of Chapter 11 of the U.S. Bankruptcy
Code.  The future of the accounts at those units will be
determined by the U.S. Bankruptcy Court for the Southern District
of New York in Manhattan.

Mr. Sexton noted that Refco's employees and brokers continue to
play a critical role in the future of the company.  "Our employees
and brokers are among the Company's most important assets," he
said.  "Their support and loyalty throughout this process has been
extraordinary," he added.

"As a company, we will continue to work together and move as
quickly as possible to resolve these matters as transparently and
efficiently as possible."

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.


RICHARD O'NEILL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Richard J. O'Neill
        812 Dodds Drive
        Champaign, Illinois 61820

Bankruptcy Case No.: 05-94949

Chapter 11 Petition Date: October 14, 2005

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: James R. Enlow, Esq.
                  611 East Monroe, Suite# 200
                  Post Office Box 19483
                  Springfield, Illinois 62701
                  Tel: (217) 753-8200
                  Fax: (217) 753-8206

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


ROBERT WALSH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robert Williams Walsh
        f/d/b/a Bellwinart, Inc.
        f/d/b/a Double Dips, Inc.
        f/d/b/a TH Treats, Inc.
        f/d/b/a Ribs for Pleasure I, Inc.
        a/k/a Ribs for Pleasure II, Inc.
        8501 West Thorn Tree
        Muncie, Indiana 47304

Bankruptcy Case No.: 05-33101

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Bret S. Clement, Esq.
                  Ayres Carr & Sullivan, P.C.
                  251 East Ohio Street, Suite# 500
                  Indianapolis, Indiana 46204-2186
                  Tel: (317) 636-3471
                  Fax: (317) 636-6575

Total Assets: $357,339

Total Debts:  $1,175,472

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Simon Property Group, L.P.    Lease Guaranty            $350,000
c/o Donald D. Levenhagen
Cohen & Malad, LLP
One Indiana Square, Ste.1400
Indianapolis, IN 46204

Varsity Contractors, Inc.     Trade Debt                $270,000
P.O. Box 1692
Pocatello, ID 83204

Bank One                      Guaranty                  $124,039
220 South Walnut Street       Value of Security:
Muncie, IN 47305              $176,460

Williams Realty               Lease Guaranty             $93,000

T&W Corporation               Trade Debt                 $16,000

Indianapolis Power & Light    Trade Debt                  $2,121
Company

D2, Inc.                      Trade Debt                    $949

Atlas Restaurant Supply       Trade Debt                    $906

Diversified Communications    Trade Debt                    $344
Group

Tri-State Coca-Cola Btlng.    Trade Debt                    $300

Brolin Retail Systems, Inc.   Trade Debt                    $293

D2, Inc.                      Trade Debt                    $279

Klosterman's Baking Company   Trade Debt                    $185

Plazza Product                Trade Debt                    $161

Citizens Gas                  Trade Debt                    $125

Ecolab                        Trade Debt                     $95

Van Dyne Crotty               Trade Debt                     $91

Indianapolis Water            Trade Debt                     $84

Cintas Corporation #716       Trade Debt                     $37

Paul N. Adrian                Contribution Claim              $1


ROGERS COMMS: Buying Nortel Network's Brampton Site for $100 Mil.
-----------------------------------------------------------------
Rogers Communications Inc. (TSX: RCI; NYSE: RG) will purchase
Nortel Network's (NYSE:NT)(TSX:NT) site in Brampton, Ontario.

Under the terms of the agreement, which is subject to due
diligence and other terms and conditions, Rogers will acquire the
almost one million square feet facility, including fixtures and
certain personal property located at the facility, and the
63 acres of land the facility is located on for a purchase price
of approximately $100 million.

"This agreement is a win for both companies," said Bill Owens,
vice chairman and chief executive officer, Nortel.  "This is
another proof point that we continue to execute on our strategy of
cost leverage through business simplification.  A key part of this
strategy has been to ensure that our real estate requirements are
sized to the needs of current business realities in order to
maximize our return on assets, bring our teams together, and
minimize operating expense.  We welcome Rogers Communications to
Brampton as they acquire one of the most impressive corporate
facilities in Canada."

"We're excited to return to Brampton, the City where our cable
operations began in 1967," said Ted Rogers, president and chief
executive officer, Rogers Communications Inc.  "Rogers is looking
forward to moving into this facility and continuing our focus on
innovation."

Pending completion of due diligence mid-December, Rogers will take
possession of the site on January 4, 2006.  Nortel is planning to
relocate to two offices in the Toronto region, a sales studio and
a larger corporate centre.

"Nortel will continue to have a significant presence in the
Toronto-area in order to remain close to customers, be in close
proximity of the financial capital of the country and to leverage
the large talent pool in the area," said Owens.

                      About Nortel Networks

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

                   About Rogers Communications

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications      
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On
July 1, 2005, Rogers completed the acquisition of Call-Net
Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national
provider of voice and data communications services.

                      About Rogers Telecom

Rogers Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.)  
-- http://www.sprint.ca/-- was acquired by Rogers Communications     
Inc. on July 1, 2005, and through its wholly owned subsidiary
Rogers Telecom Inc. (formerly Sprint Canada Inc.) is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Rogers Telecom owns and
operates an extensive national fiber network, has over 150 co-
locations in major urban areas across Canada including 33
municipalities and maintains network facilities in the U.S. and
the U.K.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Rogers Telecom Holdings
Inc. (formerly Call-Net Enterprises Inc.) and assigned a 'B-'
rating to its senior secured notes.  Fitch also places the ratings
of Call-Net on Rating Watch Positive due to the CDN$330 million
all-stock acquisition of Call-Net by Rogers Communications Inc.
(rated 'BB-' by Fitch).  Approximately $223 million of debt
securities are affected by these actions.

As reported in the Troubled Company Reporter on May 31, 2005,
Standard & Poor's Rating Services affirmed its 'BB' long-term
corporate credit ratings and 'B-2' short-term credit ratings on
Rogers Communications Inc., Rogers Wireless Inc., and Rogers Cable
Inc.  S&P said the outlook is stable.


ROUNDY'S SUPERMARKETS: Moody's Affirms $175 Mil. Notes' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Roundy's Supermarkets, Inc. at B2, the proposed $825 million bank
loan at B2, and the proposed $175 million senior note issue at B3.
Moody's also withdrew the rating on the proposed $150 million
of senior subordinated notes that were previously rated on
October 13, 2005.

Net proceeds will be used to pay a $400 million dividend
distribution to shareholders, in addition to refinancing the
existing $118 million term loan and $300 million senior
subordinated notes.  Relative to the prior capital structure that
Moody's rated on October 13, 2005, the senior subordinated
notes will no longer be issued and the dividend payment will be
$150 million less.

The ratings reflect:

   * the limited flexibility of the post-transaction capital
     structure with respect to liquidity and credit metrics;

   * Moody's opinion that supermarket retailing competition in the
     company's trade area will intensify; and

   * the ongoing challenges as the company completes the
     transition from a grocery wholesaler to a supermarket
     operator.

The rating outlook is stable.

These ratings are affirmed (subject to review of final
documentation):

   -- $825 million secured bank loan at B2,

   -- $175 million senior unsecured notes at B3, and the

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.

This rating is withdrawn:

   -- $150 million senior subordinated note rating of Caa1.

The current Ba3 rating on the $243 million secured bank loan and
the B2 rating on the 8.875% senior subordinated notes (2012) will
be withdrawn following completion of this contemplated
transaction.

The ratings are constrained by:

   * the substantial burden for debt service;

   * capital expenditures and cash taxes;

   * Moody's view that competitive pressures will intensify as
     well-regarded competitors like Wal-Mart (senior unsecured
     rating of Aa2) continue to develop supercenters in Roundy's
     trade areas; and

   * the company's degree of financial leverage.

The ongoing challenges as the company transitions to a grocery
retailer from a wholesaler, the scale of the company's operations
relative to larger players in the consolidating supermarket
industry, and the exposure to economic conditions of a narrow
geographic region (Wisconsin and contiguous areas) also affect
Moody's views of the challenges facing the company.

Although the dividend payment is $150 million less than originally
anticipated, debt protection measures will remain weaker than
typical for a higher rating category.  Partially offsetting the
incremental cash benefit of eliminating the $150 million senior
subordinated note is the scheduled $25 million contribution over
the next two years to the company's defined benefit pension plan,
per the Pension Benefit Guaranty Corp.  Moody's anticipates that
lease adjusted leverage will soon fall below 5.5 times, but
EBITDAR coverage of interest expense, rent, and capital
expenditures and free cash flow to debt will remain outside of the
credit metrics that would prompt an upgrade.

However, the ratings also recognize:

   * the company's position as the leading supermarket operator
     in Wisconsin;

   * substantial progress in the multi-year plan to transition
     from a grocery wholesaler to a grocery retailer; and

   * the steady, if low-margin, revenue stream from the remaining
     wholesale distribution segment.

The relatively modern condition of the company's store base, the
long-term stability of operating management, and the established
relationships with and knowledge of its remaining wholesale
customers, many of whom may eventually be acquisition targets,
also somewhat mitigate the business risks as the company continues
reducing its external wholesale segment.  Moody's believes that
the company has been able to maintain sales momentum and operating
margins, in spite of the adverse impact on many midsize
supermarket companies from non-traditional grocery retailers,
because of Roundy's still solid position within its core markets.

The B2 rating on the proposed bank loan (to be comprised of a
$125 million Revolving Credit Facility commitment and a $700
million Term Loan B), while recognizing the collateral value of
all tangible and intangible assets of the company and its
subsidiaries as well as the equity shares and guarantees of
material operating subsidiaries, reflects the fact that secured
debt will account for more than 80% of total long-term debt.  In a
hypothetical distressed scenario, Moody's believes that the
orderly liquidation value of easily monetizable assets, such as
accounts receivable and inventory, would fall below the bank loan
commitment.

Complete recovery would rely on the less easy-to-predict valuation
for property, plant, and equipment and intangible assets.  Moody's
expects that the Revolving Credit Facility will mostly be used to
bridge temporary cash flow timing differences.  Pro-forma as if
the transaction closed in June 2005, all of the revolving credit
facility was available except for $17 million reserved for Letters
of Credit.

The B3 rating on the proposed seven-year floating rate senior
unsecured notes considers that this debt is guaranteed by the
company's operating subsidiaries.  This class of debt is
effectively subordinated to the $825 million Bank Loan to the
extent of collateral and $56 million of Capital Lease Obligations.
These notes also rank pari passu with about $238 million of trade
accounts payable.  In a hypothetical distressed scenario, Moody's
believes that recovery for this class of debt would substantially
rely on residual enterprise value.

The stable outlook anticipates that the company will slowly grow
revenue and modestly improve its credit profile.  In addition,
Moody's also expects that the company will maintain solid
liquidity through moderating growth capital investment, if
operating results fall below plan.  Ratings would be negatively
impacted if:

   * retail operating performance does not improve from current
     levels;

   * the system begins to lose market share to supercenter or
     national supermarket operators; or

   * discretionary free cash flow is overspent for capital
     investment.

In particular, ratings would fall if:

   * a part of free cash flow does not amortize the term loan
     ahead of schedule;

   * liquidity tightens from permanent borrowings on the revolving
     credit facility; or

   * free cash flow to debt remains below 3%.

Over the longer term, ratings could move upward as financial
flexibility strengthens (such as EBITDAR consistently covering
interest expense, rent, and capital expenditures by more than 1.5
times, leverage sustainably falling below 5.5 times, and free cash
flow to debt exceeding 5%), average unit volume and operating
profit grow even as competitors open additional stores, and the
company achieves satisfactory returns on investment with the
planned remodel and development program.

Pro-forma for the recent divestitures of several distribution
centers, retail sales have grown to about 87% of company revenue
as compared to 12% of company revenue five years ago.  This growth
in retail revenue is primarily attributable to the purchase of
wholesale customers in core trade areas within Wisconsin and the
divestiture of distribution centers and wholesale customers in
peripheral markets.  With a higher proportion of revenue from
retail, overall gross margins have improved to 25% for the June
2005 quarter compared to 10% prior to wider expansion into grocery
retailing.

Leverage (pro-forma for the transition to retail and the proposed
capital structure) was about 5.5 times and EBITDAR modestly
covered cash interest expense, rent, and capital investment.
Moody's anticipates that operating improvements in both the retail
and wholesale segments, newly developed supermarkets, and the
occasional accretive acquisition will lead to moderately better
credit metrics.  However, we expect that ratio improvement will
largely come from increased operating cash flow in contrast to
rapid principal amortization.

Roundy's Supermarkets, Inc., with headquarters in Milwaukee,
Wisconsin, operates 132 retail grocery stores primarily under the:

   * Pick 'n Save,
   * Copps, and
   * Rainbow banners.

The company also distributes food and consumer products to
independent supermarkets in Wisconsin and contiguous states.  The
company generated revenue of $4.2 billion over the twelve months
ending July 2, 2005.


SAINT VINCENTS: Says There's No Reason to Terminate Policies      
------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates assert that A.I. Credit Corporation's request to
lift the automatic stay to terminate certain insurance policies is
not warranted.

