TCR_Public/051031.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, October 31, 2005, Vol. 9, No. 258

                          Headlines

2RT LC: Case Summary & 4 Largest Unsecured Creditors
ABITIBI-CONSOLIDATED: Moody's Places Ba3 Debt Ratings on Review
ADVANCE AUTO: Moody's Raises $670 Million Debts' Ratings to Ba1
ANDERSON-MAGRUDER: Voluntary Chapter 11 Case Summary
ANZA CAPITAL: Incurs $490,869 Net Loss in Quarter Ended July 31

AP HOTELS: Case Summary & 22 Largest Unsecured Creditors
ASARCO MASTER: Case Summary & 66 Largest Unsecured Creditors
ATA AIRLINES: Court Extends Exclusive Period Until November 30
ATA AIRLINES: Court OKs Cockpit Crewmembers' Tentative Labor Pact
AVAYA INC: Posts $660 Million Net Income in FY 2005 Fourth Quarter

BALL CORPORATION: Earns $79.3 Million of Net Income in 3rd Quarter
BANC OF AMERICA: Fitch Rates $1.64 Million Cert. Classes at Low-B
BIOMERICA INC: Posts $63,391 Net Income in Quarter Ended Aug. 31
BLACKMORE/CANNON: Case Summary & 5 Largest Unsecured Creditors
BOWNE & CO: Incurs $3.8 Million Net Loss in Third Quarter

BOYDS COLLECTION: U.S. Trustee Appoints 5-Member Creditors Panel
BRODER BROS: Moody's Affirms $225 Million Sr. Notes' Ratings at B3
BREUNERS HOME: Trustee Taps Cross & Simon as Conflicts Counsel
CD BROWN: Case Summary & Largest Unsecured Creditor
CENTEX HOME: Moody's Rates Class B-3 Sub. Certificate at Ba1

CERADYNE INC: Earns $13.3 Million of Net Income in Third Quarter
CHEMED CORPORATION: Reports Financial Results for Third Quarter
CHEVY CHASE: Moody's Assigns Class B-5 Certificate's Rating to B2
CITICORP MORTGAGE: Fitch Rates $1.41 Mil Cert. Classes at Low-B
CLARK - LANGLEY: Case Summary & 20 Largest Unsecured Creditors

CNH GLOBAL: Earns $27 Million of Net Income in Third Quarter
COLORADO HOUSING: S&P Shaves $2.51 Mil. Revenue Bond Rating to B
COLUMBUS MCKINNON: Proposed Equity Deal Cues S&P to Review Ratings
COMBUSTION ENG'G: Inks Settlement Pact with Two Insurers
CONEXANT SYSTEMS: Incurs $176 Million Net Loss in Fourth Quarter

CONNECTICUT VALLEY: Fitch Affirms BB Rating on $32MM Pref. Shares
COOPER TIRE: Moody's Downgrades Senior Unsecured Ratings to Ba2
DEAN HILL: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: InPlay Tech. Agrees to License Pact Cancellation
DELPHI CORP: PBGC & Panel Wants Cash Management Order Modified

DELTA AIR: Song to Close May 2006 & to Merge With Delta Travel
DENNY'S CORP: Incurs $3.4 Million Net Loss in Third Quarter
DORAL FINANCIAL: Accounting Issues Cue S&P to Downgrade Ratings
DORAL FINANCIAL: Fitch Shaves Senior Unsec. Notes to BB- from BB+
DURATEK INC: Earns $2.8 Million of Net Income in Third Quarter

E.DIGITAL CORP: Will Blakeley Will Be President & CTO on Nov. 4
EASY GARDENER: Senior Lenders Waive Covenant Breaches
EXAM USA: Reports $4.7 Mil. Working Capital Deficit as of Aug. 31
FIRST UNION: Moody's Affirms $38MM Class G Cert.'s Rating at B3
FLEXTRONICS INT'L: Fitch Puts BB+ Rating on Sr. Subordinated Debt

GEORGETOWN STEEL: Trustee Has Until Jan. 31 to File Final Report
GEORGETOWN STEEL: Trustee Wants Authority to Make Initial Payments
GOODYEAR TIRE: Earns $142 Million of Net Income in Third Quarter
GSI GROUP: Earns $2 Million of Net Income in Third Quarter
GUAM WATERWORKS: Fitch Assigns BB Rating to $103.8MM Revenue Bonds

IGIA INC: Incurs $152,003 Net Loss in Quarter Ended Aug. 31
IMAGISTICS INT'L: Acquisition Cues Moody's to Withdraw Ba1 Ratings
INEX PHARMACEUTICALS: Court Nixes Involuntary Bankruptcy Petition
JEROME-DUNCAN: Committee Wants Court to Hold Debtor In Contempt
JLG INDUSTRIES: Good Performance Prompts S&P to Lift Low-B Ratings

KAISER ALUMINUM: Wants Clark Public Utilities Claims Disallowed
KAISER ALUMINUM: Wants LMC & Castlewood Settlement Approved
KIMPEL'S JEWELRY: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Jeri Fisher Wants to Proceed with Arizona Lawsuit
KMART CORP: Settles Dispute Over Cydcor's $2.6 Million Claim

LAUXMONT REALTY: Case Summary & 2 Largest Unsecured Creditors
LENNOX INT'L: Moody's Affirms Corporate Family Rating at Ba2
LOCATEPLUS HOLDINGS: Posts $518,381 Net Loss in Second Quarter
LONGYEAR HOLDINGS: Moody's Rates $75 Million Term Loan at Caa1
LOVELL PLACE: Case Summary & 20 Largest Unsecured Creditors

LYDALL INC: Lenders Waive Non-Compliance with EBITDA Covenant
MAGELLAN HEALTH: Earns $34.4 Million of Net Income in 3rd Quarter
MANUEL CARLO: Case Summary & 11 Largest Unsecured Creditors
MCI INC: Justice Department Clears Verizon-MCI Merger
MCLEODUSA INC: Lenders Support Pre-Packaged Chapter 11 Plan

MCLEODUSA INC.: Case Summary & 20 Largest Unsecured Creditors
MEDCO HEALTH: Moody's Affirms $1.8 Billion Debts' Ba1 Ratings
MEDISCIENCE TECH: Balance Sheet Upside-Down by $958,693 at Aug. 31
METROMEDIA FIBER: Court Okays Stipulation with Santa Clara
METROMEDIA FIBER: Wants Entry of Final Decree Delayed to Jan. 16

MID-STATE RACEWAY: Court Approves Disclosure Statement
MIDDLE TENNESSEE CHILD: Case Summary & 20 Largest Unsec. Creditors
NAVISITE INC: Balance Sheet Upside-Down by $2.32 Mil. at July 31
NORTEL NETWORK: Security Release Prompt S&P to Assign B- Ratings
NORTHWEST AIRLINES: Boies Schiller Approved as Antitrust Counsel

NORTHWEST AIRLINES: Injunction Against Utility Cos. Draws Fire
NORTHWEST AIRLINES: Maintenance & Service Payments Opposed
NOVA COMMUNICATIONS: Timothy Steers Raises Going Concern Doubt
O'SULLIVAN IND: Can Continue Using Sr. Sec. Noteolders Collateral
O'SULLIVAN INDUSTRIES: Can Honor Prepetition Employee Obligations

O'SULLIVAN INDUSTRIES: Wants More Time to File Bankr. Schedules
OMEGA HEALTHCARE: Posts $5.1 Million of Net Income in 3rd Quarter
ON TOP COMM: Wants Until Nov. 11 to Make Lease-Related Decisions
OWENS-ILLINOIS: Fitch Affirms Junk Rating on Senior Unsec. Notes
PARKWAY HOSPITAL: Creditors Must File Proofs of Claim by Nov. 11

PARKWAY HOSPITAL: Taps BDO Seidman as Financial & Business Advisor
PARKWAY HOSPITAL: Wants Strategic Management as Consultant
PENN NATIONAL: Sells Argosy Casino-Baton Rouge for $150 Million
PHH MORTGAGE: Fitch Places Low-B Ratings on $702,565 Cert. Classes
PINNOAK RESOURCES: Risky Operations Spur S&P's Low-B Ratings

POTLATCH CORP: Financial Plans Cue S&P to Pare Low-B Ratings
REFCO INC: U.S. Trustee Appoints Seven-Member Creditors' Committee
REFCO INC: Has Until February 14 to Decide on Unexpired Leases
REFCO INC: Court Disallows Break-Up Fee for Potential Bidders
REFCO INC: Court Modifies Bidding Procedures for Asset Sale

ROGERS COMMUNICATIONS: S&P Affirms BB Rating After Deleveraging
SAINT VINCENTS: Wants Court to Deny Marziale's Lift Stay Request
SEMGROUP LP: Moody's Rates $250 Million Sr. Unsecured Notes at B1
SHAW COMMUNICATIONS: S&P Places BB+ Rating on Senior Unsec. Debts
SIERRA HEALTH: Earns $28 Million of Net Income in Third Quarter

SIGNATURE POINTE: All Creditors to Receive Full Payment Under Plan
TARGUS GROUP: Moody's Rates $150 Million Subordinated Notes at B3
TOWER AUTOMOTIVE: Court Allows Summit Tooling's $403,148 Claim
UAL CORP: Wants to Assume Modified PMCC Aircraft Financing Pact
US LEC: Closes $10 Million Revolving Credit Facility with Wachovia

VARIG S.A.: Creditors Want Injunction Dissolved
WACHOVIA COMMERCIAL: Fitch Rates $49.54 Mil Cert. Classes at Low-B
WELLS FARGO: Fitch Assigns Low-B Ratings to $789K Cert. Classes
WORLDCOM INC: Court Approves N. Carolina Claims Settlement Pact
WORLDCOM INC: Gets Okay for Summary Judgment on Deutsche Bank

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

                          *********

2RT LC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------
Debtor: 2RT, L.C.
        7545 Cherry Park Drive
        Houston, Texas 77079

Bankruptcy Case No.: 05-94989

Chapter 11 Petition Date: October 20, 2005

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Lawrence J. Maun, Esq.
                  Lawrence J. Maun PC
                  9800 Richmond Avenue, Suite 520
                  Houston, Texas 77042
                  Tel: (713) 266-2560
                  Fax: (713) 266-2568

Total Assets: $100,000

Total Debts:  $4,113,611

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Vivo, Ltd.                    Loan                    $1,241,019
2900 Weslayen, Suite 530      Value of security:
Houston, TX 77027             $50,000

Wachovia Bank                 Loan                      $650,000
P.O. Box 740557               Value of security:
Atlanta, GA 30374-0557        $50,000

Matrix Construction, Inc.     Judgment                   $77,000
c/o Shahin Jamea, Attorney
5373 West Alabama, Suite 340
Houston, TX 77056

Andrew McCormack              Legal Services              $7,500
3401 Louisiana, Suite 280
Houston, TX 77002


ABITIBI-CONSOLIDATED: Moody's Places Ba3 Debt Ratings on Review
---------------------------------------------------------------
Moody's Investors Service placed Abitibi-Consolidated Inc.'s Ba3
long-term debt ratings on review for possible downgrade.  Some
US$3.8 billion of debt securities are affected by the rating
action, which was prompted by the company's continuing difficulty
in generating significant earnings from operations, and, given the
very difficult market conditions facing the company, the
uncertainty as to when significant earnings improvement can be
expected.

Moody's review will involve a comprehensive assessment of the
company's:

   * strategy and business plan;
   * position in its markets;
   * capital and debt structure;
   * dividend plans; and
   * anticipated performance.

The review will also assess the company's liquidity arrangements.

It was announced on October 26th that these had been revised, with
a 3-year $700 million secured facility replacing the $816 million
unsecured facility that was to mature in June of 2006.  Moody's
review will also assess whether or not the increase in structural
subordination resulting from this modification warrants a ratings
differential between the company's corporate family and senior
unsecured ratings.  

Moody's expects the review to be completed within 45-to-60 days.  
In the interim, with the new credit facility having an extended
term to maturity thereby eliminating previous refinance concerns,
and with the estimated $700 million proceeds of the pending
PanAsia Paper sale expected to be received shortly, the company's
Speculative Grade Liquidity Rating was upgraded to SGL-3 from
SGL-4.

Ratings placed on review for possible downgrade:

  Abitibi-Consolidated Inc.:

     * Corporate family rating: Ba3
     * Senior unsecured rating: Ba3
     * Senior Unsecured Shelf Registration: (P)Ba3

  Abitibi-Consolidated Company of Canada:

     * Bkd senior unsecured: Ba3
     * Senior unsecured shelf registration: (P)Ba3

  Abitibi-Consolidated Finance L.P.:

     * Bkd senior unsecured: Ba3
     * Senior unsecured shelf registration: (P) Ba3

  Donohue Forest Products Inc.:

     * Bkd senior unsecured: Ba3

Rating upgraded:

  Abitibi-Consolidated Inc.:

     * Speculative Grade Liquidity Rating: to SGL-3 from SGL-4

Abitibi-Consolidated Inc., headquartered in Montreal, Quebec, is
North America's leader in newsprint and uncoated mechanical paper
and also has a significant lumber business.


ADVANCE AUTO: Moody's Raises $670 Million Debts' Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
secured bank facility ratings of Advance Auto Parts, Inc. to Ba1
from Ba2, assigned a positive outlook to the long term ratings,
and affirmed Advance Auto Parts' Speculative Grade Liquidity
Rating of SGL-1.

Ratings upgraded:

  Advance Auto Parts, Inc.:

     * Corporate family rating to Ba1 from Ba2.

  Advance Stores, Inc.:

     * $200 million senior secured bank facility, maturing
       September 2009 to Ba1 from Ba2;

     * $200 million senior secured term loan, maturing
       September 2009 to Ba1 from Ba2;

     * $170 million senior secured term loan, maturing
       September 2010 to Ba1 from Ba2; and

     * $100 million senior secured term loan, maturing
       September 2010 to Ba1 from Ba2.

Rating affirmed:

  Advance Auto Parts, Inc.

Speculative grade liquidity rating of SGL-1.

The upgrade of Advance's long term ratings is based on the
continued improvement in its operating performance, as evidenced
by increased margins and comparable store sales, as well as its
balanced approach to financial policy.  For the fiscal year-ended
January 1, 2005, Advance generated revenues of $3.77 billion,
reflecting a year-over-year increase of 7.9%, with Debt/EBITDA
improving to 3.1x (all ratios incorporate Moody's standard
analytic adjustments) including the secured vendor finance
program.  This overall upward trend continued in the first half of
2005, with increased revenues and same store sales resulting in an
LTM Debt/EBITDA improvement to 2.9x.

The Ba1 long term ratings consider:

   * Advance's position as a leading retailer of auto parts and
     supplies in the U.S. market, with a solid number two position
     in a fragmented, though consolidating, industry;

   * its improving credit metrics, which firmly position it within
     its new rating category; and

   * its prospects for continued growth, both organically and via
     acquisition.

The rating also considers:

   * Advance's historically acquisition-based growth strategy;
   * risks inherent in new store openings; and
   * the intensely competitive market.

The positive outlook reflects Moody's expectation of continued
improvement in Advance's operating performance and further
reductions in debt.  The rating could be raised if retained cash
flow to debt reaches 25% and financial policy with respect to
acquisitions and returns to shareholders remains conservative.  
The outlook would revert to stable in the event retained cash flow
to debt fell below 20%, or if Advance were to deviate from its
recent disciplined approach to financial policy by making a large,
debt-weighted acquisition or aggressively returning cash to
shareholders to the detriment of debt protection measures.

The Ba1 rating of the senior secured bank facility also reflects
its priority position in the capital structure, with a first
position in all assets, as well as upstream and downstream
guarantees.  The rating is at the corporate family level because
it represents all the outstanding debt of Advanced Stores.

The SGL-1 speculative grade liquidity rating reflects the
expectation that Advance will maintain very good liquidity, and
that its internally generated cash flow and cash on hand will be
sufficient to fund its working capital, capital expenditure and
debt amortization requirements for the next 12 to 18 months.  The
company's $200 million revolving credit facility is expected to
remain largely undrawn and to be used only for seasonal needs and
letter of credit support.  At July 16, 2005, the revolver
reflected a zero drawn balance and outstanding letters of credit
of $56 million.  Covenant cushions under the revolver are expected
to remain ample.

Advance Auto Parts, Inc., is headquartered in Roanoke, Virginia,
and is the parent company of Advance Stores Company, Inc., which
operates the second largest U.S. auto parts retail chain with
2,708 stores at July 16, 2005 and 2004 annual revenues of roughly
$3.8 billion.


ANDERSON-MAGRUDER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Anderson-Magruder Company Inc.
        10202 Evanston Avenue North
        Seattle, Washington 98113

Bankruptcy Case No.: 05-27533

Type of Business: The Debtor is a plumbing contractor.

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Gregory P. Cavagnaro, Esq.
                  Law Office of Gregory P. Cavagnaro
                  11100 Northeast 8th Street, Suite 340
                  Bellevue, Washington 98004
                  Tel: (425) 637-2608
                  Fax: (425) 637-0289

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

The Debtor did file a list of its 20 Largest Unsecured Creditors.


ANZA CAPITAL: Incurs $490,869 Net Loss in Quarter Ended July 31
---------------------------------------------------------------
Anza Capital Inc., delivered its financial results for the quarter
ended July 31, 2005, to the Securities and Exchange Commission on
Oct. 21, 2005.

Anza Capital reported a $490,869 net loss on $13,494,852 of
revenues for the three months ended July 31, 2005, in contrast to
a $51,265 net income on $13,623,934 of revenues for the comparable
period in 2004.  Management attributes the first quarter loss to
lower production caused by the decline in the refinance market.  

The Company's balance sheet showed $4,364,891 of assets at July
31, 2005, and liabilities totaling $5,588,608, resulting in a
stockholders' deficit of $1,223,717.  Accumulated deficit at July
31, 2005, total $18,607,946.

                     Pending Litigation

Anza Capital is party to two pending lawsuits seeking aggregate
payment for damages of approximately $1.2 million.

Irvine Company initiated a lawsuit in June 2004 against the
Company's subsidiary, American Residential Funding, Inc., for
breach of a building lease.  The lawsuit is pending before the
Superior Court of California in the County of Orange.  

AMRES recently filed an answer to the complaint and simultaneously
filed a cross-complaint against a former branch manager and his
business associate who signed the lease in question while
purporting to be officers of the corporation.

AMRES faces another lawsuit filed by First American Title
Insurance in the State of Arkansas, County of Saline.  The
complaint alleges breach of contract and warranty,  breach of
fiduciary duty, unjust enrichment, and conspiracy.  AMRES has
responded to the accusations and is vigorously defending the
action, saying it lacks merit.

                Material Weakness Continues

Management identified two material weaknesses that render the
Company's disclosure controls and procedures ineffective at the
reasonable level of assurance as of July 31, 2005.  These material
weaknesses are:

      a) Failure to timely file the Form 10-Q for the quarter     
         ended July 31, 2005 or the Form 10-K for the year ended
         April 30, 2005.  

      b) insufficient accounting and finance personnel.

To remediate the material weaknesses, management has retained a
third-party consultant to provide advice regarding the Company's
financial reporting process.

                    Going Concern Doubt

Singer, Lewak, Greenbaum & Goldstein, LLP, expressed substantial
doubt about Anza Capital's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended April 30, 2005.  The auditing firm pointed to the
Company's recurring losses from operations, accumulated deficit,
and working capital deficiency.

McKennon, Wilson & Morgan, LLP, also raised substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for fiscal 2004.

                    About Anza Capital

Headquartered in Costa Mesa, California, Anza Capital, Inc., --
http://www.anzacapital.com/-- operates as the holding company for  
American Residential Funding, Inc. and Bravo Realty.com.  AMRES
provides home financing through loan brokerage and banking.  
AMRES, through its agents in 125 branches, is licensed in 34
states to originate loans.  The mortgage loans originated by it
are generally one-to-four-family mortgage loans, which are
permanent loans secured by mortgages on nonfarm properties,
including attached or detached single-family or second/vacation
homes and one-to-four-family primary residences; and condominiums
or other attached dwelling units, including individual
condominiums, row houses, townhouses, and other separate dwelling
units even when located in buildings containing five or more such
units.  Bravo is a real estate sales company focused in
California.


AP HOTELS: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: AP Hotels of Missouri, Inc.
             2455 South Arlington Heights Road, Suite 400
             Arlington Heights, Illinois 60005

Bankruptcy Case No.: 05-63239

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                           Case No.
      ------                                           --------
      API/Hammond, IN Inc.                             05-63240
      Athens Motel Associates Limited Partnership II   05-63241
      Batesville MS 595 Limited Partnership

Type of Business: The Debtors are affiliates of Arlington
                  Hospitality Inc.  The Debtors develop and
                  construct limited service hotels and own,
                  operate, manage and sell those hotels.
                  Arlington Hospitality and 14 of its debtor-
                  affiliates also filed for chapter 11 protection
                  on August 31, 2005 (Bankr. N.D. Ill. Case No.
                  05-34885), with Judge Goldgar presiding.  A copy
                  of Arlington Hospitality's filing is reported in
                  the Troubled Company Reporter on Sept. 1, 2005..

Chapter 11 Petition Date: October 28, 2005

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtors' Counsel: Catherine L Steege, Esq.
                  Jenner & Block LLP
                  One IBM Plaza
                  Chicago, Illinois 60611
                  Tel: (312) 222-9350
                  Fax: (312) 527-0484

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
AP Hotels of Missouri, Inc.   $100,000 to        Less than $50,000
                              $500,000

API/Hammond, IN Inc.          Less than $50,000  Less than $50,000

Athens Motel Associates       $1 Million to      $1 Million to
Limited Partnership II        $10 Million        $10 Million

Batesville MS 595             $1 Million to      $1 Million to
Limited Partnership           $10 Million        $10 Million

A.  AP Hotels of Missouri, Inc.'s 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Bonnie HillDeimeke               Real Estate Taxes       Unknown
County Collector
101 North Jefferson, Room 103
Mexico, MO 65265

Commerce Bank                                            Unknown
Attn: Walt Duffen
Mexico, MO 65265
Attn: Walt Duffen

B.  Athens Motel Associates Limited Partnership II's 20 Largest
    Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
City of Athens                                  $5,871
Income Tax Department
8 East Washington Street
Athens, OH 45701

Mill Distributors, Inc.                         $2,722
P.O. Box 92427
Cleveland, OH 44193

Travelers Flood Ins.                            $2,579
Flood Insurance Program
P.O. Box 70302
Charlotte, NC 28272-0302

Guest Distribution/Breckenridge Co.             $1,665

Gordon Food Service, Inc.                       $1,203
Payment Processing Center

Columbia Gas                                    $1,130

Strawn Plumbing, LLC                            $1,056

A.C. Furniture Co., Inc.                          $742

Quill Corporation                                 $599

C & E True Value                                  $545

Western Printing Co.                              $531

Courtesy Products, LLC                            $512

Safemark Systems                                  $473

Belensky Inc.                                     $383

Ecolab                                            $377

Serta Mattress Company                            $340

Heartland Food Products, Inc.                     $303

STI Networks                                      $282

The Oak Room                                      $223

The Home Depot Supply                             $198

C.  Batesville MS 595 Limited Partnership's 20 Largest Unsecured
    Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Tax Commission - Sales Tax                      $6,065
P.O. Box 960
Jackson, MS 39205

Tallahatchie Valley Electric                    $3,326
P.O. Box 513
Batesville, MS 38606

City of Batesville Gas & Water                  $2,881
P.O. Box 689
Batesville, MS 38606

Tax Commission Special Tax                      $2,597
P.O. Box 960
Mississippi Tax Commission
Jackson, MS 39205

Empire Cooler Service, Inc.                     $1,827
940 West Chicago Avenue
Chicago, IL 60622

Mill Distributors, Inc.                           $667

Ecolab                                            $640

World Cinema, Inc.                                $526

Rainbow International                             $250

BLI Lighting Specialists                          $217

The Lamar Companies                               $212

Onity Inc.                                        $176

Panola Paper Co.                                  $174

Safemark Systems                                  $171

Amerihost Franchise Systems, Inc.                 $161

Courtesy Products, L.L.C.                         $139

WorldTravel Partners                               $98

SBC Long Distance                                  $95

Panola County Coop.                                $84

Ecolab Pest Elimination                            $82


ASARCO MASTER: Case Summary & 66 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ASARCO Master Inc.
        1150 North Seventh Avenue
        Tucson, Arizona 85705

Bankruptcy Case No.: 05-21883

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Bridgeview Management Company, Inc.              05-21884

Asarco Oil and Gas Company, Inc.                 05-21886

Government Gulch Mining Company, Limited         05-21887

ALC, Inc.                                        05-21888

AR Sacaton, LLC                                  05-21890

Salero Ranch, Unit III,                          05-21891
Community Association, Inc.

Covington Land Company                           05-21892

AR Mexican Explorations Inc.                     05-21893

American Smelting and Refining Company           05-21894

Type of Business: The Debtor is affiliated with ASARCO LLC
                  (Bankr. S.D. Tex. Case No. 05-21207)
                  ASARCO LLC filed for chapter 11 protection on
                  August 9, 2005, and its case is pending before
                  Hon. Richard Schmidt.
                  See http://www.asarco.com/

                  The other Debtor-affiliates who filed for
                  chapter 11 protection are: Lac d'Amiante du
                  Qu,bec Lt,e (Bankr. S.D. Tex. Case No.
                  05-20521); CAPCO Pipe Company, Inc. (Bankr. S.D.
                  Tex. Case No. 05-20522); Cement Asbestos
                  Products Co. (Bankr. S.D. Tex. Case No.
                  05-20523); Lake Asbestos of Quebec, Ltd.
                  (Bankr. S.D. Tex. Case No. 05-20524);
                  LAQ Canada, Ltd. (Bankr. S.D. Tex. Case
                  No. 05-20525); Encycle, Inc. (Bankr. S.D.
                  Tex. Case No. 05-21305); Encycle/Texas, Inc.
                  (Bankr. S.D. Tex. Case No. 05-21304); and
                  ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case
                  No. 05-21346).

                  Lac d'Amiante du Qu,bec Lt,e,  CAPCO Pipe
                  Company, Inc., Cement Asbestos Products Co.,
                  Lake Asbestos of Quebec, Ltd., and
                  LAQ Canada, Ltd. all filed for chapter 11
                  protection on April 11, 2005, and their case are
                  pending before Hon. Richard Schmidt.

                  Encycle, Inc. and Encycle/Texas, Inc. both filed
                  for chapter 11 protection on August 26, 2005,
                  and their case are pending before
                  Hon. Richard Schmidt.

                  ASARCO Consulting, Inc. filed for chapter 11
                  protection on September 1, 2005 and its case is
                  pending before Hon. Richard Schmidt.

Chapter 11 Petition Date: October 13, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: C. Luckey McDowell, Esq.
                  Baker Botts, L.L.P.
                  2001 Ross Avenue
                  Dallas, Texas 75201
                  Tel: (214) 953-6500
                  Fax: (214) 953-6503

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
ASARCO Master Inc.            $1 Million to      $1 Million to
                              $10 Million        $10 Million

Bridgeview Management         $50,000 to         $0 to $50,000
Company, Inc.                 $100,000

Asarco Oil and Gas Company,   $500,000 to        $0 to $50,000
Inc.                          $1 Million

Government Gulch Mining       $500,000 to        $0 to $50,000
Company, Limited              $1 Million

ALC, Inc.                     $0 to $50,000      $0 to $50,000

AR Sacaton, LLC               $0 to $50,000      $0 to $50,000

Salero Ranch, Unit III,       $0 to $50,000      $0 to $50,000
Community Association, Inc.

Covington Land Company        $0 to $50,000      $0 to $50,000

AR Mexican Explorations Inc.  $0 to $50,000      $0 to $50,000

American Smelting and         $0 to $50,000      $0 to $50,000
Refining Company

A. ASARCO Master Inc.'s 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty                                 Unknown
Corporation
1200 K Street, Northwest,
Suite 310
Washington, DC 20005-4026

Montana Resources             Contractual                Unknown
P.O. Box 16630
Missoula, MT 59808

Environmental Protection      Environmental claim        Unknown
Agency
Ariel Rios Building
1200 Pennsylvania Avenue,
Northwest
Washington, DC 20460

State of Texas                Environmental claim        Unknown

Indiana Department of         Environmental claim        Unknown
Environmental Management

California Environmental      Environmental claim        Unknown
Protection Agency

Lewis & Clark County          Property Tax               Unknown
Treasurer

James Fullerton &             Pending Litigation         Unknown
Eldora Fullerton

Ruben Gonzales, et al.        Pending Litigation         Unknown

Donald W. Hooker Jr., et al.  Pending Litigation         Unknown

Don Riddle, et al.            Pending Litigation         Unknown

Bob Teegarden &               Pending Litigation         Unknown
Kay Teegarden et al.

John Jurecek, et al.          Pending Litigation         Unknown

Michael H. Holland, et al.    Pending Litigation         Unknown

New Horizons Dairy, LLC       Lease                      Unknown

Scott Johnson                 Lease                      Unknown

Don McCord                    Lease                      Unknown

Keith Brashear                Lease                      Unknown

Rondel McVey                  Lease                      Unknown

B. Bridgeview Management Company, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
PSE&G                         Utilities Agreement         $3,000
P.O. Box 1444
New Brunswick, NJ 08906-4444

AT&T                          Trade                         $850
P.O. Box 2971
Omaha, NE 68103-2971

United Parcel Service         Trade                         $800
P.O. Box 7247-0244
Philadelphia, PA 19170-0001

Verizon                       Trade                         $650

Johnny on the Spot            Trade                         $600

Midco Waste Systems           Trade                         $400

Canon Financial Services      Trade                         $340

Byerson Office Systems        Trade                         $190

Pitney Bowes Credit Corp.     Trade                         $150

Alsafe Ladder                 Tenant                     Unknown

American Warehouse            Tenant                     Unknown

Conley Transport, Inc.        Tenant                     Unknown

Elizabethtown Gas             Trade                      Unknown

JMZ Geology                   Trade                      Unknown

Kepwel Natural Spring Water   Trade                      Unknown

Major Security, Inc.          Trade                      Unknown

Miles Overall Maintenance     Trade                      Unknown

Office Team                   Trade                      Unknown

Pension Benefit Guaranty                                 Unknown
Corporation

Utility Service               Trade                      Unknown
Affiliates (P.A.)

C. Asarco Oil and Gas Company, Inc.'s 6 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Pension Benefit Guaranty Corporattion            Unknown
1200 K Street, Northwest, Suite 310
Washington, DC 20005-4026

Apache Corporation                               Unknown
P.O. Box 840094
Dallas, TX 75284-0094

Howard Energy Co., Inc.                          Unknown
P.O. Box 2410
Traverse City, MI 49685-2410

Burlington Resources Financial                   Unknown
Services, Inc.

Leede Operating Company, LLC                     Unknown

Samson Resources Company                         Unknown

D. Government Gulch Mining Company, Limited's 5 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty                                 Unknown
Corporation
1200 K Street, Northwest,
Suite 310
Washington, DC 20005-4026

The Coeur D'Alene Tribe       Settlement Agreement    $3,000,000
850 A Street
P.O. Box 408
Plummer, ID 83851

State of Idaho Dept.          Lease                      Unknown
of Parks and Recreation
P.O. Box 83720
Boise, ID 83720-0065

Kootenai County Assessor      Property Tax               Unknown

Shoshone County Assessor      Property Tax               Unknown

E. ALC, Inc.'s Largest Unsecured Creditor:

   Entity                                   Claim Amount
   ------                                   ------------
Pension Benefit Guaranty Corporation             Unknown
1200 K Street, Northwest, Suite 310
Washington, DC 20005-4026

F. AR Sacaton, LLC's Largest Unsecured Creditor:

   Entity                                   Claim Amount
   ------                                   ------------
Pension Benefit Guaranty Corporation             Unknown
1200 K Street, Northwest, Suite 310
Washington, DC 20005-4026

G. Salero Ranch, Unit III, Community Association, Inc.'s Largest
   Unsecured Creditor:

   Entity                                   Claim Amount
   ------                                   ------------
Pension Benefit Guaranty Corporation             Unknown
1200 K Street, Northwest, Suite 310
Washington, DC 20005-4026

H. Covington Land Company's Largest Unsecured Creditor:

   Entity                                   Claim Amount
   ------                                   ------------
Pension Benefit Guaranty Corporation             Unknown
1200 K Street, Northwest, Suite 310
Washington, DC 20005-4026

I. AR Mexican Explorations Inc.'s Largest Unsecured Creditor:

   Entity                                   Claim Amount
   ------                                   ------------
Pension Benefit Guaranty Corporation             Unknown
1200 K Street, Northwest, Suite 310
Washington, DC 20005-4026

J. American Smelting and Refining Company's 11 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty                                 Unknown
Corporation
1200 K Street, Northwest,
Suite 310
Washington, DC 20005-4026

Karen G. Kent, et al.         Pending Litigation         Unknown
G. Patterson Keahey, Jr.
One Independence Plaza,
Suite 612
Birmingham, AL 35209

Judy Jenkins, et al.          Pending Litigation         Unknown
Karen E. Cannon
9442 Capital of Texas Highway
North, Suite 400
Austin, TX 78759

E.Spire Communications,       Pending Litigation         Unknown
Inc. et al.

Hilario Salinas, et al.       Pending Litigation         Unknown

Alberto Pacheco, et al.       Pending Litigation         Unknown

Steven Bart Powell, et al.    Pending Litigation         Unknown

Julie Beck, et al.            Pending Litigation         Unknown

Calvin C. Beaver              Pending Litigation         Unknown

Skippy Dean Beasley and       Pending Litigation         Unknown
Linda C. Beasley

Lori B. Esterlund Franklin,   Pending Litigation         Unknown
et al.


ATA AIRLINES: Court Extends Exclusive Period Until November 30  
--------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Judge Lorch of
the U.S. Bankruptcy Court for the Southern District of Indiana
extends the request of Ambassadair Travel Club, Inc., Amber
Travel, Inc., and C8 Airlines, Inc., formerly known as Chicago
Express Airlines, Inc., for:

   (a) an Exclusive Filing Period through and including Nov. 30,
       2005; and

   (b) an Exclusive Solicitation Period through and including  
       January 30, 2006.

As previously reported in the Troubled Company Reporter on Sept.
23, 2005, Judge Lorch granted interim approval to proposed
extensions pending hearing on the matter on Oct. 4, 2005.

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


ATA AIRLINES: Court OKs Cockpit Crewmembers' Tentative Labor Pact
-----------------------------------------------------------------
Judge Lorch of the U.S. Bankruptcy Court for the Southern District
of Indiana approved the compromise and settlement incorporated in
the Sept. 16, 2005, Tentative Agreement between ATA Airlines,
Inc., and the Association of Air Line Pilots, International.

The Court allows ALPA a general unsecured claim against ATA for
$128,850,000.  The Court also authorizes ATA to propose the ALPA
Stock Option Plan and to take other action called for by the
Tentative Agreement.

Judge Lorch notes that the approval of the Settlement and ATA's
implementation of the Tentative Agreement do not constitute ATA
Airlines' assumption of its Collective Bargaining Agreement with
ALPA.  Any assumption of the ALPA CBA will require the filing of a
motion and a Court hearing.

As previously reported in the Troubled Company Reporter on Sept.
20, 2005, ATA Airlines reached a tentative agreement with its
cockpit crewmembers, represented by the Air Line Pilots
Association, for a revised three-year collective bargaining
agreement.  As part of the agreement, the cockpit crewmembers will
receive stock options to purchase common shares of the reorganized
ATA Holdings Corp, in exchange for wage, benefit and work rule
concessions.  The tentative agreement is subject to a ratification
vote of the cockpit crewmembers in the next two weeks.

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)


AVAYA INC: Posts $660 Million Net Income in FY 2005 Fourth Quarter
------------------------------------------------------------------
Avaya Inc. (NYSE: AV) reported income from continuing operations
of $660 million in the fourth fiscal quarter of 2005.

These results reflect a net favorable impact on earnings of
$565 million, which includes a net income tax benefit of
$590 million related to the reversal of a portion of a valuation
allowance for deferred tax assets, a $22 million restructuring
charge for headcount reductions and lease terminations, and
$3 million of in-process research and development costs related to
the company's acquisition of Nimcat Networks.   Excluding these
items, the company would have had income from continuing
operations of $95 million and earnings per diluted share of 20
cents in the fourth fiscal quarter.

In the same quarter last year the company reported income from
continuing operations of $100 million or 21 cents per diluted
share.  Those results reflected a reversal of reserves for sales
returns and allowances, which had a $12 million favorable impact
on operating income.  

Avaya's fourth fiscal quarter 2005 revenues increased to
$1.296 billion, due to acquisitions, compared to revenue of
$1.076 billion in the fourth fiscal quarter of 2004.  The company
noted that fourth fiscal quarter 2004 revenues also included
$14 million related to the reversal of reserves discussed above.

"We ended our fifth year as an independent company with a solid
performance in the fourth quarter," said Don Peterson, chairman
and CEO, Avaya.  "Revenue grew sequentially in all regions,
particularly in the United States.  We maintained our cost and
expense discipline, and as a result, we improved profitability and
increased operating cash flow sequentially.  We've broadened our
portfolio of offers and strengthened our market position."

Avaya said total revenues increased sequentially by 4.9 percent
and U.S. revenues rose 7.1 percent sequentially.  Sales of
products rose 11.5 percent sequentially.  Increases in both direct
and indirect channel sales contributed to the U.S. performance.  
The company's operating income was $82 million on an as-reported
basis and was $107 million, excluding certain items.  Avaya also
generated $148 million in operating cash flow in the quarter.
    
                       Deferred Tax Asset

In accordance with Statement of Financial Accounting Standard No.
109, the Company reversed a portion of its deferred tax asset
valuation allowance.  As a result, the Company received a $590
million net tax benefit from this reversal in the fourth fiscal
quarter of 2005.

The company said it does not expect to pay cash taxes on U.S.
federal taxable income until it has used its approximately
$1 billion of available U.S. federal net operating loss carry
forwards.  As a result of the reversal, however, the company will
begin to reflect a provision for U.S. income tax expense in its
financial statements.

Avaya will continue to make cash tax payments for required
alternative minimum taxes, and certain state, local and
international taxes.
    
                        Share Repurchases

Avaya repurchased six million shares of its common stock during
the fourth fiscal quarter at an average price of $10.08.  In the
two quarters since the company instituted the program it has
repurchased 11.5 million shares of its common stock.
    
                    Fiscal Year 2005 Results

Revenues for fiscal year 2005 were $4.902 billion compared to  
$4.069 billion for fiscal year 2004.  Operating income for fiscal
year 2005 was $298 million compared to $323 million in the
previous fiscal year.  Operating income for fiscal 2005, excluding
certain items, was $333 million compared to $311 million in the
previous fiscal year, excluding certain items.

Avaya earned income from continuing operations of $923 million in
fiscal 2005, compared to income from continuing operations of
$291 million in fiscal 2004.  Excluding certain items, as detailed
in the attached chart, income from continuing operations in 2005
was $286 million compared to $237 million.
    
Avaya, Inc. -- http://www.avaya.com/-- designs, builds and   
manages communications networks for more than one million
businesses worldwide, including more than 90 percent of the
FORTUNE 500(R).  Focused on businesses large to small, Avaya is a
world leader in secure and reliable Internet Protocol telephony
systems and communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Basking Ridge, New Jersey-based Avaya, Inc., to 'BB'
from 'B+'.

"The rating upgrade reflects an improved business profile,
characterized by a better market environment for enterprise
telephony products, greater geographic and product coverage, and a
leaner cost structure, along with a stronger financial profile,
including improved profitability, sharp reductions in funded debt
and an improved liquidity position," said Standard & Poor's credit
analyst Joshua Davis.  S&P says the outlook is revised to stable.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1. Moody's simultaneously withdrew the
ratings of the 11-1/8% senior secured notes that have been
substantially redeemed.  The ratings outlook is positive.

Ratings upgraded include:

   * Senior implied rating to Ba3 from B1

   * Issuer rating to B1 from B2

   * Shelf registration for senior unsecured debt and preferred
     stock to (P)B1 and (P)B3 from (P)B2 and (P)Caa1,
     respectively.

Ratings withdrawn include:

   * Senior secured notes at B1.


BALL CORPORATION: Earns $79.3 Million of Net Income in 3rd Quarter
------------------------------------------------------------------
Ball Corporation [NYSE:BLL] reported third quarter earnings
of $79.3 million on sales of $1.58 billion, compared to
$101.7 million on sales of $1.48 billion in the third quarter
of 2004.

The 2005 third quarter results include net after-tax costs of
$12.5 million connected with debt refinancing costs and the
provision for costs associated with the company's previously
announced program to streamline its beverage can end manufacturing
processes.

The third quarter 2004 results included an after-tax gain of
$4.2 million related primarily to proceeds on asset dispositions
in China being in excess of amounts included in an earlier
business consolidation charge.

For the first nine months of 2005, Ball's results were earnings of
$216.9 million on sales of $4.46 billion.  Through three quarters
of 2004, Ball had earnings of $239.2 million on sales of
$4.18 billion.  The nine-month 2005 results include net after-tax
costs of $18.4 million related to business consolidation and debt
refinancing activities.  The 2004 nine-month results include the
after-tax gain of $4.2 million, or four cents per diluted share,
related to the asset dispositions in China.

R. David Hoover, chairman, president and chief executive officer,
said third quarter results were comparable with the same period in
2004 despite higher costs for a number of items including energy,
freight and the coatings used in the company's metal packaging
operations.  He said the company's continued profit improvement
programs, along with lower interest expense and lower taxes, have
helped mitigate the effects of the higher costs.

"Our operations are doing a good job of attempting to control
those costs they can control and to make provisions for the pass
through of those costs that need to be passed through," Mr. Hoover
said.  "That, along with stronger sales across the board compared
to a year ago and capital spending projects to improve our
businesses, help position us well for the future as we complete
this year and move into 2006."

                             Outlook

"Our third quarter results keep us on track to have second half
2005 results be comparable to our record performance in the second
half of 2004, excluding business consolidation activity and debt
refinancing costs," Mr. Hoover said.  "We feel that doing so would
be a considerable accomplishment in what we have described as a
transition year for Ball Corporation.

"During this transition year we have invested in our best
performing businesses in order to remain competitive in our
industries while delivering the highest quality products to our
customers," Mr. Hoover said.  "Our conversion of 12-ounce beverage
can lines to the production of specialty size cans, the upgrade in
our beverage can end manufacturing capabilities, the new plant in
Belgrade and some strategic expansion of our aerospace
capabilities are prime examples of investments that we expect to
yield returns in 2006 and beyond.

"Those investments, along with added volumes from certain key
customers and potential improvement in the German deposit
situation, should be indicators of improved performance in 2006,"
Mr. Hoover said.

Raymond J. Seabrook, senior vice president and chief financial
officer, said that with the softness in the company's stock price
during the third quarter, the company stepped up its stock
repurchase program.

"We repurchased more than $310 million of our stock through the
third quarter, and we now anticipate our net stock buy-back for
the year to be at least $350 million," Mr. Seabrook said.

"Additionally, our board of directors approved yesterday an
authorization to repurchase up to12 million shares."

Mr. Seabrook said he anticipates a reduction in Ball's interest
expense in 2006 as a result of the refinancing of the company's
senior secured credit facilities and the redemption of senior
notes that were due in 2006.  He also said the repatriation of
approximately $515 million in foreign earnings and capital is
expected to keep the company's effective tax rate at a lower level
for several more years.

Ball Corporation supplies metal and plastic packaging products,
primarily for the beverage and food industries.  The company also
owns Ball Aerospace & Technologies Corp., which develops sensors,
spacecraft, systems and components for government and commercial
markets.  Ball Corporation employs more than 13,500 people and
reported 2004 sales of $5.4 billion.

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Broomfield, Colorado-based Ball Corp.'s proposed
$1.475 billion senior secured credit facilities, based on
preliminary terms and conditions.
     
Standard & Poor's also said that it affirmed its 'BB+' corporate
credit rating on the company.  S&P said the outlook is positive.


BANC OF AMERICA: Fitch Rates $1.64 Million Cert. Classes at Low-B
-----------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2005-10, are rated by Fitch Ratings:

     -- $528,950,129 classes 1-A-1 through 1-A-20, 1-A-R, 30-PO,
        2-A-1, 2-A-2, 15-PO, and X-IO senior certificates 'AAA';

     -- $9,271,000 class B-1 'AA';

     -- $2,999,000 class B-2 'A';

     -- $1,636,000 class B-3 'BBB';

     -- $818,000 class B-4 'BB';

     -- $818,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflects the 3.00%
subordination provided by the 1.70% class B-1, 0.55% class B-2,
0.30% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5, and 0.15% privately offered class B-
6. Classes B-1, B-2, B-3, B-4, and B-5, are rated 'AA', 'A',
'BBB', 'BB', and 'B', respectively, based on their respective
subordination.  Fitch does not rate class B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc., and Fitch's confidence in the integrity of the legal and
financial structure of the transaction.

The transaction is secured by a pool of 30-year and 15-year
mortgage loans and supported by the B-1 through B-6 subordinate
certificates.

The mortgage pool consists of 999 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 360 months.

The aggregate outstanding balance of the pool as of Oct. 1, 2005
is $545,310,644, with an average balance of $545,856 and a
weighted average coupon of 5.801%.  The weighted average original
loan-to-value ratio for the mortgage loans in the pool is
approximately 68.07%.  The weighted average FICO credit score is
747. Second homes comprise 8.16% and there are no investor
occupied properties.  Rate/term and cash-out refinances account
for 24.04% and 25.09% of the loans in the groups, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are California 45.18%, Florida 7.70%,
Virginia 7.03%, and Maryland 5.17%.  All other states represent
less than 5% of the aggregate pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release issued May 1, 2003, entitled 'Fitch Revises
Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three real
estate mortgage investment conduits.  Wells Fargo Bank, N.A. will
act as trustee.


BIOMERICA INC: Posts $63,391 Net Income in Quarter Ended Aug. 31     
----------------------------------------------------------------
Biomerica, Inc., delivered its financial results for the quarter
ended Aug. 31, 2005, to the Securities and Exchange Commission on
Oct. 24, 2005.

Biomerica reported a $63,391 net income on $2,322,144 of net sales
for the three months ended Aug. 31, 2005, in contrast to a $50,145
net loss on $2,184,437 of net sales for the comparable period in
2004.  Of the total consolidated net sales for fiscal 2006,
approximately $1.4 million is attributable to its subsidiary,
Lancer Orthodontics, Inc.

The Company's balance sheet showed $6,018,015 of assets at Aug.
31, 2005, and liabilities totaling $2,151,370.  The Company had
accumulated deficit of $16,451,741 at Aug. 31, 2005.

As of Aug. 31, 2005, the Company had cash and available-for-sale
securities totaling $231,524 and working capital of $2,240,654.  
Cash and working capital totaling $176,933 and $2,007,549,
respectively, relates to Lancer.  These resources are not
available to the Company.

Biomerica has had operating and liquidity concerns due to
recurring net losses and negative cash flows from operations.  The
Company's shareholder's line of credit expired on Sept. 13, 2003,
and was not renewed.  The unpaid principal and interest was
converted into a $313,318 note payable bearing interest at 8% due
Sept. 1, 2004.  The due date has been extended to Sept. 1, 2006,
at the same terms.  Minimum payments of $4,000 per month plus an
additional $3,500 per month, depending on quarterly results of the
Company, are being made.

                   Going Concern Doubt

PKF, CPA's, of San Diego, California, expressed substantial doubt
about Biomerica'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 points to the Company's
continuing losses and significant working capital deficiency.

                      About Biomerica

Biomerica, Inc., -- http://www.biomerica.com/-- is a global  
medical technology company, based in Newport Beach, California.  
The Company's diagnostics division manufactures and markets
advanced diagnostic products used at home, in hospitals and in
physicians' offices for the early detection of medical conditions
and diseases.  Its existing medical device business is conducted
through two companies:

     1) Biomerica, Inc., engaged in the human diagnostic products
        market; and

     2) Lancer Orthodontics, Inc., engaged in the orthodontic    
        products market.  

As of May 31, 2005, Biomerica's direct ownership percentage of
Lancer was 23.41%.  Subsequent to May 31, 2005, Lancer privately
placed some of its common stock, which reduced Biomerica's
ownership to the current 23.41% stake.


BLACKMORE/CANNON: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Blackmore/Cannon Development Company, LLC
        98 South State Street
        LaVerkin, Utah 84745

Bankruptcy Case No.: 05-39748

Chapter 11 Petition Date: October 14, 2005

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Matthew M. Boley, Esq.
                  Troy J. Aramburu, Esq.
                  Snell & Wilmer LLP
                  Gateway Tower West
                  15 West South Temple, Suite 1200
                  Salt Lake City, Utah 84101-1004
                  Tel: (801) 257-1840
                  Fax: (801) 257-1800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Lane Blackmore                                  $168,600
240 South Diagonal
LaVerkin, UT 84745

The Home Company                                $128,913
98 South State
LaVerkin, UT 84745

Dream Home Cabinets                              $14,225
50 South State
LaVerkin, UT 84745

R & L Rentals                                    $12,800

Snow, Jensen & Reece                             $10,000


BOWNE & CO: Incurs $3.8 Million Net Loss in Third Quarter
---------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE), reported a 2005 third quarter loss
from continuing operations of $3.8 million compared to a loss of
$5.3 million for the third quarter of 2004.

Revenue was $159.4 million in the 2005 third quarter, compared to
$138.4 million in the comparable quarter of 2004.  Financial Print
revenue for the third quarter of 2005 increased $22.3 million, or
17% over the third quarter of 2004, primarily as a result of
increased compliance reporting and mutual fund services.  The 2005
and 2004 results from continuing operations exclude Bowne Global
Solutions (BGS), which was sold to Lionbridge Technologies, Inc.
in September 2005.

For the nine months ended September 30, 2005, income from
continuing operations was $8.2 million versus $7.6 million for
the same period last year.  Revenue for the nine months ended
September 30, 2005, was $532.6 million, up 2.3%, from
$520.7 million in 2004, principally the result of a 13.7% increase
in compliance reporting and mutual fund revenue, which was
partially offset by a decrease in transactional financial print
and Litigation Solutions revenue.

Excluding restructuring, integration and asset impairment charges
and the gain on the sale of a building, pro forma loss per share
from continuing operations was $0.04 and $0.13 in the third
quarter of 2005 and 2004, respectively.  Pro forma diluted
earnings per share from continuing operations was $0.36 and $0.29
for 2005 and 2004 year-to-date, respectively.

Philip E. Kucera, Chairman and Chief Executive Officer, said,
"With the successful sale of our globalization business completed,
we are executing our strategy to strengthen and grow our core
business.  We are investing in client-facing facilities and
technology to ensure we remain the leading financial printer;
however, we remain diligent with our resources."

The Company is implementing $10 million in annualized cost savings
-- primarily the result of a reduction in workforce.  The Company
estimates that related restructuring expenses from these cost
reductions will result in a fourth quarter pre-tax charge of
$4 million.

David J. Shea, President and Chief Operating Officer, added, "Our
recent shift to a regional approach, which gives local management
the resources and responsibility to deliver the best service to
our clients, enables us to take the actions that we announced
today while remaining certain our clients will continue to receive
the best service in the industry.  Our non-transactional revenue,
particularly mutual fund and compliance reporting, continues to
grow, and we see these as opportunities for continued growth."

                         Financial Print

For the third quarter, Financial Print reported revenue of
$152.3 million, compared to $130.0 million for the same period
last year.  Segment profit for the quarter increased $3.1 million
and as a percentage of revenue was 6.3%, compared to 4.9% for the
same period in 2004.

Year-to-date Financial Print revenue was $509.9 million compared
to $494 million.  Mutual fund and compliance revenue, increased
14% over 2004, offset by a 13% decrease in transactional revenue,
which mirrors the decrease in transactional activity year-to-date.

Year-to-date 2005 segment profit decreased $3.0 million, and as a
percentage of revenue, was 11.6%, compared to 12.6% for the same
period in 2004.

                      Litigation Solutions

Litigation Solutions' third quarter and year-to-date revenue
decreased $1.3 million and $4.0 million from last year.  However,
segment profit increased $0.7 million as compared to the third
quarter of 2004 and $1.2 million year-over-year.  The increase in
segment profit is attributable to an overall reduction in
expenses, and increased marketing expenses in 2004.  During the
third quarter of 2005, the Company recorded a pre-tax impairment
charge of $2.1 million related to its document scanning and coding
business.

                     Discontinued Operations

The 2005 and 2004 results from discontinued operations include
Bowne Global Solutions; 2004 results from discontinued operations
also include Bowne Business Solutions.  Including discontinued
operations, net income for the 2005 third quarter and year-to-date
was $4.5 million and $12.5 million, compared to a loss of
$6.5 million and earnings of $7.7 million in the respective 2004
periods.

Days sales outstanding increased three days at September 30, 2005,
from 72 days at September 30, 2004.  Net cash used in operations
for the period ended September 30, 2005, was $10.4 million versus
net cash provided by operations of $5 million in 2004.  Financial
Print work-in-process inventory was $20.9 million at Sept.30,
2005, compared to $15.5 million at September 30, 2004.

Founded in 1775, Bowne & Co., Inc. -- http://www.bowne.com/-- is   
a global leader in providing high-value solutions that empower its
clients' communications.  Bowne & Co. combines its capabilities
with superior customer service, new technologies, confidentiality
and integrity to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language,
anywhere in the world.

                         *     *     *

Bowne & Co.'s 5% convertible subordinated notes due Oct. 1, 2033,
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


BOYDS COLLECTION: U.S. Trustee Appoints 5-Member Creditors Panel
----------------------------------------------------------------          
The United States Trustee for Region 4 appointed five creditors
to serve on the Official Committee of Unsecured Creditors in The
Boyds Collection, Ltd., and its debtor-affiliates' chapter 11
cases:

      1. The Bank of New York
         Attn: Stuart Kratter
         101 Barclay Street - 8W
         New York, NY 10286
         Phone: 212-815-5466, Fax: 212-815-5131

      2. Receivables Management Services, as agent for UPS
         Attn: Steven D. Sass and Kelli Bohuslav-Kail
         307 International Circle, Suite 270
         Hunt Valley, MD 21030
         Phone: 410-773-4040, 410-773-4033

      3. The Capital Group
         Attn: Jonathan Deeringer
         11100 Santa Monica Blvd., 15th Floor
         Los Angeles, CA 90025
         Phone: 310-996-6366, Fax: 310-996-6393

      4. Dynamic Print Group
         Attn: Steve McGrath
         1233 Midway Rd.
         Menasha, WI 54952
         Phone: 920-725-4365, Fax: 920-725-4369

      5. Taiwan Merchant
         Attn: Vincent Chang
         8th Floor, Surson Commercial Building
         140-42 Austin Road
         Tsim Sha Tsui
         Kowloo, Hong Kong
         Phone: 86-755-2738-2666 xA01
         Fax: 86-755-2733-0521

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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.


BRODER BROS: Moody's Affirms $225 Million Sr. Notes' Ratings at B3
------------------------------------------------------------------
Moody's Investors Service revised Broder Bros., Co.'s rating
outlook to negative from stable.  The B1 corporate family rating
and the B3 senior unsecured rating were affirmed.

The negative outlook primarily reflects the company's failure thus
far to meet expectations for deleveraging and improving
profitability.  Broder continues to have weak credit metrics for
its rating category due in part to supply challenges that have
adversely impacted the operating margin.  The outlook also
reflects the new uncertainties and transition risk represented by
the simultaneous resignations of Vince Tyra, CEO and Mark
Barrocas, President.  

Broder's management has stressed that the departures were
independent and unrelated to any balance sheet or performance
issues.  Thomas Myers, currently at Bain Capital, the private
equity sponsor, will fill in as interim CEO while a search is
conducted for a permanent replacement.

Before news of the management turnover, the ratings had been
constrained by:

   * Broder's cost margins;

   * the ongoing concern that price deflation may weaken projected
     sales; and

   * the company's high leverage, low interest coverage, and
     relatively low cash flow coverage metrics.

The ratings recognize Broder's leading position in its market and
attendant benefits, including diversification of its customer base
and multiple suppliers for the imprintable blanks it distributes.
In April, 2005 Broder opened a distribution facility in Seattle
and continues to assess opportunities for organic growth.  The new
facilities provide Broder with 1-day shipping capability for
almost the entire continental United States.  Ratings also
recognize the growth potential of Broder's high margin private
label business.

The negative outlook reflects the fact that Broder has performed
below expectations and that meaningful improvements in
profitability, leverage, and interest coverage have been elusive.
On an "as reported" basis, Moody's projects that the company will
complete the current fiscal year with an EBIT margin of 4%,
EBIT/interest of 1.1x, and Debt/EBITDA of 5.3x.

Furthermore the investment in inventory required by the growth of
the private label business is expected to cause cash from
operations (less capex) to fall to negative $54 million.  Free
cash flow is expected to turn positive in 2006 as the company
moderates growth spending and increases turn on private label
inventory.

The ratings could be downgraded if Moody's concludes that Broder's
profitability, coverage, or leverage are unlikely to improve in
the near term.  An upgrade is unlikely in the near future, but the
outlook may be changed to stable if Moody's believes that the
company can achieve the following targets and maintain positive
momentum in the near term: Debt/EBITDA below 5.0x, EBIT/interest
coverage improvement to at least 1.2x, operating margins in excess
of 4.2%, and minimal disruption from the change of management.

Through the first half of the fiscal year, Broder's suppliers
experienced product shortfalls.  This resulted in lost sales for
Broder and profitability that fell short of expectations.  As a
result LTM June 30,2005 (as reported) EBIT margin was a weaker
than expected 3.3%.  Leverage has grown to support a rise in
private label inventory and an expansion in operations.

Considering the recent disclosure by Russell Corporation, a key
supplier to Broder, that its business was disrupted by Hurricane
Katrina, it is possible that Broder's supply challenges will
continue over the near term, delaying the opportunity to deliver.

The ratings recognize the contractual subordination of the
guaranteed senior unsecured notes to the $225 million senior
secured revolving credit facility.  The revolver was increased by
$50 million early September to ensure adequate liquidity as the
scale of the company's business increases.

These ratings are affirmed:

   * $50 million add-on 11 1/4 % guaranteed senior notes due
     in 2010 at B3

   * $175 million 11 1/4 % guaranteed senior notes due in 2010
     at B3

   * Corporate family rating at B1

The outlook is negative.

Broder Bros. Co., based in Trevose, Pennsylvania is the leading
distributor of imprintable sportswear and accessories in the U.S.
In 2004, Broder reported revenues of approximately $877 million
and operating profits of approximately $27 million.


BREUNERS HOME: Trustee Taps Cross & Simon as Conflicts Counsel
--------------------------------------------------------------
Montague S. Claybrook, the chapter 11 trustee of Breuners Home
Furnishings Corp. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Cross & Simon, LLC as his special conflicts counsel, nunc
pro tunc to Oct. 13, 2005.

Cross & Simon will assist in prosecuting adversary proceedings and
other matters or proceedings in which Fox Rothschild LLP, the
Debtors' Delaware counsel, may have an actual or potential
conflict during the pendency of these cases.  Fox Rothschild
possesses potential conflicts with some defendants in causes of
action to be brought on behalf of the chapter 7 estates pursuant
to section 547 of the Bankruptcy Code.

The chapter 7 trustee and his retained professionals will work
closely with Cross & Simon to ensure that there is no unnecessary
duplication of services performed or charged to the Debtors'
estates.

The Firm's professionals currently bill at these hourly rates:

          Designation                 Hourly Rate
          -----------                 -----------
          Partners                       $320
          Associates                  $250 - $290
          Paraprofessionals              $120

Erica N. Finnegan, Esq., of Cross & Simon, assures the Court that
the firm is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code.

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the   
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Great American Group, Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought
on board within the first 30 days of the bankruptcy filing to
conduct Going-Out-of-Business sales at the furniture retailer's 47
stores.  The Court converted the case to a Chapter 7 proceeding on
Feb. 8, 2005.  Montague S. Claybrook serves as the Chapter 7
Trustee.  Mr. Claybrook is represented by Michael G. Menkowitz,
Esq., at Fox Rothschild LLP.  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


CD BROWN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Debtor: CD Brown LLC
        2230 Southeast Bloomfield Road
        Shelton, Washington 98584

Bankruptcy Case No.: 05-52358

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: Brian L. Budsberg, Esq.
                  Owens Davies, P.S.
                  P.O. Box 187
                  Olympia, Washington 98502
                  Tel: (360) 943-8320
                  Fax: (360) 943-6150

Total Assets: $1,490,000

Total Debts:  $1,236,000

Debtor's Largest Unsecured Creditor:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Thurston County Treasurer       Property taxes           $36,000
2000 Lakeridge Drive Southwest
Olympia, WA 98502


CENTEX HOME: Moody's Rates Class B-3 Sub. Certificate at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Centex Home Equity Loan Trust 2005-D and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by Centex Home Equity Company
originated adjustable-rate (75%) and fixed-rate (25%) subprime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, and excess spread.  Moody's expects
collateral losses to range from 5.10% to 5.60%.

Centex Home Equity Company, LLC, a wholly-owned subsidiary of
Centex Financial Services, Inc., which is a financial services
subsidiary of publicly traded Centex Corporation will be the
servicer for the transaction.

The complete rating actions are:

Issuer: Centex Home Equity Loan Trust 2005-D

  Certificates: Centex Home Equity Loan Asset-Backed Certificates,
                Series 2005-D

   * Class AF-1, Rated Aaa
   * Class AF-2, Rated Aaa
   * Class AF-3, Rated Aaa
   * Class AF-4, Rated Aaa
   * Class AF-5, Rated Aaa
   * Class AF-6, Rated Aaa
   * Class AV-1, Rated Aaa
   * Class AV-2, Rated Aaa
   * Class M-1, Rated Aa1
   * Class M-2, Rated Aa2
   * Class M-3, Rated Aa3
   * Class M-4, Rated A1
   * Class M-5, Rated A2
   * Class M-6, Rated A3
   * Class M-7, Rated Baa1
   * Class B-1, Rated Baa2
   * Class B-2, Rated Baa3
   * Class B-3, Rated Ba1


CERADYNE INC: Earns $13.3 Million of Net Income in Third Quarter
----------------------------------------------------------------
Ceradyne, Inc. (Nasdaq:CRDN), reported financial results for the
third quarter and nine months ended September 30, 2005, including
record sales and record net income.

Sales for the third quarter 2005 rose to a record $94.4 million
from $56.3 million in third quarter 2004.  Net income for the
third quarter 2005 increased to a record $13.3 million compared to
net income of $7.3 million in the third quarter of 2004.  Fully
diluted average shares outstanding for the third quarter were
25.1 million compared to 24.7 million in the same period in 2004.  
Operations of ESK Ceramics have been consolidated since
September 1, 2004, and contributed $26.2 million to third quarter
2005 sales compared to $8.7 million in third quarter 2004 sales.

Gross profit margin improved to a record 36.9% of net sales in the
third quarter of 2005 from 31.9% of net sales in the third quarter
of 2004.  During the third quarter of 2004, in connection with the
acquisition of ESK Ceramics, the Company incurred expenses
relating to the step up of ESK's inventory and backlog.  These
charges reduced gross profit margin for the third quarter of 2004
from 33.4% of net sales to 31.9%.

The provision for income taxes was 35.2% in the third quarter
2005, compared to 38.7% in the third quarter 2004.

Sales for the nine months ended September 30, 2005, reached a
record $254.1 million, up from $132.2 million in the comparable
period last year.  Net income for the first nine months of 2005
increased to a record $30.7 million on 25 million shares, from
$18.8 million on 24.5 million shares, for the nine-month period in
2004.

New bookings for the third quarter of 2005 were $67.8 million,
compared to $63.9 million for the same period last year.  For the
first nine months of 2005, new bookings increased to a record
$242.8 million, compared to $131.7 million for the comparable
period last year.

Total backlog as of September 30, 2005, amounted to $189.6 million
compared to total backlog at September 30, 2004, of
$122.1 million.

Joel Moskowitz, Ceradyne president and chief executive officer,
commented: "Our record setting results for third quarter 2005 were
primarily due to ceramic body armor production at an elevated rate
and at high quality levels, which are directly attributable to our
having increased manufacturing capacity at our Lexington,
Kentucky, and California plants.  We are anticipating that these
factors, plus achieving record shipping rates, will result in
higher order rates, as our customers gain greater comfort in our
manufacturing and delivery capabilities.  Further strengthening
our position is the fact that our August 2004 acquisition of ESK
insures a continuing high-volume, high-quality source of the boron
carbide starting powders we use to manufacture body armor.

"Although our lightweight ceramic body armor business is clearly
the current driver of sales and earnings growth reported today, we
remain focused on our industrial technology and product base as
well," Mr. Moskowitz stated.  "Diversification was a prime
motivation for acquiring ESK, and that purchase represents a major
commitment and step forward toward diversifying the Company's
intermediate and longer-term growth.  As part of this strategy, we
are now in the process of coordinating research and development
efforts in the U.S. and Germany under a newly created position of
Chief Technology Officer," added Mr. Moskowitz.  "In addition to
our defense related efforts, R&D will focus primarily on
industrial and energy related applications where the ability to
perform in high temperature environments-while exhibiting
excellent resistance to corrosion and erosion-are mandated."

Ceradyne Inc. -- http://www.ceradyne.com/-- develops,  
manufactures and markets advanced technical ceramic products and
components for defense, industrial, automotive/diesel and
commercial applications.

                         *     *     *

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to advanced technical ceramics manufacturer,
Ceradyne Inc.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and recovery rating of '3' to the
company's proposed $160 million senior secured bank facility.  The
outlook is stable.


CHEMED CORPORATION: Reports Financial Results for Third Quarter
---------------------------------------------------------------
Chemed Corporation (NYSE:CHE), which operates VITAS Healthcare
Corporation, provider of end-of-life care, and Roto-Rooter, a
commercial and residential plumbing and drain cleaning services
provider, reported financial results for its third quarter ended
September 30, 2005, versus the comparable prior-year period, as
follows:

Consolidated Operating Results from Continuing Operations:

   * Consolidated Revenue increased 16% to $233 million; and

   * Diluted EPS from Continuing Operations of $.55, including
     $.06 favorable tax adjustments and other items;

VITAS generated record operating results:

   * Quarterly Net Patient Revenue of $160 million, up 19%;

   * Average Daily Census of 10,259, up 15%;

   * Net income of $11.6 million, up 34% over 2004 Pro Forma Net
     Income; and

   * Adjusted EBITDA of $21.1 million, an increase of 26%;

Roto-Rooter segment reported increased Revenue, Net Income and
Adjusted EBITDA:

   * Revenue of $73 million, an increase of 9%;
   * Net income of $7.1 million, an increase of 16%; and
   * Adjusted EBITDA of $11.6 million, an increase of 20%.

"VITAS continues to generate excellent census and admissions
growth, with third-quarter ADC totaling 10,259, up 15%, and
admissions in the quarter of 12,375, an increase of 10% over the
prior-year quarter.  Net income for VITAS in the quarter was
$11.6 million, an increase of 34% when compared to the prior-year
pro forma net income.

Adjusted EBITDA margin increased to 13.1%," stated Kevin McNamara,
Chemed president and chief executive officer.

"Roto-Rooter also reported solid financial operating results. For
the third quarter of 2005, Roto-Rooter had revenue of $73 million,
an increase of 9%.  Adjusted EBITDA was $11.6 million at a
margin of 15.9%, resulting in net income for the quarter of
$7.1 million."

                        Guidance for 2005

"Going into the fourth quarter of 2005," Mr. Williams stated, "we
anticipate VITAS to continue its expansion of operating margins
through the leveraging of central support costs.  Roto-Rooter is
estimated to generate a 5% to 6% increase in revenue with margins
that approximate 50 basis points above those generated in 2004.   
Our go-forward effective consolidated tax rate should approximate
39.2%.

"Based upon these factors and a current diluted share count of
26.4 million, our expectation is that full-year 2005 earnings per
diluted share from continuing operations, excluding the early
extinguishment of debt and other charges or credits not indicative
of ongoing operations, will be in the range of $1.87 to $1.90."

Chemed operates in the residential and commercial plumbing and  
drain cleaning industry under the brand name Roto-Rooter.  Roto-
Rooter provides plumbing and drain service through company-owned  
branches, independent contractors and franchisees in the United  
States and Canada.  Roto-Rooter also has licensed master  
franchisees in China/Hong Kong, Indonesia, Singapore, Japan,  
Mexico, the Philippines and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service assigned a Ba2 senior implied rating to
Chemed Corporation's proposed credit facilities, and a Ba3 rating
to the Company's existing senior notes.  Moody's also assigned an
SGL-1 liquidity rating to the Company.  The ratings outlook is
stable. This is the first time Moody's has assigned ratings to
Chemed Corp.

The ratings assigned:

   * $140 Million Senior Secured Revolver maturing 2010 -- Ba2
   * $85 Million Senior Secured Bank Debt maturing 2010 -- Ba2
   * $150 Million 8.75% Senior Notes due 2011 -- Ba3
   * Senior Implied -- Ba2
   * Senior Unsecured Issuer Rating -- Ba3
   * SGL -- 1
   * Outlook -- Stable

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Standard & Poor's Ratings Services raised its ratings on
Cincinnati, Ohio-based hospice, plumbing, and drain cleaning
services provider Chemed Corporation.  The corporate credit rating
was raised to 'BB-' from 'B+', the senior secured debt rating to
'BB' from 'B+', and the senior unsecured debt rating to 'B' from
'B-'.  At the same time, Standard & Poor's assigned a 'BB' rating
and a recovery rating of '1' to Chemed's new senior secured credit
facilities.  These consist of an $85 million senior secured term
loan and a $140 million revolving credit facility, both due in
2010.

Standard & Poor's also revised its outlook on Chemed to stable
from negative.


CHEVY CHASE: Moody's Assigns Class B-5 Certificate's Rating to B2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings ranging from Aaa to B2
for certain classes of investor certificates of the Chevy Chase
Funding LLC, Mortgage-Backed Certificates, Series 2005-B
residential mortgage securitization.  Moody's analyst, Kruti Muni,
said the ratings are based on the credit quality of the underlying
loans, mortgage insurance for the loans and the credit support
provided through subordination of the subordinate certificates.
The ratings are also based on the transaction's cash flow and
legal structure and on the servicing ability of Chevy Chase Bank,
F.S.B.
  
The complete rating action is:
  
Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
        Series 2005-B
  
    Class Rating:
  
       * Class A-1 Aaa
       * Class A-1I Aaa
       * Class A-2 Aaa
       * Class A-2I Aaa
       * Class A-NA Aaa
       * Class IO Aaa
       * Class NIO Aaa
       * Class B-1 Aa2
       * Class B-1I Aa2
       * Class B-1NA Aa2
       * Class B-2 A2
       * Class B-2I A2
       * Class B-2NA A2
       * Class B-3 Baa2
       * Class B-4 Ba2
       * Class B-5 B2
    
The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


CITICORP MORTGAGE: Fitch Rates $1.41 Mil Cert. Classes at Low-B
---------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2005-7 are rated by Fitch:

     -- $458,460,886 classes IA-1 through IA-8, IIA-1, IIIA-1 and
        A-PO senior certificates 'AAA';

     -- $7,064,000 class B-1 'AA';

     -- $2,119,000 class B-2 'A';

     -- $1,178,000 class B-3 'BBB';

     -- $941,000 class B-4 'BB';

     -- $471,000 class B-5 'B'.

Fitch does not rate the $707,328 class B-6.

The 'AAA' rating on the senior certificates reflects the 2.65%
subordination provided by the 1.50% class B-1, the 0.45% class B-
2, the 0.25% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.15% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities as
primary servicer.

The mortgage loans have been divided into three pools of mortgage
loans.  Pool I, with an unpaid aggregate principal balance of
$356,092,038, consists of 649 recently originated, 23-30-year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California and New
York.  The weighted average current loan to value ratio of the
mortgage loans is 67.14%.  Condo properties account for 6.76% of
the total pool and co-ops account for 4.66%. Cash-out refinance
loans and investor properties represent 27.06% and 0.06% of the
pool, respectively.  The average balance of the mortgage loans in
the pool is approximately $548,678.  The weighted average coupon
of the loans is 5.885% and the weighted average remaining term is
358 months.

Pool II, with an unpaid aggregate principal balance of
$62,293,271, consists of 111 recently originated, 12-15-year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California and New
York.  The weighted average CLTV of the mortgage loans is 58.54%.  
Condo properties account for 6.13% of the total pool and co-ops
account for 1.97%.  Cash-out refinance loans represent 31.8% and
there are no investor properties.  The average balance of the
mortgage loans in the pool is approximately $561,201.  The
weighted average coupon of the loans is 5.448% and the weighted
average remaining term is 178 months.

Pool III, with an unpaid aggregate principal balance of
$52,555,905, consists of 95 recently originated, 30-year fixed-
rate relocation mortgage loans secured by one- to four-family
residential properties located primarily in California,
Connecticut, and New York.  The weighted average CLTV of the
mortgage loans is 73.09%.  Condo properties account for 9.75% of
the total pool.  There are no co-op, cash-out refinance loans or
investor properties.  The average balance of the mortgage loans in
the pool is approximately $553,220. The weighted average coupon of
the loans is 5.466% and the weighted average remaining term is 358
months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CLARK - LANGLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clark - Langley, Inc.
        P.O. Box 8286
        Rocky Mount, North Carolina 27804

Bankruptcy Case No.: 05-09668

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Stephen L. Beaman, Esq.
                  Stephen L. Beaman, P.A.
                  P.O. Box 1907
                  Wilson, North Carolina 27894
                  Tel: (252) 237-9020
                  Fax: (252) 243-5174

Total Assets: $752,600

Total Debts:  $2,685,681

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
First South Bank                 All inventory,         $405,000
PO Box 729                       accounts, &
Mount Olive, NC 28365            equipment; 1999
                                 Chev Truck; 2000
                                 GMC Denali
                                 Value of security:
                                 $43,500

Park East Sales, LLC                                    $232,838
303 Highway 70 Bypass
Durham, NC 27703

Carolina Precast Concrete, Inc.                         $132,045
P.O. Box 1061
Dunn, NC 28335

Wake Stone Corporation                                  $130,898

Volvo Commercial Finance         2002 Volvo EC          $114,809
                                 330BLC Excavator

Hanson Aggregates Southeast,                             $45,000
Inc.

East Coast Drilling, Inc.                                $41,188

Neff Rental, Inc.                                        $33,477

M.L. Morgan Ent. Inc.                                    $33,096

Zenith Insurance Co.                                     $29,927

John Turner                                              $29,784

NES Rentals                                              $28,416

ASC Construction Equipment                               $22,970

Rental Service Corporation                               $21,626

Mitchell Distributing Company                            $21,043

Trojan Labor                                             $16,115

Frederic E. Toms & Associates,                           $14,739
PLLC

Edgecombe County Landfill                                $14,337

R. W. Moore Equipment Co, Inc.                           $10,584

R.W. Moore Equipment Co., Inc.                           $10,584


CNH GLOBAL: Earns $27 Million of Net Income in Third Quarter
------------------------------------------------------------
CNH Global N.V. (NYSE: CNH) reported third quarter 2005 net income
of $27 million, compared to third quarter 2004 net income of
$25 million.  Results include restructuring charges, net of tax,
of $16 million in the third quarter of 2005, and $9 million during
the same period last year.  Third quarter diluted earnings per
share of $.12, were up $.01 compared with the third quarter of
2004.  

During the third quarter Harold Boyanovsky was confirmed as the
company's President and Chief Executive Officer, a position he had
held on an interim basis since February.  Subsequently, the
company announced its reorganization to global brand businesses,
in order to invigorate its Case IH and New Holland agricultural
brands and its Case and New Holland construction equipment brands,
whose heritages and loyal dealer networks are its most powerful
assets.

"For the past several years and again this quarter we have
steadily improved our financial results" said Mr. Boyanovsky.  "We
must strengthen our position and accelerate growth in sales,
margins and earnings.  Driven by customer expectations for
quality, service and responsiveness, global brand businesses are
key for our transformation.  We expect the achievement of our
growth plans will follow."

Other highlights from the quarter included:

    -- Compared with last year's third quarter, increased pricing
       offset higher material costs and other cost increases,
       particularly in North America and Western Europe.  Steel
       costs, especially for construction equipment, increased
       more than anticipated, and are currently not moderating as
       expected.

    -- Component shortages have improved since the second quarter
       but shipment delays continued for some products.

    -- During the third quarter, the company launched several new
       models of agricultural tractors and hay & forage equipment,
       including its first products powered by Tier 3-compliant
       engines.  Tier 3 product launches will continue through
       2006.  Construction equipment launches of Tier 3-compliant
       products will begin in the fourth quarter.

    -- In North America, during the quarter, the Case IH ASM
       planter and the New Holland Speedrower (TM) self propelled
       windrower both received "AE50" awards recognizing these
       products as among the top 50 innovative new products
       introduced in 2004, from the American Society of
       Agricultural and Biological Engineers.

    -- During the third quarter, CNH Capital completed its second
       retail asset backed securitization transaction of the year
       in the U.S. totaling $1.15 billion.

                 Year-to-Date Financial Results

CNH's net income for the first nine months of 2005 improved by 58%
to $156 million, compared to $99 million for the first nine months
of 2004.  Results include restructuring charges, net of tax,
of $24 million in the first nine months of 2005 compared to
$46 million in the same period of 2004.  Diluted earnings per
share were $.67, compared to $.42 in 2004.  Before restructuring,
year-to-date diluted earnings per share increased by 24% to $.77
compared with $.62 for the same period last year.

                        Outlook For 2005

CNH expects that its net sales of equipment for the full year 2005
will increase by up to 5%.  Margin improvements at Equipment
Operations and higher profitability at Financial Services and the
company's joint ventures are expected to more than offset the
impact of selected investments being done to better support CNH's
dealers, improve product quality, enhance global sourcing
initiatives, and strengthen European logistics operations, thus
leading to an improvement of approximately 35% in Equipment
Operations profit before taxes, minority interest and
restructuring costs.  The full benefit of these expected
improvements will be partially offset by an increase in our
effective tax rate when compared to 2004.  As a result, we
anticipate net income before restructuring, net of tax, compared
with the full year of 2004 will improve by approximately 15%.

In addition, net of tax, restructuring costs for the full year are
expected to be approximately $65 million.  The company expects
Equipment Operations to generate approximately $250 million of
cash flow during the year, after its third-quarter contribution to
its U.S. defined benefit pension plan of $120 million.  CNH
expects to use that cash to further reduce Equipment Operations
net debt, as compared with year-end 2004 levels.

Based on data through the first nine months of 2005, including the
Company's on-going contributions to plan assets, asset returns
less than our assumptions and the current discount rate
environment, CNH expects an increase in its minimum pension
liability of about $100 million at year-end 2005.  This would
result in a non-cash charge to shareholders' equity of about
$65 million, net of tax.

CNH -- http://www.cnh.com/-- is the power behind leading        
agricultural and construction equipment brands of the Case and New    
Holland brand families. Supported by more than 12,000 dealers in    
more than 160 countries, CNH brings together the knowledge and    
heritage of its brands with the strength and resources of its    
worldwide commercial, industrial, product support and finance    
organizations.         

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2004,    
Standard & Poor's Ratings Services revised its outlook on CNH    
Global N.V, to negative from stable, following that same outlook    
action taken by Standard & Poor's on parent company, Italy-based    
Fiat SpA (BB-/Negative/B).   At the same time, Standard & Poor's    
affirmed its 'BB-' corporate credit rating on CNH.


COLORADO HOUSING: S&P Shaves $2.51 Mil. Revenue Bond Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Colorado
Springs Housing Authority, Colorado's $2.51 million mortgage
revenue refunding bonds, series 1998, to 'B' from 'BBB+'.  The
downgrade reflects the rapid decline in debt service coverage to
0.89x maximum annual debt service for the fiscal year ended 2004
from 1.16x in 2003.

"The stable outlook reflects the property's ability to continue to
perform at this rating level," said Standard & Poor's credit
analyst Renee Berson.  She added: "It is unlikely that the
financial performance of the project will change in the near
future.  The likelihood of rental increases is remote, due to
rents being above fair market rent.  The expenses are not
expected to decline, limiting the ability of the debt service
coverage to increase."

The bonds are secured by Section 8 subsidized mortgage loan, which
is conterminous with the bond maturity in 2019.
   
The rating change reflects: rapid decline in debt service coverage
ratio to below 1.0x MADS in fiscal 2004; contract rent above the
fair market rent, making the project susceptible to rent freezes;
no rental increase since 1995; increasing annual expenses; and
high loan to value ratio of 112.72%.

Offsetting factors are: occupancy at the property is strong and in
line with other Section 8 properties; and the Debt Service Reserve
Fund is fully funded at 12 months MADS.

The latest audited financial statements for the fiscal year ended
Dec. 31, 2004, indicate that the performance of the property
declined sharply with debt service coverage of 0.89x MADS, down
from 1.16x MADS for the fiscal year ended Dec. 31, 2003, due to
the 23% fall in net income.  The fall in net income was due to a
marginal decline in gross revenue accompanied by a sharp increase
of 13% in annual expense.

However, the year-to-date statements as of Aug. 31, 2005 show a
slight improvement in the performance with the annualized debt
service coverage ratio at 0.93x.

Average rental income for the project for fiscal 2004 declined to
$593 per unit per month from $597 in fiscal 2003.  The project has
not received any rental increases since 1995.  An appeal for
rental increase was made in 2005, which is yet pending.

The rents at the property are currently at 104% above FMR.
Projects with rent above HUD's fair market rent is highly
susceptible to rent freeze.


COLUMBUS MCKINNON: Proposed Equity Deal Cues S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on Columbus McKinnon Corp. on CreditWatch
with positive implications, citing the company's announcement that
it has filed a registration statement for a public equity offering
of 3.4 million shares.

The Amherst, New York-based material-handling company Columbus
McKinnon had approximately $280 million in debt on the balance
sheet at Oct. 2, 2005.

"The CreditWatch listing reflects the financial profile
improvement that would likely occur if the company's anticipated
public equity offering is consummated and if a significant portion
of the proceeds are applied to the permanent reduction of debt,"
said Standard & Poor's credit analyst Natalia Bruslanova.

The company intends to use the proceeds to redeem a portion of its
outstanding 10% senior secured notes.  Proceeds will also go
toward general corporate uses to advance the company's global
growth, toward investments in new products, and toward bolt-on
acquisitions.  If a significant portion of the proceeds are used
for permanent debt reduction, the company's credit protection
measures should meaningfully improve and could support a higher
rating.

Still, the ratings will continue to recognize the company's
presence in the cyclical material-handling industry, its leveraged
financial profile, and the possibility that it will make
strategic, bolt-on acquisitions.

Columbus McKinnon has leading positions in several niche markets:
It holds either the No. 1 or No. 2 position in the        
material-handling, lifting, and positioning-products industries,
and 73% of sales come from markets where it is the leading
supplier.


COMBUSTION ENG'G: Inks Settlement Pact with Two Insurers
--------------------------------------------------------
Combustion Engineering, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for authority to enter into a settlement
agreement with First State Insurance Company and Hartford Accident
and Indemnity Company and the sale of insurance policies free and
clear of liens, claims, interests and other encumbrances.

The Debtor is a defendant in numerous asbestos-related personal
injury lawsuits pending in various parts of the United States.  
Approximately 450,000 asbestos-related claims have been filed
against Combustion.  Prior to mid-1990's, approximately two-thirds
of asbestos payments made by the Debtor were reimbursed by
insurance.  Since then, insurance available to cover the payment
of asbestos claims has deteriorated dramatically, with Combustion
exhausting its primary insurance coverage or settling with its
primary carriers, and its excess insurers disputing liability.

First State Insurance Company and Hartford Accident and Indemnity
Company are two of the insurance companies that extended insurance
coverage to Combustion between 1940 and 1985.

On July 10, 2003, the Debtor's Plan of Reorganization was
confirmed.  The insurers appealed the confirmation order to the
United States Court of Appeals for the Third Circuit.  On Dec. 2,
2004, the Third Circuit vacated the Confirmation Order and
remanded the Debtor's case.

On Oct. 24, 2003, Combustion sued its insurers in the Delaware
Bankruptcy Court [Adv. Proc. No. 03-57275] seeking, among other
relief, coverage from First State for asbestos-related bodily
injury claims.

                   Terms of the Settlement Pact

To resolve the long-standing case, the Debtor and Hartford and
First State agreed to an amicable settlement.

Pursuant to the Debtor's modified disclosure statement filed last
month, Hartford and First State have been designated as Settling
Asbestos Insurance Companies.  

Other terms of the agreement include:

   a) Hartford and First State's repurchase of the policies
      issued to Combustion;

   b) First State's payment of a settlement amount of $8,475,000
      which shall be allocated for the payment of asbestos
      claims;

   c) release of Hartford and First State from all issues
      involving coverage claims.

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.


CONEXANT SYSTEMS: Incurs $176 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Conexant Systems, Inc. (NASDAQ: CNXT), reported fourth quarter
and full year financial results for fiscal 2005, which ended
Sept. 30, 2005, and achieved core net income profitability one
quarter earlier than the target established in December 2004.
Revenues for the fourth quarter of fiscal 2005 grew 9 percent
sequentially to $214.9 million.  Additionally, gross margins
improved more than anticipated, and operating expenses came in
lower than previously expected.

Fourth fiscal quarter 2005 revenues of $214.9 million increased
9% from third fiscal quarter 2005 revenues of $197.5 million,
compared to $213.1 million in the fourth fiscal quarter of 2004.   
Gross margins in the fourth fiscal quarter increased to 40% of
revenues from 38% in the prior quarter.

On a core measures basis, core operating expenses declined by
$6 million sequentially, from $86 million in the third fiscal
quarter to the company's previously announced target level of
$80 million, as a result of accelerated progress on restructuring
initiatives.  Core operating income in the fourth fiscal
quarter was $6.7 million, compared to a core operating loss of
$11.2 million in the prior quarter.  Core net income for the
fourth fiscal quarter of 2005 was $0.3 million compared to a loss
of $17.6 million in the third fiscal quarter.
  
On a GAAP measures basis, GAAP operating expenses decreased from
$113.7 million in the prior quarter to $99.7 million in the fourth
fiscal quarter of 2005, and $135.1 million in the fourth fiscal
quarter of 2004.  GAAP operating loss decreased from $38.7 million
in the previous quarter to $13.1 million in the fourth fiscal
quarter of 2005, as compared to an operating loss of $49.6 million
in the fourth fiscal quarter of 2004.  GAAP net income for the
fourth quarter of fiscal 2005 was $50.1 million compared to a net
loss of $32.2 million in the third quarter of fiscal 2005, and a
net loss of $370.5 million in the fourth quarter of fiscal 2004.

Fiscal 2005 revenues of $722.7 million decreased 20% compared to
fiscal 2004 revenues of $901.9 million.  The GAAP net loss for
fiscal 2005 was $176 million compared to a net loss in fiscal 2004
of $544.6 million.