A.I. Credit Corporation wants to cancel the insurance policies it
financed in favor of the Debtors pursuant to their Premium
Financing Agreements.  The Debtors allegedly failed to pay for the
$1,402,723 in scheduled payments due on July 1, 2005.

On July 12, 2005, the Debtors obtained the Court's permission to
pay, among other things, obligations under their insurance
financing agreements.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that business representatives of the Debtors confirmed by
telephone with AICC on October 11, 2005, that AICC's records
reflect that the Debtors have paid all amounts due to date under
the Agreements.

Mr. Troop reiterates that the Debtors have made, and continue to
make, all payments to AICC due under the Agreements.  Because
there is no default in payments, AICC does not need to exercise
its contractual remedies to cancel the Insurance Policies.

Mr. Troop adds that AICC is not entitled to adequate protection.  
He notes that, by its own admission, AICC was fully secured as of
the filing of the Stay Motion.  Where the Debtors continue to make
regular payments under the Agreements, it is difficult to
articulate a circumstance where AICC would become undersecured.

Even if this were the case, however, AICC remains adequately
protected as a result of the Debtors continued payments.  AICC's
exposure with respect to the underlying policy premiums diminishes
with each payment and in accordance with the contractual schedule
it negotiated.  Any risk it takes is commensurate with contractual
risk it agreed to take.

Mr. Troop maintains that the Insurance Policies are unquestionably
necessary to the Debtors' reorganization efforts.  Malpractice
coverage simply is necessary for the Debtors to be able to provide
healthcare.  Also, the Debtors, by AICC's admission, have equity
in those policies.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Asserts that Ventilators are Estate Property
------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates admit that they ordered and received
28 ventilators from Mallinckrodt, Inc., prepetition and that
they were unable to pay for the ventilators due to financial
difficulties.

As reported in the Troubled Company Reporter on Oct. 10, 2005,
Mallinckrodt had asked the U.S Bankruptcy Court for the Southern
District of New York to rule that the automatic stay does not
enjoin Mallinckrodt from enforcing its interest in the equipment,
which is not property of the estates.

Mallinckrodt has not received payment for these equipment:

                                      Number of    Collective
            Debtor                  Ventilators         Price
            ------                  -----------    ----------
   St. Vincent's Catholic
      Medical Center-Staten Island      10           $286,231
   St. John's Queens Hospital           10           $310,661
   Mary Immaculate Hospital              8           $249,128

                        Debtors' Response

With Mallinckrodt's knowledge, after the delivery, the Debtors
explored alternatives for financing the purchase of the
ventilators, including a potential leasing arrangement, Andrew M.
Troop, Esq., at Weil Gotshal & Manges LLP, in New York, relates.  
In connection with the proposed lease agreement, SVCMC sought
approval from the United States Department of Housing and Urban
Development as required pursuant to an Amended and Restated
Regulatory Agreements between SVCMC and HUD, dated Aug. 23, 2000.  
The HUD's approval, however, was not received.

Without financing in place, SVCMC defaulted on its prepetition
obligation to pay the purchase price for the ventilators.  
Mr. Troop, however, notes that the ventilators have constantly
been in the possession and under the dominion and control of
SVCMC since they were delivered.  The ventilators are currently
being used to provide critical patient care at Mary Immaculate
Hospital, St. John's Queens Hospital, and St. Vincent's Staten
Island.

Section 541(a) of the Bankruptcy Code provides that a property of
an estate includes all legal, equitable and possessory interests
of a debtor in and to property, wherever located.

Mr. Troop asserts that the ventilators are property of SVCMC's
estate.  He notes that they were delivered to SVCMC prepetition.  
In addition, they were delivered in a "sales" transaction.  Since
delivery, SVCMC has used the ventilators in its operations as the
owner of those equipments.

Because the ventilators are property of SVCMC's estate and the
automatic stay applies, Mallinckrodt can repossess the
ventilators only if it can satisfy the conditions set forth in
Section 362(d) of the Bankruptcy Code.

However, "it cannot," Mr. Troop maintains.

He explains that a prerequisite to obtaining relief from stay to
repossess property of an estate is that the party seeking relief
from the stay has an interest in that property.

Mr. Troop notes that it is clear that Mallinckrodt has no
interest in the ventilators other than the interest of a seller
who did not get paid its purchase price.  Mallinckrodt received
no security interest in the ventilators and it failed to perfect
any security interest in those ventilators.  Under these facts,
Mallinckrodt is merely a prepetition unsecured creditor unable to
take any action to elevate its general unsecured position and
repossess the ventilators.

Citing In re Timbers of Inwood Forest Assocs., Ltd., 484 U.S. 365
(1988), Mr. Troop states that it is axiomatic that unsecured
creditors cannot attach property of the estate to satisfy their
own claims or seek adequate protection for their unsecured
claims.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Patsy Merola Seeks to Enforce $2.6 Mil. Judgment  
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates consent to the modification of the automatic
stay only to permit the Appellate Division to rule on an appeal
filed by Patsy Merola.

Ms. Merola, as administrator of the Estate of Wanda Merola, is a
plaintiff in a pending state action for wrongful death and pain
and suffering against Catholic Medical Center of Brooklyn and
Queens Inc.  The action was commenced in the New York State
Supreme Court, Queens County, and is presently pending in the
Appellate Division, Second Department, of the Supreme Court of the
State of New York.

Mr. Merola obtained a $2,652,539 Judgment from the State Court on
October 9, 2003.  The Judgment continues to accrue simple interest
at the statutory rate of 9%, according to Mr. Merola.

Howard A. Suckle, Esq., at Suckle, Schlesinger & Leifert PLLC, in
New York, relates that the Debtor appealed the entire Judgment to
the Appellate Division.  To prevent Mr. Merola from enforcing the
Judgment during the pendency of the appeal, on November 12, 2003,
the Debtor filed and served Mr. Merola an "Undertaking on appeal
from a Judgment directing the payment of money", which was issued
by Great American Insurance Company.  The Undertaking requires the
issuer to pay the Judgment, or any part of it, that is affirmed by
the Appellate Division, if the Debtor fails to pay the amount.

The Debtors seek to reduce various aspects of the damage awards
upon which the Judgment was based.  Mr. Merola did not appeal any
aspect of the Judgment but only sought to have the Judgment
affirmed.  After oral argument, the Appellate Division reserved
decision.  The Appellate Court is precluded from rendering its
decision as a result of the Debtors' bankruptcy filing.

In this regard, Mr. Merola asks the Court to lift the stay to
allow the Appellate Division to render its decision on the Appeal.

The Debtors will, at worst, remain in the same position it is
presently in, Mr. Suckle asserts.  He relates that the Debtors
have vigorously sought to have the entire award dismissed, asking
the appellate court to force Mr. Merola to accept a pre-verdict
settlement of $250,000.

In the alternative, the Debtors have asked the Appellate Division
to dismiss the claim or at least dismiss the wrongful death awards
to the decedents of Ms. Merola.  If Catholic Medical Centers
prevails on any of its arguments, the damage awards would be
reduced and therefore so too would the Judgment, Mr. Suckle notes.

Pursuant to the Undertaking, Mr. Merola will ask Great American
Insurance to pay the Judgment as affirmed or reduced, as at
present the Debtors cannot be forced to pay as a result of the
bankruptcy stay.

Mr. Merola also seeks relief from stay to permit him to stipulate
or accept any reduction of the damage award, and to enter a new
Judgment based on the reduced damage award, if necessary.  

The need to stipulate can only benefit the Debtors by forever
limiting the Judgment to the amount of the reduced Judgment, Mr.
Suckle explains.  In turn, should the Debtors emerge from
bankruptcy, the Debtors could seek further reduction in further
appeals should they so desire, while Mr. Merola would have
already stipulated to accept the reduced damage award and
Judgment precluding an appeal to reinstate the original higher
Judgment.  The stipulation also allows Mr. Merola to have a
dollar amount to claim to Great American Insurance, and for all
parties in the bankruptcy case to know amount of the Merola
claim.

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)


SAN JUAN CABLE: Moody's Pares Rating on Planned $125M Loan to B3
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
on San Juan Cable LLC and the B1 rating on its proposed first lien
bank facilities and downgraded the rating on the second lien
facility to B3.  On October 12, Moody's assigned B1 and B2 ratings
to San Juan's proposed first and second lien bank facilities; the
company subsequently changed the debt capital structure.  The new
ratings incorporate the $35 million increase in first lien debt
and the consequent increase in subordination of the second lien
debt.  The total amount of debt did not change, and Moody's
maintained the B2 corporate family rating.  The outlook is stable.

A summary of Moody's actions on San Juan:

   -- affirmed B2 corporate family rating;

   -- affirmed B1 rating on proposed $50 million senior secured
      1st lien revolving credit facility due 2011;

   -- affirmed B1 rating on proposed $225 million senior secured
      1st lien term loan B due 2012; and

   -- downgraded to B3 (from B2) rating on proposed $125 million
      senior secured 2nd lien term loan due 2013.

The B1 rating on the first lien bank debt reflects its senior most
position in the capital structure and perfected first lien
interest in all assets and equity of San Juan Cable.  High
collateral coverage warrants a rating one notch higher than the
B2 corporate family rating.  Moody's believes the cable systems
would retain meaningful collateral value in distress.  Both first
and second lien lenders benefit from a fairly meaningful equity
cushion, which represents approximately 30% of the capital
structure.  The B3 rating on the second lien loan incorporates its
subordination to the first lien debt.  The $35 million increase
further subordinates the second lien and limits recovery in a
distress scenario, which supports Moody's decision to notch the
second lien down to B3.

San Juan Cable is the leading provider of cable television
services in Puerto Rico with approximately 140,000 subscribers.
Its latest twelve months revenue through June 30, 2005, was
approximately $123 million.


SEMGROUP L.P.: Fitch Assigns B+ Rating to $250MM Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to SemGroup, L.P.'s
proposed offering of $250 million senior unsecured notes due 2015.  
In addition, Fitch affirms these ratings:
     
     -- SemCrude L.P. $400 million senior secured term loan due   
        March 2011 'BB-';

     -- SemCrude L.P. $50 million secured revolving credit
        facility due August 2008 'BB-';

     -- SemCams Midstream Co. $175 million senior secured term
        loan due March 2011;

     -- SemCrude L.P. $1.2 billion secured working capital
        facility due August 2008 'BB'.

The Rating Outlook is Stable.  Proceeds from the proposed senior
note offering will be utilized to reduce borrowings under
SemCrude's secured term loan due March 2011.

Founded in April 2000, SemGroup is a privately held midstream
energy partnership focused primarily on providing gathering,
transportation, processing, and marketing services for crude oil
and refined products in the U.S. midcontinent region and Canada.

In addition, through its recent acquisition of Koch Materials Co.,
SemGroup operates a leading North-American commercial asphalt
business.  The partnership is currently owned by management and
various private equity investors, including Ritchie Capital
Management and, most recently, Carlyle/Riverstone Global Energy
and Power Fund II, which acquired an approximate 30% stake in the
partnership in January 2005 for $75 million cash.

The 'B+' rating assigned to the proposed note offering reflects
the subordination of these securities to SemGroup's outstanding
secured term loans and revolving credit facilities aggregating
$1.55 billion after giving affect to the proposed note offering.  
Fitch notes that lenders under these credit facilities benefit
from a particularly tight transaction structure featuring both
collateral and borrowing base protection.

Specifically, the $1.2 billion working capital facility is
governed by a borrowing base and is secured by a first-priority
perfected lien on working capital assets and second lien on fixed
assets while the term loans and $50 million corporate revolver are
secured by a first lien on all fixed assets and a second lien on
the working capital assets.

SemGroup's underlying credit profile benefits from the ongoing
diversification of the partnership's earnings and cash flow
through the recent acquisition of fee-based energy businesses and
the expectation for consolidated credit ratios to remain strong
relative to SemGroup's current ratings.

Key credit concerns include SemGroup's relatively short operating
history, a still heavy dependence on volatile crude oil marketing
activities, and integration risks associated with recent
acquisition activity.  Size and scale is also an issue, however,
Fitch believes this concern has the potential to moderate over
time as SemGroup develops a longer track record of successfully
operating its larger, more diversified portfolio of energy
businesses.

SemGroup derives a meaningful percentage of its gross margin
through its commodity marketing and logistics business, which
focuses on the purchase of crude oil, refined products, natural
gas liquids, and natural gas and entering into corresponding sales
transactions with third-party customers.  As part of this process,
SemGroup utilizes its physical asset base, including company owned
pipelines, storage tanks, and terminals, to capture value from
changes in time, location, and quality.

In addition, SemGroup maintains preferred shipper status on
several key third-party refined product pipeline arteries.  Since
2000, marketing volumes and profits have grown exponentially,
driven primarily by increased capacity under the company's working
capital credit facility and favorable commodity market conditions,
especially contango, which has enabled SemGroup to recently
generate crude oil marketing margins well in excess of historical
averages.  Although SemGroup's marketing strategy is focused on
'back-to-back' physical transactions as opposed to market
speculation, the business entails certain risks, including
counterparty credit risk and ongoing access to working capital
credit to support commodity purchases and sales.

In addition, the absence of formal long-term contractual
arrangements with suppliers and customers requires the company to
maintain ongoing counterparty relationships.

Based on its initial review, Fitch believes that SemGroup
management has instituted an appropriate level of emphasis on risk
management, controls, and internal procedures given the overall
level of commodity risk assumed by SemGroup in its day-to-day
business activities.  SemGroup marks to market its commodity
positions on a daily basis and has imposed conservative daily and
cumulative stop-loss limits.  SemGroup's marketing activities are
further governed by the credit agreement, which restricts the
partnership to conducting covered or 'back-to-back' trades only
and limits open commodity positions to specific levels as approved
by the bank group.

SemGroup's efforts to increase its physical asset base in recent
years has diversified the partnership's business risk and provided
a more predictable source of third-party cash flow.  In
particular, the March 2005 acquisition of the Central Alberta
Midstream gathering and processing assets from BP Petroleum and
Chevron Texaco are expected to contribute recurring fee-based
EBITDA of up to $35 million annually.

In addition, the recent acquisition of Koch Materials bodes well
for further cash flow stability given the segment's leading market
share in core commercial asphalt markets and the near-term
potential for increased U.S. federal highway spending.

Moreover, SemGroup's traditional crude oil and refined product
segments own and operate a portfolio of strategically positioned
pipeline and terminal assets, including approximately 11% of the
storage capacity at the Cushing, OK delivery hub.  Fitch believes
these assets would be capable of generating a meaningful level of
third-party cash flow in the event SemGroup were to significantly
scale back or exit the marketing business.

Near-term consolidated credit protection measures are expected to
remain strong relative to SemGroup's rating category.  For the 12-
month period ended June 30, 2005, as adjusted to give the full
effect of recent acquisitions and financings, total debt to EBITDA
and EBITDA to interest approximated 3.2 times and 4.6x,
respectively.  Under a base-case scenario that assumes minimal
volume growth, normalized marketing margins, and moderate cost
synergies from recent acquisitions, key credit ratios should
gradually strengthen over the next several years.

As part of its analysis, Fitch prepared a series of alternative
projection scenarios to gauge partnership financial performance
under less favorable market conditions.  Importantly, Fitch's
stress test analysis demonstrates that SemGroup's credit measures
should remain within parameters for its rating category under more
onerous operating conditions, including a significant decline in
marketing-related margins and volumes.

SemGroup's prospective financial profile benefits from the
partnership's conservative distribution policy, which limits
annual cash distributions to 45% of taxable income, subject to
limitations in the credit agreement.  Unlike a publicly traded
master limited partnership, SemGroup is not under pressure to pay
out all of its available cash in the form of limited and general
partner distributions.  Accordingly, SemGroup should be able to
retain a significant level of cash within the partnership to
support any future growth plans.

The Stable Rating Outlook reflects Fitch's expectation that
SemGroup's credit and financial profile will remain consistent
with its ratings even under more onerous operating conditions,
including a lower margin environment for commodity marketing
activities and/or a reduction in overall volumes.

Factors leading to potential rating improvement over time would
include: the successful integration of recent and pending
acquisitions, including the achievement of projected cash flow
targets; increased credit capacity with trading counterparties
resulting in less dependence on external credit to support
marketing activities; and the prudently funded acquisition of
additional fee-based midstream assets.

At the same time, an unexpected loss in the marketing segment, a
revision in current risk management policies permitting more
aggressive commodity marketing practices, or the adoption of a
more aggressive cash distribution policy would likely place
downward pressure on SemGroup's rating and/or Outlook.


SEPRACOR INC: Balance Sheet Upside-Down by $212.79M at Sept. 30
---------------------------------------------------------------
Sepracor Inc. (Nasdaq: SEPR) reported its consolidated financial
results for the third quarter of 2005.  

For the three months ended September 30, 2005, Sepracor's
consolidated revenues were $205.7 million, of which revenues from
pharmaceutical product sales were $193.4 million ($92.5 million
for sales of XOPENEX(R) brand levalbuterol HCl Inhalation Solution
and $100.9 million for sales of LUNESTA(TM) brand eszopiclone).  

The net loss for the third quarter of 2005 was $2.2 million.  
Included in the third quarter 2005 results is a gain on the sale
of Vicuron stock of $18.3 million as a result of Pfizer's
acquisition of Vicuron.  These consolidated results compare with
consolidated revenues of $80.1 million, of which revenues from
pharmaceutical product sales (XOPENEX Inhalation Solution) were
$60.1 million, for the third quarter of 2004.  The net loss for
the third quarter of 2004 was $130.4 million.

For the nine months ended September 30, 2005, Sepracor's
consolidated revenues were $509.8 million, of which revenues from
pharmaceutical product sales were $466.7 million ($282.4 million
for sales of XOPENEX Inhalation Solution and $184.3 million for
sales of LUNESTA).  The net loss was $32.2 million.  Included in
the nine months ended September 30, 2005 results is a gain on the
sale of Vicuron stock of $18.3 million as a result of Pfizer's
acquisition of Vicuron.  These consolidated results compare with
consolidated revenues of $249.5 million, of which revenues from
pharmaceutical product sales (XOPENEX Inhalation Solution) were
$202.6 million for the nine months ended September 30, 2004.  

The net loss for the nine months ended September 30, 2004 was
$261.9 million.  Included in the net loss for the nine months
ended September 30, 2004 was a charge of $69.8 million,
representing inducement costs incurred in connection with the
conversion of convertible subordinated notes into shares of
Sepracor common stock.

As of September 30, 2005, Sepracor had approximately $942 million
in cash and short- and long-term investments.

Sepracor Inc. is a research-based pharmaceutical company dedicated
to treating and preventing human disease through the discovery,
development and commercialization of innovative pharmaceutical
products that are directed toward serving unmet medical needs.
Sepracor's drug development program has yielded an extensive
portfolio of pharmaceutical compound candidates with a focus on
respiratory and central nervous system disorders.  Sepracor's
corporate headquarters are located in Marlborough, Massachusetts.

As of September 30, 2005, Sepracor's equity deficit narrowed to
$212,788,000 from a $331,115,000 deficit at Dec.31, 2004.


SIERRA HEALTH: Earns $28.4 Million of Net Income in 3rd Quarter
---------------------------------------------------------------
Sierra Health Services, Inc. (NYSE:SIE) reported that net income
for the quarter ended September 30, 2005, was $28.4 million.  This
compares to net income for the quarter ended September 30, 2004,
of $30.7 million.

Operating income from the Company's core managed care and
corporate operations segment was $44.3 million for the quarter
compared to $38.3 million for the same period in 2004, an increase
of 16%.  Operating income from the Company's military health
services operations segment was $163,000 for the quarter, compared
to operating income of $10.4 million for the same period in 2004,
when the segment was substantially operational.

During the third quarter of 2005, holders of $29 million of the
Company's convertible debentures opted to convert their holdings
to approximately 1.6 million shares of Sierra common stock.  These
transactions resulted in a write-off of deferred debenture related
costs and incurred prepaid interest of approximately $1.2 million.  
During the quarter, Sierra also incurred expenses related to the
launch of the Medicare Prescription Drug Plan (PDP) of
approximately $1.3 million.

Sierra now expects to earn $3.55 per diluted share in 2005. In
2006, the Company expects to earn between $3.80 and $4.00 per
diluted share, inclusive of projected income from the PDP and
compensation costs under Statement of Financial Accounting
Standards 123R "Share-Based Payment," which becomes effective for
the Company on January 1, 2006.

Revenues for the quarter were $347.4 million, compared to
$393.3 million for the same period in 2004.  This decrease was due
exclusively to the termination of the health care services of
Sierra's military operations.  Medical premium revenues for the
quarter were $327.1 million, compared to $288.5 million for the
same period in 2004, an increase of 13.4%.  Revenues from
professional fees and investment and other revenues, which
includes income from the services provided to the Company's sold
workers' compensation operations, were $20.3 million for the
quarter, compared to $18.8 million for the same period in 2004.

In the third quarter, Sierra's medical care ratio increased
140 basis points to 76.8% from 75.4% for the third quarter of
2004.  Sierra's medical claims payable balance increased to
$127.0 million from $121.5 million at June 30, 2005.  Days in
claims payable, which is the medical claims payable balance
divided by the average medical expenses per day for the period,
were 45 days at September 30, 2005, compared to 47 days for the
same period in 2004 and 44 days sequentially.  In the third
quarter, as a percentage of medical premium revenue, general and
administrative expenses were 13.3%, a 220 basis point improvement
from 15.5% for the same period in 2004.

Operating cash flow from continuing operations was $111.4 million
for the quarter, compared to $16.2 million for the same period in
2004.  The higher cash flow from operations for the quarter is
primarily due to payments from the Centers for Medicare and
Medicaid Services.  During the quarter ended September 30, 2005,
the Company received four monthly payments from CMS compared to
three monthly payments from CMS in 2004.  The Company also
received additional unearned revenue from CMS during the current
quarter.

Sierra's total external debt from continuing operations was
$62.4 million, compared to $125.6 million at September 30, 2004,
and $81.5 million at June 30, 2005, and includes $52 million
for the senior convertible debentures issued in March 2003 and
$10 million drawn on the revolving credit facility.  During the
second and third quarters of 2005, holders of the debentures have
converted $63 million of the debentures into shares of Sierra
Common Stock.  Sierra's debt to capital ratio is now just under
20%.  During the quarter, the Company purchased 1.4 million shares
of its common stock for $93.6 million.  Since the January 2003
inception of the Board-authorized share repurchase program and
through September 30, 2005, the Company has repurchased
10.9 million shares of its common stock for $377.7 million.

In the third quarter of 2005, sequential membership in the
Company's HMO commercial market grew by 2.4% or nearly 5,900
lives.  For the nine months ended September 30, 2005, HMO
commercial membership grew by 11.0% or nearly 25,000 lives.   
Sequentially, Medicare membership grew by 1% or 500 lives.  For
the nine months ended September 30, 2005, Medicare membership grew
by 3.6% or 1,900 lives.  Approximately 97% of the Company's
Medicare members are enrolled in the Social HMO program, which
provides higher federal reimbursement.  In 2005, this program is
subject to a 30% risk modifier, which increases to a 50% risk
modifier in 2006.  The Social HMO program is set to expire at the
end of 2007 at which time the Company will transition to a full
Medicare Advantage payment methodology, beginning in 2008.  In the
third quarter, Medicaid membership grew 2.5% or 1,300 lives.  For
the nine months ended September 30, 2005, Medicaid membership grew
5.5% or 2,800 lives.

"Our performance to date clearly indicates that 2005 will be
another successful year for Sierra," said Anthony M. Marlon, M.D.,
chairman and chief executive officer.  "The growth in our core
commercial market has already surpassed our most optimistic
projections for the year while our medical care ratio continues to
remain among the best in the industry."

In late September, Sierra announced that its wholly owned
subsidiaries, Sierra Health and Life Insurance Company, Inc.,
(SHL) and Health Plan of Nevada (HPN), had been selected by CMS to
participate for 2006 in the stand-alone PDP, Medicare Advantage
HMO, and local and regional PPO programs.

SHL will offer a stand-alone PDP in 10 western states, including
Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon,
Texas, Utah and Washington.  SHL has also been selected as a PDP
sponsor in the same states for dual-eligible Medicare and Medicaid
beneficiaries who will be auto enrolled into the program.  SHL
will also offer a regional PPO throughout Nevada and a local PPO
in Nevada as well as three counties in Arizona and seven counties
in Utah. HPN will continue to offer its Medicare Advantage HMO in
several counties in Nevada.

Based on its selection as an auto enroll provider in ten states,
Sierra currently projects it will receive over 130,000 dually
eligible members through auto assignment and approximately 200,000
total PDP members in 2006.

Sierra Health Services Inc. -- http://www.sierrahealth.com/--      
based in Las Vegas, is a diversified health care services company  
that operates health maintenance organizations, indemnity  
insurers, military health programs, preferred provider  
organizations and multispecialty medical groups. Sierra's  
subsidiaries serve more than 1.2 million people through health  
benefit plans for employers, government programs and individuals.  

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Fitch Ratings has upgraded its long-term issuer and senior debt
ratings on Sierra Health Services, Inc. to 'BB+' from 'BB', as
well as the insurer financial strength ratings of SIE's core
insurance subsidiaries Health Plan of Nevada, Inc. and Sierra
Health and Life Insurance Co., Inc. to 'BBB+' from 'BBB'.  The
rating action affects approximately $115 million of outstanding
public debt.  Fitch says the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on May 18, 2005,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. to 'BB' from 'B+'.

Standard & Poor's also said that it raised its senior unsecured
debt rating on Sierra's $115 million, 2.25% senior convertible
notes, which are due in March 2023, to 'BB' from 'B+'.  S&P says
the outlook is stable.