"For Conexant, fiscal 2005 was a year of recovery," said Dwight W.
Decker, Conexant chairman and chief executive officer.  "We
stabilized our business, and we made major progress against key
goals.  Most importantly, we delivered core net income
profitability a quarter ahead of schedule.  Achieving this
milestone successfully concludes the second phase of our
three-phase recovery strategy, which required growing revenues,
improving gross margins, reducing operating expenses, and
returning to profitability.

"The entire Conexant team did an outstanding job as we delivered
fourth fiscal quarter results that exceeded our expectations," Mr.
Decker said.  "Coming into the quarter, we anticipated revenues of
$207 million, gross margins of approximately 39 percent, and core
operating expenses of approximately $83 million.  We grew revenues
9 percent sequentially to $214.9 million, primarily as a result of
more stable pricing and increased demand across all of our
businesses.  We improved gross margins by two points sequentially,
from 38 percent of revenues in the prior quarter to 40 percent,
due to better-than-expected pricing and benefits from our
manufacturing cost-reduction initiatives.  Finally, we reduced
core operating expenses from $86 million in the previous quarter
to $80 million in the fourth fiscal quarter, primarily by
completing our cost-reduction initiatives one quarter ahead of
schedule.

"From a balance sheet perspective, our cash, cash equivalents
and investments decreased by $5 million sequentially, from
$386 million in the prior quarter to $381 million in the September
quarter," Decker continued.  "This was an improvement over
our cash consumption target for the quarter of approximately
$10 million. Days sales outstanding improved sequentially from
38 days to 37 days, and internal inventory was further reduced by
$8 million, with inventory turns increasing from 4.7 times in the
previous quarter to 5.4 times in the fourth fiscal quarter.

"With the second part of our three-phase recovery plan now
completed, we are turning our full attention to the third and
final phase of our recovery," Mr. Decker said.  "During this
period, we intend to capitalize on the profit leverage in our
current business model to deliver accelerated earnings growth.  
For phase three, we have set as our highest priority target the
achievement of double-digit core operating margins before the end
of next calendar year.  At the conclusion of phase three, we will
continue our focus on building shareholder value by developing
innovative products for high-growth, converged consumer
electronics applications, and achieving our target business model
of 45 percent gross margins and 15 percent core operating income."

                First Fiscal Quarter 2006 Outlook

"Entering our first fiscal quarter, the end-market demand outlook
remains positive for each of our businesses.  We expect increasing
Broadband Media Processing shipments to contribute most
significantly to overall revenue growth as satellite set-top box
designs ramp into production," Mr. Decker said.  "In total, we
expect to grow revenues approximately 5 percent sequentially to
$225 million.  We anticipate that gross margins for the current
quarter will be in a range of 40 to 41 percent of revenues, and we
expect core operating expenses to increase to a range of $82 to
$83 million, primarily as a result of employee performance
compensation costs associated with our return to profitability.

"Based on the above metrics, we anticipate that we will increase
our core operating income by more than 30 percent sequentially,
and we expect to increase our core net income to approximately
$0.01 per share, based on approximately 479 million fully diluted
shares," Mr. Decker concluded.

Conexant Systems, Inc. -- http://www.conexant.com/-- is a   
fabless semiconductor company that recorded more than $900 million
in revenues in fiscal year 2004.  The company has approximately
2,400 employees worldwide, and is headquartered in Newport Beach,
California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newport Beach, California-based Conexant Systems, Inc.,
to 'B-' from 'B' on sharply reduced sales and profitability over
the next few quarters.  The outlook is negative.


CONNECTICUT VALLEY: Fitch Affirms BB Rating on $32MM Pref. Shares
-----------------------------------------------------------------
Fitch Ratings affirms six tranches of Connecticut Valley
Structured Credit CDO I, Ltd.:

     -- $296,000,000 class A notes at 'AAA';
     -- $17,000,000 class B-1 notes at 'A-';
     -- $3,000,000 class B-2 notes at 'A-';
     -- $13,000,000 class C-1 notes at 'BBB';
     -- $39,000,000 class C-2 notes at 'BBB';
     -- $32,000,000 preference shares at 'BB'.

Connecticut Valley Structured Credit CDO I, Ltd. is a
collateralized debt obligation managed by Babson Capital
Management, LLC.  The CDO was established on Sept. 25, 2001 to
issue $400 million in debt and preference shares.  Payments are
made semi-annually in March and September, and the reinvestment
period ends in September 2006.

In conjunction with the review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy.

Overall, the portfolio has experienced relatively stable
performance, along with minimal negative ratings migration to its
weighted average rating factor.

Currently, as stated in the monthly trustee report dated Sept. 19,
2005, all par and interest coverage tests are passing. There are
currently two assets deferring interest, representing 1.26% of the
total portfolio.  One of these assets, scheduled to be
reclassified as performing in the near future, has recently
recouped its outstanding deferred interest amount in addition to
paying its current coupon.  This asset's inclusion in the total
performing pool stands to benefit noteholders in the form of
higher overcollateralization.

The other deferred interest asset has recently resumed paying its
coupon.  The portfolio currently has no defaulted assets and
'CCC+' or lower rated assets represent 2.00% of total collateral.  
Preference share performance has remained strong with those
noteholders receiving distributions to date of $12,793,575,
leaving a rated balance of $19,206,425 remaining from an original
issue amount of $32,000,000.

As a result of its analysis, Fitch has determined that the current
ratings assigned to the classes A, B-1, B-2, C-1, C-2, and
preference shares reflect the current risk to noteholders.

The ratings assigned to the classes A, B, and C notes address the
timely payment of interest and ultimate payment of principal.  The
rating assigned to the preference shares addresses the ultimate
payment of principal.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.  Additional deal information
and historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/


COOPER TIRE: Moody's Downgrades Senior Unsecured Ratings to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Cooper Tire & Rubber Company to Ba2 from Baa3.  At the same
time the rating agency assigned a Corporate Family rating of Ba2
and a Speculative Grade Liquidity rating of SGL-2.  The actions
conclude a review initiated on August 25, 2005 and reflect:

   * lower year to date operating results from its continuing
     replacement tire business; reduced expectations for future
     profitability;

   * negative free cash flow generation;

   * higher leverage measurements; and

   * depressed debt protection ratios over the intermediate term.

While Cooper has been affected by unusual developments in 2005
(e.g. the strike at its Texarkana plant and disruptions from
Hurricane Rita), ongoing margins and operating cash flows will be
adversely affected by higher raw material and operating costs
which have not been offset by pricing actions.  Elevated capital
expenditure and planned investments in joint ventures will further
pressure free cash flow through 2006.  The company has also cited
softer industry demand in North America, which is its dominant
geographic market.  The SGL-2 liquidity rating designates good
liquidity over the next year and is driven by the company's large
cash holdings derived from previous asset dispositions and
available amounts under its committed revolving credit facility.
The outlook is negative.

Ratings lowered:

   * Senior Unsecured, Ba2 from Baa3

   * Commercial Paper, Not Prime from P-3

   * Shelf filings,(P)Ba2 and (P)B1 for unsecured and preferred
     respectively

Ratings Assigned:

   * Corporate Family, Ba2
   * Speculative Grade Liquidity Rating, SGL-2

Cooper recently withdrew previous guidance on its third quarter
results stating revenues will be below previous assumptions as a
result of both company specific and market factors.  Factors cited
included:

   * softer industry demand in the North American replacement
     tire market;

   * higher costs from raw materials;

   * shipping & transportation; and

   * energy.

Approximately 90% of the company's revenues are derived in North
America, indicating greater geographic concentration relative to
its larger competitors who benefit from a more global footprint
and exposure to higher growth markets.  Approximately 65% of the
company's raw material costs are based upon petroleum derivatives,
prices of which have risen dramatically over the last year.
Pricing actions realized to date have not kept pace with higher
costs.

Although the company has made progress in transitioning its
domestic manufacturing base towards higher margin performance and
light-truck tires, interruptions to production and lower volumes
have adversely impacted efficiencies in a capital intensive
business, which involves substantial operating leverage.  While
production issues are being resolved and production volumes are
recovering from recent unusual developments, slack demand and
insufficient pricing power to recoup higher costs, and requisite
lag times for pricing actions to become effective dim expected
profitability over the intermediate term.

In turn, this affects cash generation and earnings based debt
coverage and leverage measurements.  Through June Cooper's LTM
EBIT/Interest coverage was roughly 1 times, gross debt/EBITDA
(using Moody's standard adjustments) would approach 5 times and
the company's EBITDA margin was approximately 8%.  Cooper's
capital expenditure plans to transition its domestic capacity to
higher margin product and to supply the increased number of SKUs
required in the replacement tire market further stress free cash
flow.  Similarly, investments in Asian joint ventures will
represent additional disbursements.  Free cash flow is expected to
be more negative than previous assumptions.

Cooper continues with substantial on-balance sheet liquidity to
cover these requirements.  At June 30 the company had
approximately $487 million in cash and temporary investments.  In
addition the company continues with a $175 million committed
revolving credit and does not face any significant near term debt
maturities until 2009.  

Through June 2005 the company purchased approximately $84 million
of its long term debt and expresses intent to further reduce its
indebtedness.  Nonetheless, at current run rates of EBITDA and
cash flow, aggregate indebtedness would need to be more than
halved and profitability substantially improved to sustain debt
metrics consistent with an investment grade rating.  Consequently,
a Corporate Family rating of Ba2 has been assigned with a
corresponding reduction in the commercial paper rating to Not
Prime.

The Ba2 Corporate Family rating incorporates the less volatile
nature of the replacement tire market compared to volumes driven
by cyclical new automotive production activity, Cooper's material
market share and established brand image in North America, and its
existing balance sheet liquidity.  In addition, management intends
to reduce indebtedness when capital market conditions accommodate
their return objectives.

However, the company faces ongoing challenges of:

   * rising raw material and energy costs;

   * competition from larger global enterprises with substantial
     marketing budgets and operational scale; and

   * its dependence upon the North American market.

Capital expenditure plans and investments in Asian ventures also
present significant capital requirements.

The negative outlook results from several uncertainties.  These
include:

   * weaker demand for tires in North America as higher fuel costs
     may lengthen the replacement time intervals should fewer
     aggregate miles be driven;

   * the company's ability to achieve pricing actions to offset
     higher raw material;

   * transportation and energy costs;

   * the timing and ultimate amounts of further debt reduction;
     and

   * the potential for any additional shareholder return actions.

Until margins or costs stabilize, the potential for further
erosion in credit metrics continues.

Cooper's balance sheet indebtedness at June 30 was approximately
$686 million, all of which was unsecured.  Consequently, senior
unsecured obligations have been rated Ba2, level with the
Corporate Family rating.  Any claims under the company's revolving
credit facility, which is not rated, would presently rank pari
passu with the unsecured notes.

The SGL-2 rating represents good liquidity over the next twelve
months.  The rating recognizes:

   * the current large cash & temporary investment position
     of $487 million;

   * back-up liquidity provided by its un-drawn $175 million
     revolving credit;

   * ample headroom under financial covenants; and

   * ability to develop alternate liquidity sources given the
     unsecured nature of its liabilities and available lien
     baskets.

However, it also recognizes the stepped-level of capital
expenditures and investment plans which are expected to cause
negative free cash flow in the near term.  The revolving credit's
commitment extends to August 2008 and contains financial covenants
of a minimum defined EBITDA/Interest expense of 3:1, and a maximum
defined net indebtedness/capitalization of 55%.  Per the company's
June 10-Q, actual ratios were 4.4 times and 22% respectively.  The
company does not face any material debt maturities until 2009 when
the remaining $266 million of 2009 notes mature.

Developments that could lead to higher ratings include:

   * improved volumes and operating margins which would enable
     EBIT/Interest coverage to be sustained at 3 times or higher;

   * debt/EBITDA measurements at less than 3 times; and

   * substantial free cash flow generation.

The ratings anticipate that Cooper will proceed with further debt
reduction.  However, operating performance may also remain under
pressure as a result of raw material costs and weaker demand.
Therefore, even with additional debt reductions, leverage ratios
could increase.  Should such a scenario develop, and Debt/EBITDA
significantly exceed three times even after any debt reduction,
lower ratings could result.  Other factors, which could lead to
lower ratings, include:

   * loss of market share;
   * further deterioration in operating margins;
   * pursuit of additional shareholder return actions; and
   * any erosion of the company's liquidity profile.

Cooper Tire & Rubber Company, headquartered in Findlay, Ohio,
specializes in the design, manufacture and sale of passenger,
light & medium truck tires and has subsidiaries specializing in
motorcycle and racing tires, as well as tread rubber and related
equipment.  The company has 39 manufacturing, sales, distribution,
design and technical facilities around the world.  Revenues in
2004 were approximately $2.1 billion.


DEAN HILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Dean Hill Motors, Inc.
        132 Ballardvale Drive
        White River Junction, Vermont 05001

Bankruptcy Case No.: 05-15324

Type of Business: The Debtor is a Saab car dealer offering new and
                  used cars and trucks.  The Debtor also repairs
                  automobiles and sells auto parts and truck
                  parts.  See http://www.deanhillmotors.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Peter N. Tamposi, Esq.
                  Nixon Peabody, LLP
                  889 Elm Street
                  Manchester, New Hampshire 03101
                  Tel: (603) 628-4000
                  Fax: (603) 628-4040

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50,000 to $100,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Tire Rack Wholesale                         $10,066
   7101 Vorden Parkway
   South Bend, IN 46628

   Anthem                                       $8,595
   3000 Goffs Falls Road
   Manchester, NH 03111

   Vermont Public Radio                         $7,587
   20 Troy Avenue
   Colchester, VT 05446

   Carroll Tire Company                         $7,191
   P.O. Box 116878
   Atlanta, GA 30368

   Jasmin Auto Sales, Inc.                      $6,576

   New Hampshire Public Radio                   $6,176

   The Point                                    $3,804

   Bob's Service Center                         $3,405

   United Industrial Services                   $2,926

   New England Business Journals                $2,742

   Unifirst                                     $2,529

   Staples                                      $2,355

   Talk Radio                                   $2,272

   Nassau Broadcasting-Rutland                  $2,100

   Clear Channel Radio                          $2,070

   B & J Transport                              $1,876

   SPX Service Solutions Corp.                  $1,274

   Interstate Batteries                         $1,189

   New Prime Concepts                           $1,048

   Bruno Associates                             $1,017


DELPHI CORP: InPlay Tech. Agrees to License Pact Cancellation
-------------------------------------------------------------
InPlay Technologies (Nasdaq: NPLA) has come to an agreement with
Delphi Corp. related to Delphi's request to the Bankruptcy Court
that it be permitted to reject its exclusive license agreement
with InPlay, fka Duraswitch.

Through a mutually revised order, the companies agreed to the
cancellation of Delphi's exclusive license to utilize Duraswitch
technologies in the automotive industry and non-exclusive license
for other industries and granted certain protections to InPlay,
including:

   1) preservation of InPlay's right to assert any and all claims
      against Delphi,

   2) agreement that Delphi will not use the Duraswitch patented
      technology, and

   3) agreement that Delphi will not object to InPlay's use or
      further license of the Duraswitch technology.

Delphi has also agreed to return all materials related to the
Duraswitch technology.

"Considering Delphi's bankruptcy situation, we believe this
agreement best preserves our claims and allows us to move forward
with the Duraswitch technology," said Bob Brilon, InPlay
Technologies CEO.  "This agreement also enables us to focus on our
business operations and pursue damage claims as a creditor in the
bankruptcy process."

Duraswitch and Delphi signed the agreement in 2000, at which point
Delphi paid a non-refundable payment of $4 million and committed
$12 million minimum royalties to Duraswitch through 2007 for
exclusive rights to use Duraswitch technologies in the automotive
industry.  To date, Delphi has paid $3 million of that commitment
to InPlay, with an additional $3 million due in July 2006 and
$6 million in July 2007.  As part of its bankruptcy filing, Delphi
filed a motion requesting that this agreement be rejected, thereby
allowing Delphi to avoid paying the remaining committed minimum
royalty fees.

InPlay currently intends to pursue damages for cancellation of the
license agreement.

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

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


DELPHI CORP: PBGC & Panel Wants Cash Management Order Modified
--------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on Oct.
14, 2005, the U.S. Bankruptcy Court for the Southern District of
New York approved Delphi Corporation and its debtor-affiliates'
continued use of their existing cash management systems on an
emergency basis.

            PBGC & Creditors Committee's Responses
                 to Cash Management Order

(1) PBGC

Mark R. Somerstein, Esq., counsel for the Pension Benefit
Guaranty Corporation, relates that the Debtors' cash management
system contemplates intercompany advances among debtor entities
during the Debtors' Chapter 11 cases.  By virtue of the
intercompany advances, certain debtor entities will become net
lenders and other debtor entities will become net borrowers by
the conclusion of the Debtors' cases.

The PBGC objects to the Cash Management Order in that it fails to
provide "Lender-Debtors" with a sufficient degree of protection
in exchange for the DIP Financing that each Lender-Debtor will
provide to each borrower debtor on account of the intercompany
advances.

PBGC asks the Court to modify the Cash Management Order to grant
to each Lender-Debtor junior liens and junior superpriority
administrative expense claims against the estate of any
corresponding Borrower-Debtor to the extent of the financing
provided, by virtue of the Lender-Debtor's intercompany advances.

(2) Creditors Committee

The Official Committee of Unsecured Creditors agrees with the
Debtors' position that it is inappropriate for the creditors of
any particular Debtor entity to bear the risk and cost of funding
any other entity.  However, the Committee does not believe that
superpriority administrative expense claims are sufficient to
protect against this risk.

Rather, to preserve the status quo as of the Petition Date, the
Creditors Committee believes that claims arising from
Intercompany Transactions occurring on or after the Petition Date
should be secured by liens against all assets of the transferees
of those Intercompany Transactions.  The liens should be junior,
subject and subordinate only to the superpriority claims and
liens, as applicable, granted to the postpetition lenders under
the Debtors' proposed DIP financing facility, and to any claims
and liens against the Debtors that are expressly senior to, or
carved out from, the DIP Claims and Liens granted to the DIP
Lenders under the DIP Facility.

Moreover, the Creditors Committee asks the Court to compel the
Debtors and their financial advisors to provide to the Committee
and its professionals reasonable assurance of the ability of any
proposed recipient to repay any Intercompany Transaction.

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


DELTA AIR: Song to Close May 2006 & to Merge With Delta Travel
--------------------------------------------------------------
Delta Air Lines plans to merge its discount carrier Song into the
Delta travel experience.  The Company's plans include:

   -- Adding 26 first-class seats to Song's existing fleet of 48
      Boeing 757-200 aircraft, making the service more attractive
      to business travelers and significantly enhancing revenue
      opportunities.
   
   -- Converting an additional 50-plus Delta aircraft to two-class
      Song service, complete with all-leather seating and new
      interiors throughout.
   
   -- Expanding state-of-the-art personal digital in-flight
      entertainment to all 100-plus aircraft, with 24 channels of
      live television, 10 on-demand video channels, interactive
      video games and MP3 programming that allows customers to
      create their own play lists from an inventory of more than
      1,600 songs.
   
   -- Offering this exclusive Song service initially on all
      transcontinental Delta flights beginning fall 2006 and
      expanding the service to include all routes over 1,750 miles
      over two years.
   
   -- Incorporating Delta's new uniforms, improved snack service
      and award-winning SkyMiles(R) program to offer customers the
      best value in transcontinental travel.   
   
"As Delta continues its transformation to become a more customer-
focused airline, we are incorporating the best of Song into the
best of Delta," said Gerald Grinstein, Delta's Chief Executive
Officer.  "Our new Song service will set the standard in
transcontinental travel, making Delta the first choice for
customers on these routes."

Since its inception in April 2003, Song has become a customer
favorite.  However, Song flying has been limited primarily to
leisure markets.  "As part of our restructuring, we have the
opportunity to deploy Song aircraft seasonally to more profitable
flying - including into our hubs - and to further simplify our
operations while expanding the great travel experience on Song to
more Delta customers," according to Jim Whitehurst, chief
operating officer for Delta.  "We've learned a lot from Song and
have already incorporated many of its positives into Delta.  
Features like new leather interiors, new uniforms, a simplified
fare structure and faster turn times have resulted in 11
consecutive months of year-over-year improvement in customer
service ratings at Delta."

Song will continue to fly as a separate brand and customers will
be able to book flights on Song until May 2006.  The aircraft will
then be scheduled on high-demand routes throughout the Delta
network during the transition, replacing wide-body aircraft that
will be re-deployed from domestic to international destinations as
part of the largest international expansion in Delta's history.  
Through the end of 2006, Delta will reconfigure the Song fleet
into the new two-class, long-haul standard and introduce them on
transcontinental routes.  In all, more than 100 aircraft will be
outfitted for Song service, giving customers access to the largest
fleet of video-on-demand aircraft in the U.S.

To maximize the value of Song's success at Delta, Joanne Smith,
currently president of Song, has been named vice president of
Consumer Marketing for Delta, effective immediately.

"Joanne Smith brings the energy and marketing expertise to our
consumer marketing team that we need to continue improving the
customer experience on Delta," said Paul Matsen, Delta's chief
marketing officer.  "Her leadership will ensure the efficiencies,
service enhancements and innovations of Song are integrated into
Delta's ongoing transformation."

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


DENNY'S CORP: Incurs $3.4 Million Net Loss in Third Quarter
-----------------------------------------------------------
Denny's Corporation (Nasdaq: DENN) reported results for its third
quarter ended September 28, 2005.

Highlights for the third quarter included:

   * same-store sales increased 1.5% at company units and 3.8% at
     franchised units;

   * total operating revenue increased $1.6 million; and

   * net loss improved $8.4 million to $3.4 million, including
     charges totaling $7 million for legal settlements and
     severance.

Commenting on third quarter results, Nelson J. Marchioli,
President and Chief Executive Officer, said, "We are pleased to
have maintained our positive sales momentum in the third quarter
in a challenging economic environment.  While we are certainly
disappointed with softened guest counts during the quarter, we are
encouraged that the trend was relatively stable, which we believe
is attributable to the consumer's recognition of Denny's strong
value proposition."

Mr. Marchioli continued, "We are confident that our team will
continue to successfully execute the Company's strategy of
improving operations through investments in food, people and
facilities.  We believe these investments will lead to improved
financial performance and enhanced shareholder value over time."

                      Third Quarter Results

For the third quarter of 2005, Denny's reported total operating
revenue of $248.7 million, an increase of 0.6%, or $1.6 million
over the prior year quarter.  Company restaurant sales increased
0.7%, or $1.5 million, to $225.8 million, as a 1.5% increase in
same-store sales offset a seven-unit decline in company-owned
restaurants.  Franchise revenue increased 0.4%, or $0.1 million,
to $22.9 million, as a 3.8% increase in same-store sales offset a
20-unit decline in franchised restaurants.

Company restaurant operating margin was 10.7% for the third
quarter compared with 13.5% for the same period last year.  This
margin decrease is due primarily to legal settlement charges
recorded in the third quarter as a result of a previously
announced litigation settlement with the State of California's
Division of Labor Standard's Enforcement.

Product costs for the third quarter decreased 0.9 percentage
points compared with last year, due primarily to easing of
commodity cost pressures and a 4.1% increase in average guest
check.  Payroll and benefit costs increased 0.8 percentage points
over last year, due primarily to wage rate pressures and higher
worker's compensation costs.  Occupancy costs decreased 0.3
percentage points, due primarily to a reduction in general
liability insurance accruals.

This reduction benefited occupancy expense by $1.1 million,
or 0.5 percentage points. Other operating costs increased
3.2 percentage points, due primarily to legal settlement charges
of $5.8 million, or 2.5 percentage points.  Of this amount,
$4.8 million resulted from the DSLE settlement with an additional
$1 million accrued for other ongoing cases.  In addition to the
legal charges, increasing utility costs as well as training
expenses associated with the rollout of a new point-of-sale system
burdened other operating costs.  Utility costs are expected to
compare unfavorably for the next two quarters by 0.5 to
1.0 percentage points as a result of considerably higher natural
gas prices.

General and administrative expenses for the third quarter
decreased $2.1 million over the same period last year.  The
primary contributor to the decrease was a $2.1 million reduction
in incentive compensation expense.  In addition, Denny's incurred
$1.4 million of recapitalization related transaction costs in the
third quarter of last year with no similar expense in this year's
quarter.  Partially offsetting these cost decreases was an
increase of $0.8 million in stock-based compensation costs, which
totaled $1.4 million for the quarter.

Operating income for the third quarter decreased $6.5 million from
the same period last year.  In addition to the charges for legal
settlements noted above, restructuring charges and exit costs
increased $1 million over last year, attributable primarily to
$1.2 million in severance related costs.  Also, gains on asset
sales decreased $1 million, as no surplus properties were sold in
this year's third quarter.

Interest expense for the third quarter decreased $3.6 million to
$13.9 million due to the financial recapitalization completed
during 2004, which significantly lowered borrowing costs.

Net loss for the third quarter was $3.4 million an improvement of
$8.4 million compared with a net loss in the prior year of $11.8
million, or $0.14 per common share.  The net loss this quarter
included charges totaling $7.0 million for legal settlements and
severance related costs.

                        Business Outlook

Commenting on expectations for the fourth quarter and full year
2005, Mr. Marchioli said, "In spite of the macroeconomic pressures
this year, we intend to meet our operational guidance as provided
at the beginning of the year, excluding the legal settlement.  The
holiday season is a high volume period for Denny's and provides an
opportunity for a strong finish to the year."

Denny's Corporation -- http://dennys.com/-- is America's   
largest full-service family restaurant chain, consisting of 547
company-owned units and 1,040 franchised and licensed units, with  
operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.   

As of June 29, 2005, Denny's Corp.'s total liabilities
exceed total assets by $260,141,000.


DORAL FINANCIAL: Accounting Issues Cue S&P to Downgrade Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Doral
Financial Corp., including the long-term counterparty rating, to
'BB-' from 'BB'.  The ratings remain on CreditWatch Negative.

"The ratings action follows Doral's announcement on Monday that it
will no longer meet its previously stated deadline to file
financial statements by Nov. 11, 2005," said Standard & Poor's
credit analyst Michael Driscoll.

Latham & Watkins LLP is looking into residential mortgage loan
sales made by Doral to other financial institutions and whether
they qualify as true sales under SFAS 140.  If the transactions do
not qualify as true sales, Doral would need to record the mortgage
transactions back onto the balance sheet as a payable loan secured
by mortgage loans, and reverse the gain previously recorded with
the transactions.

Furthermore, Doral announced that the SEC investigation is now
formal and revolving around the restatement and certain mortgage
sale transactions with other financial institutions.  This is part
of a broader SEC investigation of other banks in Puerto Rico,
including R&G Financial, First Bancorp, and Doral, all surrounding
the sale of mortgage loans with recourse by R&G Financial and
Doral to FirstBank.

All of these banks share the same external auditing firm, Price
Waterhouse Coopers.  With First BanCorp already publicly stating
that most of its loan purchases from R&G Mortgage do not meet the
true sale criteria, the likelihood that Doral's loan sales will
result in a similar outcome increases dramatically.

Since the end of 2004, Doral has operated without current
reporting of its financial statements, which placed Doral in
technical default of approximately $1 billion in debt.  The
accounting issues continue to escalate at Doral and have prolonged
the restatement process, adding incremental risk and uncertainty.  
To date, Doral has not received any default notifications
that would accelerate the maturity of the debt in question.

Mitigating these concerns, the high quality of Doral's underlying
assets helps provide liquidity and serves as strong collateral for
creditors.  Its leading market position in the attractive
residential mortgage lending business in Puerto Rico and the high
demand for these assets by local institutions has allowed for
continuity of its core business in the midst of its accounting
restatement.

The continuation of the CreditWatch listing reflects our concerns
over the high degree of uncertainty regarding the final outcome of
the accounting restatement and the restatement timeline,
regulatory and legal issues, and the extent to which these issues
will affect profitability.  Once financial statements are
released, S&P will reassess Doral's business position, which
will include profitability, capital measures, funding stability,
and internal controls.


DORAL FINANCIAL: Fitch Shaves Senior Unsec. Notes to BB- from BB+  
-----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Doral Financial Corp.
and Doral Bank:

     -- Doral long-term rating to 'BB-' from 'BB+', individual to       
        'D' from 'C/D;
     
     -- Doral Bank long-term to 'BB' from 'BBB-', individual to
        'C/D' from 'C';
     
     -- Doral Bank short-term to 'B' from 'F3'.

The Rating Watch is Negative.

This rating action follows the announcement that the Securities
and Exchange Commission has issued a formal order of investigation
into Doral and a further delay in their restated financials.  The
delay is principally attributable to new information regarding the
company's mortgage loan sales to local financial institutions.  

The company is currently in the process of reviewing sales
transactions to see if any issues exist that may impact the
accounting treatment of some or all of these transactions as
'sales' under Statement of Financial Accounting Standards 140.

With Doral being a major seller of mortgages in the local market,
the amount of mortgages that could be required to be brought back
on balance sheet would pressure capital ratios and require funding
programs to be broadened in the face of increased uncertainty
regarding Doral's future financial performance.  The rating action
takes into consideration the possibility of deterioration in
capital ratios but expects the company to remain well capitalized
relative to quantitative regulatory standards.

Fitch's primary incremental concern is at the holding company,
where Doral is not in compliance with covenants in two bond
indentures relating to the timely filing of financial statements
due to the delay in the restatement of its financials.  As Doral
was quickly approaching the November 10, 2005 target date of
releasing restated financial statements, Fitch believed the risk
associated with the covenant violations was becoming immaterial.

However, the recent events have included new adverse developments
that will need to be fully investigated before management can
publish restated financial statements.  The combination of the new
developments and uncertain timing for the release of financial
statements has considerably raised the risk that creditors may
exercise their option to accelerate debt repayment.  This would
create significant strains at the holding company level.  While
the accelerated debt repayment would not immediately affect the
bank level creditors, the uncertainty as to how events will unfold
or if additional adverse findings will emerge, made it difficult
to maintain bank level ratings within the investment-grade
category.

Resolution of the Rating Watch Negative will be driven by the
release of audited financial statements, conclusion of the SEC
investigation, demonstration of management's ability to remain
well capitalized, and improved liquidity.  Fitch would need to
fully assess Doral's ongoing steady state level of profit
generation before ratings can be firmly established with a Stable
Outlook.  This may necessitate a period of evaluation following
the release of audited financial statements.

   Doral Financial Corporation

     -- Long-term issuer and senior unsecured downgraded to 'BB-'
        from 'BB+';

     -- Preferred stock to 'B' from 'BB-';

     -- Individual to 'D' from 'C/D'.

   Doral Bank

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

     -- Long-term nondeposit obligations downgraded to 'BB' from
        'BBB-';

     -- Short-term deposit obligations downgraded to 'B' from
        'F3';

     -- Short-term deposit obligations downgraded to 'B' from
        'F3';

     -- Individual downgraded to 'C/D from 'C'.

Fitch also rates:

   Doral Financial Corporation

     -- Short-term issuer and short-term notes 'B';
     -- Support '5'.

   Doral Bank

     -- Support '5'.

All ratings remain on Rating Watch Negative.


DURATEK INC: Earns $2.8 Million of Net Income in Third Quarter
--------------------------------------------------------------
Duratek, Inc. (NASDAQ:DRTK) reported net income of $2.8 million
for the three-month period ended September 30, 2005, as compared
to net income of $9.3 million for the comparable period in 2004.

Revenues were $67.1 million for the three months ended
September 30, 2005, compared to $77.4 million in the same period
in 2004.  The decrease in net income was primarily the result of
losses incurred on two Federal Services contracts, lower margins
realized in Commercial Services and Commercial Processing related
to product mix changes, and lower revenues in Commercial Services
due largely to the lower than anticipated level of new Commercial
work required to offset projects completed during the year.

In addition, a number of items favorably impacted the prior year
third quarter net income such as higher incentive fees and
equitable adjustments on certain Federal Services contracts, as
well as additional revenues realized on the early termination of a
Commercial Services fixed price contract. The decrease in revenues
of $10.3 million for the quarter was primarily due to lower
revenues generated by the Commercial Services and Federal Services
businesses.

For the nine-month period ended September 30, 2005, net income was
$13. million as compared to net income of $18 million for the
comparable period in 2004.  Revenues were $212.7 million for the
nine months ended September 30, 2005 compared to revenues of
$215.1 million for the same period in 2004. The decrease in the
year-to-date net income of $5 million was due to the items
discussed previously.  The decrease in year-to-date revenues of
$2.4 million was due primarily to lower revenues generated by the
Commercial Services business segment offset partially by higher
revenues from Federal Services.

Robert E. Prince, President and CEO said, "Over the past four
years we have realized continuous improvement of our financial
results and achieved relatively consistent results when viewed on
an annual basis.  During this same period we have been positioning
the company for improving markets for our services. Large upcoming
projects supporting the Department of Energy cleanup, emerging
international markets, and broadening of services we can provide
to domestic commercial nuclear licensees all should present us
with attractive long-term growth opportunities. Unfortunately, the
timing for capturing these new federal and commercial
opportunities is difficult to predict, contributing to the lower
performance achieved during the third quarter and expected for the
full year."

Robert F. Shawver, Executive Vice President and CFO added, "Some
major swing items explain the contrast between the record third
quarter of 2004 results and this year's performance.  The
combination of a number of items that significantly added to last
year's income, the current quarter losses incurred on two of our
Federal Services projects, as well as the lower revenues overall
account for most of the decrease in income.  We continue to work
on recovering claims on the contracts that experienced the losses
as well as adding new business to increase revenues in higher
margin areas."

Duratek Inc. provides radioactive materials disposition and
nuclear facility operations for commercial and government
customers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2003,
Standard & Poor's Rating Services assigned its 'BB-/Stable/--'
corporate credit rating to Columbia, Maryland-based Duratek, Inc.

At the same time, Standard and Poor's assigned its 'BB-' rating to
Duratek's $145 million senior secured credit facilities.


E.DIGITAL CORP: Will Blakeley Will Be President & CTO on Nov. 4
---------------------------------------------------------------
e.Digital Corporation (OTC: EDIG) appoints Will Blakeley as
president and chief technical officer commencing Nov. 14, 2005.  
He will succeed Atul Anandpura who resigned as president, chief
executive officer and director to pursue other interests.

Over his 27-year career, Mr. Blakeley has served in managerial and
engineering positions for TRW, Scientific Atlanta, Aegis Broadband
and most recently with Northrop Grumman.  He is well versed in
multiple disciplines with significant experience in managing large
engineering teams, contracts, manufacturing, marketing and
finance.  Mr. Blakeley has a strong background in systems
engineering skills including specifications, architectures and
algorithms.  He has successfully managed both development and
production contracts totaling $100 million from inception through
deployment.  Mr. Blakeley has a Bachelor of Science in Applied
Mathematics and a Master of Science in Electrical Engineering from
San Diego State University.

"We are very pleased to have Will Blakeley coming on board to
direct e.Digital and our growing digital video/audio technology
platform (DVAP) business," said Alex Diaz, chairman of e.Digital's
board of directors.  "Will shares our vision that versions of
secure, closed system video products based on our DVAP have broad
applications in the healthcare and travel and leisure industries,
and beyond."

"I see many business opportunities and tremendous potential for
e.Digital and versions of its proprietary DVAP for commercial and
military applications," said Mr. Blakeley. "I am committed to
accelerating revenue and business expansion by further partnering
with companies seeking to aggressively brand, market, and sell or
rent closed system video products utilizing e.Digital's latest
generation DVAP."

Concluded Robert Putnam, e.Digital's senior vice president, "We
welcome Will and look forward to working with him to build upon
early MedeViewer E7(TM) acceptance, our current DVAP business, and
in generating new DVAP orders.  We believe Will's leadership and
skills will be key ingredients in expanding industry and market
awareness of e.Digital and driving business growth."

e.Digital Corporation is a holding company that operates through a
wholly owned California subsidiary of the same name and is
incorporated under the laws of Delaware.  The Company provides
engineering services, product reference designs and technology
platforms to customers focusing on the digital video/audio and
player/recorder markets.  

As of June 30, 2005, e.Digital's equity deficit widened to
$2,792,060 from a $2,260,569 deficit at March 31, 2005.


EASY GARDENER: Senior Lenders Waive Covenant Breaches
-----------------------------------------------------
Easy Gardener Products' senior lenders waived the covenant
misses as of June 30, 2005, and reset other covenants through
June 30, 2006.  

Additionally, the parties agreed that:

   -- the maturity of the their loans would be moved to Sept. 30,
      2006, from Oct. 29, 2008, for the term lender and from
      April 27, 2007, for the revolving credit facility;

   -- the Company hire an investment banker to explore strategic
      alternatives to repay the term loan;

   -- the Company hire a consultant and the interest rate on the
      term loan be increased 2.0% per annum and 0.5% per annum on
      the revolving credit facility under certain conditions.

Additionally, the term lender has required a performance fee of up
to $2 million if certain conditions are not met.  The performance
fee, if any, is due at the repayment of the term loan.  The
revolving credit lender has required an additional repayment fee
of up to $250,000 under certain conditions.

                    Annual Report Filing

Easy Gardener Products filed its annual report on Form 10-K with
the Securities & Exchange Commission for the year ended June 30,
2005.

The Company reported an increase of 7% in net sales to $83 million
for the year ended June 30, 2005, compared to $77.5 million during
the prior year.  The prior year includes the four months of
operations (July through October 2003) of its predecessor company.  
The increase in net sales was the result of an increase in the
volume of products sold including new products and price
increases.

Income from operations was $6.0 million, a decrease of $900,000 as
compared to the prior year.  The decrease results from increased
costs of petroleum-based products and freight costs partially
offset by costs of the predecessor company not assumed by the
Company.

Net loss decreased by $1.5 million to $3.1 million during the year
ended June 30, 2005, from a net loss of $4.6 million during the
prior year.  The decrease results from not having refinancing and
transaction costs in the current year increased tax benefits and a
gain on discontinued operations as opposed to a loss in the prior
year partially offset by increased interest expense and reduced
income from operations.

Easy Gardener Products, Ltd. -- http://www.easygardener.com/-- is  
a leading manufacturer and marketer of a broad range of consumer
lawn and garden products including weed preventative landscape
fabrics, fertilizer spikes, decorative landscape edging, shade
cloth and root feeders which are sold under various recognized
brand names including Easy Gardener, Weedblock, Jobe's, Emerald
Edge, and Ross.  The Company markets its products through most
large national home improvement and mass merchant retailers,
hardware stores and garden centers.


EXAM USA: Reports $4.7 Mil. Working Capital Deficit as of Aug. 31  
-----------------------------------------------------------------
EXAM USA, Inc., delivered its financial results for the quarter
ended Aug. 31, 2005, to the Securities and Exchange Commission on
Oct. 24, 2005.

EXAM USA's balance sheet showed $43,285,628 of assets at Aug. 31,
2005, and liabilities totaling $40,880,764.  The Company had a
working capital deficit of $4,726,964 and an unrestricted cash
balance of $4,284,211 at Aug. 31, 2005.  The Company expects to
spend approximately $10 million for new store openings in Dec.
2005.  The Company is financing this expenditure with long-term
debt of approximately $5,339,799 and capital leases.

EXAM USA has one obligation with a bank that requires it to reduce
the principal balance in 2006 by approximately $4.5 million.

The Company reported a $182,871 net income on $6,455,074 of
revenues for the three months ended Aug. 31, 2005, compared to a
$327,766 net loss on $5,925,348 of revenues for the same period in
2004.  Management attributes the increase in net income to the
non-cash charges associated with the investment banking fees from
the reverse merger with Olympic Entertainment Group, Inc., and the
stock based compensation for two non-employee directors, both of
which were one-time charges for the first quarter in 2004.

                    Going Concern Doubt

McKennon, Wilson & Morgan LLP expressed substantial doubt about
EXAM USA's ability to continue as a going concern after auditing
the Company's financial statements for the fiscal year ended May
31, 2005.  The auditing firm pointed to the Company's
approximately $5.7 million working capital deficiency at May 31,
2005.

                      About EXAM USA

EXAM USA, Inc., has a wholly owned subsidiary, Exam Co. Ltd, a
corporation formed and existing under the laws of Japan.  Exam Co.
is an operating entity, which presently owns and runs six pachinko
parlors.  EXAM USA also operates two small restaurants, one of
which includes karaoke entertainment.  In addition, the Company
also owns a 50% equity interest in Daichi Co., Ltd., an entity
whose sole business is to procure tobacco products for EXAM USA.
Exam USA opened its sixth store in December 2004, which is a
medium size store with 480 machines.  In total the Company
operates 2,752 Pachinko and Pachislo machines.


FIRST UNION: Moody's Affirms $38MM Class G Cert.'s Rating at B3
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of six classes of First Union Commercial
Mortgage Securities, Inc., Commercial Mortgage Pass-Through
Certificates, Series 1999-C1 as:

   * Class A-1, $7,479,490, Fixed, affirmed at Aaa
   * Class A-2, $608,949,000, Fixed, affirmed at Aaa
   * Class IO-1, Notional, affirmed at Aaa
   * Class B, $58,273,000, Fixed, affirmed at Aaa
   * Class C, $61,186,000, WAC, upgraded to Aaa from Aa3
   * Class D, $67,014,000, WAC, upgraded to A1 from Baa2
   * Class E, $17,482,000, WAC, upgraded to A3 from Baa3
   * Class F, $52,445,000, Fixed, affirmed at Ba2
   * Class G, $37,877,000, Fixed, affirmed at B3

As of the October 17, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 19.5% to $936.9
million from $1.2 billion at closing.  The Certificates are
collateralized by 219 loans ranging from less than 1.0% to 4.6% of
the pool, with the top 10 loan exposures representing 22.0% of the
pool.

The pool consists of a conduit component, representing 89.9% of
the pool, and a credit tenant lease component (CTL), representing
10.1% of the pool.  Thirty-two loans, including four of the pool's
top 10 loans, have defeased and are collateralized by U.S.
Government securities.  The defeased loans represent 21.9% of the
pool.

Ten loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $12.0 million.
Currently there are three loans, representing 1.9% of the pool, in
special servicing.  Moody's has estimated an aggregate loss of
approximately $2.2 million from the specially serviced loans.
Thirty-eight loans, representing 18.0% of the pool, are on the
master servicer's watchlist.

Moody's was provided with full year 2004 operating results for
97.8% of the performing conduit loans (excluding defeased loans).
Moody's weighted average loan to value ratio (LTV) for the conduit
component is 82.5%, compared to 83.4% at Moody's last full review
in December 2003 and compared to 91.1% at securitization.  The
upgrade of Classes C, D and E is due to a high percentage of
defeased loans and increased subordination levels.

The top three conduit loans (excluding the defeased loans)
represent 9.0% of the outstanding pool balance.  The largest loan
is the One Capital City Plaza Loan ($42.8 million - 4.6%), which
is secured by a 406,000 square foot office building located in
Atlanta, Georgia.  The property is 94.0% occupied, compared to
87.0% at last review.  The largest tenant is Blue Cross/Blue
Shield of Georgia, which occupies 65.0% of the premises under a
lease that expires in June 2014.  Moody's LTV is 85.3%, compared
to 87.6% at last review.

The second largest loan is the Prince George's Metro Center Loan
($22.4 million - 2.4%), which is secured by a 374,000 square foot
office building located in Hyattsville, Maryland.  The property is
currently 57.0% leased due to a major tenant vacating in 2002 at
lease expiration and is on the master servicer's watchlist due to
low debt service coverage.  Moody's LTV is 94.7%, compared to
93.7% at last review.