SLOCUM LAKE: Chapter 9 Case Summary & 6 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Slocum Lake Drainage District of Lake County
        P.O. Box 332
        Wauconda, Illinois 60084
        Tel: (847) 381-1070

Bankruptcy Case No.: 05-63193

Chapter 9 Petition Date:  October 25, 2005

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Kenneth B Drost, Esq.
                  Kenneth B. Drost, PC
                  111 Lions Drive, Suite 206
                  Barrington, Illinois 60010
                  Tel: (847) 381-1070 extension 11
                  Fax: (847) 381-1073

Estimated Assets: Less than $50,000

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

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
C&C Dredging, Inc.               Contractor for        $118,753
P.O. Box 501                     ditch repairs
775 Oakwood Road, Unit S-2B
Lake Zurich, IL 60047

Zukowski Rogers Flood & McArdle  Legal fees for         $93,962
50 Virginia Street               failed annexation
Crystal Lake, IL 60014

Wight Consulting                 Engineering services   $65,291
127 South Northwest Highway
Barrington, IL 60010

Chicago Machinery Co.            Equipment Rental       $27,000
c/o Nigro & Westfall, P.C.
1793 Bloomingdale Road
Glendale Heights, IL 60139

Zukowski Rogers Flood & McArdle  Legal Services          $9,270
50 Virginia Street               for corporate
Crystal Lake, IL 60014           counsel

James Anderson Company, Inc.     Engineering Services    $5,279
920 West North Shore Drive
Lake Bluff, IL 60044


SS&C TECHNOLOGIES: S&P Junks Proposed $205 Mil Subordinated Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Windsor, Connecticut-based SS&C Technologies,
Inc.

At the same time, Standard & Poor's also assigned its 'B' rating
and its '2' recovery rating to the company's proposed
$350 million in senior secured facilities, and its 'CCC+'
subordinated debt rating to the company's proposed $205 million in
notes to be issued under 144a registration.  The '2' recovery
rating indicates a substantial recovery of principal in the event
of a payment default.  The senior secured facilities consist of a
$75 million, six-year revolving credit and a $275 million    
seven-year term loan.  The outlook is negative.

Proceeds of the facilities and the notes will be used to partially
fund the going private transaction with The Carlyle Group for a
total of about $942 million.  Management and The Carlyle Group
will contribute about $545 million to the purchase.

"The rating reflects the company's very high pro forma leverage,
narrow product focus and acquisitive growth strategies, offset by
good profitability and cash flow," said Standard & Poor's credit
analyst Lucy Patricola.

SS&C Technologies provides software and outsourcing to the
financial services industry, focusing on portfolio management and
trading systems.  

SS&C is a niche player in the fragmented financial services IT
industry, serving 4,000 clients out of a U.S.-based population of
nearly 40,000.

Still, the revenue base is diverse and retention rates are high,
providing some offset.  The company's retention rates are over 90%
because of frequent product enrichment and high switching costs.  
The top 10 clients generate less than 20% of the total with the
largest account representing about 4%.  Profitability is higher
than its peer group, with EBITDA margin of 38%, as of September
2005.


STEPHEN GOETZ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Stephen John Robert Goetz and
         Diana Patricia McDermott Goetz
         13725 Robleda Road
         Los Altos, California 94022

Bankruptcy Case No.: 05-57623

Chapter 11 Petition Date: October 12, 2005

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtors' Counsel: Michael W. Malter, Esq.
                  Binder & Malter, LLP
                  2775 Park Avenue
                  Santa Clara, California
                  Tel: (408) 295-1700
                  Fax: (408) 295-1531

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sylvia Goetz Perle            Residence:              $1,067,255
c/o Patricia A Welch, Esdq.   13725 Robleda Road
Dorsey & Whitney              Los Altos, CA 94022
1717 Embarcadero Road
Palo Alto, CA 94303

McCarthy Fingar, LLP          Attorneys' Fees            $85,000
Attorneys at Law
11 Maritine Avenue
White Plains, NY 10606

MBNA                          Credit Card Purchases      $84,000
P.O. Box 15026
Wilmington, DE 19850

John Challas                  Residence:                 $75,000
                              13725 Robleda Road
                              Los Altos, CA 94022

Bank of America               Credit Card Purchases      $39,575

Citibank                      Credit Card Purchases      $24,998

Advanta                       Credit Card Purchases      $24,075

Chase Cardmember Services     Credit Card Purchases      $22,699

Chase Cardmember Services     Credit Card Purchases      $20,011

Stephen Foster, Esq.          Attorneys' Fees            $20,000

Chase Cardmember Services     Credit Card Purchases      $17,535

Advanta                       Credit Card Purchases      $13,964

Discover                      Credit Card Purchases      $13,500

Bank of America               Credit Card Purchases      $12,400

Discover                      Credit Card Purchases      $11,829

Chase                         Credit Card Purchases      $10,234

Kenneth Van Vleck, Esq.       Attorney's Fees            $10,000

MBNA                          Credit Card Purchases       $9,238

Citibank                      Credit Card Purchases       $8,211

JAMS                          Arbitration Services        $6,162


STEPHEN MCNERNEY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtors: Stephen C. McNerney & Mary Jo McNerney
         301 Linton Avenue
         Natchez, Mississippi 39120

Bankruptcy Case No.: 05-06414

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Mississippi (Jackson)

Judge: Medward Ellington

Debtors' Counsel: Melanie T. Vardaman, Esq.
                  Harris & Geno, PLLC
                  Post Office Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

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

Estimated Debts:  $1 Million to $10 Million

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


STEWART ENTERPRISES: Delayed Reports May Trigger Nasdaq Delisting
-----------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS:STEI) reported that, as
anticipated, the Company received a Staff Determination Letter
from the Nasdaq Listing Qualifications Department on Oct. 25, 2005
notifying the Company that because it filed its third quarter Form
10-Q prior to completion of the review by its independent
registered accounting firm and without the certifications of its
Chief Executive Officer and Chief Financial Officer, the Company
is not in compliance with the continued listing requirements of
Nasdaq Marketplace Rule 4310(c)(14).   As a result, the Company's
Class A Common Stock is currently subject to delisting from the
Nasdaq Stock Market.

The Company will request a hearing before a Nasdaq Listing
Qualifications Panel in accordance with the Nasdaq Marketplace
Rule 4800 Series to seek an extension of time to complete the
filing and thereby regain compliance with the listing standard.  
The Company's request for a hearing automatically suspends
delisting of the Company's stock pending the Panel's decision.  
Hearings are typically held within 30-45 days of the request.  The
Company is optimistic that its request for an extension of time to
comply will be granted, although no assurances can be given.

Pending the outcome of the hearing, commencing at the opening of
business on Oct. 27, 2005, the fifth character "E" will be
appended to the Company's trading symbol.  Accordingly, the
trading symbol for the Company's Class A Common Stock will be
changed from STEI to STEIE.

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.


STRATUS SERVICES: Sells All Assets to Source One for $35,000
------------------------------------------------------------
Stratus Services Group Inc. completed the sale of substantially
all of the tangible and intangible assets, excluding accounts
receivable, of its Lawrenceville, New Jersey office to Source One
Financial Staffing, LLC, on October 21, 2005.

The $35,000 sale became effective on October 23, 2005.

In connection with the transaction, Stratus entered into a
Non-Compete and Non-Solicitation Agreement pursuant to which
Stratus agreed not to compete with Source One in certain areas or
regarding certain accounts, for a period of one year.

The purchase price for the assets was arrived at through
arms-length negotiations between the parties.  Proceeds from the
transaction will be used to pay down existing debt to Stratus'
primary lender.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?293

A full-text copy of the Non-Compete and Non-Solicitation Agreement
is available for free at http://ResearchArchives.com/t/s?294

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.  

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.


STRATUS SERVICES: Has Until November 4 to Comply with Credit Pact
-----------------------------------------------------------------
Stratus Services Group, Inc., Capital Temp Funds and ALS, LLC, all
agreed by letter agreement to extend an amended forbearance
agreement until November 4, 2005.

The lenders will forbear from exercising their rights and remedies
under a loan and security agreement that expired on Aug. 12, 2005.

During the Forbearance Period, the maximum credit line will
continue at $10,500,000.

In consideration for the Lenders' extension of forbearance, the
Lenders will charge the Company a $300,000 forbearance fee.  

Failure of the Company to comply with the Forbearance Agreement
will constitute a forbearance default.

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.  

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.


SUN CASTLE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sun Castle Enterprises, Inc.
        500 Pintail Drive
        Warren, Ohio 44484

Bankruptcy Case No.: 05-49178

Type of Business: The Debtor.

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: James H. Beck, Esq.
                  Olde Courthouse Building
                  Seven Court Street
                  Canfield, Ohio 44406-1407
                  Tel: (330) 533-2601

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Nancy Kelly                                $113,000
   170 Canvasback Drive
   Warren, Ohio 44484

   Charlene Hoover                             $81,260
   c/o Attorneys Nader & Nader
   155 South Park Avenue, Suite 123
   Warren, Ohio 44481

   James Brutz, Esq.                           $27,500
   405 Niles-Cortland Road, S.E.
   Warren, Ohio 44484

   Sweda Heating & Cooling                      $7,500

   Raintaker                                    $6,350

   Dennis Perisa                                $5,500

   Ronald Garland, CPA                          $5,000

   Bill Beam                                    $5,000

   Leonard Drenski                              $3,500

   Hunter Electric                              $3,295

   Boak & Son                                   $2,029

   Graef Window Corp.                           $1,687

   Michael Rosenberg, Esq.                      $1,236

   Ohio Edison                                  $1,116

   D & R Garage Door                              $795


SYLVAN I-30 ENTERPRISES: Case Summary & 35 Known Creditors
----------------------------------------------------------
Debtor: Sylvan I-30 Enterprises
        dba Flash Mart Stores
        dba Flash Mart, Inc.
        dba Sylvan Texaco
        dba BMH Architects
        dba Quiznos
        1805 Sylvan Avenue
        Dallas, Texas 75208

Bankruptcy Case No.: 05-86708

Chapter 11 Petition Date: October 25, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, No. 301
                  Dallas, Texas 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 35 Known Creditors:

   Entity                              Claim Amount
   ------                              ------------
   A-OK-Services                            Unknown
   P.O. Box 204
   Red Oak, TX 75154

   ADT Systems                              Unknown
   P.O. Box 371956
   Pittsburgh, PA 15250-7956

   AT Systems                               Unknown
   P.O. Box 19817
   Indianapolis, IN 46219-0817

   Attorney General of Texas                Unknown
   Bankruptcy Division
   P.O. Box 12548
   Austin, TX 78711

   Balboa Capital                           Unknown
   2010 Main Street, 11th Floor
   Irvine, CA 92614

   Boulder Capital                          Unknown
   2121 SW Broadway, Suite 200
   Portland, OR 97201

   Burton Oil                               Unknown
   P.O. Box 510
   Decatur, TX 76234-0510

   City of Dallas                           Unknown
   City Hall, 1AN
   Dallas, TX 75227

   Comptroller of Public Accounts           Unknown
   Rev Accounting Division
   Bankruptcy Section
   P.O. Box 13528
   Austin, TX 78711

   David Childs                             Unknown
   Tax Assessor/Collector
   P.O. Box 620088
   Dallas, TX 75262-0088

   E*Trade Access, Inc.                     Unknown
   10951 White Rock Road
   Rancho Cordova, CA 95670

   Flash Mart Stores, Inc.                  Unknown
   2410 Walnut Hill Lane
   Dallas, TX 75229

   Frito Lay                                Unknown
   75 Remittance Drive, Suite 1217
   Chicago, IL 60675-1217

   Grant                                    Unknown
   1701 Captial Avenue
   Plano, TX 75074-8189

   Internal Revenue Service                 Unknown
   Mail Code DAL-5020
   1100 Commerce Street
   Dallas, TX 75242

   Lighting Products                        Unknown
   Steve Newman
   605 Sherman Street, Suite 605H
   Richardson, TX 75081

   Lynd Fueling                             Unknown
   P.O. Box 861357
   Plano, TX 75086-1357

   Motiva Enterprises LLC                   Unknown
   910 Louisiana
   One Shell Plaza, 48th Floor
   Houston, TX 77002

   Nogales Products                         Unknown
   1604 South Harwood
   Dallas, TX 75215

   Personnel Concepts                       Unknown
   P.O. Box 9003
   San Dimas, CA 91773

   Quality Automatic Door                   Unknown
   P.O. Box 1539
   Van, TX 75790

   Quiznos                                  Unknown
   1475 Lawrence
   Denver, CO 80202

   Santa Barbara Bank & Trust               Unknown
   P.O. Box 60607
   Santa Barbara, CA 93160-0607

   State Comptroller's Office               Unknown
   111 East 17th Street
   Austin, TX 78774

   Tax Ease                                 Unknown
   12240 Inwood Road, Suite 405
   Dallas, TX 75224

   Texas Cash Registers                     Unknown
   11332 Mathis
   Dallas, TX 75229

   Texas Workforce Commission               Unknown
   P.O. Box 149037
   Austin, TX 78714-9037

   Texas Workforce Commission               Unknown
   101 East 15th Street
   Austin, TX 78778

   TXU Electric                             Unknown
   P.O. Box 100001
   Dallas, TX 75310-0001

   United States Treasury Department        Unknown
   P.O. Box 660264
   Dallas, TX 75266-0264

   US Attorney                              Unknown
   Main & Justice Building
   10th & Pennsylvania NW
   Washington, DC 20530

   US Deptartment of Labor                  Unknown
   525 South Griffin, Suite 501
   Dallas, TX 75202

   US Food Service                          Unknown
   1515 Big Town Boulevard
   Mesquite, TX 75149

   Vstar                                    Unknown
   12650 East Arapaho Road, Building D
   Centennial, CO 80112

   Wilshire State Bank                      Unknown
   2237 Royal Lane
   Dallas, TX 75229


TOWER AUTOMOTIVE: Buys Herman Miller Facility for $10 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Tower Automotive Inc. and its debtor-affiliates' request
to acquire a manufacturing facility at 4350 Ballground Highway, in
Canton, Georgia, from Herman Miller, Inc., for $10,000,000.

The Debtors need the Facility to meet production requirements  
under an award of new business from Ford Motor Co.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,  
related that in June 2005, the Debtors entered into a significant  
eight-year supply contract with Ford for the production of body  
structures for future model years of certain Ford vehicles,  
assembly of which will be commenced in the Southeast region of  
the United States.  The Ford Contract is expected to generate  
more than $100 million in annual revenue for the Debtors.

As a condition to being awarded the Ford Contract, the Debtors  
had to commit to producing the body structures within a certain  
geographical proximity to Ford's assembly location.  However, the  
Debtors realized that even if they were able to negotiate a  
waiver of the proximity requirements, they would not be able to  
effectively utilize their existing facilities to meet the  
production requirements under the Ford Contract, given the large  
size and weight of the body structures the Debtors need to  
produce under the Ford Contract and the prohibitive expense of  
shipping those body structures through long distances.

Thus, the Debtors determined that a new facility in the Southeast  
was appropriate and necessary to effectively meet the Ford  
Contract requirements and the expansion of their businesses.

Mr. Sathy said the Debtors selected the Herman Miller Facility  
since it was "relatively new, was designed for manufacturing  
purposes, will require relatively few modifications, and is  
within the prescribed distance from Ford's assembly plant."

"Acquisition of the Herman Miller Facility is also consistent  
with the Debtors' North American plant consolidation strategy,  
which emphasizes geographical proximity to their customers'  
production locations," Mr. Sathy notes.  "Furthermore, OEMs have  
increasingly focused their production in the Southeast region of  
the United States, and the Herman Miller Facility will increase  
the Debtors' footprint in that region."

The Debtors and Herman Miller executed a real estate purchase  
agreement on August 2, 2005.  The Debtors have already paid a  
$150,000 earnest money deposit, the full amount of which will be  
credited towards the Purchase Price.

The closing date under the Purchase Agreement is scheduled to  
occur by early November 2005.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Federal's Reconsideration Request Denied
----------------------------------------------------------------
As previously reported, 11 purported class action lawsuits
Have been filed against Tower Automotive Inc. and its
debtor-affiliates' current and former officers, directors and
employees since the Debtors' bankruptcy filing.  The Class Action
Lawsuits sought hundreds of millions of dollars in potential
damages for a variety of alleged violations of the Securities and
Exchange Act of 1934 and the Employee Retirement Income Security
Act.

Federal Insurance Company, the Debtors' insurance carrier, has
acknowledged coverage of the Securities Class Actions.  Because
the ERISA Class Actions allege ERISA violations, the Debtors
promptly notified Federal and sought access to the insurance
policy to cover defense costs related to the Class Action
Lawsuits.

Federal, however, denied coverage for the ERISA Class Actions.
Subsequently, the Debtors filed a complaint against Federal
seeking, among other things, declaratory relief to establish
Federal's obligations to advance defense costs under Federal
Policy No. 8151-5430.  Federal has sought dismissal of the ERISA
Coverage Litigation.

On Sept. 19, Judge Gropper ruled that Tower Automotive, Inc., is
entitled to summary judgment requiring Federal Insurance Company
to provide a defense to the ERISA Actions at least to the date
of a determination as to whether the exclusion applies.

The Court denied Federal's request to dismiss the complaint.

              Federal Asks Court to Reconsider

Ira S. Greene, Esq., at Hogan & Hartson L.L.P., asserts that the
Court's reasoning is directly at odds with the recent decision of
the Michigan Supreme Court in "Rory v. Continental Insurance
Co.", 703 N.W.2d 23 (Mich. 2005), a case decided after Federal's
request to dismiss and the Debtors' request for summary judgment
were argued and submitted.

Mr. Green notes that the Court's reliance on the "reasonable
expectations" doctrine and its holding that the "intent" of the
parties was necessary to determine the language's meaning is
clearly wrong.  "[T]here is no 'reasonable expectations' doctrine
in Michigan.  The language is either clear, in which case it is
enforced as written, or ambiguous, in which case the doctrine of
contra proferentem requires that it be construed in favor of the
insured."

Mr. Greene also asserts that the exclusion's language is plain
and susceptible to only one meaning -- there will be no coverage
for any Securities-Based Claim if it or any other civil or
administrative proceeding against an Insured seeks relief for any
purchaser or holder of the Debtors' securities, who is not a Plan
participant or beneficiary.

                    Deny Federal's Appeal

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
disagrees with Federal Insurance Company's assertion that Judge
Gropper's September 19, 2005, summary judgment decision "is
directly at odds with the recent decision of the Michigan Supreme
Court in Rory v. Continental Insurance Co., 703 N.W.2d 23 (Mich.
2005)."

Mr. Sathy points out that the Michigan Supreme Court decision in
the Rory Case does not alter any of the rules of insurance policy
construction relied on by the Debtors or adopted by the Court in
its summary judgment decision.

"The coverage dispute in Rory has nothing to do with this case,"
Mr. Sathy asserts.

Mr. Sathy explains that the insurance policy in the Rory Case
provided uninsured motorist coverage as part of an automobile
liability insurance policy, but required that any uninsured
motorist claims be filed within one year of the accident date.  
The policyholder filed a claim for uninsured motorist benefits
after the expiration of the contractual limitation period, and
the insurance company denied coverage on that basis.

There was no dispute over the construction of the policy's one-
year time limit for filing uninsured motorist claims because the
meaning of the express provision was obvious.  The policyholder
instead argued that the claim filing deadline was unenforceable,
either because it was "unreasonable," or because it was an
"adhesion contract."

The Michigan Supreme Court rejected both arguments, concluding
that "unambiguous contracts, including insurance policies, are to
be enforced as written unless a contractual provision violates
law or public policy."

In contrast, Mr. Sathy says, the construction of the Securities-
Based Claims Exclusion in Federal Insurance's case is very much
in dispute.

Mr. Sathy notes that the Court's September 19 Opinion carefully
reviewed each party's interpretation of the Exclusion and
correctly observed that the meaning hinged on the "critical
sentence" in the Federal policy:

   "No coverage will be available under this coverage section for
   any Securities-Based Claim if such Securities-Based Claim, or
   any other written demand or civil or administrative proceeding
   against an Insured, seeks or has sought relief for any
   purchaser or holder of securities issued by [Tower] who is not
   a Plan participant or beneficiary. . . ."

Mr. Sathy recounts that the Debtors and Federal Insurance set
forth possible constructions of the critical sentence.  However,
the Court concluded that "Tower's construction makes more sense
of the contract as a whole."

Mr. Sathy maintains that the Court's summary judgment analysis,
and in particular its evaluation of the meaning of the disputed
sentence in the Exclusion, is entirely consistent with the Rory
decision.  The Court denied Federal Insurance's request to
dismiss and granted summary judgment to Tower on the advancement
of defense costs not because the Court refused to enforce an
"unambiguous" contractual provision, but rather because it
rejected Federal Insurance's premise that "the contract is clear
as a matter of law and can only be read in its favor."

The Court's summary judgment decision was properly grounded on
the language of the Exclusion, not merely on its "effects", Mr.
Sathy adds.  The Michigan Supreme Court's decision in Rory,
therefore, is not the type of "controlling" legal authority
needed to justify reconsideration of the Court's summary judgment
ruling.

Furthermore, Mr. Sathy asserts, a "motion to reconsider should
not be granted where the moving party seeks solely to relitigate
an issue already decided."

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Has Until June 30 to Remove Civil Actions
-----------------------------------------------------------
At Tower Automotive Inc. and its debtor-affiliates' request, Judge
Gropper of U.S. Bankruptcy Court for the Southern District of New
York further extends the period within which they may file notices
of removal with respect to civil actions pending on the Petition
Date, to and including the earlier to occur of:

   (a) June 30, 2006; or

   (b) 30 days after the entry of a Court order terminating the
       automatic stay with respect to the particular action that
       is sought to be removed.

According to Anup Sathy, Esq., at Kirkland & Ellis LLP, in  
Chicago, Illinois, the Debtors are continuing to review their  
files and records to determine whether they should remove actions  
pending in state or federal court to which they might be a party.

"Because the Debtors are parties to approximately 225 lawsuits,  
and because their key personnel and legal professionals are  
assessing these lawsuits while being actively involved in their  
reorganization, the Debtors require additional time to consider  
filing notices of removal in such actions and proceedings," Mr.  
Sathy says.

Since August 2005, the Debtors' management personnel and  
professionals continue to be involved in supervising and  
implementing several key steps in the Debtors' reorganization,  
including:

   (a) amending the Debtors' schedules and statement of financial
       affairs;

   (b) identifying and terminating unprofitable business
       ventures;

   (c) continuing the process of reconciling reclamation and
       other priority claims;

   (d) stabilizing the Debtors' cash management system;

   (e) maintaining the Debtors' sensitive supply chain with their
       customers and vendors;

   (f) negotiating amendments and waivers with the Debtors'
       secured lenders;

   (g) marketing and selling certain non-core assets;

   (h) preparing and filing the Debtors' monthly operating
       reports;

   (i) reviewing various revenue enhancing alternatives and cost-
       reducing measures;

   (j) developing a business plan; and

   (k) negotiating and settling claim and set-off issues among
       the Debtors' vendors and customers.

The Debtors believe that the extension will provide sufficient  
time to allow them to consider, and make decisions concerning,  
the removal of the civil actions.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: Battle Over Senior Notes with Wells Fargo Continues
-------------------------------------------------------------
Jeffrey W. Gettleman, Esq., at Kirkland & Ellis, in Chicago,
Illinois, reminds the U.S. Bankruptcy Court for the
Northern District of Illinois that UAL Corporation and its
debtor-affiliates were ready, willing and able to wire the
necessary funds for the purchase of the Class A Certificates.  
However, Wells Fargo Bank, presumably acting at the direction of
the Class A Certificateholders, refused to designate an account to
receive the purchase price.  Wells Fargo has "engaged in a novel
and baseless methodology" to calculate the purchase price, Mr.
Gettleman asserts.

Against this backdrop, the Debtors ask the Court to issue a
summary judgment declaring that:

   (a) the Debtors are the rightful owner of the Class B
       Certificates and Class C Certificates;

   (b) the Debtors, as rightful owner of the Class B
       Certificates, have the right to purchase the Class A
       Certificates;

   (c) the purchase price of the Class A Certificates is
       $289,173,390;

   (d) Wells Fargo Bank is obligated to provide an account for
       the Debtors to deposit the purchase price;

   (e) upon payment of the purchase price, each Class A
       Certificateholder agrees to sell, assign, transfer and
       convey its Certificate to the Debtors, as purchaser;

   (f) the only rights of the Class A Certificateholders are to
       receive the purchase price and deliver the Certificates to
       the Debtors;

   (g) the Debtors were entitled to pay the purchase price to an
       account designated by Wells Fargo on August 12, 2005;

   (h) except for Wells Fargo's refusal to designate an account
       to wire the purchase price, the Debtors' purchase of the
       Class A Certificates was deemed made as of August 12,
       2005;

   (i) the Debtors were the rightful owner of the Class A
       Certificates on August 12, 2005;

   (j) Wells Fargo must recognize the Debtors as rightful owner
       of the Class A Certificates, and take direction from the
       Debtors;

   (k) the Debtors' right, as sole Class B Certificateholder, to
       purchase all the Class A Certificates, is property of the
       estate; and

   (l) as of August 12, 2005, all right, title, interest and
       obligation of each Class A Certificate is property of the
       estate.

The Debtors ask the Court to compel Wells Fargo to perform its
obligations under the Pass Through Trust Agreement and
Transactional Documents by:

   (1) designating an account for the Debtors to deposit the
       purchase price; and

   (2) upon payment by the Debtors of the purchase price,
       treating the Debtors as the sole owner of the Class
       A Certificates, and acting on behalf of the Debtors in the
       Controlling Party capacity and taking actions as directed
       by the Debtors.

Additionally, the Debtors want the Court to compel Wells Fargo to
deliver to the Debtors the ownership of all Class A Certificates,
which are property of the estate, and to issuing a mandatory
injunction ordering Wells Fargo to:

   * designate an account for the Debtors to deposit the purchase
     price;

   * treat the Debtors as the owner of the Class A Certificates;
     and

   * comply with the buyout procedures of the Pass Through Trust
     Agreement.

Mr. Gettleman argues that the Court should also validate the
Debtors' "straightforward calculation" of the purchase price at
$289,173,390.

"Because there are no genuine issues of material fact and the law
supports United's position, the Court should grant summary
judgment in United's favor," Mr. Gettleman adds.

                      Wells Fargo Counters

Wells Fargo asserts there are genuine issues of material fact,
which prohibit the Court from entering summary judgment in favor
of the Debtors.