The third largest loan is the Clarinbridge Loan ($19.0 million -
2.0%), which is secured by a 306-unit multifamily property located
approximately 26 miles northwest of Atlanta in Kennesaw, Georgia.
Although the property's occupancy has remained fairly stable since
securitization, its performance has been impacted by decreased
rental revenues and increased operating expenses.  Moody's LTV is
88.3%, compared to 82.5% at last review.

The CTL component includes 32 loans secured by properties under
bondable leases.  The largest exposures are:

   * Rite Aid Corporation (23.2% of CTL component; Moody's senior
     unsecured rating Caa1 - negative outlook);

   * Motel 6/Accor SA (19.1%), Lowe's Companies, Inc. (19.6%;
     Moody's senior unsecured rating A2 - positive outlook);

   * Walgreen Co. (12.2%; Moody's senior unsecured shelf rating
     (P)Aa3 - negative outlook); and

   * CVS (11.6%; Moody's senior unsecured rating A3 - stable
     outlook).

Approximately 43.4% of the CTL loans are currently rated
investment grade compared to 40.2% at Moody's last review and
compared to 72.5% at securitization.

The pool's collateral is a mix of:

   * multifamily (31.2%),
   * U.S. Government securities (21.9%),
   * retail (12.8%),
   * office (10.4%),
   * CTL (10.1%),
   * lodging (8.5%),
   * healthcare (3.7%), and
   * industrial and self storage (1.4%).

The collateral properties are located in 32 states and the
District of Columbia.  The highest state concentrations are:

   * Florida (14.9%),
   * Georgia (13.8%),
   * California (9.4%),
   * Texas (7.1%), and
   * New York (7.0%).

All of the loans are fixed rate.


FLEXTRONICS INT'L: Fitch Puts BB+ Rating on Sr. Subordinated Debt
-----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Flextronics
International, Ltd. to Negative from Stable.  Flextronics' 'BBB-'
issuer default rating and senior unsecured bank credit facility
are affirmed, as is the 'BB+' senior subordinated debt.  Fitch's
action affects approximately $1.6 billion of debt.

The Negative Outlook reflects Flextronics' expectations for lower
organic revenue growth, Fitch's belief that the company will be
challenged to meet near-term operating margin targets, and the
potential use of high cash balances for shareholder-friendly
transactions and/or acquisitions.

Flextronics' meaningful reduction of revenue guidance for fiscal
2006 ended March 31, 2006, is due to delays in revenue from new
program ramps, weaker demand in all end markets except wireless
handsets, and faster than expected reduction in revenues from two
significant wireless handset customers.  Operating margins for the
second quarter, ended Sept. 30, 2005, were lower than Fitch had
expected, primarily as a result of costs associated with the
Nortel Networks integration and other product ramps, as well as
the divestiture of higher margin businesses.

Fitch believes the size and complexity of recent program wins,
including Nortel, may result in further delays in achieving
intermediate-term revenue and profitability improvement, as
winning components manufacturing services and transferring certain
activities to Flextronics' low-cost industrial parks are key to
expanding the company's addressable market and driving margin
expansion.

The ratings continue to reflect the company's industry-leading
cash conversion cycle, which has consistently contributed to
annual free cash flow and one of the industry's best-positioned
low-cost manufacturing footprints.  The ratings incorporate longer
term industry growth trends supported by increased penetration of
the manufacturing and design outsourcing model and expectations
that tier 1 electronics manufacturing services providers will
continue to benefit from original equipment manufacturers,
consolidating their EMS suppliers.

Ratings concerns center on integration risks related to the
acquisition of Nortel's manufacturing facilities, Flextronics'
acquisitive history and more aggressive operating strategy, and
increased operating leverage associated with the company's
vertical model.  The ratings also reflect the EMS industry's thin
operating margins and ongoing competition from original design
manufacturers.

Liquidity is sufficient to meet upcoming debt maturities and the
company generated significant free cash flow of approximately $327
million for the quarter, due mostly to lower working capital
requirements.

However, Fitch remains concerned about Flextronics' potential use
of cash for shareholder friendly transactions and/or acquisitions,
as the company is expected to remain acquisitive and indicated
that it will use the approximately $320 million of remaining net
proceeds from recent asset divestitures for share or debt
repurchases if these proceeds are not reinvested in its
businesses.

As of Sept. 30, 2005, Flextronics' liquidity was supported by
approximately $1.15 billion of cash and cash equivalents and an
undrawn $1.35 billion senior unsecured revolving credit facility
expiring 2010.  Additional sources of liquidity include a $250
million A/R program, expiring March 2006, of which approximately
$175 million was outstanding as of Sept. 30, 2005, and annual free
cash flow.

Flextronics' CCC continues to lead the tier 1 EMS industry but
increased to a Fitch-estimated 26 days, adjusting for A/R sales,
for the latest 12 months ended Sept. 30, 2005, from a record low
23 days at the end of fiscal 2004.  Total debt was approximately
$1.6 billion as of Sept. 30, 2005, and consisted primarily of $500
million 1% convertible subordinated notes due 2010, approximately
$400 million 6 1/2% senior subordinated notes due 2013,
approximately $462 million 6 1/4% senior subordinated notes due
2014, and $195 million zero-coupon convertible junior subordinated
notes due 2008.


GEORGETOWN STEEL: Trustee Has Until Jan. 31 to File Final Report
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of South Carolina gave
David O. Shelley, the Liquidating Trustee for the Georgetown Steel
Company, LLC, Liquidating Trust created under the confirmed
Amended Plan of Liquidation of Georgetown Steel Company, LLC, an
extension, until Jan. 31, 2006, to file his final report and
application for final decree in the Debtor's chapter 11 case.

The Court confirmed the Debtor's chapter 11 Plan on Oct. 20, 2004,
and the Plan took effect on Nov. 2, 2004.

Mr. Shelley gave the Court three reasons in support of the
extension:

   1) due to the significant monetary value of some of the
      remaining adversary proceedings, he anticipates discovery,
      summary judgment motions, possible trials, and notice
      periods involved in reaching final resolution of all the
      pending and soon to-be-filed adversary proceedings;

   2) the initial distribution to general unsecured creditors is
      anticipated to occur in the next 60 days and he has made
      significant progress in resolving claims and pursuing
      avoidance actions;  and

   3) the extension will not further delay the distribution to
      creditors under the confirmed Plan.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC, manufactured high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $50
million.  On Oct. 20, 2004, the Court confirmed the Debtor's
Amended Plan of Liquidation and that Plan became effective on
Nov. 2, 2004.  David O. Shelley is the Liquidating Trustee for the
Debtor's estate.  Robin C. Stanton, Esq., at McNair Law Firm,
P.A., represents the Liquidating Trustee.


GEORGETOWN STEEL: Trustee Wants Authority to Make Initial Payments
------------------------------------------------------------------          
David O. Shelley, the Liquidating Trustee for the Georgetown Steel
Company, LLC Liquidating Trust created under the confirmed Amended
Plan of Liquidation of Georgetown Steel Company, LLC, asks the
U.S. Bankruptcy Court for the District of South Carolina for
authority to distribute the Distribution Funds pursuant to the
exhibits attached in his request.

The Court confirmed the Debtor's chapter 11 Plan on Oct. 20, 2004,
and the Plan took effect on Nov. 2, 2004.

Mr. Shelley explains that he has substantially completed his
analysis of and objections to the claims filed against the
bankruptcy estate of Georgetown Steel and intends to make an
interim distribution in an approximate amount of $9,469,228 to the
general unsecured creditors of the Estate in Class 7, on a pro-
rata basis.  Mr. Shelley, upon consultation with the Liquidating
Trust Committee, is reserving funds for contingencies and the
costs necessary to complete the pursuit of Estate assets and close
the case.

       Exhibits of Creditors Scheduled for Distribution

The Exhibits contain the name of the creditors and the
distribution amount for their claims.

A. Exhibit A consists of Allowed Priority and Administrative
   Claims.

B. Exhibit B consists of Class 7 Allowed General Unsecured Claims
   and will receive their pro-rata share of the Distribution Funds
   and their pro-rata share of any other funds distributed in the
   future.  The estimated percentage distribution to be made on
   each allowed Class 7 claim in the initial distribution is
   13.623%.

C. Exhibit C consists of a Miscellaneous Claim Subject to the
   Preference Party Order is a priority claim subject to the
   temporary objection pursuant the Order Granting the Liquidating
   Trustee's Amended Objection to Claims of Preference Parties
   entered by the Court on July 15, 2005.  

D. Exhibit D consists of Class 6 Convenience Claims but are
   subject to the temporary objection pursuant to the Preference
   Party Order.

E. Exhibit E consists of Class 7 Allowed General Unsecured Claims
   but are subject to the temporary objection pursuant to the
   Preference Party Order.  When the Preference Party Order
   objections are resolved, the claimants will receive their
   pro-rata share of the Distribution Funds and their pro-rata
   share of any funds distributed in the future, less any funds
   due to the Estate as part of any order relating to the
   Preference Party Order.

F. Exhibit F consists of the International Mill Service Claim
   which is currently subject to both a substantive objection
   by the Liquidating Trustee and the Consent Order Relating to
   Amended Objection to Claim of Preference Parties by
   International Mill Service, Inc. entered by the Court on
   July 15, 2005.  

G. Exhibit G consists of recently filed Claims that are subject to
   pending objections by the Liquidating Trustee but are filed as
   Class 7 General Unsecured Claims.  When any of those Claims
   become Allowed Claims, the Liquidating Trustee will pay the
   claimants their pro-rata share based on the distribution in the
   Exhibit.

Full-text copies of Exhibits A through G are available for
free at:

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

The Court will convene a hearing at 10:30 a.m., tomorrow, Tuesday,
Nov. 1, 2005, to consider Mr. Shelley's request.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC, manufactured high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $50
million.  On Oct. 20, 2004, the Court confirmed the Debtor's
Amended Plan of Liquidation and that Plan became effective on
Nov. 2, 2004.  David O. Shelley is the Liquidating Trustee for the
Debtor's estate.  Robin C. Stanton, Esq., at McNair Law Firm,
P.A., represents the Liquidating Trustee.


GOODYEAR TIRE: Earns $142 Million of Net Income in Third Quarter
----------------------------------------------------------------
The Goodyear Tire & Rubber Company reported $142 million of net
income -- the highest quarterly result since the third quarter of
1998 -- reflecting record net sales and strong operating results
in the company's tire businesses.

The quarterly results were up substantially from the prior-year
period, when the company recorded net income of $38 million.

Record quarterly sales of $5.0 billion were a 7 percent increase
from $4.7 billion during the 2004 period.  The growth in sales
reflects improved pricing and product mix in each of the company's
businesses, higher volume in its international tire businesses,
and the favorable impact of currency translation.

Third quarter tire unit volume increased to 58.4 million units,
compared to 57.4 million units in the 2004 period, a 1.8% gain.

Third quarter total segment operating income increased 21.3% to
$330 million.

"All six of our business units achieved third quarter sales
records, and all of our tire businesses achieved improvements in
segment operating income compared to last year," said Chairman and
Chief Executive Officer Robert J. Keegan.

"This improvement, including a second consecutive $5 billion sales
quarter, is further evidence that we are executing to our plan,"
he said.  "Specifically, we are winning through our strategy
of focusing on high margin market segments and bringing
higher-margin, differentiated new products to market quickly.  
Our new-product focus was highlighted during the quarter by the
introduction of the Goodyear Fortera featuring TripleTred
technology in North America, the Dunlop Wintersport 3D in Europe,
and the early European success of the Goodyear UltraGrip 7 winter
tire."

Mr. Keegan said the strategy to focus on enhancing the company's
brand and product mix, together with increased pricing, has
enabled Goodyear to offset the impact of higher raw material
costs, which increased approximately $148 million compared to the
third quarter of 2004.

Goodyear's third quarter 2005 results include after-tax charges of
$10 million related to hurricanes Katrina and Rita.

Goodyear said the effects of these hurricanes in North America
principally have involved temporary reductions in production at
its North American Tire facilities due to disruption in the supply
of certain key raw materials.  The company's tire plants returned
to normal production levels in mid October and its Beaumont, Texas
chemical plant is operating at near capacity.  The continuing
impact of the hurricanes could result in future raw material
shortages, which could cause intermittent reductions in
production, although none are expected at this time.

"I am extremely pleased with the way our Business Continuity team
and our plant associates managed through the difficult
circumstances surrounding Hurricane Rita," Mr. Keegan said.
"Outstanding planning and execution helped minimize the financial
impact and kept our products flowing to our customers."

In addition to the hurricane-related charge, Goodyear's third
quarter 2005 results include an after-tax charge of $8 million for
rationalizations.  The quarter also included after-tax gains of
$25 million related to the sale of the company's Wingtack adhesive
resins business, and $14 million from an insurance settlement.

Third quarter 2004 results include net after-tax charges of
$32 million for rationalizations and accelerated depreciation, and
$9 million related to an accounting investigation and external
professional fees associated with Sarbanes-Oxley compliance.  The
quarter also included a favorable $44 million tax adjustment
related to the settlement of prior-year tax liabilities.

The company anticipates continued year-over-year gains in
operating performance in the fourth quarter, however the rate of
those gains is expected to be less than in the third quarter.

Net income for the first nine months of 2005 was $279 million
compared to a net loss of $10 million during the year-ago period.

Sales for the first nine months of 2005 were a record
$14.8 billion, an increase of 9.4 percent from $13.5 billion in
the 2004 period.  Tire unit volume was 170.7 million units, up
1.5 percent from a year ago.

Segment operating income reached $938 million, a 32.7 percent
increase compared to the first nine months of 2004.

A full-text copy of Goodyear's latest Form 10-Q filed with the
Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?295

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's
largest tire company.  Headquartered in Akron, the company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries.  It has marketing
operations in almost every country around the world.  Goodyear
employs more than 80,000 people worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,  
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.


GSI GROUP: Earns $2 Million of Net Income in Third Quarter
----------------------------------------------------------
GSI Group, Inc., (Nasdaq: GSIG and TSX: GSI) reported financial
results for the third quarter ended September 30, 2005.  

"GSI increased cash and investments by $15M this quarter, while
gross margins and EPS remained relatively strong, on a lower
revenue base indicative of our increased operating leverage," said
Charles Winston, President and CEO of GSI Group Inc.  "Although
the semiconductor equipment segment of our business slowed this
quarter, we are encouraged by stronger order activity and recent
reports of industry utilization of IC equipment at 98% for test
and assembly in September."
    
Gross Margins and EPS Remain Strong on a Lower Revenue Base

    * Sales were $62.6 million for the third quarter of 2005,
      compared to $66.9 million in the previous quarter.

    * Gross margin for the quarter was 39% of sales compared with
      41% in the prior quarter.

    * Net income was $2 million for the third quarter, compared to
      net income of $3.1 million in the previous quarter.
    
Segments Maintain Leverage by Managing Costs Effectively

    * Precision Motion segment reported sales of $36.5 million,
      compared to $34.2 million in the previous quarter.  
      Operating income was $5.5 million for the third quarter, an
      increase from $4.9 million in the previous quarter.  Gross
      margin was 41% compared to 42% in the previous quarter.

    * The Systems segment reported sales of $17.9 million,
      compared to $23.7 million during the previous quarter.  The
      segment contributed an operating profit of $0.7 million for
      the third quarter, as compared to $3.1 million in the
      previous quarter.  Gross margin was 35% as compared to 39%
      during the previous quarter.

    * Laser segment reported sales of $10.0 million, compared to
      $11.4 million during the previous quarter.  The segment had
      operating income of $0.1 million in the third quarter versus
      $0.8 million in the previous quarter.  Gross margin was 34%
      in the third quarter, compared to 36% during the previous
      quarter.
    
Other Key Metrics

    * Cash, cash equivalents and marketable investments increased
      $15.2 million to $93.5 million, from $78.3 million in the
      prior quarter.  This was primarily driven by the collection
      of $8.6 million in accounts receivable from several major
      semiconductor accounts and $5.8 million from the sale of a
      facility in Michigan.

    * Book to bill ratio was .97, down slightly from 1.04 in the
      prior quarter.

    * Backlog decreased 3% to $59.8 million, compared to
      $61.6 million in the previous quarter.

    * Bookings were $60.8 million for the quarter, a decrease of
      $8.8 million from the previous quarter.

    * Geographically, sales for the third quarter of 2005 were as
      follows: approximately 38% in the Americas, 43% in Asia &
      Japan and 19% in Europe.
    
Based in Assumption, Illinois, GSI Group Inc. is one of the
largest global manufacturers of grain storage bins and related
drying and handling systems, as well as capital equipment for
swine and poultry producers.  GSI markets its products in
approximately 75 countries through a network of more than 2,500
independent dealers to grain, protein producers and large
commercial businesses.  In May 2005, GSI was acquired by
Charlesbank Capital Partners, a Boston-based private equity firm
known for partnering with experienced management teams to grow
fundamentally strong businesses.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to GSI Group Inc.  At the same time, Standard &
Poor's assigned its 'B-' senior secured rating to the proposed
$125 million senior unsecured notes due in 2013, issued to redeem
GSI's existing senior subordinated notes and other debt. GSI is
the primary operating company.  All of the company's subsidiaries
will be designated restricted subsidiaries.  S&P says the outlook
is stable.

As reported in the Troubled Company Reporter on May 2, 2005,
Moody's Investors Service has assigned a B3 rating to the
proposed senior notes of The GSI Group, Inc., which will
be used to refinance existing indebtedness in connection with
the company's pending acquisition by GSI Holdings Corp. (an
affiliate of Charlesbank Capital Partners, LLC).  In addition,
Moody's has affirmed GSI's existing ratings, including its B2
senior implied rating, and assigned a speculative grade
liquidity rating of SGL-2.  Approximately $125 Million of rated
debt is affected.  Moody's says the rating outlook is stable.

These ratings were assigned:

   * $125 million senior notes due 2013, at B3;
   * Speculative grade liquidity rating, at SGL-2.

These ratings were affirmed:

   * Senior implied, at B2;
   * $100 million senior subordinated notes, at Caa1;
   * Senior unsecured issuer rating, at B3.


GUAM WATERWORKS: Fitch Assigns BB Rating to $103.8MM Revenue Bonds
------------------------------------------------------------------
Fitch assigns a rating of 'BB' to the Guam Waterworks Authority's
$103.8 million water and wastewater system revenue bonds, 2005
series.  The bonds are payable from a first lien on the net
revenues of the water and wastewater system.  The bonds are
scheduled to sell via negotiation through UBS Financial Services
Inc. the week of Nov. 14.  The Rating Outlook is Stable.

The 'BB' rating reflects the actions of the recently created
governing body to address system deficiencies and the oversight of
the federal Environmental Protection Agency to ensure favorable
performance in the future.  Historically, the system has been
plagued with weak financial performance and violations of the
federal Clean Water Act and Safe Drinking Water Act, which have
necessitated involvement at the federal regulatory level.

Since 2002 when the authority's governance was changed from an
appointed board to an elected governing board, Fitch believes
significant strides have been made toward ensuring stable
operations in the future.  However, Fitch is concerned about the
substantial capital needs that the authority must address in
accordance with strict near-term court-ordered deadlines, which
will require significant borrowing and rate increases.

EPA initiated legal proceedings to place the system in
receivership for failure to comply with outstanding consent
decrees in December 2002, immediately before the newly elected
five-member Consolidated Commission on Utilities took office in
January 2003.  Since taking office, the CCU has settled litigation
related to the authority's debt and is current in repayment of
these obligations, has petitioned and received sizeable rate
relief from the Public Utility Commission, hired an experienced
management team, reduced labor and operating costs by over 20%,
and expects the authority's first operating profit in fiscal 2005.

In response to the EPA lawsuit, the CCU negotiated a stipulated
order with the EPA in June 2003 that establishes definitive
milestones for improving the authority's management and
organization, operations, financial administration, facility
construction and rehabilitation, and staff training that will
bring the system back into regulatory compliance with the CWA and
SDWA.

From 1997-2002, the authority was a semi-autonomous agency of Guam
whose board members were appointed by the governor, and prior to
that was an agency of the government.  Over the last two decades,
deferred maintenance, along with natural disasters, has affected
operations, hindering the system's ability to comply with
regulatory requirements and leading to two consecutive consent
decrees from EPA, as well as substantial fines.  Coupled with
inadequate regulatory performance, the system faced continued
negative operating results during this period, due in large part
from lack of rate relief as well as sizeable bad debt write-offs.

By 2001 the authority's financial dilemma peaked with a $9 million
judgment lodged against the authority for failure to pay water
services provided by the U.S. Navy, a restructured $3.5 million
line of credit through a private vendor, and around $12 million in
repayment obligations to the Guam Power Authority -- revenue bonds
rated 'BB+' with a Negative Outlook by Fitch -- for cash flow
borrowings and power costs in arrears.

Capital costs associated with the stipulated order as well as
other remedial improvements total over $230 million through fiscal
2009. The capital improvement plan will be funded largely from
debt, including this offering and another $109 million sale
expected in November 2006, along with system revenues and
anticipated grants.  The current issue will also discharge a
short-term loan related to the GPA, as well as a loan used for
replacement of meters.  Debt levels are currently modest, but are
expected to increase dramatically by fiscal 2009 and exceed $5,400
per customer, well above most investment grade credits.

To fund the CIP and ensure adequate ongoing financial performance,
the authority expects to petition the PUC for rate increases
totaling as much as 40% through fiscal 2009.  In October 2004, the
PUC approved the authority's request for 1.75 times debt service
coverage for future debt.  This came after the PUC approved two
rate increases in 2005 that raised rates 14%, the first rate
increases in over 10 years.

The CCU also approved a five-year rate plan for formal submission
to the PUC in August 2005, which the PUC has acknowledged but has
chosen to review each year's request rather than approve all five
years at once.  The authority now is filing its request to the PUC
for an 8% rate increase to take effect January 2006.

While the CCU's and PUC's actions signal a willingness to continue
raising rates, Fitch notes that the authority may face political
pressure to moderate future increases, given that current charges
are just over 2% of median household income and proposed
adjustments will likely outpace growth in customer income levels
by a wide margin although the government has statutorily agreed
not to take any action that would impair bondholders.

Financial performance through fiscal 2009 is projected to be
favorable with sound coverage at no less than 2.1x annual debt
service.  Liquidity, which was as low as 13 days of operating
expenditures in current cash and investments in fiscal 2001, has
improved to an estimated 60 days for fiscal 2005 and is expected
to exceed 120 days by fiscal 2009.

The authority has covenanted in its bond documents to accumulate
an operating, maintenance, renewal and replacement reserve equal
to 25% of budgeted annual operations and maintenance expenses, and
for fiscal 2005 the balance of this fund was around $2 million.  
The authority has also established a rate stabilization trust fund
as required by the PUC, maintaining approximately $2 million at
fiscal year-end 2005.

Guam is the westernmost territory of the U.S. and is the
southernmost island of the Marianas archipelago in the Pacific.  
Because of its strategic location, U.S. military operations
historically have been the main economic engine of the island.  

However, over the last several decades Guam has developed a
sizeable tourism sector, primarily drawing visitors from Asia, and
Japan in particular.  Since the peak of visitor arrivals in 1997,
Guam has experienced a series of economic hardships and natural
disasters, including several typhoons, the threat of the SARS
disease, worldwide terrorism, and, most prominently, the Asian
economic recession that reduced income levels by 11% from 1999-
2003.  Enplanements and hotel occupancy appear to be rebounding,
and over $1 billion of military construction activity is expected
through 2010.However, the island's limited economic base and the
likelihood of future natural calamities is a credit concern.


IGIA INC: Incurs $152,003 Net Loss in Quarter Ended Aug. 31
-----------------------------------------------------------
IGIA, Inc., delivered its financial results for the quarter ended
Aug. 31, 2005, to the Securities and Exchange Commission on Oct.
17, 2005.

IGIA incurred a $152,003 net loss for the three months ended Aug.
31, 2005, compared to a $6,061,998 net loss for the same period in
2004.  The Company's net loss for the six months ended Aug. 31,
2005, was $3,046,035 in contrast to a $5,826,131 net loss for the
comparable period in 2004.  The Company reduced the net loss in
the six months ended Aug. 31, 2005 primarily by increasing its
revenues and gross profit.

IGIA's balance sheet showed $4,743,701 of assets at Aug. 31, 2005,
and liabilities totaling $20,043,441, resulting in a stockholders'
deficit of $15,299,740.  As of Aug. 31, 2005, IGIA had a $15.1
million working capital deficit. The Company's cash position at
Aug. 31, 2005, was $61,073 as compared to $2,160 at Feb. 28, 2005.

                    Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about IGIA's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended February 28, 2005.  The auditing firm pointed to the
Company's recurring losses from operation, net capital deficiency
and Tactica International, Inc.'s chapter 11 filing.

Tactica, which accounted for all of IGIA's operations, sought
protection from its creditors under chapter 11 of the Bankruptcy
Code on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No. 04-16805).  
Tactica filed a Plan of Reorganization in July 2005.  IGIA is
Tactica's DIP lender.   

Management says that operating Tactica within the constraints of
its bankruptcy reorganization in addition to IGIA's working
capital and stockholders' deficits increases the difficulty in the
Company's meeting its goals.

                        About IGIA

Headquartered in New York City, IGIA, Inc., engages in the design,
development, import, and distribution of personal care and
household products in the United States and Canada through its
wholly owned subsidiary.  The Company purchases its products from
unaffiliated manufacturers most of which are located in the
People's Republic of China and the United States.


IMAGISTICS INT'L: Acquisition Cues Moody's to Withdraw Ba1 Ratings
------------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Imagistics
International Inc. following the completion of the company's
acquisition by Oce N.V.

Oce, a Netherlands based company, is a leading supplier of
products and services for professional printing and document
management services . Oce is not rated by Moody's.  All of
Imagistics' rated debt was repaid in connection with the
acquisition.

Moody's withdrew these ratings:

   * $95 million senior secured revolving credit facility
     due 2006, Ba1

   * $53 million senior secured term loan due 2007, Ba1

   * Corporate family rating, Ba1

Headquartered in Trumbull, Connecticut, Imagistics is a large
direct sales, service and marketing organization offering business
document imaging and management solutions including:

   * copiers,
   * multifunctional products, and
   * facsimile machines in the:

     -- United States,
     -- the United Kingdom, and
     -- parts of Canada.


INEX PHARMACEUTICALS: Court Nixes Involuntary Bankruptcy Petition
-----------------------------------------------------------------
The B.C. Supreme Court has dismissed the bankruptcy petition
brought forward by Stark Trading and Shepherd Investments
International Ltd. for Inex Pharmaceuticals Corporation (TSX:
IEX).

Stark is the majority holder of certain promissory notes issued by
Inex International Holdings, a subsidiary of INEX.  The promissory
notes are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at maturity.

INEX is continuing to operate its business of advancing its
products through development to maximize the value of its assets.  
This includes ongoing partnering discussions for Marqibo and
advancing the others products in the Company's pipeline through
partnering and internal development.

INEX Pharmaceuticals Corporation -- http://www.inexpharm.com/--  
is a Canadian biopharmaceutical company developing and
commercializing proprietary drugs and drug delivery systems to
improve the treatment of cancer.


JEROME-DUNCAN: Committee Wants Court to Hold Debtor In Contempt
---------------------------------------------------------------
Pursuant to a subpoena issued on September 30 by the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, Jerome-Duncan Inc. produced some documents that its  
Official Committee of Unsecured Creditors wanted.  The Debtor
didn't submit everything the panel wanted.

The Committee asserts that the Debtor failed to provide any
adequate excuse for its failure to obey the subpoena.

Accordingly, the Committee asks the Bankruptcy Court:

   a) to compel the Debtor to produce all of the documents that
      the panel wants to examine;

   b) to hold the Debtor in contempt for failing to abide by the
      subpoena; and

   c) to award the Committee reasonable fees and costs for having
      to compel production of the documents.

A list of the documents that the Committee says the Debtor failed
to produce is available for free at:
    
          http://bankrupt.com/misc/Jerome-Duncan.Docs.pdf

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: Good Performance Prompts S&P to Lift Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on JLG
Industries Inc., including the corporate credit rating, which rose
to 'BB' from 'BB-'.  Meanwhile, the unsecured debt rating was
raised to 'BB' from 'B+', a two-notch upgrade that reflects the
improved position of the unsecured notes in the capital structure.  
The outlook is stable.

"The rating action reflects the company's improved operating
performance and better credit profile, stemming from the cyclical
upturn in JLG's end markets and the company's demonstration of
disciplined financial policies," said Standard & Poor's credit
analyst John Sico.

The company should also benefit from its recently announced
strategic alliance with Caterpillar, the world's largest
construction and mining equipment manufacturer, whereby JLG will
produce Cat-branded telescopic material handlers for the company.

Hagerstown, Maryland-based JLG Industries Inc. had total balance
sheet debt of $225 million at July 31, 2005, with its Access
Financial Solutions Inc. subsidiary accounted for on an equity
basis.

The ratings on JLG overall reflect the company's weak business
risk profile and aggressive financial profile as a manufacturer of
access and material handling equipment for the cyclical
construction equipment and rental markets.  The business position
partially reflects JLG's narrow focus on construction equipment,
which makes the company vulnerable to the cyclical, seasonal, and
highly competitive pressures of the industrial and construction
end markets.

JLG's concentrated customer base, heavily composed of rental
equipment companies, presents additional risk, although the
ultimate customer base is diverse and JLG is focusing on selling
to other channels.  JLG's operations reflect some geographic
diversity, as it has lessened its dependence on the U.S. in recent
years.

The credit risks are mitigated by several positive business
characteristics.  JLG is the global leader in the manufacture of
aerial work platforms and the third-largest manufacturer of
telehandlers.  JLG's brands are well regarded, and the company is
recognized for its innovative product development.

Although exposed to cyclical swings in the economy, the access
equipment market is expected to expand globally over the long term
as customers outside the U.S. increasingly recognize the economic
value of workplace safety.  This trend will support investment in
access equipment as an alternative to scaffolding.

JLG's financing subsidiary, Access Financial Solutions Inc., adds
incremental risk.  However, the receivables quality for AFS has
been satisfactory.  Furthermore, JLG has reduced its dependence on
AFS, using more third-party funding sources, and this has lessened
its future exposure to credit risk.

JLG's revenues have increased because strong utilization and
rental rates are driving the demand for rental fleet replacement.  
The revenue expansion also reflects contributions from the
OmniQuip Inc. acquisition, completed in fiscal 2004.

Sales in the fiscal fourth quarter increased for all of the
company's product categories, including aerial work platforms,
telehandlers, and excavators, and also increased in the service
parts business.  The company's order backlog, which totaled
$630 million at July 31, 2005, should support continued
near-term revenue strength.

JLG's steel expenses have increased in the past year, rising
to $65 million in unrecovered costs, and this has pressured
margins.  To better manage higher steel costs and related
supplier shortages, both of which created inefficiencies in
fiscal 2004, JLG implemented steel surcharges and base price
increases totaling 11%.


KAISER ALUMINUM: Wants Clark Public Utilities Claims Disallowed
---------------------------------------------------------------
As previously reported, Public Utility No. 1 of Clark County,
doing business as Clark Public Utilities, filed general unsecured
claims against Kaiser Aluminum & Chemical Corporation:

    a. Claim Nos. 3122 in an unliquidated amount for certain
       refund ordered by the Federal Energy Regulatory Commission
       in an action commenced by Puget Sound Energy, Inc., a
       utility company in the Pacific Northwest; and

    b. Claim No. 7245 for $63,716,317 for certain disgorgement
       ordered by the FERC for making a jurisdictional sale of
       power without prior FERC authorization in violation of the
       Federal Power Act.

Clark is a customer-owned municipal corporation that provides
electricity to 160,000 customers in Clark County, Washington.
Clark purchased all of its power through requirements contracts
with the Bonneville Power Administration, the sole federal power
marketing agency in the Pacific Northwest and the region's major
wholesaler of electricity.

In late 1996, however, Clark began purchasing power from other
suppliers.  Clark timed its agreements with these suppliers so
that the agreements would expire on July 31, 2001, to coincide
with the expiration of its supply contract with the BPA.  Due to
a change in the termination date of Clark's contracts with the
BPA, it created a two-month gap before the BPA can commence
supplying power under a new contract.  So, Clark searched for a
source of power for the months of August and September 2001.

                    Kaiser Power Sales Agreement

KACC, like Clark, purchases power from the BPA to operate its
aluminum rolling mill and smelters in the state of Washington.
As a result of business conditions, KACC reduced production at
its Washington facilities and, as a direct result, curtailed its
power purchases from the BPA.

In January 2001, a consultant contacted KACC on behalf of Clark.
The consultant was aware that because of KACC's reduced
operations at its Washington facilities, the BPA might have a
block of federal power for sale that would otherwise belong to
KACC.

After the consultant and KACC negotiated regarding what would be
an acceptable price for Clark's purchase of the available power,
KACC outlined how the sale from the BPA to Clark might be
implemented.  KACC also notified the BPA that it intended to
curtail its purchases under its power sales agreement with the
BPA for the months of August and September 2001 and identified
Clark as a potential purchaser of the curtailed power.

Consequently, the BPA elected to sell Clark a block of power
pursuant to KACC's PSA for the two-month gap commencing on
August 1, 2001, and terminating on September 30, 2001.

                      Puget Sound Proceedings

On October 26, 2000, Puget Sound filed a complaint with the FERC
seeking the imposition of a cap on the price that could be
charged for energy sold under the Western Systems Power Pool
Agreement into Pacific Northwest Power Markets.

As a result, the FERC's Chief Administrative Law Judge in the
Puget Sound Proceedings initiated an evidentiary proceeding to
develop a factual record on whether there might have been unjust
and unreasonable charges for spot market bilateral sales of
energy in the Pacific Northwest from December 25, 2000, through
June 20, 2001.

Clark intervened in the Puget Sound Proceedings.  Clark alleged
that KACC violated the FPA by charging unjust and unreasonable
rates for the power that the public utility purchased for August
and September 2001.  Clark asked the FERC to compel KACC to
refund any amounts charged in excess of a just and reasonable
rate.

In September 2001, the ALJ concluded that:

    -- the prices in the Pacific Northwest during the relevant
       time period were the result of a number of factors,
       including a shortage of supply, excess demand, a drought,
       increased natural gas prices and price signals from
       California markets; and

    -- the Pacific Northwest was a competitive market, and that
       the transactions at issue in the case resulted from
       bilateral agreements between the parties.

Accordingly, the ALJ found that no refunds were due to Clark, and
recommended that the FERC terminate the Puget Sound Proceedings.

                Clark's Attempts to Pursue Discovery

On June 14, 2002, Clark asked the U.S. Bankruptcy Court for the
District of Delaware to modify the automatic stay to:

     (i) allow the FERC to issue orders allowing additional
         discovery in the Puget Sound Proceedings; and

    (ii) permit Clark to pursue an additional claim against KACC
         for violation of the FPA.

The Official Committee of Unsecured Creditors and KACC objected
to Clark's request, arguing that the stay should at least be
maintained until the FERC ruled on the ALJ's Recommendations and
Proposed Findings of Fact.  The Bankruptcy Court denied Clark's
stay request.

On December 19, 2002, in the wake of disclosures regarding Enron
Corporation's manipulation of wholesale electrical prices in the
California market, the FERC granted a request filed by the City
of Tacoma, Washington, to reopen the evidentiary record in the
Puget Sound Proceedings.  The FERC issued an order allowing
parties in the Puget Sound Proceedings to conduct additional
discovery and submit any additional evidence to the FERC by
February 28, 2003.

On January 7, 2003, Clark again asked for stay relief.  The
Bankruptcy Court denied the request but allowed Clark to seek
clarification from the FERC as to whether the Discovery Order
applied to Clark's dispute with KACC.

The FERC clarified that it would be appropriate, subject to
Bankruptcy Court authorization, to allow Clark to seek additional
discovery regarding its transaction with KACC.  Consequently, the
Bankruptcy Court issued an oral order granting Clark limited
discovery regarding its transaction with KACC.

                Kaiser Wants Clark Claim Disallowed

On June 25, 2003, the FERC issued a decision terminating the
Puget Sound Proceedings and denying refunds to any party as the
equities do not justify refunds."

Determined not to take its case without recourse, Clark asked the
Bankruptcy Court for a rehearing, as a jurisdictional
prerequisite to an appeal of the FERC's decision to the U.S.
Circuit Court of Appeals.  The Bankruptcy Court denied Clark's
request.

Since the FERC dismissed the Puget Sound Proceedings and
expressly refused to order any refunds, including any refund to
Clark, Kimberly D. Newmarch, Esq., at Richards, Layton & Finger,
in Wilmington, Delaware, asserts that KACC has no liability on
the Clark Claims.

Pursuant to Section 101 of the Bankruptcy Code, a creditor holds
a claim against a bankruptcy estate only to the extent that it
has a "right to payment" for the asserted liability, Ms. Newmarch
explains.  By contrast, there is no right to payment -- and
therefore no claim -- where the asserted liabilities are not due
and owing by a debtor.

Hence, KACC asks the Court to disallow and expunge Clark's Claim
Nos. 3122 and 7245.

                          Clark Objects

"The June 25th Decision in the Puget Sound Proceeding made only
one clear decision: that the determination of whether electrical
power providers charged unjust and unreasonable rates was too
complex.  That decision is on appeal, and until that appeal is
resolved in some form or fashion by the Court of Appeals for the
Ninth Circuit or FERC, Clark's Claim No. 3122 is not resolved and
cannot be disallowed," Frederick B. Rosner, Esq., at Jaspan
Schlesinger & Hoffman LLP, in Wilmington, Delaware, tells Judge
Fitzgerald.

Additionally, the FERC did not adjudicate in its decision the
issue of whether Kaiser was an unauthorized seller under the FPA
of electrical power to Clark, Mr. Rosner points out.  Thus,
Clark's Claim No. 7245 is ready to move forward.  Any attempt by
Kaiser to argue to the contrary is inequitable.

Mr. Rosner contends that Kaiser either misunderstands or
misrepresents the nature of the Puget Sound Proceeding and the
effect that the June 25 Decision has on Clark's Claims.

"Clark's inability to participate in the appeal of the June 25th
Decision -- due to [the Bankruptcy] Court's denial of Clark's
request for rehearing with FERC -- does not eliminate Clark from
benefiting from any affirmative relief that the Ninth Circuit
Court of Appeals, or FERC, may order once the appeal process is
complete," Mr. Rosner asserts.

Moreover, Kaiser also attempts to characterize the scope of the
Puget Sound Proceeding as much broader than it is, by arguing
that it applies to Claim No. 7245, which represents a separate
and distinct claim under the FPA, Mr. Rosner contends.

"If Kaiser is found to have participated in an unauthorized sale
under the FPA, then Kaiser must disgorge the profits it received
from that sale, regardless of whether the rate charged by Kaiser
was just and reasonable," Mr. Rosner says.  "The unauthorized
sale of power was not an issue that was appropriate to raise in
the Puget Sound Proceeding.  As such, no adjudicative body has
heard substantive arguments or been able to decide whether Kaiser
must disgorge its profits from the power sale."

Because Kaiser prematurely objects to Claim No. 3122, and has not
objected to Claim No. 7245 on any substantive basis, Clark asks
Judge Fitzgerald to deny the Debtors' request.

          Clark Wants Bankruptcy Court Reference Withdrawn

Clark Public Utilities appeared before the U.S. District Court
for the District of Delaware to seek withdrawal of the reference
to the Bankruptcy Court of the Debtors' request to disallow its
claims.  Clark wants the Debtors' Claim Objection heard and ruled
upon by the District Court or referred to the FERC.

Clark also seeks a determination that the Claim Objection is a
non-core proceeding.

Mr. Rosner explains that to resolve the substantive issues
underlying Clark's proofs of claim, the Bankruptcy Court will
have to delve deeply into the FPA and certain regulations
promulgated by the FERC.  The precise substantive legal issues
that must be decided to resolve the Claims are whether Kaiser:

    (a) was a "seller" of power in a transaction governed by the
        FPA;

    (b) sold power without authority; and

    (c) charged an "unjust and unreasonable" rate for that power.

Mr. Rosner contends that legal resolution of the disparate
agreements between Clark and Kaiser requires substantial and
material interpretation and implementation of the FPA, the FERC's
prior rulings and rules, and the policy considerations
surrounding the federally regulated energy market.  That
interpretation and implementation should be performed by the
District Court pursuant to Section 157(d) of the Judiciary
Procedures Code, Mr. Rosner asserts.

Moreover, the legal determination of whether a seller of
electrical power has charged a just and reasonable rate under the
FPA falls within the FERC's exclusive jurisdiction, Mr. Rosner
points out.  That determination is currently before the Court of
Appeals for the Ninth Circuit.

Although Clark is not a party to the Ninth Circuit Appeal, Mr.
Rosner says this does not affect Clark's right to relief as an
affected entity under any FERC Order on remand from the Ninth
Circuit if it grants the appeal of the Puget Sound Proceeding.
Therefore, Clark's Unreasonable Rate Claim must be decided by the
District Court or preserved until the time as the FERC both
decides that the Transaction is properly before it in the Puget
Sound Proceeding and establishes the just and reasonable rate.

Mr. Rosner also points out that although the actual disallowance
of Clark's proofs of claim is a core matter under Section
157(b)(2)(B) of the Judiciary Code, the substantive determination
of the legal issues is non-core and does not fall within the
Bankruptcy Court's jurisdiction.  The rights asserted in Clark's
proofs of claim are exclusively from the FPA and have no
relationship with Chapter 11.  Clark's Claims are non-core
because they are not claims that could only arise in the context
of a bankruptcy case.

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 LMC & Castlewood Settlement Approved
-----------------------------------------------------------
As previously reported, Kaiser Aluminum & Chemical Corporation
commenced three separate actions against certain of its insurers,
including Certain London Market Companies and Certain Castlewood
Companies, in the Superior Court of California for the County of
San Francisco:

    1. Kaiser Aluminum & Chemical Corp. v. Mendes & Mount, et al.,
       Case No. 897055 -- the Ships Coverage Action;

    2. Kaiser Aluminum & Chemical Corporation v. Certain
       Underwriters at Lloyds, London, Case No. 31241 -- the
       Products Coverage Action; and

    3. Kaiser Aluminum & Chemical Corp. v. Insurance Company of
       North America, et al., Case No. 322710 -- the Premises
       Coverage Action.

The Ships Coverage Action was instituted in September 1988, and
involves insurance coverage that spans from 1945 to 1959 and 14
policies.  KACC seeks a declaratory judgment that the Insurers are
obligated to cover asbestos-related bodily injury claims asserted
against KACC relating to ships it built or shipyards it owned and
operated.  KACC and the Insurers have entered into a tolling
agreement staying the prosecution of the lawsuit.

The Products Coverage Action was commenced in May 2000, and
involves insurance coverage from 1959 to 1985 and more than 300
insurance policies.  KACC seeks a declaratory judgment that the
Insurers are obligated to cover the asbestos-related bodily injury
products liability claims that have been asserted against it.  If
successful, the Products Coverage Action will:

    -- establish KACC's rights, and the Insurers' obligations,
       with respect to the Asbestos Products Claims; and

    -- allow KACC to recover its costs from the Insurers in
       connection with the defense and settlement of the Asbestos
       Products Claims.

The Premises Coverage Action involves a more limited number of
insurers.  KACC seeks a declaratory judgment that the Insurers are
obligated to cover claims against it for injury resulting from
exposure to hazardous product or condition at a facility it owned
and operated.

The London Market Companies severally subscribe as insurer on
certain insurance policies, including 46 policies that provide
excess insurance coverage to KACC that spans from 1945 to 1988.