James E. Spiotto, Esq., at Chapman and Cutler, in Chicago,
Illinois, argues that:

   (a) the Debtors lacks standing to bring the Complaint because
       of their failure to make certain demands of the Class B
       Pass Through Trustee prior to filing their action;

   (b) the Debtors have no right to purchase the Class A
       Certificates as a result of their failure to comply with
       the terms of the same agreements providing the purchase
       right, and because the Debtors' purchase of the Class B
       and Class C Certificates was, in essence, a defeasance of
       the certificates;

   (c) the purchase violated the "waterfall" and subordination
       provisions contained in the Indentures, Equipment Notes
       and Intercreditor Agreement;

   (d) the Debtors failed to deposit the purchase price with the
       Trustee;

   (e) the Debtors' calculation of the purchase price does not
       comply with appropriate methodology, in accordance with
       the applicable documents, and fails to consider an
       appropriate interest rate;

   (f) there are genuine issues as to whether the Debtors, based
       on prior representations, statements and actions, are
       legally and equitably estopped from asserting that an
       interest rate other than at least 9% is applicable; and

   (g) the Debtors could have purchased the Class A Certificates
       at any time but choose to wait nearly three years and then
       attempt to take advantage of an allegedly lower interest
       rate.

For all of these reasons, Mr. Spiotto says, the Debtors' request
for summary judgment must be denied.

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


UAL CORP: Creditors Panel Clams $1.3 Billion Atlantic Coast Claim
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in UAL
Corporation and its debtor-affiliates' chapter 11 proceedings
objects to Claim No. 43738 filed by Atlantic Coast Airlines, now
known as Independence Air, Inc., for $1,278,478,579.

                      Independence Air

Eric A. Oesterle, Esq., at Sonnenschein, Nath & Rosenthal, in
Chicago, Illinois, recounts that prior to the Petition Date, ACA
flew certain United Express routes for the Debtors pursuant to
the United Express Agreement.  The Agreement was substantially
above market, so the parties attempted to restructure its terms.

The Debtors negotiated in good faith to guarantee ACA stable and
significant profits while seeking acceptable cost levels.  The
Debtors presented ACA with a final offer, which contemplated
significant profits.  However, ACA chose to abandon its existing
business model and start a new airline, which forced the Debtors
to incur millions of dollars in transition costs.

On July 28, 2003, ACA announced the formation of Independence
Air, which would use the same gates and aircraft that ACA was
using under the UAX Agreements.

The Debtors attempted to persuade ACA to continue as a UAX
Partner, but ACA rejected those entreaties.  ACA forced the
Debtors to reject the UAX Agreements to free up the aircraft,
airport gates and employees to start Independence Air.  The
Debtors were worried about servicing their customers and had no
choice but to reject their contracts with ACA.

                         Wrong Move

According to Mr. Oesterle, ACA's decision has proved
"disastrous."  After it separated from the UAX program, ACA
reported staggering losses, depressing its market capitalization
to less than 10% of that in June 2003, right before separating
from the Debtors.

ACA obtained a short-term fix, but the airline is still hurting,
Mr. Oesterle explains.

ACA then filed its Claim against the Debtors for alleged lost
profits due to the rejection of the UAX Agreement.

             Debtors Are Not Liable for ACA's Losses

By filing Claim No. 43738, ACA is attempting to assign blame to
the Debtors, Mr. Oesterle observes.  ACA wants alleged contract
rejection damages, but "[the] purported damages arose from ACA's
own conscious choices."

ACA cannot blame the Debtors for rejection of the UAX Agreements.
ACA'S decision to create an airline using gates and aircraft that
were used under the UAX Agreements left the Debtors no choice but
to reject the Agreements.

Moreover, if the ACA's claim is allowed in the proposed amount,
ACA will derive benefit for its own mistakes to the detriment of
other creditors.

The Creditors Committee further reminds the Court that a party
that causes a breach by the other party to the contract cannot
recover damages.

             Debtors Supports Committee's Move

The Debtors also object to ACA's Claim No. 43738, Marc R. Carmel,
Esq., at Kirkland & Ellis, in Chicago, Illinois, tells Judge
Wedoff.

Mr. Carmel points out that ACA provides no information on how it
arrived at its claim amount.  "This [claim] is inflated beyond
recognition and ignores the fact that any damage actually
suffered is due to ACA's calculated decisions," he says.

ACA failed to account for mitigation, Mr. Carmel adds.  ACA's
proper rejection damages are not the profit expected under the
UAX Agreement, but the amount deducted by the expected profit
from a reasonable attempt to mitigate damages.  

ACA should have recouped most of its losses related to rejection,
through use of its assets -- regional jet aircraft -- to generate
profit elsewhere.  To recover money, ACA must prove that it would
still have lost profits even after making reasonable mitigation
choices, Mr. Carmel says.

                       ACA Responds

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher, in
Dallas, Texas, says the Debtors asked for the moon.  The Debtors
would not assume the prepetition UAX Agreements, but wanted to
continue the relationship with ACA if the terms were more
favorable to the Debtors.  When the parties were unable to reach
consensual terms, the Debtors indicated their intention to reject
the UAX Agreements and the parties negotiated a Transition
Agreement.

Mr. Rosenthal explains that the Transition Agreement preserved
ACA's rights to file claims against the Debtors for rejection
damages.

The Committee alleges that ACA plotted to force the Debtors to
reject the UAX Agreements.  "Nothing could be further from
reality," Mr. Rosenthal contends.

ACA was ready to perform under the UAX Agreements through 2010.
However, the Debtors refused to assume the UAX Agreements.  The
Debtors proclaimed the UAX Agreements above market and slated for
rejection.  As a result, the only question in ACA's mind was
"when," and not "whether," the Debtors would reject the UAX
Agreements.

Mr. Rosenthal notes that the Debtors' "Best Offer" was not all
that great.  The Offer would not have guaranteed ACA a stable
profit through 2010.  In addition, the Debtors wanted to retain
the option to abandon any agreement with ACA.  Thus, the offer
was the "Best Offer" for the Debtors only.

Mr. Rosenthal asserts that the Debtors bear the burden of proof
on mitigation.  The Debtors must prove that ACA had an available
alternative that would have mitigated its losses.  The Debtors
"Best Offer" certainly did not represent that alternative.

The damages need not be mitigated because ACA pursued its best
option: the establishment of Independence Air.  Mr. Rosenthal
acknowledges that the Debtors' offered ACA a choice, but since
projected losses were greater under that proposal, ACA can pursue
the full amount of rejection damages against the Debtors.

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: Wants to Assume Modified PMCC Aircraft Financing Pact
---------------------------------------------------------------
On Jan. 30, 2003, UAL Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Northern District of Illinois
for permission to modify several aircraft financings.  The Court
granted the request on Feb. 7, 2003.

The modified aircraft financings included agreements between
United Air Lines, Inc., UAL Corporation, General Foods Credit
Corporation, Philip Morris Capital Corporation and State Street
Bank and Trust Company.  The Agents for the modified aircraft
financings were U.S. Bank, Wilmington Trust Company and General
Foods Credit Investors No. 3 Corp.

The modified aircraft financings relate to 18 Boeing 757-222
aircraft bearing Tail Nos.:

        -- N551UA       -- N552UA
        -- N553UA       -- N554UA
        -- N555UA       -- N556UA
        -- N557UA       -- N558UA
        -- N559UA       -- N560UA
        -- N561UA       -- N562UA
        -- N563UA       -- N564UA
        -- N565UA       -- N566UA
        -- N513UA       -- N523UA

The Debtors seek the Court's authority to assume the modified
aircraft financing with the PMCC Holders.

Micah E. Marcus, Esq., at Kirkland & Ellis, in Chicago, Illinois,
relates that the modified aircraft financings:

   (1) allow the Debtors to retain the 18 PMCC Aircraft at
       attractive rates with the potential for rejection; and

   (2) reduce the Debtors' financing costs for the PMCC Aircraft
       by around $3,000,000 a year per aircraft.

In exchange, the Debtors must assume the modified aircraft
financings by October 31, 2005.  Mr. Marcus notes that if the
modified aircraft financings are not assumed by that date, the
amended terms will terminate and will revert to the terms in
effect prior to modification.  This would prevent the Debtors
from realizing substantially improved terms and possibly losing
control of the PMCC Aircraft altogether.

Mr. Marcus asserts that the Court should allow the Debtors to
assume the modified aircraft financings.  The Debtors have
delayed making a decision on the PMCC Aircraft for some time.
The PMCC Aircraft are critical to the Debtors' business and
ability to meet the projections of the exit business plan.

                      PMCC Holders Object

David S. Curry, Esq., at Mayer, Brown, Rowe & Maw, in Chicago,
Illinois, notes that the Debtors imply that no defaults exist
under the modified aircraft financings.  The Debtors intend to
inappropriately cut off the PMCC Holders' rights to any unknown
defaults that may exist.

The 18 aircraft lease financings are "extraordinarily complex
transactions each comprising numerous agreements," says
Mr. Curry.  The PMCC Holders acknowledge they have been paid
basic rent.  However, the PMCC Holders cannot be certain that no
defaults exist.

Mr. Curry contends that any order approving assumption should
preserve the PMCC Holders' contractual rights with respect to
subsequently discovered defaults.

Wilmington Trust Company, as the Owner Trustee of four of the 18
PMCC Aircraft, and U.S. Bank, as Indenture Trustee and Owner
Trustee of 16 of the 18 PMCC Aircraft, support the objection
filed by the PMCC Holders.

                        Debtors Respond

Micah E. Marcus, Esq., at Kirkland & Ellis, points out that the
PMCC Holders do not object to the assumption of the modified
aircraft financings.  Furthermore, the additional language
requested by the PMCC Holders is neither appropriate nor
necessary.

Mr. Marcus asserts that the Court should grant the Debtors'
request without the reservation of rights requested by the PMCC
Holders because the Debtors are current on rent.  The PMCC
Holders do not allege any defaults that would require cure by the
Debtors.  Therefore, the PMCC Holders failed to meet their burden
to support their request for reservation of rights.  The PMCC
Holders must assert any defaults now.

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 CORPORATION: Files 19th Reorganization Status Report
--------------------------------------------------------
Due to the recent heightened activity in the Chapter 11
proceedings, UAL Corporation and its debtor-affiliates submitted
an abbreviated status report for the month of October.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, draws attention to the "capital market's strong
endorsement" of the Debtors' progress to date as evidenced by
JPMorgan Chase Bank, N.A. and Citicorp USA, Inc.'s combined
commitment to provide the Debtors with an exit loan facility of
up to $3,000,000,000.

According to the U.S. Department of Transportation Air Travel
Consumer Report for August 2005, the Debtors ranked first among
the seven major network carriers in on-time arrivals for the
month, with 80.9% of flights arriving within 14 minutes of
schedule.  The Debtors placed first among this group with the
lowest mishandled baggage rate for the second consecutive month.

On Sept. 29, the Debtors launched a new boarding process to
reduce boarding times by four to five minutes, which could save
$1,000,000 each year.  The Debtors raised international checked-
baggage fees effective Sept. 7, 2005.

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)


VARIG S.A.: GECAS & JP Morgan Respond to Court's Show Cause Order
-----------------------------------------------------------------
GE Commercial Aviation Services, LLC, and JPMorgan Chase Bank
submitted their responses to the U.S. Bankruptcy Court for the
Southern District of New York regarding the turnover of certain of
VARIG, S.A. and its debtor-affiliates' properties.

As reported in the Troubled Company Reporter on Oct. 11, 2005, the
Hon. Robert Drain directed GECAS and JPMorgan show cause before
the U.S. Bankruptcy Court as to why an order should not be issued
compelling them to deliver certain property of the Foreign
Debtors' estate, or the proceeds of the property, to the Foreign
Representatives.

                  Responses to Show Cause Order

(1) JPMorgan

In response to the Bankruptcy Court's Show Cause Order, JPMorgan
Chase Bank, N.A., tells Judge Drain that it will not distribute
or transfer the funds in its Account No. 10207801 to any entity
until directed by a final Court order, in compliance with its
duties and obligations under an Account Control Agreement dated
as of May 20, 2004, with VARIG, S.A., as pledgor, and GE
Commercial Aviation Services LLC, as secured party.

Kevin J. Smith, Esq., at Kelley Drye & Warren LLP, in New York,
says the Brazilian Court's decision and the Bankruptcy Court's
Preliminary Injunction Order fail to set forth clearly which
entity -- the Foreign Representatives or GECAS -- is entitled to
distribution of the funds in the Collateral Account.

JPMorgan is the Depository Bank under the Account Control
Agreement.

Pursuant to the Account Control Agreement and a Security
Assignment dated as of March 5, 2004, between VARIG and GECAS,
VARIG pledged to and granted GECAS a security interest in the
Collateral to be held and maintained by JPMorgan in VARIG's
account.  As of October 7, 2005, JPMorgan held, and continues to
hold and maintain, $9,744,893 as Collateral in Account No.
10207801.

Accordingly, JPMorgan asks Judge Drain to direct it to transfer
the Collateral to GECAS or to the Foreign Representatives or
maintain and hold the Collateral until the U.S. Court issues a
final Order concerning the ownership of the Collateral.

(2) GECAS

Richard P. Krasnow, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Bankruptcy Court that the Brazilian Court's
order directing GECAS to immediately return to VARIG any amounts
it received after June 17, 2005, is currently on appeal before
the State of Rio de Janeiro Court of Justice.

Mr. Krasnow tells Judge Drain that at the heart of the appeal is
the fact that due to miscommunication on the part of the
Brazilian Court judges, or the intentional disregard of GECAS'
due process rights, the judge who rendered the GECAS Decision
failed to consider the opposition papers and did not afford it
the opportunity to be heard before rendering the GECAS Decision.

The process by which the Foreign Debtors procured the GECAS
Decision, Mr. Krasnow notes, raises serious concerns and abuses
that are "abhorrent to the principles of comity embodied by
Section 304 of the Bankruptcy Code."

Mr. Krasnow contends that the turnover of property is
inappropriate while the appeal is pending, particularly since
GECAS has requested a stay pending its appeal.

Mr. Krasnow further argues that the Foreign Debtors' request
falters on procedural grounds, as they "concededly" fail to
comply with Rule 7001 of the Federal Rules of Bankruptcy
Procedure or the limited exception available if properly plead in
a Section 304 petition.

Mr. Krasnow explains that in a Section 304 proceeding, judicial
economy may satisfy acceptance of the initial petition commencing
the ancillary proceeding as a sufficient means by which to
initiate a turnover action.  To obtain the benefit of that
procedural exception, the petition must "actually request"
turnover to overcome the Bankruptcy Rule 7001 requirements.

Accordingly, GECAS proposes that the Bankruptcy Court should not
even consider the Foreign Debtors' request until GECAS' stay
motion is determined by the appropriate Brazilian Court.

However, Mr. Krasnow says, even if the Bankruptcy Court should
conclude otherwise, or the stay should be denied, turnover is
still inappropriate especially in light of the Foreign Debtors'
acknowledgment in respect of their initial unsuccessful turnover
request that GECAS is certainly adequately capitalized to return
the funds currently in its possession at a later date if
required.

Notwithstanding the Foreign Debtors' demand for turnover of the
Cash Collateral and the myriad of procedural defects underlying
the GECAS Decision, GECAS is willing to agree that all Cash
Collateral it received after June 17, 2005, be placed in escrow,
subject to the condition that the JPMorgan account into which the
IATA receivables were deposited serves as the Cash Collateral's
designated account to avoid any irreparable harm and prejudice to
GECAS.

The Foreign Debtors' obligations owed to GECAS are secured by
revenues generated from air travel sales in France and the United
Kingdom received from IATA and deposited as Cash Collateral in a
JPMorgan account located in New York.

"This arrangement will preserve the status quo while the
Brazilian appeal is pending, and other issue raised by the
parties' disputes are adjudicated in the appropriate courts," Mr.
Krasnow tells Judge Drain.

With respect to the Foreign Debtors' request that JPMorgan turn
over the Cash Collateral in its escrow account, GECAS asks the
Bankruptcy Court to deny it since that request has not been
granted by the Brazilian Court.

                 Foreign Representatives Respond

"The [r]esponse of GECAS to the Motion is a series of
misstatements, mischaracterizations, and arguments that
altogether miss the point," Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in New York, asserts.  "Contrary to
what GECAS says . . . neither the Foreign Debtors nor the
Brazilian Court is attempting to strip GECAS of its security
interest, and GECAS' due process rights were not denied during
the procedures leading to the September 22, 2005 GECAS Decision
by the Brazilian Court."

As to procedural matters, Mr. Antonoff explains that GECAS'
requests to the Brazilian Court for reconsideration of the GECAS
Decision and to the appellate court for suspension of the GECAS
Decision pending appeal were both denied.  "It is worth noting
that in denying both requests, both courts had GECAS' due process
arguments squarely before them," Mr. Antonoff says.

Mr. Antonoff further asserts that GECAS' arguments fail because:

   (1) the Motion is procedurally proper under the case's
       circumstances;

   (2) request is not inconsistent with case law precedent in
       the Circuit, including In re Treco, 240 F3d 148 (2d Cir.
       2001); and

   (3) GECAS cannot reasonably insist that it did not receive
       funds from the Foreign Debtors simply because JPMorgan
       disbursed the funds, particularly in light of the
       discussion of property ownership in the Second Circuit's
       decision JP Morgan Chase Bank v. Altos Hornos de Mexico.
       S.A. de C.V., 412 F.3d 418, 427 (2d Cir. 2005).

Because the purpose of requesting turnover in a Section 304
petition is to put a party-in-possession of a foreign debtor's
property on notice, then when a party not yet in possession of
property has notice from a Section 304 petition, that party
should be deemed to be on notice that if it takes the debtor's
property, it does so subject to rights that first arise on that
taking, including subsequent property turnover.

Mr. Antonoff relates that according to GECAS, it received no
amounts from VARIG.  Instead, all funds were received from
JPMorgan.  Like the secured creditor's arguments in Altos Hornos,
the secured creditor contended that it owned the assets in a
collection account into which the foreign debtor's customers
deposited proceeds of receivables pledged to the creditor.

Furthermore, Mr. Antonoff affirms that the turnover of the funds
by GECAS does not violate U.S. public policy because to the
extent GECAS holds a valid security interest in a portion of the
funds, that interest will be protected under Brazilian law by
holding the funds in escrow as contemplated by Article 49,
Section 5 of the New Brazilian Reorganization Law.

Mr. Antonoff maintains that it is appropriate for the U.S. Court
to extend the comity to the ruling of the Brazilian Court and
enforce the GECAS decision.

Accordingly, the Foreign Representatives ask Judge Drain to:

   -- direct GECAS to turn over to them the funds in its
      possession that are proceeds of the Foreign Debtors'
      receivables; and

   -- direct JPMorgan to turn over to them the funds in its
      Collateral Account.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WCI STEEL: Bankruptcy Court Approves Two Disclosure Statements
--------------------------------------------------------------
A hearing will commence on Nov. 14, 2005, at 8:30 a.m. before the
Honorable Marilyn Shea-Stonum of the U.S. Bankruptcy Court for the
Northern District of Ohio to consider confirmation of one of the
two competing plans of reorganization for WCI Steel Inc. and its
debtor-affiliates.   

The Debtors and Wilmington Trust Company, together with the
Secured Noteholders of WCI Steel, each filed their own plans and
accompanying disclosure statements.  The disclosure statements
were approved at a hearing on October 14.

WCI has an outstanding $300 million 10% Secured Notes due 2004.  
The proponents of the Noteholder Plan hold 75% of those notes.

The Renco Group, Inc., indirect owner of WCI through its ownership
of WCI's parent -- Renco Steel Holdings, Inc. -- is financing
WCI's plan.

As previously reported, the Debtors filed a plan of reorganization
in which Renco will acquire all of the equity in the Reorganized
Debtors in exchange for new capital and possible assumption of
pension liabilities.  That plan was drafted after the Debtors
rejected the Secured Noteholders offer to either acquire all or a
substantial portion of the Reorganized Debtors' equity or purchase
substantially all of their assets.  

On May 11, 2004, the Secured Noteholders filed a competing plan.  
With two plans on the table, creditors were divided.  

Noteholders, with $300 million in dollar amount, voted
overwhelmingly in favor of the Noteholders' First Plan, while
other creditors favored the Debtors' First Plan.  During the
Dec. 15, 2004, confirmation hearing, Judge Shea-Stonum didn't
confirm both plans on the ground that neither met all of the 13
standards for confirmation required under Section 1129(a) of the
Bankruptcy Code.

                      The Competing Plans

The Second Competing Plans each incorporate provisions for the
substantive consolidation of the Debtors' assets and liabilities.  
Substantive consolidation means that the assets and liabilities of
the six Debtors will be pooled and all of Debtors' creditors will
share in that common pool.  Each of the plan proponents believes
that substantive consolidation of the Debtors' assets and
liabilities will assist the expeditious and successful conclusion
of these Bankruptcy Cases.

                      WCI's Second Plan

The WCI Plan provides for:

   1) a fully negotiated agreement with the United Steelworkers
      of America on the terms of a new collective bargaining
      agreement and related matters;

   2) a capital structure that will allow New WCI to provide for
      the future needs of its business and

   3) proven, capable management.

The Debtors Plan is founded on a Revised CBA with their Union.  
The Revised CBA establishes the labor savings and costs necessary
to reorganize WCI's business and to make the reorganized business
a viable competitor in the future steel industry.  Further, with a
Revised Union CBA and the backing of the USW, the Reorganized
Debtors avoid labor disputes and strikes and the other negative
effects (including potential loss of valuable customers)
associated with an unstable and uncertain workforce.

The Debtors emphasize that their Plan is supported by their
workers, and recommended by the Official Committee of Unsecured
Creditors.

Under WCI's Plan, these creditors are impaired:

      * Noteholders,
      * Unsecured Noteholders and
      * General Unsecured Creditors.

Secured noteholders will receive on the Distribution Date, their
pro rata portion of New Secured Notes in an aggregate principal
amount equal to $93 million.  The unsecured portion of the
Noteholders' claim will get pro rata shares of the common
interests of Equity Holdings LLC or a cash payment equivalent to
3% of their claims.

General Unsecured Creditors will recover 22% of their claims, in
cash.

Secured lender claims, other secured claims and convenience claims
are unimpaired.  

Equity interest holders won't receive distribution under the Plan.

                 The Noteholders' Second Plan

The Secured Noteholders:

   1) are prepared to own Reorganized WCI subject to the terms
      and conditions of the existing labor contract;

   2) believe that they will be able to negotiate an acceptable
      agreement with the United Steel Workers and

   3) are committed to invest $50,000,000 in new cash on that
      basis.

Under this Plan, WCI will reorganize on a stand-alone basis.  The
Debtors will continue to own and operate their businesses, without
any sale of assets, any change in its pension or labor agreements,
or any other business change.  The Secured Noteholders and
unsecured creditors will own all of the stock of the Reorganized
WCI, the amount of debt on the company's balance sheet will be
reduced, and the management of Reorganized WCI will change through
the appointment of new officers and directors.

The Noteholders financial advisor, CIBC World Markets valued
Reorganized WCI at $325,000,000.

All creditors, other than the Secured Noteholders and general
unsecured creditors, will be paid either in full and in cash, or
in accordance with the terms of their agreements.  Secured
Noteholders and general unsecured creditors will receive new
notes, new common stock, cash and the right to purchase new
preferred stock.

The Plan also provides the assumption of the existing USW
collective bargaining agreement without change to its terms.  This
differs from the plan of reorganization previously proposed by the
Secured Noteholders, which provided for WCI to be sold to a
separate entity without any collective bargaining agreement in
place.

Under the Noteholders' Plan, these claims are impaired:

      * Noteholders and
      * other allowed claims.

The Noteholders will receive:

   a) $17 million in cash;
   b) $100 million of New Notes; and
   c) 1,730,129 of New Common Stock with a total value of
      $28,080,000.

Unsecured creditors will receive and share pro rata 2,269,871
shares of New Common Stock plus any additional New Notes
reallocated from the Noteholders.  Unsecured creditors are
expected to recover 22% of their claims.

Wachovia's loan claims, other secured claims and small claims are
unimpaired.

Equity interest holders won't receive any distribution.  

                          USW Statement

In a letter dated September 16, 2005, USW District Director McCall
advised the Noteholders that the USW believes that it would be
exceedingly difficult to reach an acceptable labor agreement with
the Noteholders, that it is extremely unlikely that the USW would
be able to do so, and that in the absence of
a labor agreement with the Noteholders prior to the confirmation
hearing, the USW is likely to provide a notice of termination
applicable if the Noteholders' Second Plan is confirmed.

The letter also said that under the Noteholders' Second Plan, WCI
will be more leveraged and have less liquidity than under the
Debtors' Second Plan.  The USW also noted that the Noteholders'
financial projections were incorrect, including future retiree
benefit costs and medical benefit plan, which was not reflected in
the Noteholders' balance sheet.

The USW also believes that any proposed pre-funding of the pension
plan under the Noteholders' Second Plan will not guarantee the
funding of the benefits in the event of a future shut down, and
may in the future leave the pension plan in the same financial
condition as it would be without the prefunding.

For questions concerning the WCI Plan, contact:

     G. Christopher Meyer, Esq.
     Christine Murphy Pierpont, Esq.
     Squire, Sanders & Dempsey LLP
     4900 Key Tower
     127 Public Square
     Cleveland, Ohio 44114-1304
     Tel: 216-479-8500, Fax: 216-479-8780
     Email: cmeyer@ssd.com, cpierpont@ssd.com
     
For questions concerning the Noteholder Plan, contact:

     Marc P. Schwartz, Esq.
     Kramer Levin Naftalis & Frankel LLP
     1177 Avenue of the Amerikas
     New York, New York 10036
     Tel: 212-715-7546, Fax: 212-715-8000
     Email: MSchwartz@kramerlevin.com
     
WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WINN-DIXIE: Court Okays Cash Payments to Settle Litigation Claims
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 12, 2005, the U.S. Bankruptcy Court for the Middle District
of Florida gave authority to Winn-Dixie Stores, Inc., and its
debtor-affiliates to establish procedures for liquidating and
settling Litigation Claims through direct negotiation or
alternative dispute resolution.  

As previously reported in the Troubled Company Reporter on
Aug. 23, 2005, the Claims Resolution Procedure is intended to
promote cost effective and timely liquidation and settlement of
the Litigation Claims.