The Castlewood Companies severally subscribe as insurer on certain
London Market insurance policies, including, but not limited to,
26 policies that provide excess insurance coverage to KACC that
spans from 1957 to 1990.

KACC engaged in arm's-length and good faith negotiations to settle
the Actions.  These talks culminated in separate settlement
agreements among the Debtors, the London Market Companies, and the
Castlewood Companies.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, says the Settlement Agreements resolve
KACC's claims against the London Market Companies and the
Castlewood Companies with respect to the disputed policies,
including coverage for Channeled Personal Injury Claims, as well
as other present and future liabilities, except for certain
potential future claims.  The Settlement Agreements also will:

    (a) eliminate KACC's continuing costs of prosecuting the
        Products Coverage Action and Premises Coverage Action
        against the London Market Companies and the Castlewood
        Companies;

    (b) eliminate uncertainty regarding future payments by the
        London Market Companies; and

    (c) secure the payment of a total fixed amount from the London
        Market Companies and the Castlewood Companies without
        further delay and cost to KACC.

Hence, the Debtors ask the U.S. Bankruptcy Court for the District
of Delaware to approve the Settlement Agreements.

               Settlement Pacts with LMC & Castlewood

The principal terms of the Settlement Agreements are essentially
similar.  London Market Companies will pay KACC $63,319,134 while
Castlewood Companies will pay $7,326,573.  The Insurers will pay
50% of the amount into a settlement account immediately upon
approval of the Settlement Agreements.  The remaining half will be
paid when the Plan of Reorganization is confirmed and the Asbestos
Trust begins payment on the claims.

The salient terms governing the Settlement Agreements are:

    a. Upon the Trigger Date, the London Marker Companies and
       Castlewood Settlement Fund will be transferred to an
       Insurance Escrow Account established pursuant to a prior
       Court order.  The Trigger Date will be the later of:

       -- the Order approving the Settlement Agreements becomes a
          Final Order;

       -- the Order confirming the Debtors' Plan of
          Reorganization becomes a Final Order; and

       -- the occurrence of the Plan Effective Date.

       Upon the transfer of the Settlement Funds to the Insurance
       Escrow Accounts, legal and equitable title to each
       Settlement Fund will pass irrevocably to the Insurance
       Escrow Agents to be distributed pursuant to the Plan of
       Reorganization;

    b. KACC will release all of its rights under the Policies,
       subject to certain conditions and to dismiss the London
       Market Companies and the Castlewood Companies from the
       Products Coverage Action, the Premises Coverage Action and
       the Ships Coverage Action;

    c. The Settlement Agreements cover all claims that might be
       covered by the Policies and, accordingly, constitute a
       policy buy-out of the London Market Companies' and the
       Castlewood Companies' participation shares in the Policies,
       except for the Aviation Products Policies as to which KACC
       retains certain rights; and

    e. The Settlement Agreements contain certain rights of
       termination, including if Asbestos Legislation were to be
       enacted into a law by December 31, 2005.

The parties also entered into separate agreements that provide for
the creation of the Settlement Account and disbursement of the
Settlement Fund to the Insurance Escrow Account on the Trigger
Date.  The Settlement Account Agreements are incorporated as part
of each of the Settlement Agreements.

A full-text copy of the London Market Companies Settlement
Agreement is available at no cost at:

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

A full-text copy of the Castlewood Companies Settlement Agreement
is available at no cost at:

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

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)


KIMPEL'S JEWELRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kimpel's Jewelry & Gifts, Inc.
        111 Columbiana Plaza
        Columbiana, Ohio 44408

Bankruptcy Case No.: 05-49330

Type of Business: The Debtor sells and designs jewelries.
                  See http://www.kimpels.com/

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Melody Dugic Gazda, Esq.
                  Richard G. Zellers, Esq.
                  Luckhart, Mumaw, Zellers & Robinson
                  3810 Starrs Centre Drive
                  Canfield, Ohio 44406
                  Tel: (330) 702-0780
                  Fax: (330) 702-0788

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
   ------                     ---------------       ------------
National City Bank                                      $295,000
20 Federal Plaza
Youngstown, OH 44503

Mark Thompson                                           $151,863
139 South Main Street
Columbiana, OH 44408

Luther Thompson                                         $151,863
139 South Main Street
Columbiana, OH 44408

Ohio Department of Taxation                             $113,943

Perpetual Savings Bank                                  $103,772

Aniess Co.                                               $57,296

WF Business Direct            Credit Card Purchases      $55,000

A. Jaffe                                                 $33,577

MBNA America                                             $30,600

Hill, Barth & King                                       $24,870

Advanta Bank Corp.                                       $23,595

D'Annunzio LLC                                           $21,140

Mason Wolf Co., Inc.                                     $19,836

Linda S. Bolon, Treasurer                                $19,210

Kasper & Esh, Inc.                                       $18,855

Rego                                                     $18,854

Cyma Watch                                               $15,131

SBC                                                      $12,119

Barnett Davis                                            $10,596

Plat Plus for Business                                   $10,000


KMART CORP: Jeri Fisher Wants to Proceed with Arizona Lawsuit
-------------------------------------------------------------
On December 14, 2001, Jeri Lynn Fisher filed a lawsuit against
Kmart Corporation in the Superior Court of Arizona in the County
of Navajo.  The lawsuit was stayed as a result of Kmart's
bankruptcy proceedings.

James W. Hill, Esq., in Phoenix, Arizona, relates that Ms. Fisher
timely filed a proof of claim against Kmart.  Ms. Fisher opted to
resolve her claim through trial.  Kmart subsequently served Ms.
Fisher numerous pleadings, which, however, did not pertain to Ms.
Fisher's claims.  The Claimant made several inquiries, but Kmart
ignored her requests.

Ms. Fisher asks the U.S. Bankruptcy Court for the Northern
District of Illinois to lift the stay to allow her lawsuit to
proceed.

Mr. Hill asserts that allowing Ms. Fisher to proceed with her
case, will, in the best-case scenario, not take Kmart in excess of
$10,000,000, which amount is "a drop in the bucket" compared to
the multi-billion dollar amount involved in Kmart's transaction
with Sears & Roebuck.

Mr. Hill adds that the modification of the stay is justified,
based on the gross misconduct by Kmart when it ignored Ms.
Fisher's numerous inquiries.

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: Settles Dispute Over Cydcor's $2.6 Million Claim
------------------------------------------------------------
As reported in the Troubled Company Reporter on July 19, 2005,
Bruce E. Lithgow, Esq., at Bell, Boyd & Lloyd LLC, in Chicago,
Illinois, related that Cydcor Limited timely filed Claim No. 40185
for $3,307,786 on account of a valid prepetition debt owed by
Kmart Corporation.  Cydcor has since filed an amended proof of
claim -- Claim No. 57655 -- to reduce the amount to $3,269,888,
comprising of two components due for Cydcor's solicitations on
Kmart's behalf:

   * $1,263,737 for solicitation of credit card applications; and

   * $2,006,151 for solicitation of "School Spirit" enrollment
     forms.

Mr. Lithgow told Judge Sonderby that Kmart incorrectly asserts
that the Claim is the subject of pending litigation, making it
meritless.  In reality, the Claim has never been the subject of
litigation against Kmart and is genuinely grounded on a
prepetition debt owing from Kmart for prepetition services fully
performed by Cydcor.

Mr. Lithgow said that the Objection rests entirely on the bare,
unsupported assertion that "Kmart believes that the [Cydcor claim]
ha[s] no merit and that Kmart has no liability for [it]."  This
bare assertion is insufficient to rebut Cydcor's properly filed
claim, Mr. Lithgow contends.

Thus, Cydcor asked the U.S. Bankruptcy Court for the Northern
District of Illinois to overrule the Objection in its entirety.

                            *    *    *

Cydcor Limited, Inc., and Kmart Corporation inform the Court that
they have resolved their dispute with respect to Cydcor's Claim
Nos. 40185, 43671, and 57655.

Accordingly, the Court allows the Claims as a Class 5 general
unsecured non-priority claim for $2,600,000, which will be
satisfied in accordance with the Plan.

Each of the parties are forever barred from asserting, collecting,
or seeking to collect any claims against each other and each of
their successors and assigns relating in any way to the 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)


LAUXMONT REALTY: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lauxmont Realty LP
        P.O. Box 10
        Wrightsville, Pennsylvania 17368

Bankruptcy Case No.: 05-09062

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Craig A. Diehl, Esq.
                  Law Offices of Craig A. Diehl
                  3464 Trindle Road
                  Camp Hill, Pennsylvania 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293

Total Assets: $1,665,000

Total Debts:  $1,369,620

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
York County Tax Claim Bureau     Real Estate Taxes      $21,941
100 West Market Street, Suite B01
York, PA 17401-1313

Pae Fortna Auctioneers           Commission             Unknown
c/o Kerry Pae Auctioneers
2 Chickadee Circle
Palmyra, PA 17078


LENNOX INT'L: Moody's Affirms Corporate Family Rating at Ba2
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Lennox
International Inc. including the company's Ba2 corporate family
rating, and changed the outlook to positive from stable.

Lennox's ratings reflect the company's:

   * recent robust sales growth;
   * good free cash flow generation;
   * strong market position; and
   * well-known brand names.

At the same time, the ratings are impacted by the company's
exposure to the cyclical new construction and replacement markets,
representing 40% and 60% of sales, respectively.  Additionally,
Moody's takes into consideration the company's ability to pass
through raw material price increases in a timely fashion and the
impact of 13 SEER standard, which will be mandatory in January
2006, on the company's sales generation.

The change in outlook to positive from stable is based on the
company's significant balance sheet de-levering and expectations
in continued conservative balance sheet management.  Lennox
recently converted its 6 1/4 % convertible subordinated notes to
the company's common stock thereby reducing the debt balances and
improving credit metrics.  The conversion reduced the company's
pro forma debt to revenues and debt to EBITDA for the LTM period
ended June 30, 2005 to 17.8% and 2 times from 22.4% and 2.5 times
for the same time period, respectively.  Moody's notes that the
company's financial statements are adjusted by using standard
adjustments per Moody's Ratings Methodology report dated July
2005.

These ratings have been affirmed:

   * (P)Ba3 senior, (P)B1 senior subordinated and subordinated;

   * (P)B2 preferred and preference stock ratings on the company's
     $250 million universal shelf registration; and

   * Ba2 corporate family rating.

As a result of hot summer weather and the strength in the new
construction market Lennox experienced robust demand for its
products, reporting record sales and net income figures.  In the
third quarter 2005, the company's revenue increased approximately
20% to $928 million from $772 million year over year.  The company
has also revised its revenue growth for the full year 2005 to
approximately 10% compared to 2004 revenue growth of approximately
6.9%.  Lennox has also been generating healthy free cash flow, for
the LTM period ended June 30, 2005 the company's adjusted free
cash flow was approximately $133 million and for the third quarter
2005 the company reported $73 million in free cash flow.

In addition to the strong sales growth and free cash flow
generation, Lennox's ratings also benefit from the company's well-
known brand names (e.g., Lennox r and Armstrong r) and the
company's strong market share in the:

   * heating,
   * ventilation,
   * air conditioning, and
   * refrigeration market.

The company's market share in the domestic residential and
commercial HVAC market is approximately 14% and 16%, respectively.

Lennox's ratings are constrained by the company's exposure to the
cyclical new construction and residential markets in which some
softening could be observed in the near future due to a higher
interest rate environment and declining consumer sentiment.  The
transition to the 13 SEER standard in January 2006 could have a
negative impact on the company's sales to the new construction
market as the homebuilders, in order to maintain their margins,
could attempt to trade down from Lennox's products.

Additionally, although the company has been successful in passing
through increasing raw material costs by raising prices
approximately 5%, Moody's remains concerned with the company's
ability to offset all input cost increases by raising its product
prices in a timely fashion.

Lennox's ratings and/or outlook could improve if there is
sustainable expansion in operating margins and in EBITDA
generation.  The ratings and/or outlook could be pressured by
substantial debt financed acquisitions and/or decline in cash flow
generation.

Headquartered in Richardson, Texas, Lennox International Inc. is a
leading global provider of climate control solutions.  Revenues
for 2004 were approximately $3 billion.


LOCATEPLUS HOLDINGS: Posts $518,381 Net Loss in Second Quarter
--------------------------------------------------------------
LocatePlus Holdings Corporation delivered its amended quarterly
report for the quarter ended June 30, 2005, to the Securities and
Exchange Commission on Oct. 24, 2005.  On the same date, the
Company also filed amendments to its quarterly report for the
period ended March 31, 2005, as well as its annual report for the
year ended Dec. 31, 2004.

                  FY 2005 2nd Quarter Results

LocatePlus Holdings reported a $518,381 net loss on $2,761,103 of
revenues for the three-months ended June 30, 2005, compared to a
$2,204,120 net loss on $1,301,221 of revenues for the same period
in 2004. The Company's accumulated deficit as of June 30, 2005,
total approximately  $31.2  million.    

The Company's balance sheet showed $6,747,464 of assets at June
30, 2005, and liabilities totaling $8,357,422, resulting in a
stockholders' deficit of $1,609,958.

                 Convertible Debt Issuance

On July 8, 2005, LocatePlus Holdings, entered into a Purchase
Agreement with certain institutional and accredited investors
relating to the private placement of convertible term notes issued
by the Company in the principal amount of $8 million and a common
stock purchase warrant.  Approximately $4.1 million of the
proceeds will be used to retire current secured convertible notes,
and the remaining will be used for general working capital.

                  Going Concern Doubt
  
Each of the independent auditing firms conducting audits of
LocatePlus Holdings' financial records for the years ended Dec.
31, 2003 and 2004 have indicated substantial doubt about the
Company's ability to continue as a going concern.

Livingston & Haynes, P.C., of Wellesley, Massachusetts, expressed
substantial doubt about LocatePlus Holdings' ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal year ended Dec. 31, 2004.  The auditors
pointed to the Company's accumulated deficit and substantial net
losses in each of the past three years.  Auditors at Carlin,
Charron & Rosen LLP expressed similar doubts after reviewing the
Company's 2003 financial statements.
   
                 About LocatePlus Holdings

LocatePlus Holdings Corp. -- http://www.locateplus.com/-- and its    
subsidiaries, are industry-leading providers of public information  
and investigative solutions that are used in homeland security,  
anti-terrorism and crime fighting initiatives.  The Company's  
proprietary, Internet-accessible database is marketed to business-
to-business and business- to-government sectors worldwide.   
LocatePLUS' online customer base numbers approximately 20,000  
members, including over 2,000 law enforcement agencies and many  
major police departments across the country.  Clients include  
leading U.S. agencies, including the FBI (Federal Bureau of  
Investigation), ATF (Bureau of Alcohol, Tobacco, Firearms and  
Explosives) and DEA (Drug Enforcement Administration). Channel  
partners include Loislaw, Earthlink, Imaging Automation,  
AssureTec, Metro Risk Management LLC, and the nation's leading  
recruitment site.


LONGYEAR HOLDINGS: Moody's Rates $75 Million Term Loan at Caa1
--------------------------------------------------------------
Moody's Investors Service downgraded its corporate family rating
for Longyear Holdings, Inc. to B2 from B1 and assigned B2 and Caa1
ratings, respectively, to its first lien and second lien credit
facilities.  The rating actions are in response to Longyear's
announced plan to use cash and proceeds from an incremental $150
million of bank debt to pay a $210 million shareholder dividend.
The proposed transaction represents a transformation of the
company's financial strategy from that indicated to Moody's when
the company was initially rated in June 2005.  The higher leverage
shows a willingness to impose a highly risky financial structure
on Longyear, which already has a relatively high degree of
operating risk.  

Moody's took these rating actions:

   1) downgraded Longyear's corporate family rating to B2 from B1;

   2) assigned a B2 rating to the $75 million senior secured first
      lien revolving credit facility maturing July 28, 2010;

   3) assigned a B2 rating to the $500 million senior secured
      first lien term loan maturing July 28, 2012;

   4) assigned a Caa1 rating to the $75 million senior secured
      second lien term loan maturing January 28, 2013; and

   5) maintained the stable rating outlook.

At the conclusion of the new financing, Moody's will withdraw the
B1 and B3 ratings for Longyear's existing first lien and second
lien credit facilities.

Moody's ratings reflect Longyear's sales to the highly cyclical
mining industry.  The company's sales and profits are correlated
to metal prices and mineral exploration expenditures, especially
gold exploration spending.  While metals fundamentals are
currently strong, prices could cool from recent levels if Chinese
demand slows and as the cycle ages.  In a commodity recession,
demand for Longyear's products and services can fall appreciably,
although Longyear has implemented a multi-year gold hedging
program intended to smooth some of the cyclicality inherent in the
company's markets.

Also, competition is vigorous in all of Longyear's business
segments and barriers to entry are relatively low.  Longyear has a
strong global market position but its international operations
subject it to:

   * foreign exchange risk;

   * withholding taxes; and

   * foreign income taxes that may be higher on average than
     in the US.

In addition, Moody's notes that Longyear's debt is guaranteed by
certain foreign subsidiaries and secured by the assets of those
subsidiaries, and believes that creditors may have greater
difficulty in enforcing their rights in certain jurisdictions
relative to the US.  Moody's notes that the book value of the
tangible assets securing the credit facilities is less than pro
forma debt ($480 million and $575 million, respectively), so full
creditor recoveries are not ensured in the event of financial
distress.  Finally, Moody's notes that the credit agreements are
drafted to allow for incremental term loan commitments of $100
million and that dividends are permitted to be paid from cash flow
in excess of that required to be applied toward debt repayment.

Longyear's ratings are supported by healthy industry conditions
and positive operating cash flow, which should be augmented by
near-term asset sales of approximately $100 million.  The
protections built into the credit facilities, including mandatory
prepayments from asset sales and 75% of excess cash flow when
leverage is above 3.25x (dropping to 50% when leverage is below
3.25x), should help lower leverage to more prudent levels.  

In-process cost reductions and the ability to reduce capex to
approximately $10 million for a short period, if necessary,
strengthen Longyear's cash flow capacity.  In addition, Longyear's
strong market position, track record for quality, safety and
service, and relationships with many of the world's largest mining
companies help sustain earnings over the cycle.

Moody's stable outlook for Longyear is based on the:

   * favorable near-term outlook for its businesses;

   * its long-term relationships with major mining companies; and

   * the potential for cost savings and working capital reductions
     to bolster cash flow.

The ratings or outlook could be raised if Longyear reduces debt
below $425 million, all other things being equal.  It is difficult
to provide precise credit ratio targets that would be required to
earn an upgrade due to the cyclicality of the company's business.
The current ratings will tolerate reasonably-sized and priced
debt-financed acquisitions and a moderate decline in operating
income such as might result from a commodity recession.  

Longyear's ratings or outlook could be lowered by:

   * a severe decline in its core businesses and cash flow;

   * the absence of debt reduction; and

   * shifts in the competitive landscape that risk permanent
     erosion of market share and margins.

Moody's rates the revolving credit facility and first lien term
loan B2, the same as the corporate family rating.  The first lien
debt represents the majority of the company's debt and underfunded
pensions.  The rating also reflects the numerous and globally
dispersed subsidiaries supporting the debt and the concerns noted
above regarding guarantees.  The relatively modest tangible asset
coverage of the first lien term loan and revolver also argue for
rating these facilities at the corporate family rating.  Due to
its junior status, the second lien term loan was notched down two
notches from the other ratings, to Caa1.

Longyear Holdings, Inc. is a global supplier of services and
manufacturer of systems and products to the:

   * natural resource,
   * environmental,
   * water,
   * energy,
   * construction, and
   * quarrying industries.

In 2004, its pro forma net sales were $768 million.


LOVELL PLACE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lovell Place Limited Partnership
        1301 French Street
        Erie, Pennsylvania 16501

Bankruptcy Case No.: 05-15114

Type of Business: The Debtor develops and leases residential
                  and commercial real estate.

Chapter 11 Petition Date: October 15, 2005

Court: Western District of Pennsylvania (Erie)

Judge: Warren W. Bentz

Debtor's Counsel: Guy C. Fustine, Esq.
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, Pennsylvania 16501
                  Tel: (814) 459-2800
                  Fax: (814) 453-4530

Financial Condition as of October 15, 2005:

      Total Assets: Less than $10,000,000

      Total Debts:  $26,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penelec                          Utility               $152,763
5404 Evans Raod
Erie, PA 16558

National Fuel Gas                Utility               $105,148
800 State Street
P.O. Box 2081
Erie, PA 16512

Rabe Environmental Service, Inc. Vendor                 $54,610
2300 West 23rd Street
Erie, PA 16512

Janicki Drywall, Inc.            Vendor                 $46,507
5400 East Lake Road
Erie, PA 16511

Craig Ness Snowplowing           Services Rendered      $40,197
630 West 22nd Street
Erie, PA 16502

Miller Brothers                  Vendor                 $26,284
201 East 14th Street
Erie, PA 16503

Arlington Lawncare               Services Rendered      $19,643
8501 Old French Road
Erie, PA 16509

Erie Downtown                    Vendor                 $17,352
P.O. Box 1784
Erie, PA 16507

King Electric                    Services Rendered      $17,321
1921 Powell Avenue
Erie, PA 16505

Hausser & Taylor LLP             Services Rendered      $17,000
P.O. Box 71062
Cleveland, OH 44191

Builder's Hardware               Vendor                 $14,808
2002 West 16th Street
P.O. Box 8378
Erie, PA 16505

Al's Sign Service                Services Rendered      $13,780
144 West 12th Street
Erie, PA 16501

S.A. Wagner Agency               Services Rendered       $7,041
3123 State Street
P.O. Box 1166
Erie, PA 16512

American Express                 Vendor                  $6,440
Tax & Business
P.O. Box 74086
Cleveland, OH 44194

Victory Security                 Vendor                  $5,913
P.O. Box 476
Carnegie, PA 15106

Lignitech, Ltd.                  Vendor                  $4,644
1602 Linden Avenue
Erie, PA 16505

Abco Fire Protection, Inc        Services Rendered       $4,578
P.O. Box 400028
Pittsburgh, PA 15268

Sherman Furniture                Vendor                  $4,255
Buffalo Division
2500 Walden Avenue
Buffalo, NY 14225

Carpet Craftsmen                 Vendor                  $4,104
141 East 26th Street
Erie, PA 16504

City of Erie Sewer & Refuse      Utility                 $3,833
626 State Street, Room 307
Erie, PA 16501


LYDALL INC: Lenders Waive Non-Compliance with EBITDA Covenant
-------------------------------------------------------------
Lydall, Inc. (NYSE: LDL) reported financial results for the third
quarter and nine months ended September 30, 2005.

Net sales for the third quarter and nine months ended Sept. 30,
2005, were $75.0 million and $229.0 million, an increase of 6.2
percent and 5.2 percent, respectively, over the comparable periods
in the prior year.  Net income for the quarter ended Sept. 30,
2005, was $1.4 million.  This compares with a net loss of $900,000
for the same quarter of 2004.  Net income for the nine months
ended Sept. 30, 2005, was $4.1 million, compared with net income
of $700,000 for the same period in 2004.

Net income for the quarter and nine months ended Sept. 30, 2005,
included pretax charges aggregating approximately $1 million and
$2.1 million, respectively, related to the elimination of the
chief operating officer position and Sarbanes-Oxley Section 404
compliance costs.  Net income for the quarter and nine months
ended Sept. 30, 2004 included pretax charges totaling $3.9 million
and $10.2 million, respectively, related to the consolidation of
the Company's domestic automotive operations, Sarbanes-Oxley
Section 404 compliance costs, the start-up activity of the
automotive operation in France and one-time legal expenses.

"Growth in the quarter, as well as year to date, is attributable
to continued strong automotive sales, both domestically and in
Europe," David Freeman, President and CEO of Lydall, said.  
"However, we recorded lower sales of vital fluids products as well
as high-efficiency air filtration media.  The performance of the
Vital Fluids business continued to be disappointing, and a
reduction in clean room activity as well as an increasingly price-
competitive air-filtration market persisted in the quarter.  We
improved gross margin as a percent of sales to 22.2 percent for
the quarter.  Although, for the quarter, this shows limited
progress overall, gross margin in the automotive business
improved.  Also, we reduced SG&A expense as a percent of sales for
the quarter.

"Overall, operating results are improving; however, we need to
pick up the pace.  We are intent on profitability improvement,
both for the short-term and the long-term.  Our Lean Six Sigma
initiative is underway.  Our goal is to create a culture focused
on eliminating waste and variation.  We believe this focus will
lead to improved performance today while providing a solid
foundation for our future."

As of Sept. 30, 2005, the Company was not in compliance with the
minimum EBITDA financial covenant of its domestic revolving credit
facility by less than $1 million.  The Company has received a
waiver of the noncompliance from its lenders for the quarter ended
Sept. 30, 2005.

Lydall, Inc. is a New York Stock Exchange listed company,
headquartered in Manchester, Connecticut. The Company, with
operations in the U.S., France, and Germany and sales offices in
the U.S., Europe, and Asia, focuses on specialty engineered
products for the thermal/acoustical and filtration/separation
markets.


MAGELLAN HEALTH: Earns $34.4 Million of Net Income in 3rd Quarter
-----------------------------------------------------------------
Magellan Health Services, Inc. (Nasdaq:MGLN), reported operating
results for the third quarter of fiscal year 2005.  The Company
also announced that it will redeem its 9-3/8% Senior Notes and
provided a preliminary outlook for segment profit for 2006.

                        Financial Results

For the quarter ended September 30, 2005, the Company reported net
revenue of $454.3 million and net income of $34.4 million.  For
the prior year quarter, net revenue was $458.0 million and net
income was $26.6 million.  

Segment profit (net revenue less cost of care, and direct service
costs and other operating expenses plus equity in earnings of
unconsolidated subsidiaries) for the current year quarter was
$68.9 million, compared with $65.4 million in the prior year.  

Results for the quarter were favorably impacted by net one-time
adjustments to cost of care of $6.4 million.

For the nine months ended September 30, 2005, the Company reported
net revenue of $1.37 billion and net income of $80.7 million.  
For the prior year period, the Company reported net revenue of
$1.35 billion and net income of $67.9 million.  Segment profit
for the first nine months of 2005 was $189.1 million versus
$173.6 million for the prior year period.

The Company ended the quarter with unrestricted cash and
investments of $478.9 million.  Cash flow from operations for the
nine months ended September 30, 2005, was $144.4 million compared
with $88.3 million for the prior year period.  Cash flow from
operations for the prior year nine-month period included payments
of $66.2 million for liabilities related to the Company's Chapter
11 proceedings.  The Company has not drawn on its $50 million
revolving credit facility.

"Magellan's financial performance in the third quarter is
testament to our expertise in managing our core behavioral health
business and I am very pleased with our results," said Steven J.
Shulman, chairman and CEO of Magellan.  "Our exceptionally strong
performance over the last several quarters gives us a solid
foundation from which to address the challenges we face in the
behavioral health marketplace, as will the continued development
and marketing of our new products."

"We continue to be encouraged by the growing interest in our new
product offerings - obesity management, med/psych integration and
behavioral health pharmacy management.  For the latter, we expect
to announce later today a pilot program with a large Medicaid
customer that exemplifies the interest we are seeing among health
care purchasers in more effective management of behavioral
prescription drugs to yield improved health and lower costs," Mr.
Shulman added.

                    Repayment of Senior Notes

On November 30, 2005, Magellan will redeem its $240.6 million of
9-3/8% Senior Notes, which are scheduled to mature on Nov. 15,
2008.  Including a premium payment of approximately $11.3 million,
such redemption will utilize $251.9 million of the Company's
unrestricted cash and investments.

"As we have previously noted, repayment of Magellan's Senior Notes
is among the options we have been considering to make effective
use of our cash position and November 2005 is our earliest
opportunity to do so," said Mark S. Demilio, chief financial
officer.   "After repayment of the notes, our remaining cash as
well as our capacity for future debt will continue to allow us to
fund acquisitions and make other investments in our business."

                             Outlook

The Company previously provided guidance of segment profit for
2005 in the range of $220 million to $240 million.  On the basis
of its third quarter performance, the Company now expects to
generate full-year segment profit for 2005 at the upper end of its
guidance range.

The Company anticipates providing 2006 guidance in December;
however, management preliminarily estimates that segment profit
for 2006 will be in the range of $160 million to $180 million.

"Our early outlook for 2006 segment profit reflects the impact of
previously announced contract terminations,  changes in enrollment
and benefits related to the Company's TennCare contract, a care
cost trend of seven percent to nine percent, and lower margins on
the renewal of certain contracts," Mr. Shulman said.

"This outlook also reflects our anticipation of significant
additional reductions in administrative expenses to ensure that
our cost structure is appropriate, given the loss of business from
contract terminations. Such expense reduction efforts, however,
are being carefully balanced with the continuing need to deliver
excellent service and to invest in our business to achieve future
growth," Mr. Shulman concluded.

A full-text copy of Magellan's latest Form 10-Q filed with the
Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?296

Headquartered in Farmington, Conn., Magellan Health Services  
(Nasdaq:MGLN) is the country's leading behavioral health disease  
management organization.  Its customers include health plans,  
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case No.
03-40515).  The Court confirmed the Debtors' Third Amended Plan on
Oct. 8, 2003, allowing the Company to emerge from bankruptcy
protection on Jan. 5, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,  
Standard & Poor's Ratings Services revised its outlook on Magellan  
Health Services Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'B+' counterparty credit rating on
Magellan and its 'B+' issue credit ratings assigned to Magellan's
$241 million 9.375% senior notes due November 2008 and its $185
million credit facility due August 2008.


MANUEL CARLO: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Manuel I. Ramos Carlo and Maria J. Rosello Ortiz
         El Senorial Mail Street
         P.O. Box 234
         San Juan, Puerto Rico 00926

Bankruptcy Case No.: 05-12759

Chapter 11 Petition Date: October 16, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Chief Judge Gerardo Carlo Altieri

Debtors' Counsel: Irving K. Hernandez, Esq.
                  Olimpo Plaza Building
                  1002 Munoz Rivera Avenue, Suite 208
                  San Juan, Puerto Rico 00927
                  Tel: (787) 767-0446
                  Fax: (787) 765-7415

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Banco Popular De PR (Commercial)           $699,228
   P.O. Box f362708
   San Juan, PR 00936-2708

   Beneficial Mortgage                        $228,838
   P.O. Box 9066285
   San Juan, PR 00906-6285

   WesternBank                                $124,443
   P.O. Box 1180
   Mayaguez, PR 00680

   Doral Financial Corp.                       $20,824

   Josam Distributors                          $17,338

   BBVA-Auto Division                          $15,552

   Banco Popular De PR                         $15,407

   Internal Revenue Service                     $6,201

   Banco Santander De PR                        $4,822

   BBVA-Auto Division                             $629

   Departamento De Hacienda                       $140


MCI INC: Justice Department Clears Verizon-MCI Merger
-----------------------------------------------------
MCI, Inc. (NASDAQ:MCIP) and Verizon Communications Inc. (NYSE:VZ)
received clearance from the U.S. Department of Justice for
Verizon's acquisition of MCI.  

Final closure of the transaction, which the companies anticipate
will occur later this year or early in 2006, is subject to
approval by the Federal Communications Commission.  International
approvals are already complete, as are the majority of necessary
state-level regulatory reviews.  

"We appreciate the hard work of the Department of Justice staff in
bringing this merger to resolution," said John Thorne, Verizon
senior vice president and deputy general counsel.  "The consent
decree will result in no disruption to MCI customers.  We are
eager to begin offering the benefits of this new combination to
customers as soon as possible."

Paul Eskildsen, MCI senior vice president and deputy general
counsel, said, "MCI is pleased with today's clearance by the
Department of Justice of its merger with Verizon.  This
development represents another significant milestone in the
regulatory approval process."

The DOJ filed a consent decree for approval by a Federal court
that includes stipulations agreed to by Verizon and MCI.  Under
the decree, Verizon and MCI will lease dark (unused) fiber
connections to 356 buildings in several states in the Verizon
footprint on the East Coast.

Fiber currently being used by MCI to serve its customers will not
be affected.  

The consent decree follows an eight-month, comprehensive study by
the DOJ staff of every aspect of the Verizon-MCI merger.  Verizon,
MCI and other parties supplied millions of documents and volumes
of market data to the DOJ staff.  "We proved that the transaction
is pro-competitive and will not lessen competition in any market,"
Mr. Thorne emphasized.

The Verizon-MCI combination, part of the continuing evolution of
the industry driven by customers and technology, will capitalize
on the complementary strengths of each company and create one of
the world's leading providers of communications services.  

The merger will enable Verizon to better compete for and serve
large-business and government customers with a full range of
services, including wireless and sophisticated Internet protocol-
based services.

It will benefit consumers and businesses by creating a supplier
with the financial strength to maintain and improve MCI's
extensive Internet backbone network.  

The Verizon-MCI combination was disclosed on Feb. 14, 2005.

Verizon Communications Inc. (NYSE: VZ) -- http://www.verizon.com/
-- a Dow 30 company, is a leader in delivering broadband and other
communication innovations to wireline and wireless customers.  
Verizon operates America's most reliable wireless network, serving
49.3 million customers nationwide, and one of the nation's premier
wireline networks, serving home, business and wholesale customers
in 28 states.  Based in New York, Verizon has a diverse workforce
of nearly 215,000 and generates annual revenues of more than
$71 billion from four business segments: Domestic Telecom,
Domestic Wireless, Information Services and International.  

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCLEODUSA INC: Lenders Support Pre-Packaged Chapter 11 Plan
-----------------------------------------------------------
McLeodUSA Incorporated received the support of the majority of its
lenders representing more than 90% of its debt for its prepackaged
plan of reorganization.  As a result, the Company and its
subsidiaries have filed voluntary petitions for Chapter 11
protection with the U.S. Bankruptcy Court for the Northern
District of Illinois.  

McLeodUSA's prepackaged reorganization plan should allow it to
complete, as quickly as possible, a restructuring of its
approximately $777.3 million in debt, plus interest, while
continuing to maintain normal business operations for its more
than 320,000 customers nationwide.

During the bankruptcy proceedings, the Company expects to operate
its business in the ordinary course, without disruption to its
employees, customers or suppliers.  

                       DIP Financing

The Company has approximately $27 million in cash available as of
the date of filing, and has secured a commitment from its lenders
for debtor-in-possession financing of up to $50 million, to be
replaced upon the Company's exit from bankruptcy with a new
$50 million revolving credit facility.  

The Company's approximately $677.3 million of secured Junior Debt,
plus accrued interest, will be converted into 100% of the
Company's equity, and the Company's existing $100 million in
secured Senior Debt will be cancelled and replaced with a
$100 million term facility.  All of the Company's existing
Preferred and Common stock will be cancelled, and holders of that
stock will have no recovery.

The Company is requesting the Court for approval of its
restructuring plan as quickly as possible.  However, the Company
says that completion of the restructuring process depends on many
factors, including:

    * approval by the Court of the Company's plan of
      reorganization,

    * finalizing the proposed exit debt facilities, and

    * receiving necessary regulatory approvals.

Thus, a specific date for completing the restructuring process
cannot be estimated at this time.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications  
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $674,000,000 in assets and $1,011,000,000
in debts.


MCLEODUSA INC.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: McLeodUSA Incorporated
             McLeodUSA Technology Park
             6400 C Street USA
             Cedar Rapids, Iowa 52404

Bankruptcy Case No.: 05-63230

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      McLeodUSA Holdings Inc.                       05-63231
      McLeodUSA Information Services, Inc.          05-63232
      McLeodUSA Telecommunications Services, Inc.   05-63234
      McLeodUSA Network Services, Inc.              05-63229
      McLeodUSA Purchasing, L.L.C.                  05-63233

Type of Business: The Debtors provides integrated communications
                  services, including local services, in
                  25 Midwest, Southwest, Northwest and Rocky
                  Mountain states.  See http://www.mcleodusa.com/

                  McLeodUSA Inc. previously filed for chapter 11
                  protection on January 30, 2002 (Bankr. D. Del.
                  Case No. 02-10288).  The Court confirmed the
                  Debtor's chapter 11 plan on April 5, 2003, and
                  that Plan took effect on April 16, 2002.  The
                  Court formally closed the case on May 20, 2005.

Chapter 11 Petition Date: October 28, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtors' Counsel: Peter Krebs, Esq.
                  Timothy R. Pohl, Esq.
                  Skadden, Arps, Slate, Meagher and Flom
                  333 West Wacker Drive, Suite 2100
                  Chicago, Illinois 60606
                  Tel: (312) 407-0700
                  Fax: (312) 407-0411

Financial Condition as of June 30, 2005:

      Total Assets:   $674,000,000

      Total Debts:  $1,011,000,000

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JPMorgan Chase Bank, N.A.        Bank Loan         $677,300,000
270 Park Avenue, 20th Floor      As Administrative
New York, NY 10012               Agent for lenders
Attn: Susan Atkins               under the Credit
Tel: (212) 270-6000              Agreement dated
Fax: (212) 270-0453              as of May 31, 2000

Qwest                            Trade Debt           $5,516,236
c/o CT Corporation
208 South LaSalle St., Suite 804
Chicago, IL 60604
Tel: (866) 705-2500
Fax: (312) 263-3928

Ameritech-CABS                   Trade Debt           $5,262,502
30 South Wacker Drive, 34th Floor
Chicago, IL 60606
Attn: Legal Department
Tel: (888) 704-2265
Fax: (916) 489-1018

Southwestern Bell Telephone      Trade Debt           $2,545,542
1 Bell Center
Saint Louis, MO 63101
Attn: Legal Department
Tel: (314) 235-9800
Fax: (916) 489-1018

US West Communications           Trade Debt           $1,795,940
1420 Avenue North 1600 Fifth
Seattle, WA 98101
Tel: (208) 677-5000
Fax: (208) 677-5200

UUNet                            Trade Debt           $1,085,462
c/o MCI
4890 West Kennedy Boulevard
Suite 440
Tampa, FL 33609
Tel: (800) 695-4405
Fax: (877) 789-3130

Illuminet                        Trade Debt             $904,632
4501 Intelco Loop SE
Lacey, WA 98503
Attn: Legal Department
Tel: (360) 493-6000
Fax: (360) 486-2732

Emeritus Communications          Trade Debt             $700,825
14900 Conference Center Drive
Suite 400
Chantilly, VA 20151
Attn: Legal Department
Tel: (703) 488-4000
Fax: (703) 488-4043

Ameritech                        Trade Debt             $646,414
30 South Wacker Drive, 34th Floor
Chicago, IL 60606
Attn: Legal Department
Tel: (888) 704-2265
Fax: (916) 489-1018

Sprint                           Trade Debt             $587,630
6391 Sprint Parkway
Overland Park, KS 66251
Attn: Legal Department
Tel: (800) 829-0965
Fax: (913) 523-0055

Callowhill Management Inc.       Trade Debt             $442,828
401 North Broad Street
Philadelphia, PA 19108
Tel: (215) 922-3110
Fax: (215) 922-0937

National Payphone Clearinghouse  Trade Debt             $431,687
P.O. Box 145553
Cincinnati, OH 45250
Attn: Legal Department
Fax: (513) 721-2646

Verizon                          Trade Debt             $412,664
1095 Avenue of the Americas
New York, NY 10036
Attn: Legal Department
Tel: (888) 483-2600
Fax: (309) 828-2848

Universal Service Fund           Trade Debt             $401,522
2000 L. Street, NW, Suite 200
Washington, DC 20036
Attn: Billing & Disbursement
Tel: (888) 641-8722
Fax: (888) 637-6226

MCI Telecommunications Inc.      Trade Debt             $394,451
22001 Loudoun County Parkway
Ashburn, VA 20147
Attn: Finance Department
Tel: (800) 695-4405
Fax: (877) 789-3130

IBM Corporation                  Trade Debt             $301,817
New Orchard Road
Armonk, NY 10504
Attn: Louise Novak
Legal Department
Tel: (914) 499-7027
Fax: (845) 491-3201

Sprint                           Trade Debt             $247,742
Local Telecom Division
6391 Sprint Parkway
Overland Park, KS 66251
Attn: Legal Department
Tel: (800) 829-0965
Fax: (913) 523-0055

Illinois Consolidated            Trade Debt             $247,742
Telephone Company
121 South 17th Street
Mattoon, IL 61938

Downtown Properties, LLC         Trade Debt             $219,833
700 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017

Neutral Tandem, Inc.             Trade Debt             $171,585
1 South Wacker Drive, Suite 200
Chicago, IL 60606


MEDCO HEALTH: Moody's Affirms $1.8 Billion Debts' Ba1 Ratings
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Medco
Health Solutions Inc. to positive from stable.  The rating agency
also affirmed Medco's existing ratings.

Ratings of Medco Health Solutions Inc. affirmed:

   * Ba1 corporate family rating

   * Ba1 senior unsecured 7.25% Notes of $500 million, due 2013

   * Ba1 senior unsecured revolving credit facility of
     $500 million, due 2010

   * Ba1 senior unsecured term loan of $750 million, due 2010

The change in rating outlook from stable to positive reflects:

   * continued strong cash flow;

   * expanding operating margins; and

   * an improvement in client retention rates and new
     business wins.

Over the past few years, Medco's results were negatively affected
by a loss of accounts and sluggish enrollment growth.  Recently,
however, Medco announced that it renewed a record $21 billion of
business in 2004 and has already successfully completed 90% of
2005 renewals.  More importantly, the company announced that it
has won $2.5 billion in new business wins, including several
prominent state accounts taken from competitors, resulting in a
positive net business for 2006 and beyond.

The revised ratings outlook also considers the mitigation of
several company-specific risks highlighted in prior rating
actions.  Following earlier losses of several large clients,
Medco's managed care agreement with Merck does not currently
appear to represent a competitive disadvantage in retaining and
winning clients.  Further, the company has remained in compliance
with the targets outlined in the agreement, avoiding onerous
payment of penalties to Merck thus far.  Moody's notes that the
agreement will expire at the end of 2007.

In addition, higher retention of rebates by clients has not
resulted in any meaningful margin deterioration.  In fact, while
the percentage of rebates retained by clients has expanded from
45% in the first quarter of 2003 to 70% in first quarter of 2005,
gross margins have improved as a percentage of revenues from 4.2%
to 5.1% during this same time period.

Medco is the only major pharmacy benefit management company that
has disclosed the amount of rebates it receives from branded
pharmaceutical drug manufacturers and the percentage of these
rebates it passes to clients.  Moody's believes that greater
rebate transparency and a more flexible contract structure may be
one of the factors contributing to greater success in retaining
existing business and attracting new clients.

The expansion in the company's margins also mitigates some prior
concerns regarding the potential effect on the company's cash flow
from higher generic drug penetration.  In the past, it was not
clear whether an increase in generic drugs -- especially at the
retail level -- would benefit or hurt Medco.  An increase in
generic drug penetration, particularly at the mail order facility,
is one of the major factors contributing to higher profitability.

Moody's also notes that Medco has repaid more than $400 million in
debt from the end of 2003 to second quarter 2005, reducing
outstanding debt from $1.4 billion to $976 million while boosting
cash from $638 million to almost $1.3 billion during this same
period.  Since cash flow has been steady during this period, the
company's credit metrics have improved.  Moody's expects some
short-term deterioration in the credit metrics as leverage has
increased because of the increase in debt to finance the recently
completed Accredo Health acquisitions.

The ratings also reflect Medco's larger size and revenue base
relative to its competitors and high market share in the mail
order pharmacy business.  Moody's believes that Medco has
effectively used its scale in negotiating:

   * purchase prices with generic drug manufacturers;

   * rebate arrangements with branded pharmaceutical companies;
     and

   * reimbursement levels with retail pharmacies.

In addition, Medco's more favorable mix of the higher margin mail
order business has enabled the company to expand its margins and
generate solid operating cash flow.  Moody's anticipates that mail
order business will continue to grow because of increased use of
mandatory mail and three tier co-pays.

Medco should also benefit from increased use of higher margin and
faster growing specialty pharmaceutical business.  The acquisition
of Accredo Health, which closed in August 2005, established Medco
as the industry leading provider of specialty pharmacy services.
Accredo should allow Medco to:

   * expand its product pipeline;

   * develop and deepen relationships with bio-technology
     manufacturers; and

   * boosts its reimbursement expertise.

The ratings also consider the positive fundamentals of the PBM
industry:

   * favorable demographic trends;

   * rising drug utilization;

   * increasing demand on behalf of payers for cost-containment
     services; and

   * the expansion of mail order service capabilities, where
     profitability is higher, especially for generic drugs.

Moody's expects that industry profitability will benefit from
continued increase of generic penetration of total prescriptions
dispensed, particularly as major branded drugs, with over $47
billion in U.S Sales, will lose patent protection between 2006 and
2010.  Moody's also anticipates that the overall demand and
utilization for prescription drugs will be aided by the Medicare
part D coverage.

Moody's believes, however, that certain industry characteristics
present ongoing credit risk.  The combination of a mature market,
limited differentiation between the major PBMs in their product
and service offerings, and the consolidation of the independently
owned PBM markets has resulted in a more competitive environment
and increased account turnover.  The consolidation of the managed
care industry could also result in the loss of additional accounts
as several of the acquirers have their own in-house PBMs.

Further, the industry still confronts continued litigation,
increasing scrutiny of business practices, government
investigations, and governmental pressure, which could result in
changes of existing PBM business practices.  In particular,
customers and the government have been demanding greater
transparency of operating metrics and procedures as well as
enhanced disclosure of financial arrangements with manufacturers
and others.  These issues raise some concerns about the longer
term sustainability of currently favorable pricing practices.

The ratings also consider these company-specific risks related to
Medco:

   * increased operational and financial risk associated with the
     Accredo acquisition;

   * higher customer concentration risk compared with its peers as
     UnitedHealthcare accounts for almost 20% of 2004 revenues;
     and

   * a greater mix of retiree business, which could be at risk if
     employers begin reducing coverage of retirees following the
     implementation of Medicare Part D.

Currently, Moody's anticipates that Medco's ratings could move to
investment grade in the near term if these circumstances
materialize:

   1) continuation of positive enrollment trends;

   2) successful integration of Accredo Health;

   3) ability to sustain financial ratios of operating cash flow
      to adjusted debt at 40% or higher and free cash flow to
      adjusted debt at 30% or higher; and

   4) favorable acceptance of its PDP plan for Medicare enrollees.

The ratings outlook would move to stable if the company loses
several significant customers, reversing the favorable enrollment
trends or if there is meaningful deterioration in its operating
margins and absolute level of free cash flow.  Further, any
significant problems in integrating Accredo Health or major
negative effects from the new Medicare prescription bill could
cause pressure on the ratings as well.  Moody's believes that
successful enrollment of Medicare Part D beneficiaries is
important to Medco because of its concentration of retiree
members, which could eventually be at risk if employers begin to
phase out coverage for retired employees.

Medco Health Solutions, Inc. is a leading pharmaceutical benefit
manager.  Medco's clients include:

   * 218 of the Fortune 500 corporations;
   * unions;
   * health maintenance organizations;
   * Blue Cross/Blue Shield plans;
   * insurance carriers; and
   * local, state and federal employee benefit programs.


MEDISCIENCE TECH: Balance Sheet Upside-Down by $958,693 at Aug. 31   
------------------------------------------------------------------
Mediscience Technology Corp., delivered its financial results for
the quarter ended Aug. 31, 2005, to the Securities and Exchange
Commission on Oct. 18, 2005.

Mediscience Technology reports a $609,021 net loss for the three
months ended Aug. 31, 2005, compared to a $587,093 net loss for
the same period in 2004.  The Company had accumulated deficit of
$25,891,345 as of Aug. 31, 2005.

The Company's balance sheet showed $1,983,006 of assets at Aug.
31, 2005, and liabilities totaling $2,941,699, resulting in a
stockholders' deficit of $958,693.

At Aug. 31, 2005, the Company had a deficiency in working capital
of approximately $2.4 million compared to a deficiency of
approximately $2.2 million at February 28, 2005.  The deficiency
in working capital is primarily  represented by accruals for
professional fees, consulting, salaries and wages and other
general obligations.

                  Going Concern Doubt

Mediscience Technology has no revenues, incurred significant
losses from operations, has an accumulated deficit and a highly
leveraged position that raises substantial doubt about its ability
to continue as a going concern.

Cogan Sklar LLP expressed substantial doubt about Mediscience
Technology's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Feb. 28, 2005.  The auditing firm pointed to the Company's
zero revenues in fiscal year 2005, significant losses from
operations, negative working capital and accumulated deficit.

The Company's former independent auditors, Parente Randolph, LLC,
had expressed a similar going concern opinion after auditing the
Company's financials statements for the fiscal years ended
Feb. 29, 2004 and Feb. 28, 2003.

                 Material Weakness

Cogan Sklar identified certain material weaknesses and other
deficiencies in Mediscience Technology's internal control in
connection with their review of the Company's Aug. 31, 2005,
interim financial statements.  These material weaknesses include:

    a) the Company's dependence on external legal counsel and an
       accounting consultant for financial accounting and
       reporting functions;

    b) the lack of proper segregation of duties over the
       authorization and approval of transactions;

    c) the insufficient analysis,  documentation and review of the
       selection and  application of generally accepted accounting
       principles of significant non-routine transactions,
       including the  preparation  of financial statement
       disclosures;

    d) insufficient internal control policies and procedures over
       reviewing formal vendor and other agreements;

    e) the Company's lack of a formal budgeting process; and

    f) informal policies and procedures.


               About Mediscience Technology

Mediscience Technology Corp. -- http://medisciencetech.com/-- and  
its New York subsidiary, Medi-photonics Development Company LLC,
is engaged in the design, development and commercialization of
medical devices that detect cancer and physiological change using
frequencies of light that are emitted, scattered and absorbed to
distinguish malignant, precancerous, or benign tissues from normal
tissues.


METROMEDIA FIBER: Court Okays Stipulation with Santa Clara
----------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between AboveNet, Inc., f/k/a Metromedia
Fiber Network, Inc., and its debtor-affiliates and the County of
Santa Clara.

The stipulation between the Reorganized Debtors and Santa Clara
states that the two parties mutually agreed that the Reorganized
Debtors have until Dec. 14, 2005, to object to proofs of claim
filed by Santa Clara against the Reorganized Debtors' estates.

After the Debtors emerged from bankruptcy on Sept. 8, 2003, the
Reorganized Debtors and Santa Clara have agreed from time to time
to extend the claims objection deadline of the Reorganized Debtors
to the proofs of claim filed by Santa Clara.  The last mutually
agreed claims objection deadline between the two parties expired
on Oct. 14, 2005.

The Reorganized Debtors explain that they have some unresolved
property taxes issues currently pending before the Santa Clara
County Assessment Appeals Board.

The extension is therefore necessary pending the final decision of
the Santa Clara County Assessment Appeals Board to resolve the
Reorganized Debtors' tax property issues with the County of Santa
Clara.

Headquartered in White Plains, New York, Metromedia Fiber Network,
Inc., n/k/a AboveNet Inc., builds urban fiber-optic networks and
supplies fiber to all types of telecom carriers as well as to
other businesses.  The Company and most of its domestic
subsidiaries filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 02-22736) on May 20, 2002.  Lawrence C. Gottlieb, Esq., at
Kronish Lieb Weiner & Hellman, LLP represents the Reorganized
Debtors.  When Metromedia filed for protection from its creditors,
it listed $7,024,208,000 in total assets and $4,262,000,000 in
total debts.  Metromedia Fiber emerged from chapter 11 on Sept. 8,
2003, and changed its name to AboveNet Inc.


METROMEDIA FIBER: Wants Entry of Final Decree Delayed to Jan. 16
----------------------------------------------------------------          
AboveNet, Inc., fka Metromedia Fiber Network, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to further delay, until Jan. 16, 2006, the
entry of a final decree closing their chapter 11 cases.

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Aug. 21, 2003, and the Plan took effect on
Sept. 8, 2003.

The Reorganized Debtors give the Court four reasons supporting the
extension:

   1) while the claims administration process is largely complete,
      there are still certain disputed claims that have not been
      resolved or litigated;

   2) there are several other case issues that will need to be
      resolved before the entry of a final decree, including their
      prosecution of certain further claims objections where the
      objection deadline has been previously extended by order of
      the Court, including proofs of claim filed by the Securities
      and Exchange Commission and the County of Santa Clara;

   3) there are certain remaining estate litigations that need to
      be prosecuted, including potential claims objections
      currently subject to objection deadline extensions with
      various counter-parties and litigation of various causes of
      action; and

   4) it is in the best interests of the Reorganized Debtors and
      their creditors and it will give them more time and
      opportunity to distribute the assets of the estates only to
      those actual creditors and in amounts that are appropriate.

The Court will convene a hearing at 9:30 a.m., tomorrow, Tuesday,
Nov. 1, 2005, to consider the Reorganized Debtors' request.

Headquartered in White Plains, New York, Metromedia Fiber Network,
Inc., n/k/a AboveNet Inc., builds urban fiber-optic networks and
supplies fiber to all types of telecom carriers as well as to
other businesses.  The Company and most of its domestic
subsidiaries filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 02-22736) on May 20, 2002.  Lawrence C. Gottlieb, Esq., at
Kronish Lieb Weiner & Hellman, LLP represents the Reorganized
Debtors.  When Metromedia filed for protection from its creditors,
it listed $7,024,208,000 in total assets and $4,262,000,000 in
total debts.  Metromedia Fiber emerged from chapter 11 on Sept. 8,
2003, and changed its name to AboveNet Inc.


MID-STATE RACEWAY: Court Approves Disclosure Statement
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
approved the Disclosure Statement explaining the First Amended
Reorganization Plan of Mid-State Raceway, Inc., and Mid-State
Development Corporation.  The Plan was proposed by the Debtors'
creditor, Oneida Entertainment LLC, on Sept. 13, 2005.

The Oneida Plan is built off of the second modified amended joint
reorganization plan proposed by the Debtors and Vernon Downs
Acquisition, LLC, a new entity funded by Jeffrey Gural, which is
also being solicited for approval.

In addition to the Gural Plan, All Vernon Acquisition, LLC, and
Raceway Ventures, LLC, also filed a competing second amended plan
and disclosure statement.  

On Sept. 13, 2005, the Gural Plan proponents filed a third amended
joint reorganization plan, while the Scott Plan will no longer be
sought for approval.

The differences between the Oneida Plan and the competing plans
are:

    * The Gural and Scott Plans each propose to give a $28 million
      note (though of different durations) to prepetition secured
      lenders.  The Oneida Plan, on the other hand, proposes to
      pay the same prepetition secured lenders in full in cash on
      the Effective Date or alternatively, the prepetition secured
      lenders can choose to accept the Revised Vestin Mortgage, a
      new note to be issued by the Reorganized Debtors.
    
    * Unsecured creditors are anticipated to receive full payment
      on their claims in essentially the same manner as the Gural
      Plan; however, the Oneida Plan may in addition allow for the
      payment of certain accrued interest from the Filing Date to
      the extent total unsecured claims are less than
      $3.5 million.
    
    * Equity holders holding more than 250 shares will receive, at
      their option:
    
         -- $4 per share;
         
         -- their pro rata share of 10% of the equity in
            Reorganized MSR on the Effective Date; or
         
         -- a combination of cash and equity.  
         
      Holders of less then 250 shares will automatically receive
      $4 per share.  The only limitation is that no shareholder
      may own more than 4.9% of the equity of Reorganized MSR
      (except for Oneida Entertainment LLC and its affiliates) for
      licensing purposes.  There is no need to "buy-in" to receive
      these plan distributions.

    * The principals of Oneida have not been denied an operating
      license by New York State, in contrast to the Scott Plan.
    
    * All of the credit risk will be placed on Oneida
      Entertainment LLC or its affiliates in the Oneida Plan, as
      contrasted in the competing plans.
    
    * Pursuant to capital contributions and other financing
      contemplated and committed by the Oneida Plan, the
      Reorganized Debtors will have at least $8 million in Cash on
      the Effective Date after payment of all obligations pursuant
      to the Oneida Plan, providing sufficient liquidity to
      properly run the businesses.
    
    * Oneida Entertainment LLC's primary investor is an investment
      fund managed by Plainfield Asset Management LLC, with more
      than $600 million under management.
    
                      The Oneida Plan

The Oneida Plan contemplates the full payment of all creditors and
a significant recovery to shareholders.  

Allowed priority tax claims will be paid in full.  The
$1.9 million Gural DIP and any other supplemental postpetition
financing will be paid in full in cash on the Effective Date.

The Debtors will pay Harness Horse Association of Central New
York's claim established in the stipulation and order, plus any
agreed or court approved damages relating to HHA's $560,605 claim
for alleged breach, will be paid in full.

Class 3 Secured Claims, which consist of:

    * CT Male Associates' $10,832 claim
    * Update Roofing's $10,198 claim
    * VIP Structures, Inc.'s $804,222 claim
    * Wagering Insurance North America, Ltd.'s $20,387 claim,
    
will receive a cash payment in their allowed claim without
interest unless the Court requires an interest payment or Oneida
Entertainment otherwise agrees.

General unsecured claimholders will receive a pro rated cash
payment of not more than $3.2 million or its allowed claim plus
accrued interest at 1/2 of the federal judgment rate on the
effective date.  General unsecured creditors of Development will
receive a cash payment of not more than $300,000 or its allowed
claim plus accrued interest at 1/2 of the federal judgment rate on
the effective date.  

Oneida assures the Court that general unsecured claims asserted by
Raceway Ventures, LLC, Steven F. Cohen, Frank A. Leo, Patrick
Danan and Leonard Mercer, each totaling approximately $1.8
million, will not participate in the distribution.  On the
effective date, Oneida will place $100,000 into escrow to pay
necessary expenses incurred by the Official Creditors Committee.

Equity interests will be cancelled on the Plan's effective date.  
They may elect to receive either cash or stock or a combination of
both cash option and stock option.

                        Plan Funding

Mr. Gural offered to provide the Debtors with financing which
consists of:

    (a) a $1.2 million working capital loan;
    (b) a $1.5 million capital improvement loan;
    (c) a $2.8 million equity investment; and
    (d) a $3 million loan to fund the Debtors' operations.
    
In order to make distributions pursuant to the Oneida Plan, an
investment fund managed by Plainfield Asset Management will
provide the Reorganized Debtors with:

    (a) a $24.6 million exit financing;
    (b) at least $12.3 million of mezzanine loan;
    (c) a $12.3 million equity contribution.

Pursuant to these contributions, the Reorganized Debtors will have
at least $8 million in cash on the effective date after payment of
all claims.

The Court will convene a hearing to consider plan confirmation on
Dec. 16, 2005 at 10:00 a.m.

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


MIDDLE TENNESSEE CHILD: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Middle Tennessee Child Care Center P.C.
        1420 Baddour Parkway, Suite 210
        Lebanon, Tennessee 37087

Bankruptcy Case No.: 05-14249

Type of Business: The Debtor operates a pediatric clinic.

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Sam J. Mcallester, III, Esq.
                  William T. Cheek, III, Esq.
                  Bone Mcallester Norton, PLLC
                  511 Union Street, Suite 1600
                  Nashville, Tennessee 37219
                  Tel: (615) 238-6320
                  Fax: (615) 238-6301

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Prime Kurtrell Properties LLC    Rent on Building      $607,105
P.O. Box 601364
Charlotte, NC 28260-1364

HPSC                             All Assets            $238,000
1 Beacon Street, 2nd Floor
Boston, MA 02108

Cumberland Bank                  Carthage Office        $60,000
2315 South Royal Oaks Boulevard
Franklin, TN 37064

Webmd Practice Services          Support Computer       $47,904
4902 Eisenhower Blvd., Suite 300 System
Tampa, FL 33634

Bank of America                                         $36,400
P.O. Box 60073
City of Industry, CA 91716

Suntrust Bank                    Line of Credit         $25,000
P.O. Box 26665
Richmond, VA 23261

American Express                                        $17,000
P.O. Box 5207
Fort Lauderdale, FL 33310

CitiCapital (Bankers Leasing)    Hematology Analyzer    $12,000
P.O. Box 72477878
Philadelphia, PA 19170-7878

De Lage Landen                   Otoscope,              $10,000
P.O. Box 41601                   Audiopath,
Philadelphia, PA 19101           Vision Lease

Merck                            Medical Supplies        $7,500
1645 Satellite Boulevard
Duluth, GA 30097

Sanofi Pasteur                   Medical Supplies        $6,881
12458 Collections Center Drive
Chicago, IL 60693

Blue Cross Blue Shield           Employee Health         $5,000
801 Pine Street                  Insurance
Chattanooga, TN 37402

Pitney Bowes                     Lease On Postage        $5,000
P.O. Box 856042                  Machine
Louisville, KY 40285

Medical Manager                                          $4,000
4902 Eisenhower Boulevard
Suite 300
Tampa, FL 33634

Metro Medical Supply             Medical Supplies        $3,000
200 Cumberland Bend
Nashville, TN 37228

Infolab                          Lab Supplies            $2,500
P.O. Box 1309
Clarksdale, MS 38614

Wyeth Pharmaceuticals            Medical Supplies        $2,100
P.O. Box 75400
Charlotte, NC 28275

Bessee Medical Supply            Medical Supplies        $2,008
1576 Solutions Center
Chicago, IL 60677

Hargrove LLC                     Copier Lease            $2,000
118 South Court Sp
Mcminnville, TN 37110

Physician Sales & Service Inc.   Medical Supplies        $2,000
4105 Royal Drive NW, Suite 600
Kennesaw, GA 30144-6439


NAVISITE INC: Balance Sheet Upside-Down by $2.32 Mil. at July 31
----------------------------------------------------------------
NaviSite, Inc. (Nasdaq SC: NAVI), reported financial results
for its fourth quarter and fiscal year 2005, which ended
July 31, 2005.

NaviSite recorded $3.8 million of positive EBITDA, excluding
impairment and other one-time charges for the fourth quarter of
fiscal year 2005, which marked the Company's eighth consecutive
quarter of positive EBITDA, increasing from $3.3 million in the
third fiscal quarter of 2005, $2.6 million in the second fiscal
quarter of 2005 and $1.3 million in the first fiscal quarter of
2005.  NaviSite's EBITDA, excluding impairment and other one-time
charges, for the same period last year was $0.1 million.  The
Company completed fiscal year 2005 with $10.9 million in
EBITDA, excluding impairment and one-time charges, compared to
$4.7 million for fiscal year 2004, a 130% increase.  The Company
decreased its net loss to $1.5 million for the fourth quarter of
fiscal year 2005, as compared with a net loss of $11.5 million for
the same quarter of fiscal year 2004.

        Fourth Quarter and Fiscal Year Financial Results

Revenue for the fourth quarter of fiscal year 2005 was
$25.8 million, compared to $25.2 million for the fourth quarter of
fiscal year 2004.  Sequentially, as compared to the third quarter
of fiscal year 2005, revenue declined 3.7%. Revenue for fiscal
year 2005 was $109.9 million, a 21% increase over revenue of
$91.2 million in fiscal year 2004.  NaviSite generated gross
profit of $7.9 million for the fourth quarter of fiscal year 2005,
or 31% of revenue, compared to $5.4 million, or 22% of revenue,
for the same fiscal quarter of 2004.  The Company closed fiscal
year 2005 with gross profit of $29.3 million, or 27% of revenue,
compared to $21.9 million, or 24% of revenue, in fiscal year 2004.

NaviSite generated positive cash flow during the fourth quarter
of fiscal year 2005, ending with $6.8 million of cash at
July 31, 2005, an increase of $5.3 million from the end of the
third quarter of fiscal year 2005.  The Company attributes this
increase in cash during the fourth quarter to the sale of the
Microsoft Business Solutions practice and the positive cash flow
from operations during the quarter.

The Company reported a net loss of $1.5 million for the fourth
quarter of fiscal year 2005, as compared with a net loss of
$11.5 million for the same quarter of fiscal year 2004.  Net loss
for fiscal year 2005 was $15.7 million, as compared with a net
loss of $21.4 million for fiscal year 2004.  

The Company continued to increase its cost efficiencies as
demonstrated in the decreased net loss and net loss per share.

"We are pleased to mark record EBITDA for both the quarter and the
year," said Arthur Becker, CEO, NaviSite.  "Our focus in 2005 was
to complete the integration of the prior acquisitions and to
position ourselves for significant revenue growth as we enter
fiscal year 2006.  We've structured our business units to drive
revenue growth in each of the focus areas of Hosting Services,
Outsourcing Services and Professional Services and invested in
strategic hires to fulfill this strategy.  We project revenue for
the first quarter of fiscal year 2006 to be between $25.1 and
$25.5 million, which represents growth of 2% over Q4 2005,
excluding the impact of the sale of our Microsoft Business
Solutions practice.  Despite projected revenue growth in the first
quarter of 2006, EBITDA, excluding impairment and one-time
charges, is projected to be between $2.6 million and $3 million
for the first quarter of fiscal year 2006, reflecting the planned
investments in key hires for professional services to drive
revenue and EBITDA in subsequent quarters."

   Key Highlights for the Fourth Quarter and Fiscal Year 2005

NaviSite has structured its business units to focus on key growth
markets that include NaviSite Hosting Services, NaviSite
Outsourcing Services and NaviSite Professional Services.  To
support these business units, NaviSite made a number of strategic
hires in the fourth quarter of fiscal year 2005 including Nasir
Cochinwala as Senior Vice President of Professional Services, who
has already begun building his team and gaining revenue traction
in both PeopleSoft Enterprise and Oracle eBusiness Suite accounts.

Sumeet Sabharwal, Senior Vice President of Outsourcing Services,
was hired in the second quarter of fiscal year 2005, to lead
NaviSite's Outsourcing Services business unit and to expand
NaviSite's global delivery capability.  Mark Clayman, Senior Vice
President of Hosting Services, continues to be responsible for
providing managed hosting, collocation and application management
services and now also has responsibility for the product
development, marketing and sales for this practice.

Also in the quarter, NaviSite sold its New England-based Microsoft
Business Solutions software resell and professional services
practice in July 2005 for approximately $3.5 million to its
long-time partner Navint Consulting, LLC.  The business recorded
annual revenue of approximately $4 million, and the divestiture
was EBITDA neutral.  The sale of this regionally focused value
added reseller is consistent with NaviSite's core focus on its
application outsourcing and managed service offerings for Oracle,
Microsoft and Siebel applications.  NaviSite, a Microsoft Gold
Certified Partner, maintains its nationwide Microsoft hosting
practice ensuring end-to-end service offerings to Microsoft
customers.

NaviSite also continued to grow its global footprint by ending
fiscal year 2005 with more than 60 employees in its NaviSite India
Private Limited office, located in Gurgaon, outside of New Delhi,
India.  NaviSite opened the office in January 2005 as an extension
of the Company's global delivery platform, which provides a
component of the support for its customers in the U.S. and Europe.
During the fourth quarter of fiscal year 2005, NaviSite moved into
its permanent offices in Gurgaon.  The Company is committed to the
continued expansion of its India operations, highlighting
application implementation and management support as the next
phase of this expansion.

Overall, the Company recorded revenue during the fourth quarter of
fiscal year 2005 with approximately 910 hosted customers.  Of
these 910 customers, 21 were also active NaviSite professional
services customers.  The Company had approximately 168 additional
professional services and software licensing customers -- mainly
through its Microsoft Business Solutions practice -- that were
active during the fourth quarter and that did not have any form of
hosting contracts.

Highlights for the quarter include:

   * signed 52 new hosted customers in the fourth quarter of 2005;   

   * reduced revenue from customer churn, excluding major
     accounts, to 1.1% per month, from 2.7% per month in the third
     fiscal quarter; and   
  
   * launched its enhanced NaviView(TM) Customer Service Portal
     with features to dramatically improve the customer's
     experience and provide greater control over the management of
     hosted applications, including an optimized user interface,
     remote monitoring, ePayment and eBilling capabilities.   

NaviSite Inc. -- http://www.navisite.com/-- provides IT hosting,  
outsourcing and professional services for mid- to large-sized
organizations.  Leveraging a proven set of technologies and
extensive subject matter expertise, we deliver cost-effective,
flexible solutions that provide responsive and predictable levels
of service for our clients' businesses.  Over 900 companies across
a variety of industries rely on NaviSite to build, implement and
manage their mission-critical systems and applications.  NaviSite
is a trusted advisor committed to ensuring the long-term success
of our customers' business applications and technology strategies.
NaviSite has 15 state-of-the-art data centers and eight major
office locations across the U.S., U.K. and India.

As of July 31, 2005, the Company's balance sheet reflected a
$2,322,000 stockholders' deficit compared to a $11,082,000
positive equity at July 31, 2004.


NORTEL NETWORK: Security Release Prompt S&P to Assign B- Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Nortel Networks Ltd., on the release of
security with respect to the Export Development Canada
performance-based support facility.  At the same time, Standard &
Poor's withdrew all the senior secured debt ratings on the company
and assigned its senior unsecured ratings on Nortel's public debt
securities at 'B-'.

The release of security under the EDC facility also resulted in
the termination of various security agreements with respect to
Nortel's public debt securities.  "The ratings on Nortel's debt
securities are unaffected, as all debt will continue to rank parri
passu," said Standard & Poor's credit analyst Joe Morin.


NORTHWEST AIRLINES: Boies Schiller Approved as Antitrust Counsel
----------------------------------------------------------------
Northwest Airlines Corporation and its debtor-affiliates need
special counsel to perform legal services in connection with
antitrust, litigation and regulatory issues.

In this regard, the Debtors sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Boies, Schiller & Flexner, LLP, as special antitrust and
litigation counsel pursuant to Section 327(e) of the Bankruptcy
Code.

According to Barry Simon, executive vice president and general
counsel for Northwest Airlines Corporation, Boies Schiller's
selection is based on its experience and knowledge in the field
of antitrust law, its expertise, experience and knowledge of
litigation, its experience in representing the Debtors prior to
the Petition Date, and its ability to quickly respond to all
issues that may arise in these cases.  This makes Boies Schiller
both well qualified and able to represent the Debtors in their
Chapter 11 cases in an efficient and timely manner.  

Mr. Simon told the Court that the Debtors have utilized Boies
Schiller before the Petition Date to handle issues concerning:

   (a) representation of the Debtors in private civil actions;

   (b) regulatory matters, including a Joint Application for
       Antitrust Immunity before the Department of
       Transportation; and

   (c) various antitrust investigations conducted by the
       Department of Justice.

The Firm also provides antitrust, litigation and regulatory
advice to the Debtors on an ongoing basis.

Boies Schiller will:

   (a) continue representation of the Debtors in the continuing
       matters;

   (b) continue to advise the Debtors concerning antitrust,
       regulatory and litigation issues; and

   (c) perform all other necessary legal services in furtherance
       of their role as the Debtors' Special Antitrust and
       Litigation Counsel.

Boies Schiller will be compensated for its legal services on an
hourly basis in accordance with the Firm's ordinary and customary
hourly rates:

           Professional                      Rate
           ------------                      ----
           Partners                      $350 to $810
           Associates                    $150 to $390
           Legal Assistants               $95 to $245

The principal attorneys and paralegals designated to represent
the Debtors and their standard hourly rates are:

           Professional                      Rate
           ------------                      ----
           David Boies                       $810
           James Denvir                      $520
           Andrew Hayes                      $510
           Jonathan Shaw                     $510
           Amy Mauser                        $520
           Alfred Levitt                     $420
           Scott Gant                        $395
           Paul Kunz                         $300
           Daniel Low                        $330
           Jerren Holdip                      $95
           George Perkins                    $125
           Abayomi Ayandipo                  $105
           Beth Brivic                       $100

The Debtors will also reimburse the Firm for necessary expenses
incurred.

James P. Denvir, a partner at Boies Schiller, disclosed that
prior to the Petition Date, the Firm was paid a $240,000 retainer
on the Debtors' behalf.  This retainer was paid for services to
be rendered and expenses to be incurred in connection with the
Debtors' cases postpetition.  A $240,000 balance remains as a
general retainer for postpetition services.

The Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b), Mr. Denvir assures Judge Gropper.

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: Injunction Against Utility Cos. Draws Fire
--------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York to:

   (a) prohibit the Utility Companies from altering, refusing, or  
       discontinuing Utility Services on account of prepetition  
       invoices, including the making of demands for security  
       deposits or accelerated payment terms; and  

   (b) deem the utility service providers adequately assured of  
       future performance.

                            Objections

(A) Qwest

Qwest Corporation and Qwest Communications Corporation object to  
the Debtors' request as they are unable to determine whether the  
request will be adequate or will provide any assurance of  
payment.   

Andrew H. Sherman, Esq., at Sills Cummis Epstein & Gross P.C., in  
New York, contends that there is no substantive information  
provided in the Adequate Assurance Motion to enable the Court,  
QC, and QCC to respond to the Debtors' proposal to create a  
$2,016,000 reserve fund and then grant to QC and QCC a pari passu  
lien for the 15-day estimated amount.

Mr. Sherman says that the Debtors omitted information on:

   (a) the aggregate monthly bills due to each of the Utility  
       Companies;

   (b) the projected aggregate monthly services to be provided by  
       the Utility Companies and utilized by the Debtors; and

   (c) the projected monthly profit/loss for the Debtors'  
       postpetition operations.

This information will enable the Court, QC, and QCC to determine  
whether the $2,016,000 Utility Reserve will be adequate or  
provide assurance of payment, Mr. Sherman explains.

Mr. Sherman tells the Court that QC provides telecommunications  
services to the Debtors through hundreds of accounts located  
throughout its 14 state region.  QCC also provides  
telecommunications services to the Debtors pursuant to certain  
contracts or agreements.

On average, QC provides in excess of $585,000 in monthly services  
to the Debtors, and QCC provides $23,000 in monthly services.   

According to Mr. Sherman, since the Debtors have requested  
significant additional services from QC, the average amount of  
services is likely to increase.

QC and QCC bill the Debtors for telecommunications services in  
arrears and payment is not due until 30 days after the date the  
bill is rendered.  When QC and QCC render all of their bills for  
services in a particular month by the end of that month, they may  
not become aware of a payment default by the Debtors on those  
invoices until an entire additional month had expired.  In this  
matter, QC and QCC could be advancing credit -- on a compulsory  
basis -- in excess of $1,000,000 before a default is even  
recognized or recorded on QC's and QCC's systems, Mr. Sherman  
contends.

Since QC and QCC will be forced to involuntarily provide in  
excess of $600,000 a month in credit to the Debtors, a $2,016,000  
reserve is inadequate, Mr. Sherman maintains.

To provide adequate assurance of payment as contemplated by  
Section 366 of the Bankruptcy Code, QC and QCC submit that any  
utility reserve must be coupled with additional protections for  
the Utility Companies.  QC and QCC assert that these frameworks  
should form the basis of adequate assurance in the Debtors'  
cases:

   (a) The Debtors should be required to satisfy any postpetition  
       obligations to the Utility Companies and then pre-pay for  
       the Utility Companies' services twice each month.  The  
       payments should be in an amount equal to half the average  
       of the monthly charges for each Utility Company over the  
       12-month period preceding the Petition Date;

   (b) The Utility Reserve should be in an amount equal to the  
       average of the monthly charges for all Utility Companies  
       over the 12-month period preceding the Petition Date.  To  
       the extent that utility services increase or decrease  
       during the pendency of the Debtors' cases, it should be  
       increased or decreased on a quarterly basis;

   (c) All Utility Companies should be granted a pari passu first  
       priority security interest in and lien on the Utility  
       Reserve in an amount equal to the average of the monthly  
       charges for the Utility Company over the 12-month period  
       preceding the Petition Date;

   (d) On any postpetition default, the Utility Companies should  
       be able to draw on and be paid from the Utility Reserve  
       after a 5-day notice and cure period.  If there is a draw  
       on the Utility Reserve as a result of any default, the  
       Debtors should be required to replenish the Utility  
       Reserve in the amount of the draw;

   (e) The Utility Reserve should not be subject to any liens,  
       claims, or encumbrances, other than the claims of the  
       Utility Companies;

   (f) QC and QCC should be entitled to terminate services after  
       a postpetition payment default which remains uncured after  
       notice and opportunity to cure;

   (g) If the Debtors dispute a portion of any postpetition  
       billing statement, invoice or request for payment, the  
       dispute should not entitle the Debtors to withhold any  
       payment otherwise due to QC and QCC.  All disputes should  
       be filed in a timely manner and resolved in accordance  
       with any applicable contract or tariff;

   (h) The Debtors should acknowledge that all postpetition  
       amounts they owe to QC and QCC for services rendered will  
       constitute administrative expenses of the Debtors'  
       estates;

   (i) The Debtors should be required to provide the Utility  
       Companies with weekly flash reports with respect to their  
       available cash and administrative liabilities, subject to  
       reasonable confidentiality restrictions; and  

   (g) In the event of a material adverse change in the liquidity  
       of the Debtors or other material adverse change in their
       circumstances that would affect their ability to make a  
       payment to QC and QCC, QC and QCC should be entitled to  
       seek from the Court a determination of further or  
       different adequate assurance pursuant to Section 366(b).

Accordingly, QC and QCC ask the Court to deny the Debtors'  
Adequate Assurance Motion.

(B) AT&T

AT&T Corp. provides telecommunications and related services to  
the Debtors, and is owed $648,6701 as of the Petition Date.

Specifically, AT&T provides local and long distance voice and  
data service, teleconferencing service, toll free voice services,  
web-hosting, and calling card products, with an aggregate average  
monthly run rate of $1,005,932.

Scott Cargill, Esq., at Lowenstein Sandler PC, in Roseland, New  
Jersey, asserts that any recovery from the Utility Reserve will  
most likely be insufficient to satisfy AT&T's postpetition  
invoices.

Therefore, AT&T asks the Court to direct the Debtors to:

   (a) post a security deposit equal to three months of  
       anticipated AT&T Services totaling $3,017,796; and  

   (b) prepay AT&T's monthly invoices, subject to the Debtors'    
       right to subsequently dispute any actual charges.  

To the extent that the Debtors dispute any charges for AT&T  
Services, AT&T wants the Debtors implement a procedure by which  
disputes are resolved in an expedited manner.

In the event the Debtors default on any of their postpetition  
obligations to AT&T, AT&T asks for the Court's authority to  
suspend or terminate all its services to the Debtors unless, the  
Debtors cure the default within five business days after AT&T  
provides written notice of the default.

In addition, AT&T requests the Court's approval to enter into a  
postpetition setoff arrangement with the Debtors whereby any  
amounts owed to AT&T by the Debtors on a monthly basis for AT&T  
Services may be set off against any amounts owed to the Debtors  
by AT&T on a monthly basis for the switched access services that  
the Debtors provide to AT&T.

AT&T reserves the right to request further adequate assurance of  
payment pursuant to the Debtors' proposed order should  
circumstances warrants.

(C) CenterPoint

CenterPoint Energy delivers natural gas to the Debtors.

According to Constantine D. Pourakis, Esq., at Stevens & Lee,  
P.C., in New York, CNP estimates its utility charges to the  
Debtors to be $1.5 million for January and February alone.

CNP's projection of the Debtors' energy costs consumption for the  
next 12 months are:

                   Month           Projected Cost
                   -----           --------------
                   October 2005       $261,600
                   November 2005      $499,200
                   December 2005      $634,800
                   January 2006       $808,800
                   February 2006      $646,800
                   March 2006         $538,800
                   April 2006         $316,800
                   May 2006           $162,000
                   June 2006           $79,200
                   July 2006           $79,200
                   August 2006         $66,000
                   September 2006      $84,000

Mr. Pourakis asserts that the Debtors' treatment of unpaid  
postpetition utility charges as administrative expense claims is  
duplicative of rights that CNP and the other Utility Companies  
already have, therefore, adds no value to the Debtors' assurance.

Because CNP's estimate of utility charges for two months equals  
almost three-quarters of the entire Utility Reserve to be shared  
among 650 Utility Companies, the Utility Reserve is inadequate.
Thus, the Debtors' request should be denied.

CNP asks the Court to require the Debtors to immediately pay for  
all postpetition energy consumption and, going forward, to prepay  
for all utility services provided by CNP to the Debtors.

In case the Debtors default, CNP seeks permission to immediately  
terminate its services to the Debtors.

(D) Metropolitan Airports Commission

The Metropolitan Airports Commission owns and operates the  
Minneapolis-St. Paul International Airport.

MAC wants all parties participating in the Adequate Assurance  
Fund, including MAC, to share ratably in any additional  
protections provided by the Debtors whether by agreement or court  
order.

MAC and Northwest Airlines, Inc., are parties to numerous lease  
agreements including, but not limited to, an Airline Operating  
Agreement and Terminal Building Lease dated January 1, 1999, as  
supplemented and amended.  Under the Operating Agreement, the  
Debtors are obligated to pay MAC for utility charges incurred in  
connection with Debtors' operations at MSP.

According to Connie A. Lahn, Esq., at Fafinski Mark & Johnson,  
P.A., in Eden Prairie, Minnesota, the utility charges are  
estimated to be $200,000 per month.  Ms. Lahn reports that the  
Debtors have failed to pay MAC $212,000 for prepetition utility  
usages.

Ms. Lahn informs Judge Gropper that the utility charges are part  
of the lease obligations under the Operating Agreement.  Under  
Section 365 of the Bankruptcy Code, the Debtors are required to  
cure these amounts should they assume the Operating Agreement.

In their request, the Debtors reserved the right to eliminate any  
party from the benefits of the Adequate Assurance Fund and,  
presumably, from any other protections that the Court may order  
or the Debtors may agree to.  Ms. Lahn contends that the Debtors  
should not be entitled to do so without prior notice and hearing  
to the affected parties.

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: Maintenance & Service Payments Opposed
----------------------------------------------------------
As previously reported, Judge Gropper of U.S. Bankruptcy Court for
the Southern District of New York authorized Northwest Airlines
Corp. and its debtor-affiliates to:

   1.  pay any undisputed prepetition claims that have given or
       could give rise to Liens or Interests against the Debtors'
       property, regardless of whether the Outside Maintenance
       and Service Providers, Shippers, or Contractors already
       have perfected the Liens or Interests; and

   2.  honor Maintenance Contracts and Pass Through Projects in
       the ordinary course of their business.

                       U.S. Bank Objects

U.S. Bank National Association, as indenture trustee with respect
to the Airport Revenue Bonds, informs the Court that an Event of
Default under the Bonds has occurred as a result of the Debtors'
Chapter 11 filing.

According to T. William Opdyke, Esq., at Sheppard, Mullin,
Richter & Hampton LLP, in Los Angeles, California, U.S. Bank
holds funds in connection with the Airport Revenue Bonds.
However, because an Event of Default has occurred, U.S. Bank need
not honor requisitions by the Debtors for payment of costs of the
projects related to the Bonds.  

Mr. Opdyke notes that, because the Motion does not identify the
Pass Through Projects to which it is intended to apply, U.S. Bank
cannot be certain whether the Debtors intended to seek relief
with respect to the Funds.

To the extent that the Debtors seek to compel the disbursement of
the Funds, U.S Bank asks the Court to deny the Motion on grounds
that the Debtors have no basis to do so.

Mr. Opdyke points out that the Debtors have admitted that they
have no interest in any of the funds indicated, stating that the
payments are made from "third party funds" and that "the Debtors'
duties and responsibilities do not implicate assets of the
Debtors' estates."  In addition, the Debtors do not assert that
they are parties to any executory contract under which they are
entitled to compel disbursement of any of the Funds.

According to Mr. Opdyke, even if there was any executory
contract, the contract would not be assumable, and the Event of
Default would remain in effect, by reason of Sections 365(c)(2)
and 365(e)(2)(B) the Bankruptcy Code.

The Airport Revenue Bonds consist of:

  -- the Duluth Airport Tax Increment Revenue Bonds Series 1995
     A, B, C, and D;

  -- the Chicago-O'Hare International Airport Special Facility
     Revenue Variable Rate Demand Bonds Series 1988-A,
     1988-B, 1988-C;

  -- the Metropolitan Knoxville Airport Authority Special
      Purpose Revenue Bonds Series 2002;

  -- the Charter County of Wayne, MI Special Airport Facility
      Revenue Refunding Bonds Series 1995; and

  -- the Charter County of Wayne, MI Special Airport Facility
      Revenue Bonds Series 1999.

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)


NOVA COMMUNICATIONS: Timothy Steers Raises Going Concern Doubt
--------------------------------------------------------------
Timothy L. Steers, CPA, LLC, expressed substantial doubt about
Nova Communications, Ltd.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended June 30, 2005 and 2004.  The auditing firm points to
the Company's significant operating losses and working capital
deficit.

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission, Nova reported
a $5,418,341 net loss on $1,316,697 of sales compared to a
$4,442,782 net loss on zero sales for fiscal year 2004.

Net operating loss for the year ended June 30, 2005, was
$5,332,782, and net operating loss for the year ended June 30,
2004 was $3,720,499.

The Company's balance sheet showed $11,506,829 of assets at June
30, 2005, and liabilities totaling $7,356,554.  As a result of the
2005 acquisition of Nacio Systems, Inc., the Company's assets grew
by $10,525,323 from $981,506 at June 30, 2004.  Current assets at
June 30, 2005, total $924,167 while current liabilities total
$4,745,708, resulting in a working capital deficit of $3,821,541.

                  Nacio Systems Acquisition

Nova completed the acquisition of the all of the business and
operating assets, including all intellectual property, of Nacio
Systems on Oct. 21, 2005.  The Company issued its common stock,
with a market value of approximately $8 million to pay for Nacio
Systems' assets.

                         About Nova

Nova Communications, fka First Colonial Ventures, is looking for
companies that share a potential for growth and a need for
capital.  The company owns Aqua Xtremes, which makes a jet-powered
surfboard.  In May 2005 it acquired Nacio Systems, a provider of
outsourced information technology services for corporate
customers.


O'SULLIVAN IND: Can Continue Using Sr. Sec. Noteolders Collateral
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 20, 2005, the members of the Ad Hoc Committee and O'Sullivan
Industries Holdings, Inc., and its debtor-affiliates have proposed
to enter into a Stipulation and Consent Order Pursuant to Sections
361, 363 and 364(d)(1) of the Bankruptcy Code and Rule 4001 of the
Federal Rules of Bankruptcy Procedure Providing Trustee for Senior
Secured Noteholders with Adequate Protection in Connection with
Debtors' Authorization to Obtain Secured Postpetition Financing
and Use Cash Collateral.

In a Court-approved stipulation, the Ad Hoc Senior Secured
Noteholders Committee permit the Debtors to continue using the
Prepetition Senior Secured Notes Collateral, including the Note
Cash Collateral, for so long as the Debtors remain in compliance
with the Stipulation.

The U.S. Bankruptcy Court for the Northern District of Georgia
will convene a final hearing to consider the Debtors' request on
November 7, 2005, at 2:00 p.m.  Objections to the Debtors' use of
the Cash Collateral are due November 3, 2005.

The Debtors will grant The Bank of New York, for and on behalf of
the Senior Secured Noteholders, postpetition replacement security
interests in and liens on its assets as adequate protection of the
Bank of New York's interests in the Prepetition Senior Secured
Notes Collateral.