A full-text copy of the Claims Resolution Procedures is available
for free at http://ResearchArchives.com/t/s?16f

                          Court Ruling

The Court approves the Debtors' claims resolution procedures,
provided that they are not authorized to negotiate or make cash
settlement payments without further Court order.

The Debtors have resolved the objections filed by the Official
Committee of Unsecured Creditors and the United States Trustee.

Accordingly, Judge Funk permits the Debtors to make cash payments
in full satisfaction of some prepetition automobile, general
liability and employee-related claims equal to the lesser of
either 50% of any reserve established by the Debtors for the
claims prior to Sept. 1, 2005, or $5,000.  The aggregate
amount of these cash payments will not exceed $1,500,000 unless
consented to in writing by the Debtors and the Creditors
Committee.  The Debtors will file with the Court and serve on the
Creditors Committee a quarterly report of all payments.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest    
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Court Okays Rejection of Four Leases & Four Subleases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates authority to
reject these four leases, which they were unable to sell:

Store No.       Location              Landlord
---------       --------              --------
   763     1755 Boyscout Drive         Las Vegas Ventures, Inc.
           Ft. Myers, Florida

   837     609 Greenville Blvd.        Greenville Associates
           Greenville, North Carolina

   1024    667 SE Main St.             Hillcrest GDS, LLC
           Simpsonville, South
           Carolina

   1701    6920 SR 18                  Chester Dix Florence Corp.
           Florence, Kentucky

The Court also authorized the Debtors to reject the subleases
related to the Leases:

Store No.       Location              Landlord
---------       --------              --------
   763     1755 Boyscout Drive         Pro Fit Management, Inc.
           Ft. Myers, Florida

   837     609 Greenville Blvd.        Big Lots Stores, Inc.
           Greenville, North Carolina

   1024    667 SE Main St.             Invenio Partners, Inc.
           Simpsonville, South
           Carolina

   1701    6920 SR 18                  Remke Markets, Inc.
           Florence, Kentucky

As previously reported in the Troubled Company Reporter on
Oct. 5, 2005, the Leases and Subleases provide no continuing
benefit to the Debtors' estates.

Rejecting the Leases and Subleases will save the Debtors' estates
costs incurred with respect to administrative expenses, including
rent, taxes, insurance premiums, and other charges under the
contracts.

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).


WORLDCOM INC: Court OKs $315MM Tax Settlement Pact with 16 States
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved WorldCom, Inc. and its debtor-affiliates' settlement
Agreement with the 16 States.

As previously reported in the Troubled Company Reporter on
October 7, 2005, the tax commissions or taxing authorities of
16 states filed certain claims arising out of or relating to
WorldCom, Inc. and its debtor-affiliates' royalty program:

   (1) Alabama,
   (2) Arkansas,
   (3) Connecticut,
   (4) Florida,
   (5) Georgia,
   (6) Iowa,
   (7) Kentucky,
   (8) Maryland,
   (9) Massachusetts,
  (10) Michigan,
  (11) Missouri,
  (12) New Jersey,
  (13) Ohio,
  (14) Pennsylvania,
  (15) Wisconsin, and
  (16) the District of Columbia.

The State Claims were originally filed for approximately
$590 million in taxes, penalties and interest.

To resolve their dispute related to the claims and other issues,
the Debtors and the 16 States entered into a settlement agreement.

The salient terms of the Agreement are:

   (a) Any and all Royalty Claims will be deemed satisfied in
       full, released, withdrawn, and expunged by the States as
       against the Debtors;

   (b) In full and complete satisfaction of all tax, interest and
       penalties related to the Royalty Program, the Debtors will
       pay the States $315,000,000;

   (c) The Surviving Claims will be resolved by taking into
       account, without challenge, the Consolidated Restatements
       and reversal of the Royalties;

   (d) The Debtors will not file and will not be required to file
       any refund claim or amended return with any of the States
       with respect to state income, franchise, gross receipts or
       similar taxes for tax years ending on or before
       December 31, 2002;

   (e) Any change in the Debtors' federal taxable income for Tax
       Years ending on or before December 31, 2002, through audit
       or final determination with the Internal Revenue Service,
       will not affect the settlement; and

   (f) The States will not use the Royalty Program nor any
       Royalties paid or accrued as a basis to assert nexus or
       any other claim based on minimum contacts against the
       Debtors or for any other purpose.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Has Until November 16 to Object to Tax Claims
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 3, 2005, WorldCom, Inc., and its debtor-affiliates sought
additional time to object to proofs of claim and requests for
payment of administrative claims that were filed by taxing
authorities after March 1, 2004, or which appear to include
certain types of claims as component.

Although the Debtors have substantially completed the analysis of
proofs of claim and requests for payment of administrative claims
filed in their cases, they need additional time to object to:

    (i) proofs of claim and requests for payment of
        administrative claims which appear to include as a
        component an Additional Claim; and

   (ii) proofs of claim and requests for payment of
        administrative claims that were filed by taxing
        authorities after March 1, 2004.

Marc E. Albert, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that the Debtors have devoted substantial
time and resources to attempt to reach settlement of additional
claims.  Although the settlement efforts have been very
productive, additional time is needed given the complexity of the
issues and the number of states involved.  Settlement discussions
with the states are currently in an intense and critical phase.

Since there are still hundreds of tax claims remaining, the
Debtors need the extension to determine whether the Tax Claims
were timely filed, identify whether they duplicate or amend other
claims, determine how the Tax Claims were calculated, and identify
the defenses, if any.

At the Debtors' behest, the U.S. Bankruptcy Court for the Southern
District of New York extends the Remaining Tax Claim Objection
Deadline to and including November 16, 2005.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XYBERNAUT CORP: Court Okays $5 Million DIP Financing Facility
-------------------------------------------------------------
Xybernaut Corporation (OTC: XYBRQ.PK) negotiated a debtor-in-
possession loan with LC Capital Master Fund of New York City to
enable the company to continue operations through its
reorganization and provide an orderly runway to market its
portfolio of patents and intellectual properties.  The loan is for
up to $5 million over a one-year period.

The United States Bankruptcy Court for the Eastern District of
Virginia approved the loan yesterday, Oct. 27, as part of
Xybernaut's Chapter 11 bankruptcy proceeding.

Company management is working in close coordination with an Equity
Committee with the joint objective of providing as much value as
possible to the company's shareholders.

"We are pleased that we now have the prospect of continuing to
meet customers' expectations while we pursue our reorganization
efforts," Perry L. Nolen, President and CEO of Xybernaut, said.

Peter Niemi, chairman of the Equity Committee, stated: "The Equity
Committee is encouraged that funding has been made available to
provide time for both the marketing of intellectual properties and
a significant reorganization effort."

The Creditors' Committee supported the approval of the loan.

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.


YANGER INC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Yanger Inc.
        P.O Box 1259
        Mayaguez, Puerto Rico 00680

Bankruptcy Case No.: 05-12320

Chapter 11 Petition Date: October 15, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Chief Judge Gerardo Carlo Altieri

Debtor's Counsel: Alberto O. Lozada Colon, Esq.
                  Bufete Lozada Colon
                  P.O. Box 427, PMB 1019
                  Mayaguez, Puerto Rico 00681
                  Tel: (787) 833-6323

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CRIM                             Taxes                  $10,126
P.O. Box 195387
San Juan, PR 00919

Department of Treasury           Taxes                   $6,463
P.O. Box 9024140
San Juan, PR 00902


* Robert de By Leads Dewey Ballantine's Int'l Arbitration Practice
------------------------------------------------------------------
Dewey Ballantine LLP, a leading international law firm, reported
that Robert de By has joined the firm to lead its International
Arbitration practice.  Mr. de By, who joins the firm as partner,
resides in New York and will work out of the New York and London
offices.

"We are very excited that Robert is joining the firm to lead our
international arbitration efforts," said Harvey Kurzweil, Co-
Chairman of Dewey Ballantine's Litigation Department.  "The
increasingly complex litigation needs of our existing
multinational client base makes Robert's arrival a significant
step in continuing to meet their global needs.  Robert is widely
recognized for his in-depth knowledge of national and
international legal systems in a wide range of business sectors.
His expertise and leadership will be invaluable to our growth in
this vital area of business."

With more than 20 years of experience in domestic and
international arbitrations and trans-national litigation, Mr. de
By has represented clients in the U.S., Europe, Asia and the
Caribbean with complex cross-border contractual, business,
investment and other multi-jurisdictional disputes.  Mr. de By's
clients include, among others, financial services, communications,
oil, media, insurance, travel, manufacturing and electronics
organizations.

Prior to joining Dewey Ballantine, Mr. de By, after starting his
career at Sullivan & Cromwell, practiced in both New York and
Europe.  Mr. de By has represented multinationals in the U.S. and
numerous overseas locations.  Mr. de By's recent experience
includes the defense of a Big Four accounting organization in the
multi-billion dollar Parmalat litigation, the defense of a NASD-
arbitration for a leading U.S. investment bank involving claims of
nearly $40 million, and representations of multi-national Japanese
and European banks concerning complex, high stakes securities
litigations, and various disputes in the US, Europe and several
off-shore regions.

"International arbitration and litigation oftentimes involve high
stakes, complex trans-national disputes," said Robert de By.
"Dewey Ballantine's litigation department stood out from its
competitors with its impressive track record of trial experience
and multinational client base.  I look forward to leveraging my
expertise and international knowledge in working closely with
Dewey Ballantine's litigators to serve the needs of our national
and international clients with cross-border issues that require
resolution."

Mr. de By graduated with a J.D. from Columbia University School of
Law.  Mr. de By also holds a J.D. from the University of Amsterdam
Law School in The Netherlands. He is a member of the New York
State Bar (1st Department) and the Federal Bar (S.D.N.Y.).  Mr. de
By is fluent in Dutch and Flemish.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys located in New York, Washington,
D.C., Los Angeles, East Palo Alto, Houston, Austin, London,
Warsaw, Budapest, Frankfurt, Milan and Rome.  Through its network
of offices, the firm handles some of the largest, most complex
corporate transactions, litigation and tax matters in such areas
as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance and international trade.
Industry specializations include energy and utilities, healthcare,
insurance, financial services, media, consumer and industrial
goods, consumer electronics, technology, telecommunications and
transportation.


* BOOK REVIEW: OIL & HONOR: The Texaco Pennzoil Wars
----------------------------------------------------
Author:     Thomas Petzinger, Jr.
Publisher:  Beard Books
Paperback:  495 Pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122077/internetbankrupt

This is a fun read.  Fun enough to take the beach, although at 500
pages it's a bit hefty to hold up while you lounge in the sandy
towel.  It's got all the elements of great entertainment: a
trainload of money, courtroom melodrama, and a host of extremely
odd characters, including a couple of Texas state court judges who
could make California's Judge Ito look like Justice Brandeis.  You
might even throw in a biblical analogy -- many pundits did --
although for my money Pennzoil chair J. Hugh Liedtke was a little
too wily and a lot too flush to be David-with-a-slingshot.

Everyone knows the story.  In 1984 Texaco bought Getty Oil for
$9.98 billion, days after the Getty board had made a handshake
deal with Pennzoil to sell three-sevenths of its assets for a 10
percent lower price per share.  Did Texaco tortiously interfere
with Pennzoil's oral contract, or was Getty free (and in fact
duty-bound) to accept Texaco's higher offer?  I'll leave you there
on the edge of your seat.

Yes, the plot is familiar, but as they say, God is in the details,
and the Pulitzer Prize-winning author, a professional journalist
who covered the trial for the Wall Street Journal, gives us
details aplenty.  He's sieved the most intriguing and significant
facts from a daunting amount of evidence: 50,000 pages of
affidavits, hours of video testimony, 250 interviews.

You'll collect your favorite factoids as you go along.  Mine have
to do with the succession of judges, the first of whom had a close
relationship with Pennzoil attorney Joe Jamail, while the second
hadn't read the trial record when he took over the gavel and made
his ignorance of the governing New York law seem almost a point of
pride.

The flamboyant Jamail (who collected $400 million fee for his
work, of which $50 million reportedly has been given to charities)
was known previously, the author tells us, for such feats as
convincing a jury that the City of Houston was negligent for
planting a tree that his client ran into while drunk.  Here, he
won the verdict for his client, in part, by exploiting that
shopworn clich, of trial practice -- the local good ol' boys
versus the big city pinstripes.  Is an oral agreement in principle
a binding contract?  Metaphorically shrugging, Mr. Jamail told the
jury, "Sure looks like a deal to me." It worked like a charm.

Engrossing as the deal, trial, and verdict are, the author offers
more.  His first 150 pages provide useful background on the
respective oil empires, and chronicles Getty's history in detail.

But don't take my word that this book is worth the money.  Read
what the white-shoe critics had to say when this book first came
out in 1987.  "A riveting drama," said the New York Times Book
Review.  "Pure excitement... More fun than flying on corporate
jet," per the Dallas Times Herald, with presumably more experience
in flying on corporate jets than I can claim.  "A real-life script
fit for TV's Dallas... Harold Robbins and Robert Ludlum let loose
in the world of Texas good ol' boys and New York takeover
specialists," opined the Washington times.

So maybe you'll drop this one into your carry-on bag after all.

                          *********

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.


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