The Debtors agree to pay the reasonable fees and expenses incurred
by the Ad Hoc Committee, including the fees and expenses of
Kasowitz, Benson, Torres & Friedman, LLP, and Alston & Bird,
LLP, the Committee's legal advisors, and Rothschild, Inc., its
financial advisor, including Rothschild's $125,000 monthly
retainer fee.  The Debtors will not be paying any transaction,
success or similar fees that the Committee promised Rothschild.

A full-text copy of the Stipulation is available at no charge at

             http://researcharchives.com/t/s?297

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: Can Honor Prepetition Employee Obligations
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
participate in, or are obligated under, a number of different
salary, wage, and benefit structures, programs, and plans.  James
C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, P.A., in
Atlanta, Georgia, asserts that it is imperative that the Debtors
be permitted to continue to pay and honor all prepetition
obligations to employees and other parties.

In this regard, the Debtors sought and obtained the U.S.
Bankruptcy Court for the Northern District of Georgia's authority
to:

   (1) pay prepetition wages, salaries, bonuses, and related
       benefits, as well as all payroll withholding taxes and
       other amounts related thereto;

   (2) pay commissioned non-employee sales representatives in
       accordance with prepetition policies;

   (3) pay certain deferred compensation obligations;

   (4) pay their outstanding credit card obligations to General
       Electric Capital Corporation and Barclays Bank;

   (5) fund their prepetition medical and short-term and
       long-term disability programs;

   (6) pay all prepetition premiums for workers' compensation
       insurance, life insurance, accidental death and
       dismemberment insurance, and other insurance, and to pay
       all costs and expenses in connection with the
       administration, servicing, and processing thereof, if any;

   (7) satisfy all other prepetition employee benefits, including
       honoring all prepetition vacation pay policies;

   (8) continue to honor and make severance payments pursuant to
       a Severance Policy; and

   (9) reimbursement employees for flexible spending expenses,
       ordinary business expenses, and other expenses.

             Salaries, Wages, Commissions, & Bonuses

The Debtors' employees are paid on either a salaried or an hourly
basis every Thursday for the period ending the previous Saturday
at midnight.  The Debtors' weekly payroll, including overtime,
aggregates about $1,000,000.

The Debtors believe that, as of the Petition Date, the aggregate
amount of salaries and wages that has accrued but has not yet been
paid, or that has been paid but not yet presented for payment or
cleared through the banking system, should not exceed
$870,000.  Mr. Cifelli adds that, as of the Petition Date, the
Debtors owe at most $270,000 for commissions.

                       Payroll Withholdings

Included in the payroll amounts are funds withheld by the Debtors
for the benefit of third parties.  The Debtors believe that, as of
the Petition Date, the aggregate amount of funds withheld and not
yet transferred, or transferred but not yet presented for payment
or cleared through the banking system, should not exceed
$350,000.

Furthermore, the Debtors garnish specific amounts from certain
employees' wages earned during each payroll cycle and transfer
them in accordance with certain court orders.  As of the Petition
Date, the Debtors have garnished $9,000 from employees' paychecks
that has not yet been transferred or has been transferred but not
yet presented for payment or cleared through the banking system.

                 Savings & Profit Sharing Plan

The Debtors sponsor a Savings and Profit Sharing Plan, which
constitutes a qualified retirement savings plan under the
Internal Revenue Code, administered by Diversified Investment
Advisors, Inc.  The Savings and Profit Sharing Plan is comprised
of two components -- a 401k plan and a profit sharing plan.

The Debtors transfer funds withheld from employees' wages and
salaries on account of the 401k plan by wire payment to
Diversified within one week of the payroll pay date.  As of the
Petition Date, the aggregate amount of those funds withheld and
not yet transferred should not exceed $43,000, Mr. Cifelli says.

The Debtors also transfer matching contributions to the 401k plan
by wire payment to Diversified within one week of the payroll pay
date.  As of the Petition Date, the aggregate amount of funds not
yet transferred should not exceed $24,000.

Furthermore, under the profit sharing plan, the Debtors may
contribute annually an amount determined by the Board of
Directors.  Contributions to the profit sharing plan vest 100%
when the employee completes five years of service with the
Debtors.  The Debtors have not made any contributions to the
profit sharing plan since fiscal year 2002.

                   Deferred Compensation Plan

The Debtors offer a non-qualified deferred compensation plan to
highly compensated employees, enabling them to defer portions of
their income.

The Debtors estimate that, as of the Petition Date, the aggregate
amount of all deferred compensation obligations is $242,000,
$74,000 of which is owed to current employees and $168,000 of
which is owed to former employees.  At this point, the Debtors are
only requesting authority, in accordance with the deferred
compensation plan, to make deferred compensation payments to those
individuals employed by them as of the Petition Date, in the event
the employees leave the Debtors.

                      Severance Policy

Under the Severance Policy, the Debtors provide four months of
severance payments to employees at the vice president level, three
months of severance payments to employees at the director level,
two months of severance payments to employees at the manager
level, and one month of severance payments to employees at the
supervisor level.  In addition, office hourly employees are
provided three weeks of severance.

These payments are made according to the severed employee's normal
pay schedule and are subject to required legal withholding for
social security and taxes.  Severance benefits generally are not
paid unless the eligible employee has executed an approved
agreement by which he or she releases all of his or her then
existing rights and claims against the Debtors.

The Debtors are not currently making any payments under the
Severance Policy to former employees terminated prepetition.

However, the Debtors want to make severance payments, in
accordance with the Severance Policy, to eligible employees who
are terminated postpetition.

                    Reimbursement of Expenses

The Debtors reimburse employees for various expenses incurred for
the benefit of the Debtors.  The Debtors pay for the majority of
those expenses with a GECC corporate credit card and with two
Barclays Bank (UK) corporate credit cards.  As of the Petition
Date, the Debtors had incurred but not yet paid $140,000 to GECC
and $10,000 to Barclays on account of these credit cards.

                          Paid Vacation

Employees accrue annual paid vacation based on their length of
continuous service with the Debtors and their hours worked during
the prior calendar year.  As of the Petition Date, most employees
have not taken all of their accrued vacation days and have accrued
$1,700,000 on account of unused vacation days.

              Medical, Dental, & Vision Benefits

The Debtors provide medical, dental, and vision insurance plans to
virtually all employees.  Hourly factory employees are eligible to
participate in these plans beginning on the first of the month
following the date that is 90 days from their date of hire by the
Debtors.  All other employees are eligible to participate on the
first of the month following their date of hire.

The Debtors' medical insurance providers, Blue Cross-Blue Shield
of Georgia and Blue Cross-Blue Shield of Missouri, process all
medical claims, determine the amount of each benefit due, and
prepare and mail benefit checks.

                      Flexible Spending Plan

The Debtors offer a flexible spending plan that allows
participating employees to have withheld, on a pre-tax basis, up
to $5,000 for reimbursement of eligible medical care expenses and
up to $5,000 for reimbursement of eligible child care expenses.  

The Debtors estimate that the amount of claims under the flexible
spending plan that has accrued prior to the Petition Date but that
has not yet been reimbursed should not exceed $51,000.

               Short-Term & Long-Term Disability

The Debtors' self-insured, short-term disability program provides
continuing salary for covered employees for periods of disability
due to sickness or accidental injury.  For Factory Employees, the
Debtors continue to pay 50% of the employee's base pay, up to
$200 a week, for up to a maximum of 180 days.  For Non-Factory
Employees, the Debtors continue to pay up to 100% of the
employee's base pay for up to a maximum of 180 days.

The Debtors' short-term disability program is administered by
Standard Insurance Company, which receives a monthly
administrative fee for its services.  As of the Petition Date,
about 20 employees receive $10,300 per month under the Debtors'
short-term disability program.

         Life Insurance & Related Insurance Benefits

The Debtors provide life insurance to eligible Non-Factory
Employees of up to two times their base salary and to eligible
Factory Employees for $10,000.  The Debtors also provide
accidental death and dismemberment through Standard on
substantially the same terms.  The Debtors pay premiums on these
policies monthly in advance -- $3,200 per month for life insurance
and $4,500 per month for accidental death and dismemberment
insurance.

       Workers' Compensation & Other Insurance Policies

The Debtors maintain various insurance policies through AIG
Specialty Workers' Compensation, pursuant to which they provide
workers' compensation coverage to all of their employees.  The
Workers' Compensation Policy has a one-year term that expires on
June 30, 2006.  The annual premium, approximately $3,000,000, has
been paid by AFCO Premium Credit LLC, with which the Debtors have
a premium finance agreement, dated July 18, 2005.  The Debtors
made a 20% advance payment to AFCO pursuant to the premium
financing agreement and are obligated to make payments to AFCO of
$343,000 per month over a nine-month period.  No premiums are
outstanding as of the Petition Date.

                        Other Benefits

Other benefits include paid time off for jury duty and bereavement
periods.  Employees are also eligible to purchase the
Debtors' products at cost, in some cases authorizing the Debtors
to deduct the purchase price from their paychecks, and are
eligible to receive free items pursuant to the Debtors' service
award program.  The Debtors make company car payments, totaling
GBP3,100 per month, on behalf of three U.K. employees.

Mr. Cifelli assures that Court that the Debtors anticipate having
the cash on hand to pay their employee obligations.  The Debtors
further ask the Court to direct the banks to honor all checks
issued and fund transfers requested in respect of these
obligations.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Wants More Time to File Bankr. Schedules
---------------------------------------------------------------
A debtor is required under Rule 1007(c) of the Federal Rules of
Bankruptcy Procedure to file its schedules of assets and
liabilities, schedule of executory contracts and unexpired leases,
and statement of financial affairs within 15 days after the
Petition Date.  Rule 1007(c), however, provides a bankruptcy court
with the ability to extend the debtor's time to file its schedules
and statements "for cause."

At O'Sullivan Industries Holdings, Inc. and its debtor-affiliates'
request, the U.S. Bankruptcy Court for the Northern District of
Georgia extends their deadline to file Schedules of Assets and
Liabilities and Statements of Financial Affairs to November 14,
2005.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, relates that the Debtors have already
begun, made significant progress, and will continue to work
diligently to compile the information necessary to complete their
Schedules and Statements.  

"The Debtors must gather information from various documents and
locations and complete the posting of their books of account as of
the Petition Date or other dates, as appropriate," Mr. Cifelli
explains.  "Then the Debtors (and their counsel) must review that
information and prepare and verify the Schedules and Statements."  

Given the critical matters with which they are currently dealing,
the Debtors have not yet had sufficient time to collect and
assemble all of the requisite financial data and other information
and to prepare all of the Schedules and Statements required by the
Bankruptcy Rules, Mr. Cifelli notes.

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)


OMEGA HEALTHCARE: Posts $5.1 Million of Net Income in 3rd Quarter
-----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI), reported its results
of operations for the quarter ended September 30, 2005.  The
Company also reported Funds From Operations available to common
stockholders for the three months ended September 30, 2005, of
$8.2 million.

The $8.2 million of FFO available to common stockholders for the
quarter includes the impact of a $5.5 million non-cash provision
for impairment and $0.3 million of non-cash restricted stock
amortization expense.  FFO is presented in accordance with the
guidelines for the calculation and reporting of FFO issued by the
National Association of Real Estate Investment Trusts.  Adjusted
FFO, which excludes the impact of the non-cash provision for
impairment and the non-cash restricted stock amortization
expense, was $0.27 per common share for the three months ended
September 30, 2005.

                         GAAP Net Income

The Company reported net income of $5.1 million and $16.7 million
for the three and nine month periods ending September 30, 2005,
respectively.  The Company also reported net income available to
common stockholders of $2.6 million and operating revenues of
$26 million for the three months ended September 30, 2005.  This
compares to net income available to common stockholders of
$5.1 million and operating revenues of $21.2 million for the same
period in 2004.

                   Third Quarter 2005 Results

Operating Revenues and Expenses

Operating revenues for the three months ended September 30, 2005,
were $26 million.  Operating expenses for the three months
ended September 30, 2005, totaled $13.9 million, comprised of
$6.2 million of depreciation and amortization expense, $2 million
of general and administrative expenses, a non-cash provision for
impairment of $5.5 million and $0.3 million of restricted stock
amortization.  The $5.5 million provision for impairment charge
was recorded to reduce the carrying value of three facilities to
their estimated fair value.

Other Expenses

Other expenses for the three months ended September 30, 2005, were
$8.2 million and were comprised of $7.7 million of interest
expense and $0.5 million of non-cash interest expense.

Funds From Operations

For the three months ended September 30, 2005, reportable FFO
available to common stockholders was $8.2 million compared to
$10.5 million for the same period in 2004.  The $8.2 million of
FFO for the quarter includes the impact of:

   1) $5.5 million of non-cash provision for impairment charges;
      and

   2) $0.3 million of non-cash restricted stock amortization
      associated with the Company's issuance of restricted stock
      grants to executive officers during 2004.

However, when excluding the provision for impairment charge and
the restricted stock amortization expense in 2005, as well as,
certain other non-recurring expense items in 2004, adjusted FFO
was $13.9 million, or $0.27 per common share, compared to
$10.8 million, or $0.23 per common share, for the same period in
2004.

                           Asset Sales

On August 1, 2005, the Company sold 50.4 acres of undeveloped
land, located in Ohio, for net cash proceeds of approximately
$1 million.  The sale resulted in an accounting gain of
approximately $0.7 million.

On July 29, 2005, the Company received notice from AHC Properties,
Inc., of its intent to exercise its option to purchase six
assisted living facilities for approximately $20.4 million.  The
ALFs are currently leased to Alterra in a master lease with annual
revenue of approximately $1.7 million.  The closing of this
transaction is scheduled for the fourth quarter of 2005, subject
to closing conditions typical in real estate transactions.  At
September 30, 2005, the net book value of these facilities was
approximately $15.4 million.

On June 23, 2005, a $1.0 million deposit related to an agreement
to sell a skilled nursing facility in Florida was received into
escrow on the Company's behalf.  On July 26, 2005, an additional
$0.5 million deposit was received into escrow.  The purchase price
of the facility is $14.5 million.  The closing is scheduled for
the fourth quarter of 2005.  The due diligence period has expired
and the deposits are not refundable unless the Company breaches
its obligations under the purchase agreement.  At Sept. 30, 2005,
the net book value of the facility was approximately $8.2 million.

                            Dividends

Common Dividends

On October 18, 2005, the Company's Board of Directors announced a
common stock dividend of $0.22 per share to be paid Nov. 15, 2005,
to common stockholders of record on October 31, 2005.  At the date
of this release, the Company had approximately 51 million
outstanding common shares.

Series D Preferred Dividends

On October 18, 2005, the Company's Board of Directors declared the
regular quarterly dividends for its 8.375% Series D Cumulative
Redeemable Preferred Stock to stockholders of record on
October 31, 2005.  The stockholders of record of the Series D
Preferred Stock on October 31, 2005, will be paid dividends in the
amount of $0.52344 per preferred share on November 15, 2005.  The
liquidation preference for the Company's Series D Preferred Stock
is $25.00 per share.  Regular quarterly preferred dividends for
the Series D Preferred Stock represent dividends for the period
August 1, 2005, through October 31, 2005.

               2005 Adjusted FFO Guidance Affirmed

The Company affirmed its guidance for 2005 adjusted FFO available
to common stockholders to $1.04 per common share.

The Company's adjusted FFO guidance (and related GAAP earnings
projections) for 2005 excludes the future impacts of gains and
losses on the sales of assets, additional divestitures, certain
one-time revenue and expense items, capital transactions, and
restricted stock amortization expense.

Reconciliation of the adjusted FFO guidance to the Company's
projected GAAP earnings is provided on a schedule attached to this
Press Release.  The Company may, from time to time, update its
publicly announced FFO guidance, but it is not obligated to do so.

The Company's adjusted FFO guidance is based on a number of
assumptions, which are subject to change and many of which are
outside the control of the Company.  If actual results vary from
these assumptions, the Company's expectations may change.  There
can be no assurance that the Company will achieve these results.

Omega Healthcare Investors, Inc. (NYSE:OHI) is a Real Estate     
Investment Trust investing in and providing financing to the
long-term care industry.  At March 31, 2005, the Company owned or
held mortgages on 213 skilled nursing and assisted living
facilities with approximately 21,921 beds located in 28 states and
operated by 39 third-party healthcare operating companies.     

                         *     *     *      

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014    
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-    
rating and Fitch's BB- rating.


ON TOP COMM: Wants Until Nov. 11 to Make Lease-Related Decisions
----------------------------------------------------------------
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland to extend, until
Nov. 11, 2005, the period within which they can assume, assume and
assign, or reject non-residential real property leases.

The Debtors previously operated five radio stations on leased
properties.  The Debtors tell the Court that the initial period of
time for them to accept or reject the leases has expired, without
affirmative action or notification by the Debtor.

Furthermore, the operations of two of these stations, located in
Jackson, Mississippi and New Orleans, Louisiana, were interrupted
by the effects of Hurricane Katrina.

The operations of all stations have been reduced due to the
pending bankruptcy cases and much of the efforts of the Debtors'
few remaining principals and employees have been focused on
reestablishing operations in the damaged Mississippi and Louisiana
markets.

Accordingly, the Debtors want more time to make decisions on
whether to assume or reject the leases for all of the stations.

Headquartered in Lanham, Maryland, On Top Communications, LLC, and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The Company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of $10 million to $50
million.


OWENS-ILLINOIS: Fitch Affirms Junk Rating on Senior Unsec. Notes  
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Owens-Illinois and
revised the Rating Outlook to Stable from Positive.  Current
ratings are:

     -- Issuer default rating long-term rating 'B-';

     -- Senior secured credit facilities long-term rating 'BB-',         
        recovery Rating 'R1';

     -- Senior secured notes long-term rating 'BB-', recovery    
        rating 'R1';

     -- Owens-Brockway senior unsecured notes long-term rating
        'B', recovery rating 'R3';

     -- Owens-Illinois senior unsecured notes long-term rating
        'CCC+', recovery rating 'R5';

     -- Senior subordinate notes long-term rating 'CCC', recovery
        rating 'R6';

     -- Convertible preferred stock long-term rating 'CCC',
        recovery rating 'R6'.

The ratings affect approximately $5.7 billion of debt and
preferred securities.

The revision in the Rating Outlook reflects Fitch's view that OI's
efforts to improve its operating performance will require more
time to be fully implemented than had initially been expected.

During the first nine months of 2005, the company reported healthy
volume growth, but margins are being pressured by rising costs for
energy, raw materials, labor, and transportation, as well as by
restructuring costs, particularly in Europe.  The preliminary LTM
EBITDA margin at Sept. 30, 2005 was 19.5%, down from 20.1% in
2004, 21.1% in 2003, and 23.1% in 2002.

As a result, OI's free cash flow in 2005 will likely be less than
originally anticipated.  The company now expects net debt
reduction in 2005 to be about $150 million compared with its
initial target of $300 million.

OI's cash flow in 2006 does not appear likely to be sufficient to
support a significant reduction in net debt from the level of
approximately $5.0 billion at Sept. 30, 2005.  Capital
expenditures were initially expected to rise to about $500 million
in 2005 largely due to the new glass plant in Colorado and
integration of the BSN operations acquired in 2004.

However, OI appears likely to defer a portion of its spending to
2006, which may cause a rise in expenditures in 2006, further
limiting free cash flow that is available for debt reduction.  
Other uses of cash include asbestos payments, but Fitch believes
the trend toward slowly declining payments will continue given
OI's limited exposure from 1948-1958 and relatively high average
age of the claimants.

To mitigate ongoing cost pressures, OI initiated an 8% price
increase for noncontract business in North America and plans to
raise prices by a similar amount for noncontract customers in
Europe as well.  Some volume loss related to such price increases
could possibly occur that would negate part of the benefits from
the generally positive sales trend.

At Sept. 30, 2005, total debt on the balance sheet was $5.2
billion, compared with approximately $5.4 billion at the end of
both 2004 and 2003.  Preliminary debt/LTM operating EBITDA at
Sept. 30, 2005 has improved modestly to 3.8 times, compared with
4.4x at Dec. 31, 2004.  While Fitch believes OI's extensive
efforts to rebuild its profitability and cash flow will eventually
be effective, short-term risks remain with rating concerns
centered on the company's high debt and sensitivity to interest
rates, asbestos litigation, cost pressures, and restructuring
activities.

Owens Illinois, with annual revenues of $6.2 billion, is the
largest manufacturer of glass containers in the world, with
leading positions in Europe, North America, Asia Pacific, and
South America.  OI also manufactures plastic packaging products
and closures.


PARKWAY HOSPITAL: Creditors Must File Proofs of Claim by Nov. 11
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Nov. 11, 2005, at 4:30 p.m., as the deadline for all creditors
owed money by The Parkway Hospital, Inc., on account of claims
arising prior to July 1, 2005, to file formal written proofs of
claim.

Creditors must send their proofs of claim by mail or overnight
courier to:

         The Clerk of the Bankruptcy Court
         Southern District of New York
         One Bowling Green, Room 534
         New York, New York 10004-1408

Governmental Units must file their proofs of claim by Dec. 28,
2005.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PARKWAY HOSPITAL: Taps BDO Seidman as Financial & Business Advisor
------------------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to retain BDO Seidman,
LLP, as its accountant and financial and business advisor.

The Debtor selected BDO Seidman because of the Firm's experience
in marketing assets and businesses and its expertise in bankruptcy
and distressed situations.  In this engagement, BDO Seidman will:

    a) assist in the preparation or review of cash flow forecasts,
       budgets and related supporting schedules and financial
       information;

    b) assist in preparation or review of Monthly Operating
       Reports as required by the Court;

    c) assist in the various aspects of the reorganization process
       including the preparation or review of a business plan,
       plan of reorganization and financial information to be
       included in the disclosure statement etc;

    d) meet with attorneys, creditors' committee professionals and
       creditors' committee.

    e) review transactions with financial institutions.

    f) provide litigation support to Debtor's general and special
       counsel, as warranted.

    g) if requested, assist the Debtor in effort to locate and
       negotiate financing or new equity infusions.

    h) identify areas of cost reduction and potential efficiency
       savings through: Review of overhead and other costs; Review
       of cash management procedures related to accounts
       receivable - billings, collections and reporting
       requirements for Medicare and Medicaid

    i) prepare or review of preference analysis.

    j) prepare or review of claims analysis.

    k) prepare or review of liquidation analysis.

    l) provide specialized tax consulting services and preparation
       of federal, state and local income tax returns.

    m) perform other necessary services as the Debtor or its
       counsel may request from time to time with respect to the
       financial, business and economic issues that may arise.

The hourly rate for BDO Seidman's professionals and support staff
range from $95 to $700.

The Debtor assures the Bankruptcy Court that BDO Seidman does not
hold any interest adverse to its estate and is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
  
                      About BDO Seidman

BDO Seidman, LLP, -- http://www.bdo.com/-- is a national  
professional services firm providing assurance, tax, financial
advisory and consulting services to private and publicly traded
businesses.  The Firm serves clients through more than 30 offices
and 250 independent alliance firm locations nationwide.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PARKWAY HOSPITAL: Wants Strategic Management as Consultant
----------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain Strategic
Management Systems, Inc., as its compliance consultant, nunc pro
tunc to Aug. 22, 2005.

The Debtor selected Strategic Management as compliance consultant
because of the Firm's extensive experience and knowledge in the
health care industry with the design, development, implementation
and evaluation of compliance programs.

Strategic Management will assist the Debtor in implementing a
compliance program pursuant to the directive of the Office of the
Inspector General of the U.S. Department of Health and Human
Services. HHS compliance will allow the Debtor to participate in
Medicare, Medicaid and other health care programs.

Strategic Management's responsibilities will include:

    a) conducting onsite evaluations to assess the culture and
       business operations of the Debtor in preparation for
       designing a compliance program;

    b) conducting compliance surveys of the Debtor and its
       employees;

    c) preparing and developing a compliance program and
       implementation plan; and

    d) perform necessary services in connection with the
       development and implementation of compliance programs.

The Debtor will pay Strategic Management a flat fee of $70,000,
plus reasonable travel expense, according to this schedule:  

    -- $25,000 upon approval of Strategic Management's retention;

    -- $20,000 upon delivery to the Debtor of a draft of the
        standards or code of conduct; and

    -- $25,000 after completion of the training for Debtor's
       compliance program instructors.

The Debtor can also opt to continue the consulting arrangement
with Strategic Management for a monthly fee of $6,500 a month.

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

                  About Strategic Management

Strategic Management Systems, Inc. --  http://www.strategicm.com/
-- is a health care consulting firm that provides advisory
services on regulatory and enforcement activities, compliance
program development, implementation, and review.  The Firm is
devoted to developing corporate governance compliance and
integrity programs consistent with the Office of Inspector General
Guidance, HIPAA, Sarbanes-Oxley, and other regulatory guidelines.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PENN NATIONAL: Sells Argosy Casino-Baton Rouge for $150 Million
---------------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq), has completed the sale
of Argosy Casino-Baton Rouge to an affiliate of Columbia Sussex
Corporation for $150 million in cash.  Penn National intends to
use the approximately $125 million in net after-tax proceeds from
the sale to reduce debt.

Penn National acquired Argosy Casino-Baton Rouge earlier this
month as part of its acquisition of Argosy Gaming Company and at
that time classified the Argosy Casino-Baton Rouge property as an
asset held for sale.

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates fifteen facilities in thirteen
jurisdictions including Colorado, Illinois, Indiana, Iowa,
Louisiana, Maine, Mississippi, Missouri, New Jersey, Ohio,
Pennsylvania, West Virginia, and Ontario.  In aggregate, Penn
National's facilities feature over 17,500 slot machines, over 400
table games, over 2,000 hotel rooms and approximately 575,000
square feet of gaming floor space.  Although the Company's Casino
Magic -- Bay St. Louis, in Bay St. Louis, Mississippi and the
Boomtown Biloxi casino in Biloxi, Mississippi remain closed
following extensive damage incurred as a result of Hurricane
Katrina all property statistics in this announcement are inclusive
of these properties.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,  
Moody's Investors Service confirmed the ratings of Penn National  
Gaming, Inc., and assigned a stable ratings outlook.  

At the same time, Moody's assigned a B3 to Penn National's new  
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PHH MORTGAGE: Fitch Places Low-B Ratings on $702,565 Cert. Classes
------------------------------------------------------------------
PHH Mortgage Capital LLC mortgage pass-through certificates,
series 2005-6, are rated by Fitch Ratings:

     -- $188,535,916 classes A-1 through A-7, R-I, R-II and X   
        senior certificates 'AAA';

     -- $9,527,081 privately offered class B-1 certificates 'AA';

     -- $1,002,851 privately offered class B-2 certificates 'A';

     -- $501,425 privately offered class B-3 certificates 'BBB';

     -- $401,140 privately offered class B-4 certificates 'BB';

     -- $300,855 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 4.75% privately offered class B-1,
the 0.50% privately offered class B-2, the 0.25% privately offered
class B-3, the 0.20% privately offered class B-4, the 0.15%
privately offered class B-5, and the 0.15% privately offered class
B-6, which is not rated by Fitch.

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
servicing capabilities of PHH Mortgage Corporation, which is rated
'RPS1' by Fitch Ratings.

The certificates represent ownership in a trust fund, which
consists primarily of 341 one- to four-family conventional,  
fixed-rate mortgage loans secured by first liens on residential
mortgage properties.

As of Oct. 1, 2005, the mortgage pool has an aggregate principal
balance of approximately $200,570,124, a weighted average original
loan-to-value ratio of 68.93%, a weighted average coupon of
5.782%, a weighted average remaining term to maturity of 339
months and an average balance of $588,182. The loans are primarily
located in California, New York, and New Jersey.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

Citibank N.A. will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits.


PINNOAK RESOURCES: Risky Operations Spur S&P's Low-B Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Canonsburg, Pennsylvania-based PinnOak Resources
LLC.  In addition, Standard & Poor's assigned its 'B' bank loan
rating and '1' recovery rating to the company's proposed $175
million senior secured credit facility.  The 'B' bank loan rating
and '1' recovery rating indicate that Standard & Poor's has a high
expectation that lenders will receive full recovery of principal
in the event of a payment default.  The outlook is stable.

Proceeds from the bank credit facility will be used to pay a $125
million dividend to the equity owners.

"We expect that metallurgical coal prices will stay elevated for
the next one to two years and will support PinnOak's credit
quality," said Standard & Poor's credit analyst Dominick D'Ascoli.  
"Ratings could be raised if liquidity improves substantially, the
company establishes a commitment to a more conservative financial
policy, or if PinnOak improves its operating diversity without
detriment to the balance sheet.

Conversely, ratings could come under pressure if the company
encountered a major operating disruption or a decline in
metallurgical coal prices that result in a reduction in its
liquidity."

PinnOak's operating diversity is very limited because most of its
coal being is produced at only two underground mines.  This
represents a significant risk to cash flows because underground
mining is inherently risky and subject to sporadic operating
disruptions.

Furthermore, the company derives its cash flows primarily from a
single product--metallurgical coal.  The metallurgical coal market
is highly cyclical, with demand primarily dependent on worldwide
steel production.

Standard & Poor's expects demand to remain strong in the short-to-
intermediate term because of the expected continued growth of
global steel production, especially in China, and the tight supply
of metallurgical coal.  S&P expects that PinnOak's price
realizations will also improve, as it has some low-price contracts
expiring over the next year that should be replaced with much
higher-price contracts.

The credit facility is composed of a proposed $50 million
revolving credit facility expiring in 2011 and a $125 million term
loan maturing in 2012.  PinnOak will be the borrower and all
subsidiaries of PinnOak will provide guarantees.  Lenders will
have a first-priority security interest in all the assets of the
borrower and guarantors, according to preliminary terms and
conditions.


POTLATCH CORP: Financial Plans Cue S&P to Pare Low-B Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on forest products company Potlatch Corp. to 'BB' from
'BB+'.  At the same time, Potlatch's unsecured debt rating was
lowered to 'BB' from 'BB+' and its subordinated debt rating was
lowered to 'B+' from 'BB-'.  All ratings were removed from
CreditWatch where they were placed with negative implications on
Sept. 20, 2005.  The outlook is stable.

Lease-adjusted debt on the Spokane, Washington-based forest
product company was $387 million at Sept. 30, 2005.

"The downgrade reflects our expectations that higher cash
distributions to shareholders after Potlatch converts to a real
estate investment trust and current energy-related cost pressures
will result in a weaker financial profile," said Standard & Poor's
credit analyst Kenneth L. Farer.

In connection with the planned Jan. 1, 2006, conversion, Potlatch
will pay a special dividend equal to its undistributed earnings
and profits, totaling $440 million-$480 million, with the cash
portion capped at 20%.  The company will use available cash on
hand and borrowings under its revolving credit facility to fund
the cash portion of this distribution, resulting in significantly
reduced liquidity.

Although Potlatch's federal tax payments should be lower because
of its conversion to a REIT, the company's expected annual
dividend of approximately $76 million will be substantially higher
than the current payout, which has averaged $18 million for the
past few years, excluding the special dividend paid after the sale
of the company's oriented strandboard business in 2004.

Although Potlatch has the ability to reduce the dividend because
it will not be required under current tax regulations to
distribute most of its income and can cut back on capital
spending, Standard & Poor's believes that the company may be
reluctant to lower its distribution during a downturn, potentially
requiring borrowings under the company's revolving credit
facility.  S&P's ratings also incorporate expectations that
Potlatch, like most REITs, will likely use increases in
discretionary cash flow to acquire additional timberlands or
increase its dividend.

Upon conversion to a REIT, Potlatch's liquidity will decline as
its cash balance plus borrowings under the revolving credit
facility are used to fund the cash portion of the earnings and
profits distribution.  Seasonal borrowings under the revolving
credit facility to fund quarterly dividend payments are likely
because of the nature of the company's cash flows.

In addition, Standard & Poor's believes that borrowings under the
revolving credit facility could increase to fund distributions if
cash from operations were to decline because of an industry
downturn.

The outlook could be revised to negative if the company's
financial policy becomes more aggressive with regard to dividends
or debt-financed timberland purchases, timber markets weaken more
than expected, or cost pressures escalate.  The outlook could be
revised to positive if the company demonstrates sustainable and
higher levels of free cash flow, while maintaining its current
financial policy.


REFCO INC: U.S. Trustee Appoints Seven-Member Creditors' Committee
------------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region II,
convened a meeting of Refco's largest unsecured creditors for the
purpose of forming one or more official committees of unsecured
creditors pursuant to 11 U.S.C. Sec. 1102.  

Ms. Martini introduced herself to dozens of Refco creditors
interested in serving on an official committee.  Ms. Martini also
introduced creditors to Assistant U.S. Trustee Elizabeth J.
Austin, and the trio of trial attorneys -- Alicia M. Leonhard,
Esq., Andy Velez-Rivera, Esq., and Greg M. Zipes, Esq. -- who will
represent the U.S. Trustee in Refco's chapter 11 cases.  

Ms. Martini explained the "watchdog" role of the U.S. Trustee in a
bankruptcy case, as part of the U.S. Department of Justice, and
that the Bankruptcy Code charges the U.S. Trustee with the
responsibility of appointing at least one official committee of
unsecured creditors that's representative of the interests of the
entire unsecured creditor population.  

Ms. Martini advised that she and her staff received "many"
indications of interest from Refco creditors anxious to serve on
an official committee.  Ms. Martini indicated that she and her
staff have carefully reviewed those solicitation forms and will
need to interview some creditors to learn more about their
particular interests and how those interests align with the
general creditor population.  The goal, Ms. Martini stressed, is
to form a committee that, in her opinion, fairly and adequately
represents all unsecured creditors.  

Ms. Martini reviewed the functions and duties of an official
committee described in Section 1103 of the Bankruptcy Code.  Ms.
Martini noted that the Committee "may" employ professionals, and
advised that she will be taking a close look at any applications
by the Committee to employ professionals in Refco's cases.  Ms.
Martini mentioned that there are a number of regulatory agencies
involved in Refco's cases, including the U.S. Securities and
Exchange Commission, the United States Attorney's office, the
Commodities and Futures Trading Commission, and their foreign
analogs.  

Ms. Martini introduced the audience to:

    -- Refco's lead lawyers, J. Gregory Milmoe, Esq., and
       Sally McDonald Henry, Esq., at Skadden, Arps, Slate,
       Meagher & Flom LLP;

    -- Harvey R. Miller from Greenhill, Refco's financial advisor;
       and

    -- Robert N. Dangremond from AlixPartners, in charge of
       reconstructing Refco's financial information.  

Mr. Milmoe gave an overview of Refco's regulated and unregulated
brokerage businesses.  Mr. Milmoe said that there's every
indication that the regulated businesses were conducted in
accordance with applicable rules and regulations and have
maintained required capital.  Those regulated businesses have not
filed for bankruptcy and don't intend to.  They are being sold as
a going concern -- quickly, at a terrific price, everybody hopes.

The unregulated businesses, Mr. Milmoe indicated, were much more
profitable and much less structured.  There is no indication at
this juncture that any segregated accounts were maintained by
Refco Capital Markets and there's every indication that RCM
clients' funds were co-mingled.  

Refco's collapse, Mr. Milmoe explained, was a classic "run on the
bank."  The former CEO's wrongdoing was discovered and disclosed.  
That led to a crisis of confidence which led to a rush by
customers to withdraw funds.  Trading positions couldn't be
liquidated fast enough to keep up with the withdrawal demands.  
Refco declared a moratorium.  Regulatory agencies pounced.  The
result was a bankruptcy filing and J.C. Flowers' offer to buy the
regulated businesses for 103% of their net statutory capital.  

Many bidders have emerged at higher premiums and the Company is
delighted that everybody is marching toward a Nov. 10 sale hearing
to the highest and best bidder.  Mr. Miller confirmed that
Greenhill is working with six or eight active bidders at this
time, and that Greenhill has established a data room to provide
equal access to relevant information to all qualified bidders.  

The unregulated businesses, Mr. Milmoe stressed, will take time to
sort out.  The most pressing question is whether securities held
in a Refco Capital Markets client's account is customer property
or property of the estate.  Skadden's preliminary view, Mr. Milmoe
said, stressing the word preliminary, is that those assets are
company property.  That initial conclusion is based on the
language of RCM's standard form contracts.  Some individually
negotiated agreements may say something else, and Skadden hasn't
looked at those yet.  

Mr. Dangremond related that AlixPartners has its professionals
stationed in key locations around the globe working on tracing
transactions in the unregulated businesses.  AlixPartners is also
working closely with the active bidders and supplying a steady
stream of updated financial date as it's produced to Greenhill.  

Mr. Milmoe commented that Refco's cases were filed on a rushed
basis.  The initial papers, Mr. Milmoe indicated, don't represent
Skadden's best work.  Refco has good customer records, Mr. Milmoe
said.  The larger-picture records aren't so good, and it was
difficult to translate that information into the format required
by bankruptcy forms and practice.  

Ms. Martini permitted creditors to ask questions.  

Salvatore A. Barbatano, Esq., at Foley & Lardner LLP, asked if his
client -- one of Refco's 10-largest unsecured creditors -- could
get any hint about Refco Capital Markets' financial condition.  

In the regulated business, Mr. Milmoe said, there is no question
that client funds are customer property and, when sold, will
generate several hundred million dollars of excess cash.  It is
impossible to determine at this time, Mr. Milmoe said, whether
assets exceed liabilities in the unregulated businesses.  Customer
account information, Mr. Milmoe stressed, is very good.  There is
some confusion over trades in transit when the moratorium was
declared.  Who recovers precisely what value at the end of the day
is unclear at this time. Refco Capital Markets' fixed assets do
not appear to have a lot of value.  

Mr. Milmoe confirmed that KPMG has been appointed as the
provisional liquidator for Refco Capital Markets by the court in
Bermuda.  The Debtors expect to commence a chapter 15 proceeding
under the U.S. Bankruptcy Code to harmonize and integrate that
Bermudan proceeding with the U.S. chapter 11 cases.  

Can we get any time estimates, the creditor asked, about when
financial data will be available?  Mr. Dangremond said his team of
AlixPartners professionals is working as quickly as possible to
produce coherent and accurate financial statements.  

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
asked if the Debtors have any plan to deal with the question of
whether client funds are customer property in an omnibus fashion
or whether each customer will be expected to file a separate
lawsuit in bankruptcy court?  Mr. Milmoe advised that, at last
count, he's seen 25 demands for the return of funds customers
don't think constitute property of the estate.  Many of these
demands make the same arguments and can likely be addressed by the
court in large batches.  

Mr. Milmoe advised creditors that to maintain the status quo,
Refco asked Judge Drain to extend the moratorium on the withdrawal
of client funds until further order of the Court.  Judge Drain
approved that request, Mr. Milmoe said.  

Ms. Martini halted the Q&A session after three questions and
adjourned the meeting.  Over a three-hour period, Ms. Martini and
her staff met with creditors one-on-one while creditors and
professionals mingled.  Ms. Martini reconvened the meeting to
announce her decision that she will appoint one Official Committee
of Unsecured Creditors in Refco's cases and the Committee's
initial members are:

  1. Everest Asset Management, Inc.
     1100 North 4th Street, Suite 143
     Fairfield, Iowa 52556
     Attention: Peter Lamoureux, President
     Phone: 641.472.5500

  2. Premier Bank International N.V.
     Abraham Veerstraatt 7-A
     Willemstad, Curazao, Netherlands Antilles
     Attention: Diego Enrique Lepage Gimon,
                Assistant Vice President
     Phone: 59 99 461 3967/465 7708

  3. Wells Fargo National Association, as Indenture Trustee
     Sixth Street and Marquette Avenue
     MAC N9303-120
     Minneapolis, Minnesota 55479
     Attention: Julie J. Becker, Vice President
     Phone: 612.316.4772

  4. Cargill, Incorporated
     15407 McGinty Road West
     Wayzata, Minnesota 55319
     Attention: Linda L. Cutler
     Phone: 952.742.6377

  5. VR Global Partners, L.P.
     Avora Business Park
     77 Sadovnicheskaya Nab. Building 1
     Moscow, 115035 Russia
     Attention: Richard Deitz
     Phone: 011 709 578 78181

  6. Fimex International Ltd.
     Pasea Estate, Road Town
     Tortola, British Virgin Islands
     Attention: J.R. Rodriguez
     Phone: 212.593.3464

  7. Markwood Investments
     c/o SSG Capital Advisors, L.P.
     Five Tower Bridge
     300 Bar Harbor Drive, Suite 420
     West Conshohocken, Pennsylvania 19428
     Attention: Arturo Frieri
     Phone: 610.9540.3637

Ms. Martini directed the newly appointed Committee members to
introduce themselves to one another, convene their first meeting,
decide how to organize themselves, and, if they wanted to, meet
with any professionals.  The Committee met with a short list of
lawyers and financial advisors and, before the end of the day
Friday, hired:

   (A) Legal Counsel:

          Financial Restructuring Team:

               Luc A. Despins, Esq.
               Susheel Kirpalani, Esq.
               Matthew S. Barr, Esq.
               Wilbur F. Foster, Jr., Esq.
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               1 Chase Manhattan Plaza
               New York, NY 10005
               Telephone (212) 530-5000
               Fax (212) 530-5219

          M&A Team:

               Thomas C. Janson, Esq.  
               David J. Wolfson, Esq.
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               New York

          Litigation & Investigation Team:

               Scott A. Edelman, Esq.
               MILBANK, TWEED, HADLEY & MCCLOY LLP
               New York

        and

    (B) Financial Advisors:

           Eric Siegert
           Managing Director
           HOULIHAN LOKEY HOWARD & ZUKIN
           225 South Sixth Street, Suite 4950
           Minneapolis, MN 55402
           Telephone (612) 338.2910
           Fax (612) 338.2938

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 in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Has Until February 14 to Decide on Unexpired Leases
--------------------------------------------------------------          
February 14, 2006, is the current statutory deadline for Refco
Inc., and its debtor-affiliates to decide whether to assume,
assume and assign, or reject unexpired nonresidential real
property leases to which they are parties.  

Section 365(d)(4) of the Bankruptcy Code, as amended on Oct. 17,
2005, provides that "an unexpired lease of nonresidential real
property under which the debtor is the lessee will be deemed
rejected, and the trustee will immediately surrender that
nonresidential real property to the lessor, if the trustee does
not assume or reject the unexpired lease by the earlier of:

   (i) the date that is 120 days after the date of the order for
       relief; or

  (ii) the date of the entry of an order confirming a plan."

The bankruptcy court may extend that period for up to 90 days on
motion of the trustee or lessor for cause.  If the court grants an
extension, the court may grant a subsequent extension only upon
prior written consent of the lessor in each instance.

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 in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Court Disallows Break-Up Fee for Potential Bidders
-------------------------------------------------------------          
Because FGS Refco Acquisition Co., LLC, the company organized by
J.C. Flowers & Co. LLC to acquire Refco's Futures Trading
Business, dropped out of the bidding, it won't be entitled to a
break-up fee.  

Refco Inc., and its debtor-affiliates and FGS Refco earlier agreed
that a break-up fee would be payable if the Debtors entered into
an alternative transaction.  FGS Refco withdrew its commitment to
purchase Refco's assets because it was "disappointed" with the
results of the Bankruptcy Court's October 24 hearing.  

At that hearing, the U.S. Bankruptcy Court for the Southern
District of New York significantly altered material provisions
that J.C. Flowers negotiated with the Debtors -- including capping
the break-up fee at $5,000,000.  The Debtors had agreed to pay
more than $20,000,000 as break-up fee.

With J.C. Flowers out of the picture, the Honorable Robert D.
Drain of the Southern District of New York Bankruptcy Court now
rules that there will be no break-up fee for Potential Bidders.  
Specifically, Judge Drain states, a Bid may not request any
break-up fee, termination fee, expense reimbursement or similar
type of payment.

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 in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Court Modifies Bidding Procedures for Asset Sale
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
entered an order on Oct. 26, 2005, which significantly modified
Refco Inc., and its debtor-affiliates' proposed bidding procedures
with respect to the sale of their regulated commodities futures
merchant business.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court rules that to participate in the bidding process
and to receive non-public information concerning the Acquired
Business, each person or entity must deliver to the Debtors a
Potential Bid Package on or before November 4, 2005, at 4:00 p.m.

Each offer, solicitation or proposal by a Potential Bidder must
satisfy each of these conditions to be deemed a "Qualified Bid"
and for the Potential Bidder to be deemed a "Qualified Bidder":

   (1) Bidder's Financial Capability

       The Bid will:

       (a) identify the Potential Bidder and the Bidder's
           Sponsors and the representatives authorized to
           appear and act on their behalf regarding the
           contemplated transaction; and

       (b) if the Potential Bidder is a newly formed
           acquisition vehicle, provide evidence that it is
           able to fulfill all obligations in connection with
           the contemplated transactions, including paying
           liquidated damages, if any.

   (2) Corporate Authority

       A Bid will contain written evidence of the Potential
       Bidder's Board of Directors' approval of the
       contemplated transaction.  However, if the Potential
       Bidder is an entity specially formed for the purpose of
       acquiring the Assigned Assets, then the Potential Bidder
       must furnish evidence or other information reasonably
       acceptable to the Debtors of the approval of the
       contemplated transactions by the Board of Directors of
       each of the Potential Bidder's equity holder.

   (3) Nature of Bids for Assets

       A Bid may be for all or part of the Acquired Business or
       any other portion of the Debtors' business, and may
       include other additional assets of the Debtors not
       directly related to the Acquired Business.  A bid for
       both the Non-Core Assets and the Acquired Business
       should state a separate purchase price for each.  The
       Bid will be specific with respect to employee matters
       indicating:

       (a) whether the Bidder intends to offer employment to
           current employees, and to the extent possible,
           listing those employees; and

       (b) otherwise describing how it proposes to deal with
           severance or other employee related costs,

       provided that, to the extent practicable, the Debtors
       will promptly provide all Qualified Bidders with the
       Debtors' estimates of the monetary value of each
       Qualified Bidder's proposed treatment of employees.

   (4) No Break-Up Fee for Potential Bidders

       A Bid may not request any break-up fee, termination fee,
       expense reimbursement or similar type of payment.
       Moreover, neither the tendering of a Bid nor the
       determination that a Bid is a Qualified Bid will entitle
       the Potential Bidder to any break-up fee or similar type
       of payment.

If the Debtors receive more than one Qualified Bid, an auction
will be held on November 9, 2005, at 10:00 a.m.

"In view of the intense interest by credible buyers, we do
not intend to have a stalking horse before the commencement of
the auction," Refco's lawyer, J. Gregory Milmoe, Esq., at
Skadden, Arps, Slate, Meagher & Flom, in New York, told Bloomberg
News.

The Debtors and their professionals will direct and preside over
the Auction.  All bids will be made and received on an open
basis, and all material terms of each bid will be fully disclosed
to all other bidders.

A full-text copy of the Court-approved Bidding Procedures is
available for free at http://researcharchives.com/t/s?298

The Court also provided a form of agreement for the sale of the
Acquired Business, which will serve as the basis for the
negotiations contemplated by the Bid Procedures, although a
Qualified Bid may contain material modifications.

Under the Securities Purchase Agreement, Refco will have the
option to retain up to a 20% interest in the business by
receiving Buyer's membership interests representing the right to
receive up to 20% of the capital and profits.

The Asset Sellers will also assign and transfer to Buyer all of
each title, right and interest in and to all of the licenses and
contracts that are used in and primarily related to the business
operation, free and clear of any and all Liens.

A full-text copy of the Securities Purchase Agreement is available
for free at http://researcharchives.com/t/s?299

Judge Drain will convene a hearing on the Debtors' proposed Sale
of their Acquired Business to the highest bidder(s) on Nov. 10,
2005, at 10:00 a.m.

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 in debts
to the Bankruptcy Court on the first day of its chapter 11 cases.  
(Refco Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ROGERS COMMUNICATIONS: S&P Affirms BB Rating After Deleveraging
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Rogers Communications Inc., Rogers Wireless Inc.,
and Rogers Cable Inc.  At the same time, Standard & Poor's
affirmed the 'BB' long-term corporate credit rating on each of
RCI, RWI, and Rogers Cable.

The ratings on Toronto-based RCI are assigned based on the
consolidation of the company with its four main operating
subsidiaries, which are all 100% owned: Rogers Cable, Rogers Media
Inc., RWI, and Rogers Telecom -- formerly Call-Net Enterprises
Inc.
    
The revised outlook is based on recent deleveraging coupled with
strong performance at RWI.  The C$600 million preferred securities
held by Microsoft Corp. were converted to equity in October.  The
preferred securities were treated as debt; their conversion to
equity coupled with the conversion of US$224 million in RCI
convertible debt to equity in third-quarter 2005 results
in total debt reduction of almost C$900 million.

As a result, consolidated RCI lease-adjusted debt to EBITDA is
estimated to improve to about 4.3x by year-end 2005 from about
5.6x at the beginning of the year.  Other key credit measures,
including funds from operations to debt and EBITDA interest
coverage, will also improve accordingly.

RCI remains acquisitive, and is expected to continue both
strategic and growth acquisitions where available, which could
result in substantial changes to debt in future.

"RCI does have a track record of deleveraging following large
debt-financed acquisitions," said Standard & Poor's credit analyst
Joe Morin.  "Nevertheless, this does create long-term uncertainty,
and will continue to be an important rating factor, as short-term
financials continue to improve," Mr. Morin added.

The weak financial profile of the company is partially mitigated
by the investment-grade business profile of RCI's combined
wireless and cable television subsidiaries, the added business
diversity provided by its media properties, and the overall
neutral effect of the Call-Net acquisition.  RWI and Rogers Cable
are the key drivers to the ratings: for third-quarter 2005, these
two subsidiaries generated about 77% of RCI's revenues and about
94% of reported operating income.

The positive outlook reflects deleveraging of the company and
improved credit metrics, as well as strong operating performance
at Rogers Wireless.

The ratings on Rogers could be raised in the medium term with
continued solid operating performance and further deleveraging.
Uncertainty with respect to the potential for future debt-financed
acquisitions will remain an important consideration for any
upgrade.  An unexpected deterioration in operating performance at
RWI or Rogers Cable could result in the outlook being revised
to stable.


SAINT VINCENTS: Wants Court to Deny Marziale's Lift Stay Request
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York  to deny Lynn Marziale's request to lift the
automatic stay.

As reported in the Troubled Company Reporter on July, 22, 2005,
Ms. Marziale, administrator of the estate of Luke M. Parlatore,
asked the Court to modify the automatic stay to allow her to
continue with her personal injury action against the Debtors in
the New York Supreme Court.

The lawsuit seeks to recover for the wrongful death and pre-death
pain and suffering of Mr. Parlatore allegedly caused by medical
malpractice committed by agents and employees of Saint Vincent
Catholic Medical Center of Richmond, in Staten Island, New York.

                   Debtors Respond

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that SVCMC's medical malpractice insurance
structure is comprised of three tiers that operate together on an
annual basis:

   (1) Primary insurance from third-party providers, typically on
       a claims made basis and subject to a $1.3 million cap on
       liability per occurrence and aggregate liability cap of
       $3.9 million.  Much of this Primary Insurance is reinsured
       through a wholly owned offshore subsidiary of SVCMC;

   (2) Self-insured portion of its malpractice coverage.  Some
       of this Self-Insurance is contained in insurance trusts
       maintained at or for the benefit of particular
       institutions; and

   (3) Excess insurance from unrelated third parties.

Given the intricate interplay of the Debtors' multiple layers of
insurance, including the Self-Insurance, permitting any medical
malpractice claims and lawsuits to proceed to trial at this time,
or to collection against either the issuers of the Primary or
Excess layers of insurance, is premature in the context of the
Debtors' complex Chapter 11 cases.  This is particularly so where
recovery is not limited to the amount of available Primary
Insurance, if any, Mr. Troop explains.

Mr. Troop contends that permitting these actions to proceed could
have the effect of fixing claims against the Debtors' estates and
the insurance trusts in ways that could facilitate disparate
treatment of similarly situated creditors.  Under these
circumstances, the Debtors should be permitted time to:

   (a) fully assess the scope of their potential malpractice
       obligations;

   (b) determine whether and to what extent in the context of
       their potential reorganization options they must be    
       directly involved in the liquidation of these claims; and

   (c) develop a reasonable and uniform approach to the
       liquidation of malpractice claims and the impact of the
       Debtors' insurance trusts on the satisfaction of
       malpractice claims.  

Mr. Troop asserts that to the extent that Ms. Marziale seeks
recovery from the Debtors' Self-Insurance, use of the Self-
Insurance funds might well amount to a depletion of the Debtors'
assets -- or a subset of those assets available for only a
particular purpose -- before a determination is made about the
general availability of Self-Insurance funds to malpractice
claimants.

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)


SEMGROUP LP: Moody's Rates $250 Million Sr. Unsecured Notes at B1
-----------------------------------------------------------------
Moody's assigned a B1 rating to SemGroup, L.P.'s pending $250
million of unregistered senior unsecured 10-year notes, guaranteed
by its subsidiaries, and affirmed its Ba3 Corporate Family Rating.

Moody's assigned Ba3 ratings to subsidiary SemCrude L.P.'s
extended $400 million secured term loan and extended $50 million
secured bank revolver, and assigned a Ba2 rating to its extended
and expanded $1.175 billion working capital secured revolver.
Moody's assigned a Ba3 rating to Canadian subsidiary SemCams
L.P.'s extended US$175 million term loan.  The rating outlook is
stable.

Note proceeds will repay roughly $243 million of a $400 million
secured term loan.  Cash flow, increased bank facilities, and a
new $75 million of private equity have already funded SemGroup's
approximately $675 million of acquisitions so far this year.

Particularly at this time of a surge in SemGroup's working capital
needs, the rating outlook and possibly the ratings could be
vulnerable if it does not fund future material acquisitions with
adequate common equity.  It will need to reduce total balance
sheet leverage after a series of diversifying acquisitions and a
surge in working capital driven by:

   * high crude oil,
   * refined product,
   * natural gas liquids, and
   * natural gas prices.

SemGroup's acquisitions of fee-based fixed asset businesses
reduced its proportion of cash flow generated by its more volatile
marketing and trading business.  However, if future acquisitions
are overly leveraged, rating actions could affect the notching of
the notes relative to the Corporate Family Rating and/or affect
Corporate Family Rating itself.  SemGroup has essentially achieved
its expected results from acquisitions.

SemGroup is a private limited partnership:

   * 2% owned and managed by its private general partner,
     SemGroup G.P., L.L.C. (SGGP); and

   * 98% by its limited partners.  

SGGP is owned:

   * 31% by SemGroup management,
   * 26% by Ritchie Capital Management,
   * 30% by Carlyle/Riverstone, and
   * 13% by others.  

SemGroup's limited partner interests are owned:

   * 31% by management,
   * 30% by Carlyle/Riverstone,
   * 25% by Ritchie Capital Management, and
   * 14% by others.

Management reports that there is no debt at SGGP.

SemGroup is engaged in the midstream crude oil, refined product,
natural gas liquids (NGL's), asphalt, and natural gas sector
functions facilitating the flow of hydrocarbons from the Gulf
Coast and Mid-Continent into the crude oil and refined product-
short Midwest region.  It engages in:

   1) crude oil gathering, marketing, terminaling, and storage in
      owned and third party pipelines and above ground storage
      terminals;

   2) marketing and storage of NGL's (mostly propane);

   3) the gathering, processing, and marketing of natural gas
      (mostly in Canada); and

   4) the purchasing, marketing, and storage of asphalt cement,
      emulsions, and polymers.

The ratings are supported by:

   1) industry-seasoned management;

   2) important assets in key producing regions, pipeline
      transportation and storage hubs, and long-standing
      relationships with the refining sector;

   3) a rising proportion of EBITDA generated by stable tariff
      revenue and reduced portion of EBITDA generated by the
      volatile marketing and hedged trading segment;

   4) conservative policies and controls over its hydrocarbon
      commodity sourcing, selling, hedging, and short-dated
      covered trading; and

   5) a demonstrated ability to tap and use significant common
      equity funding for acquisitions.

Important support derives from a diversified business structure
that balances seasonal earnings and working capital swings,
earnings potential across several hydrocarbon commodities, and can
profit in backwardated, contango, or flat forward markets.

The ratings are restrained by:

   1) significant leverage after recent acquisitions;

   2) very large bank credit needs to fund large cash margin
      postings, working capital, and to back letters of credit and
      hedge counterparty exposure, all of which escalate during
      high crude oil, natural gas, and natural gas liquids prices;

   3) challenges of acquisition-driven growth in a highly
      competitive sector;

   4) a need for exceptionally tight adherence to SemGroup's
      conservative hedged trading policies and back-up
      administrative and controls systems; and

   5) its regional concentration and exposure to downtime in key
      south-to-north crude oil and refined product pipelines,
      Gulf of Mexico crude oil and natural gas production, and
      downtime in Gulf Coast or Midwestern refineries.

SemGroup's performance is sensitive to its ability to successfully
market, trade, and hedge its activity through volatile spot and
forward markets and execute profitable business in backwardated,
transition, and contango markets.  The volatile, high volume and
thin margin GMTS side of the business is very working capital and
hedging intensive, especially during high oil prices and when
forward prices are in contango, requiring large bank lines to fund
contango inventories and back its hedging activity.

Margin potential and the focus of activity are driven by
volatility in prices and whether forward curves are in
backwardation (favoring gathering and prompt selling margins),
contango (permitting hedged storage margins), or sufficiently flat
to dampen margin potential in either activity.  Recently, the GMTS
EBITDA contribution exceeded 38%, with pipeline EBITDA running
relatively flat, due to strong contango conditions.

The GMTS activity is governed closely by bank credit agreements
structured and agented by a bank seasoned in lending to the
midstream sector.  In addition to SemGroup's own restrictive
policy on the matter, the rated credit agreements restrict it to
running fully covered positions.  The facilities contain well-
defined monitored restraints, including:

   * an eligible borrowing base calculated every week;

   * suitable covenants; and

   * close monitoring of hedge positions and non-cash mark-to-
     market profit and loss status.

September 30, 2005 pro-forma debt totaled $1.019 billion,
including approximately $575 million of long-term debt and
$433 million of working capital debt that funded $341 million of
cash margin deposits on exchange traded hedges and the high
inventory investment driven by:

   * high oil,
   * natural gas, and
   * refined product prices.

Excluding unrealized non-cash mark-to-market gains and losses on
hedging contracts that are offset by the opposite earnings impact
on its physical product, SemGroup reports $130 million of pro-
forma third quarter 2005 EBITDA and $314 million of pro-forma
EBITDA for the twelve months ended September 30, 2005, of which
38% came from the GMTS businesses.  After mark-to-market losses,
EBITDA was $96 million.

Approximately:

   * 47% of SemGroup's pro-forma EBITDA before non-cash mark-to-
     market losses is generated by its midstream crude oil
     activities (including a current very high level of hedged
     contango inventory positions);

   * 23% by its Canadian natural gas activity;

   * 14% by refined products (gasoline and distillates) activity;

   * 11% by its asphalt business; and

   * 5% by its NGL activity.

In sharply rising commodity price markets, its business model will
incur sizable non-cash mark-to-market losses, pending the roll off
of underwater hedges whose loss is matched by the cash gain on
selling the underlying physical commodity.  The reverse is the
case in sharply falling price environments.

SemGroup's risk exposures that are most difficult to hedge, and
that can cause degrees of actual cash losses, are its basis
exposures on each individual commodity.  Basis risk is the risk of
a widening or narrowing of the price difference between:

   * the price SemGroup paid for a particular commodity at the
     time of purchase versus the market benchmark price at which
     it was hedged; and

   * the actual price realized by SemGroup at the time of sale
     versus its hedged benchmark price.

Basis, or price differential, arises due to:

   * differences in quality versus the benchmark quality;

   * location of the commodity versus the benchmark
     delivery point;

   * pipeline or production interruptions that disrupt price
     relationships; and

   * timing differences on future delivery.

The $1.175 billion bank revolver (expanded October 18) is rated
one-notch above the Corporate Family Rating due to its tight
governance by a relatively well-structured and monitored secured
borrowing base of liquid receivables and hedged inventory
collateral, as well as a sound covenant package.  The revolver
rating could be de-notched and brought to the Corporate Family
Rating if relatively full sustained usage were to indicate that
such debt, at such levels, was becoming a permanent part of the
financial structure.

The credit facilities are agented by a bank with many years
experience in structuring and monitoring secured borrowing base
facilities in the volatile midstream and refining sectors.
Participant banks receive weekly borrowing base reports, weekly
mark-to-market and hedge position reports, and monthly financial
statements.

SemGroup owns roughly:

   * 3,626 miles of gathering systems and pipelines (2,612 miles
     for crude oil);

   * 12.8 million barrels of owned above ground storage capacity
     and 8.9 million barrels of leased capacity (together,
     4.5 million barrels for crude oil, 2.3 million barrels for
     refined product, 9.4 million barrels for NGL's, and
     6.7 million barrels for asphalt);

   * 81 refined product, propane, and asphalt terminals;

   * 5 natural gas processing plants;

   * 517 owned and leased vehicles; and

   * 1,010 owned and leased railcars.

SemGroup:

   * moves an average of 620,000 barrels of crude oil per day;

   * markets over 225,000 barrels of refined products and 130,000
     barrels of NGL's per day; and

   * is one of the largest asphalt marketers in North America.

SemGroup:

   * is constructing roughly 11 bcf of natural gas storage
     capacity;

   * handles roughly 664 mmbtu per day of natural gas; and

   * markets roughly 369 mmbtu per day of physical natural gas and
     natural gas hedging.

SemGroup:

   * moves volumes it purchases in the crude oil, natural gas and
     NGL producing regions to consuming regions (the Midwest); and

   * moves refined products and asphalt it purchases from refiners
     to consuming regions.

Its policy requires all positions to be fully hedged, physically
or with exchange traded (75% of hedging volume) or over-the-
counter (25%) futures and options, until sold.

SemGroup buys, and simultaneously sells or hedges, crude oil from
producers or in wholesale bulk purchases; it physically gathers
and moves crude oil purchased in the Mid-Continent and Gulf Coast
producing regions, and from Gulf Coast import terminals, to its
Mid-Continent and Midwest storage terminals; it blends it
according to refiner need; and delivers it to refining customers.
It is adding another 2 million barrels of storage capacity at the
key Cushing, Oklahoma crude oil transportation and storage hub.

SemGroup also acts as a gatherer, aggregator, marketer, storage
operator, and hedged trader of NGL's (ethane, propane, butane, and
iso-butane, or NGL's), condensate, and crude oil, supplying those
commodities principally to Mid-Continent refiners/processors.  It
has large storage capacity at the key Conway, Kansas NGL storage
hub.  It acts as a natural gas gatherer and processor, generating
a portion of its NGL stream.  Downstream from the
refiner/processor, it acts as aggregator, hedged trader, and
distributor of:

   * natural gas liquids,
   * condensate,
   * light refined products,
   * heavy refined products, and
   * asphalt.

SemGroup acquired Koch Materials Company's (KMC) asphalt retailing
and distribution businesses for $285 million (includes $100
million of inventory) in May 2005, financed by an increase in bank
facilities to a combined total of $1.35 billion at that time.  KMC
is a large historically successful asphalt retailer and SemGroup
believes it is the largest producer of asphalt emulsions and
polymer modified asphalt cement in North America.  SemGroup
estimates that KMC generated roughly $35 million of 2004 EBITDA,
though it has had a relatively flat trend the last few years.  KMC
owns:

   * 56 asphalt terminals in 23 states;
   * 13 asphalt terminals in Mexico;
   * 6.1 million barrels of asphalt storage capacity;
   * 65 world patents; and
   * 10 pending patents.

The KMC acquisition came on the heels of a $31 million acquisition
of the fuel business of Halron Oil Company, Inc., including
310,000 barrels of refined product storage and related assets.
Additionally, the company also completed its $218.7 million
purchase of Central Alberta Midstream's majority interest in three
sour gas processing plants as well as 600 miles of associated
natural gas gathering lines and a $30 million purchase of Texon,
L.P.'s three propane terminals situated along the TEPPCO pipeline
in Missouri, Arkansas, and Indiana in the latter half of the first
quarter.

Moody's assigned these ratings.

   1) Ba2 rating on SemCrude, L.P.'s expanded and extended $1.175
      billion working capital borrowing base revolver maturing
      October 2010, first secured by all borrower and guarantor
      working capital, and junior secured by all borrower and
      guarantor fixed assets.  The facility has a $600 million
      contango borrowing sub-limit and the full amount of the
      facility, after deducting contango borrowings, is available
      to issue letters of credit.

   2) Ba3 rating on SemCrude's extended $50 million revolving
      credit facility maturing October 2010, first secured by the
      borrower's and all guarantors' fixed assets and junior
      secured by all borrower and guarantor working capital
      assets.

   3) Ba3 rating on SemCrude's extended $400 million 6 year term
      loan, first secured by borrower and guarantor fixed assets
      and junior secured by their working capital assets.

   4) Ba3 rating on SemCams Holding's extended $175 million 6 year
      Canadian Term Loan for SemCams Holding Company, first
      secured by the borrower's and all guarantors' fixed assets
      and junior secured by all borrower and guarantor working
      capital assets.

Moody's also affirmed SemGroup's Ba3 Corporate Family Rating.

SemGroup, L.P. is headquartered in Tulsa, Oklahoma.


SHAW COMMUNICATIONS: S&P Places BB+ Rating on Senior Unsec. Debts
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from positive on Calgary, Alberta-based Shaw Communications Inc.,
western Canada's largest cable operator.  At the same time,
Standard & Poor's affirmed its 'BB+' long-term corporate credit
and senior unsecured debt ratings, and its 'B+' preferred stock
rating.

"Shaw is expected to continue with an aggressive policy of using
effectively all of its free cash flow to repurchase shares," said
Standard & Poor's credit analyst Joe Morin.  "Debt reduction is
clearly not a priority for the company presently, which is
required for the rating to move into investment grade," he added.  
Operating performance continues to be inline with expectations,
with continued modest growth in revenues and operating income
expected for fiscal 2006.

The ratings on Shaw reflect the risk profile of the company's
consolidated subsidiaries--principally its cable subsidiaries, and
satellite subsidiary Canadian Satellite Communications Inc.  Shaw
has an investment-grade business risk profile, supported by its
stable cable operations; however, the ratings are constrained by
an aggressive financial risk profile that is characterized by high
leverage and an aggressive financial policy.  Although Shaw's
satellite operations, Cancom, and direct-to-home video operator,
Star Choice Communications Inc., are not material drivers, these
businesses currently have an overall neutral effect on the
ratings.

Shaw Cable is the second-largest cable operator in Canada,
benefits from favorable demographics in its operating regions in
western Canada, and has the highest operating margins of Canadian
cable operators.  Reported cable service operating margins are
about 50% excluding the cost of customer premise equipment;
however, operating margins in the satellite division are lower at
about 30%, resulting in consolidated margins of 44%, which is
still in line with other large Canadian telecommunications
operators.  The cable division currently accounts for about 71% of
revenue and 82% of reported operating income.

The company has had good success in rolling out new services that
improve customer retention, mitigating competitive pressures from
DTH satellite operators and telecom operators Sasktel and Manitoba
Telecom Services Inc., which have recently entered the video
space.  The company has the highest penetration of high-speed
Internet subscribers among North American cable operators.

The outlook is stable.  The company's credit metrics will likely
improve at only a modest pace in the medium term, as discretionary
cash flow will continue to be used for share repurchases, at least
for through the end of fiscal 2006.  Should the company commit to
a policy of debt reduction in fiscal 2007, while maintaining
strong operating performance and free cash flow, the outlook could
be revised to positive.  Conditions that could lead to a revision
in the outlook to negative are less likely, but could include one
or more of the following: a material increase in debt, or an
unexpected and material deterioration in operating performance.


SIERRA HEALTH: Earns $28 Million of Net Income in Third Quarter
---------------------------------------------------------------
Sierra Health Services, Inc., delivered its quarterly report for
the period ended Sept. 30, 2005, under Form 10-Q, to the
Securities and Exchange Commission this week.

The company reports a $28,442,000 net income for the three months
ended Sept. 30, 2005, compared to a $30,727,000 net income for the
same period in 2004.  

At Sept. 30, 2005, Sierra Health's balance sheet showed
$690,985,000 in total assets and $438,151,000 in total
liabilities.

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.


SIGNATURE POINTE: All Creditors to Receive Full Payment Under Plan
------------------------------------------------------------------
Signature Pointe Investors, LP, filed its Plan of Reorganization
and a Disclosure Statement explaining that Plan with the U.S.
Bankruptcy Court for the Western District of Texas in Austin on
Sept. 30, 2005.

The Debtor's plan entitles all classes of creditors to receive
full payment of their allowed claims.  Since all other senior
classes of claims are paid in full under the Plan, equity
interests holders will retain their interest after the Debtor
exits from bankruptcy protection.  The reorganized Debtor intends
to continue its operations and emerge as a viable and financially
stable company.

                      Plan Funding

Payments due under the Plan will be sourced from the Debtor's:  

       -- net revenues from operations;
       -- existing cash on hand; and
       -- funds currently held in escrow.

Anaheim Investors has agreed to extend up to $8 million in loans
to the reorganized Debtor.  The Debtors will use the loan to fund
an ongoing lawsuit against Internacional Realty, Inc., repair
construction defects on its residential apartment complex located
in Austin, Texas, and augment any deficiencies in the funds
reserved for payments due under the Plan.

The Anaheim loan will be secured by a second lien on the Debtor's
property and a senior lien on the proceeds of the Internacional
Realty Litigation.

            Internacional Realty Litigation

The Debtor commenced a lawsuit against numerous defendants,
collectively know as Internacional Realty, in the 98th Judicial
District Court in Travis County, Texas, for alleged construction
defects in its 284-unit residential apartment complex.

The Debtor had purchased the completed property in Dec. 2000.  
After the purchase, the Debtor discovered significant defects that
would cost millions of dollars to repair.

The Debtor seeks to recover damages for breach of contract,
negligence, and fraud.  Discovery is ongoing on this case.

                 Treatment of Claims

Secured tax claims, totaling approximately $331,105, will be paid
in full, in equal quarterly payments, within four years following
the Plan's initial distribution date.  Interest due under this
class shall accrue at a rate on 1% per month from the petition
date through the effective date of the plan and 6% per annum
thereafter until the claim is fully paid.

The Debtor has the option to pay miscellaneous secured claims,
estimated at $439,439, either through:   

   a) a full cash payment on the initial distribution date;

   b) deferred cash payments over a period of five years after the
      initial distribution date, with interest payable at the
      prevailing interest rate for U.S. Treasury Bills maturing on
      Dec. 31, 2010 as published in the Wall Street Journal on the
      effective date; or

   c) the return of the collateral securing the secured claim.

GE's secured claim, acquired through the assignment of the U.S.
Department of Housing and Urban Development's note, will be paid
in full pursuant to the terms of the HUD Note.

The amount of GE's secured claim will be determined at a valuation
hearing to be conducted by the Bankruptcy Court.  The valuation
will bifurcate GE's claim into the secured Claim and the GE
unsecured claim.

A new promissory note will provide the terms of payment on GE's
unsecured claim.  The GE Deficiency Note provides for the payment
of the unsecured claim within seven years after the effective
date, plus interest at a rate approved by the Bankruptcy Court.

Allowed general unsecured claims, totaling approximately $2.2
million, will be paid in full within a year of the Plan's initial
distribution date.

R&B Realty has agreed to subordinate its $2.6 million claim to all
holders of general unsecured claims, the GE secured claim, and the
GE unsecured claim.  Accordingly, R&B Realty will receive full
cash payment, plus interest, 90 days after all other senior claims
are paid in full.

Equity interest holders will retain their interests in the
reorganized debtor.  

Headquartered in Los Angeles, California, Signature Pointe
Investors, L.P. operates an apartment as an Oakwood franchisee in
Austin, Texas.  The Company filed for chapter 11 protection on
July 1, 2005 (Bankr. W.D. Tex. Case No. 05-13819).  Patrick J.
Neligan, Jr., Esq. at Neligan Tarpley Andrews & Foley LLP
represents the Debtor.  When the Company filed for protection from
its creditors, it listed $10 million to $50 million in estimated
assets and debts.


TARGUS GROUP: Moody's Rates $150 Million Subordinated Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned ratings of B1 and B3,
respectively, to the proposed $205 million bank loan and $150
senior subordinated note issue of Targus Group International, Inc.
Moody's also assigned a corporate family rating of B1 and a
speculative grade liquidity rating of SGL-2.  The rating outlook
is stable.

Together with about $107 million of equity from the new owners,
cash proceeds from the new debt will finance the leveraged buyout
of the company for total consideration of about $420 million.
Moody's believes that credit metrics are weak for the initially
assigned ratings, given the high initial leverage and the
uncertainty of achieving all of the identified cost savings;
however, the diversified nature of the company's distribution
network and expected substantial increases in global notebook
computer unit sales support the rating placement.  This is the
first time that Moody's has rated Targus.

Ratings are assigned:

   -- $205 million secured bank loan at B1;

   -- $150 million eight-year senior subordinated notes at B3;

   -- speculative grade liquidity rating at SGL-2; and

   -- corporate family rating (previously known as the senior
      implied rating) at B1.

The long-term ratings reflect:

   * Moody's belief that the company's high financial leverage and
     low fixed charge coverage are weak for the rating category
     among similarly rated consumer products companies;

   * the high degree of competition from other computer notebook
     case and accessory suppliers; and

   * the need for continuous product innovation given the short
     life cycle of many computer-related products.

Vulnerability to continued downward pricing pressure on the
company's products from original equipment manufacturers, the
substantial weight of the non-guarantor subsidiaries (in terms of
revenue, operating costs, and assets), and the challenges in
achieving all of the identified cost saving initiatives also
constrain the ratings.

However, mitigating the weaknesses are:

   * the favorable growth trends for notebook cases and computer
     accessories as global notebook computer unit sales continue
     to rapidly increase;

   * the revenue diversity from a worldwide geography;

   * three separate distribution channels and two major product
     categories; and

   * Moody's opinion that at least a portion of planned cost
     savings are realizable within a reasonable timeframe.

The strength of the Targus brand, particularly in notebook
computer cases, and the limited incremental capital required for
the company's business plan given that all manufacturing is
outsourced also support the ratings.

Moody's expectation that internally generated cash flow will
support the company's obligations over the next four quarters
supports the good liquidity rating of SGL-2.  Moody's anticipates
that any borrowings on the revolving credit facility will be used
only for temporary cash flow timing differences and in aggregate
the company will generate enough free cash flow to modestly prepay
the term loan.  However, the liquidity rating is unlikely to rise
given the substantial fixed charge burden and Moody's belief that
the orderly liquidation value of easily monetizable assets falls
below the total bank loan commitment.

The stable rating outlook reflects Moody's expectations that the
company's financial profile will modestly improve as it:

   1) increases revenue in line with increased unit sales of
      notebook computers;

   2) reduces leverage through growing free cash flow; and

   3) amortizes the term loan with a portion of free cash flow.

Ratings could be negatively impacted if:

   * sales growth across geography, distribution channels, and
     product categories is not balanced;

   * leverage and fixed charge coverage do not approach 5.5 times
     and 2 times, respectively, within two years; or

   * the company is unable to offset downward pricing pressure
     with at least a portion of the anticipated post-LBO cost
     savings.

Over the longer term, ratings could move upward:

   * as financial flexibility strengthens (such as leverage
     falling below 5 times and fixed charge coverage comfortably
     exceeding 2 times);

   * operating measures (such as market share, revenue, and
     operating profit) steadily improve from current levels; and

   * the company achieves satisfactory progress with the
     anticipated savings in coordinating procurement, freight, and
     product offering.

Moody's does not necessarily expect that the company will achieve
all of the promised savings within the timeline currently
projected by management.

The B1 rating of the proposed senior secured credit facility (to
be comprised of a $40 million revolving credit facility and a $165
million Term Loan B) recognizes the senior position of this debt
class in the company's capital structure and considers that this
debt is secured by substantially all of the company's assets.  In
a hypothetical default scenario, Moody's believes that the orderly
liquidation value of easily monetizable assets such as accounts
receivable and inventory would fall below the total bank loan
commitment.  Complete recovery would rely on the less easily
predicted valuation for property, plant, and equipment and
intangible assets.  Moody's expects that the Revolving Credit
Facility will largely be used to bridge temporary cash flow timing
differences.  As of June 30, 2005, all of the revolving credit
facility would have been available on a pro-forma basis.

The B3 rating of the proposed eight-year senior subordinated notes
considers the guarantees of the company's U.S. operating
subsidiaries, as well as the contractual subordination to
significant amounts of more senior obligations.  More senior
obligations include the bank loan and about $53 million of trade
accounts payable.  Non-U.S. subsidiaries generate almost half of
the company's revenue.  In a hypothetical default scenario,
Moody's believes that recovery for this debt class would
completely rely on residual enterprise value.

Pro-forma for this financing transaction, debt equals about 6.5
times reported EBITDA (Moody's calculation of EBITDA treats
management fees as an administrative expense and excludes pro-
forma savings), fixed charge coverage is about 1.7 times, and free
cash flow is approximately 5% of debt.  Over the past several
years, revenue has grown at a healthy pace as global notebook unit
sales have annually increased by more than 20%.  The ratings are
based on the expectation that healthy worldwide notebook unit
growth will continue.  The company anticipates that substantial
cost savings are obtainable through consolidating and coordinating
product offering on a global basis.  Progress at these cost
improvements are key to offsetting downward pricing pressure,
particularly given the relatively small size of Targus relative to
most original equipment manufacturers, computer distributors, and
important consumer electronics retailers.

Targus Group International, Inc, headquartered in Anaheim,
California, designs, develops, and distributes notebook computer
cases and computer accessories.  The company sells its products
to:

   * original equipment manufacturers,
   * third-party distributors, and
   * retailers worldwide.

Targus generated revenue of $387 million for the twelve months
ending June 2005.


TOWER AUTOMOTIVE: Court Allows Summit Tooling's $403,148 Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
deemed Summit Tooling & Manufacturing, Inc.'s $403,148 proof of
claim as timely filed on the grounds of due process and
excusable neglect.

Summit Tooling filed its claim on June 28, 2005.

Kevin Smith, president of Summit Tooling, related that the
Debtors mailed the Claims Bar Date Notice to Summit Tooling at
its prior address.  As a result, Summit Tooling failed to file
its claim well within the May 31, 2005, Claims Bar Date
established in Tower Energy Inc. and its debtor-affiliates'
Chapter 11 cases.

Mr. Smith insisted that the Debtors are well aware of Summit
Tooling's current address from numerous invoices sent to the
Debtors as well as from shipping labels on products Summit
Tooling delivered to the Debtors since March 2004.

Mr. Smith asserted that Summit Tooling's failure to file a timely
fail was the result of excusable neglect, which constitutes cause
for enlarging the time period within which to file a claim in
accordance with Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure.

Mr. Smith also asserted that the Debtors would not be prejudiced
by allowing Summit Tooling's claim to be filed since no payments
to creditors have been made and no plan of reorganization has
been filed.

Moreover, Summit Tooling's claim represents 0.039% of the
$726,000,000 in total liabilities Tower Automotive, Inc., owed to
unsecured creditors.

Mr. Smith assured the Court that his company acted in good faith.  
Summit Tooling filed the claim two weeks after receiving notice
of the Bar Date.

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: 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)


US LEC: Closes $10 Million Revolving Credit Facility with Wachovia
------------------------------------------------------------------
US LEC Corp. (Nasdaq: CLEC) reported the closing of a $10 million
revolving credit facility with Wachovia Bank, National
Association.

"Our successful $150 million refinancing arrangement last year
also included plans for the addition of a customary revolver
facility," said J. Lyle Patrick, executive vice president and CFO
of US LEC.  "US LEC is pleased to add this facility, which
strengthens our liquidity position and allows us more flexibility
to continue our growth as the leading competitive carrier in our
16-state footprint."

US LEC ended the third quarter of 2005 with cash of over
$37 million, up from $35.5 million for the quarter ended
June 30, 2005.  It should be noted that US LEC made an $8.9
million interest payment on its senior notes shortly after the end
of the third quarter.

Based in Charlotte, N.C., US LEC -- http://www.uslec.com/-- is a   
leading telecommunications carrier providing integrated voice,
data and Internet services to medium and large businesses and
enterprise organizations throughout 15 Eastern states and the
District of Columbia.  US LEC services include local and long
distance calling services, Voice over Internet Protocol (VoIP)
service, advanced data services such as Frame Relay, Multi-Link
Frame Relay and ATM, dedicated and dial-up Internet services,
managed data solutions, data center services and Web hosting.  US
LEC also provides selected voice services in 27 additional states,
selected nationwide data services and MegaPOP, a nationwide local
dial-up Internet access product for ISPs.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Charlotte, North Carolina-based competitive local
exchange carrier US LEC Corp. The outlook is negative.

A 'B-' rating was assigned to the company's $150 million
second-priority senior secured floating-rate notes due 2009 issued
under Rule 144A with registration rights. These notes are rated at
the same level as the corporate credit rating because a potential
priority obligation, in the form of a carve-out for a maximum $10
million of first-priority lien debt under the indenture for these
notes, is nominal relative to asset value.


VARIG S.A.: Creditors Want Injunction Dissolved
-----------------------------------------------
As reported in the Troubled Company Reporter on Oct. 11, 2005, the
U.S. Bankruptcy Court for the Southern District of New York
extended, until Nov. 11, 2005, the Preliminary Injunction to allow
the Foreign Debtors time to close the sale of Varig Logistica S.A.
to MatlinPatterson Global Advisors, LLC.  

The Court conditioned the injunction on the Foreign Debtors'
performance of certain conditions, including payment of monetary
defaults under the aircraft leases no later than October 20, 2005,
and development of a contingency plan for the removal of aircraft
from commercial service.

Lessors have renewed calls to vacate the Preliminary Injunction:

(1) Ansett Lessors

Ansett Worldwide Aviation, U.S.A., AWMS I, AWMS II, Ansett  
Worldwide Aviation Limited and Ansett Worldwide Aviation Sales  
Limited tell Judge Drain that the Foreign Debtors have failed to
comply with every condition established by the Bankruptcy Court.  
Keith M. Murphy, Esq., at Kaye Scholer, LLP, in New York, relates
that the sale of VarigLog was not completed by September 26.  No
extension with Matlin has been announced and, despite repeated
inquiries, neither Matlin nor the Foreign Debtors have informed
the Lessors of any extension.

On October 13, 2005, a meeting of creditors was held pursuant to
Brazilian law to consider several plans that have been proposed
to reorganize the Foreign Debtors.  Mr. Murphy says none of the
plans received sufficient support from the creditor body to
prompt the Foreign Debtors to proceed toward approval.  Numerous
creditors have opposed the sale of VarigLog as part of a plan.

The Ansett Lessors lease 14 aircrafts to the Foreign Debtors
under certain aircraft lease agreements.  Mr. Murphy reports that
the Foreign Debtors have not cured any of the monetary defaults
under the leases.  No current payments are being made, and
payments owed to the aircraft lessors as a whole increase by in
excess of $1,000,000 per day.

It is only appropriate that the Bankruptcy Court vacate its prior
Preliminary Injunction Order to permit the Ansett Lessors to take
all steps they deem necessary to protect their interests, Mr.
Murphy contends.

(2) Aircraft SPC-6

Michael Luskin, Esq., at Luskin, Stern & Eisler LLP, in New York,
tells Judge Drain that Aircraft SPC-6, Inc.'s aircraft flight
hour projections suggest extensive maintenance must be performed
on its engines in the near term.  Given VARIG's history of
scavenging airplane parts, Aircraft SPC-6 fears that VARIG may
swap Aircraft SPC-6's engines out of its aircraft to keep the
plane in the air without performing the necessary maintenance on
Aircraft SPC-6's engines or will strip the airplane for parts
needed for other planes.  Mr. Luskin says VARIG must satisfy
Aircraft SPC-6 that its engines are properly maintained and are
not separated from the aircraft.

However, this cannot happen under the Preliminary Injunction, Mr.
Luskin notes.  As VARIG's financial situation worsens, the
likelihood that Aircraft SPC-6's aircraft will be cannibalized
for parts increases.  VARIG's financial condition is spiraling
out of control, and there is no evidence to suggest an
improvement on the horizon.

Aircraft SPC-6 leases one Boeing 737-4YO aircraft and two CFM
International, Inc. CFM56-3C1 engines to VARIG pursuant to a
four-year lease dated April 2, 2004.  Before the Petition Date,
VARIG defaulted in its obligations under the Lease, and owed
Aircraft SPC-6 $342,139 in rent, maintenance reserves and other
payments due under the Lease.  VARIG also defaulted in its
payment obligations postpetition.  As of the September 9, 2005,
VARIG owed Aircraft SPC-6 at least $210,490 in postpetition rent,
maintenance reserves and other payments.

(3) Boeing

The Boeing Company sent the Foreign Debtors notices of the
defaults under the Leases in accordance with the Preliminary
Injunction Order on account of the missed payments due under
their leases.  The Foreign Debtors have failed to cure any of the
defaults.  Boeing also requested the financial and planning
information as well as the contingency plan that the Bankruptcy
Court directed the Foreign Debtors to deliver.  Beyond two
projections -- very simplistic cash flow and income statements --
no information has been provided.

Boeing's recent inspection has shown that Boeing's inventory has
been materially harmed by VARIG's persistent failure to meet the
standards under the Leases and by its inability to purchase
replacement parts.

Richard G. Smolev, Esq., at Kaye Scholer LLP, in New York, tells
Judge Drain that each Boeing MD-11 the company leases to the
Debtors is depreciating at a rate of approximately $436,000 per
month, each Boeing 737 is depreciating at a rate of approximately
$149,000 per month, and each Boeing 777 is depreciating at a rate
of approximately $226,699 per month.

Boeing asks Judge Drain to direct the Foreign Representatives to
show cause why the Court should not dissolve the Preliminary
Injunction.

(4) Central Air & Wells Fargo

Central Air Leasing Limited is the owner participant in several
trusts in which Wells Fargo Bank Northwest, National Association,
is the owner trustee.

ABN AMRO Bank N.V. acts as agent for a syndicate of institutions
and syndicate of institutions and is authorized to act on behalf
of Central Air under a grant provided under various operative
documents.

George H. Van Ramshorst, executive director of ABN AMRO, informs
the Court that, to date, the Foreign Debtors have failed to pay
basic and supplemental rent arising under Central Air's Leases
since August 1, 2005.  As of October 21, 2005, the Debtors owe
Central Air in excess of $11,200,286 accruing since the Section
304 Petition Date.

On October 3, 2005, Central Air asked the Debtors' counsel for
(a) updated cash flow information, (b) fleet plan information and
(c) the development of a contingency aircraft return program.  
However, the Debtors simply supplied the old cash flow reports
that were submitted to the Bankruptcy Court on September 12.  The
Debtors said they would not deliver any updated information until
"mid-October."

The Foreign Debtors have delayed in moving forward to develop an
aircraft return contingency plan in coordination with Central
Air.  The Debtors also failed to consummate the MatlinPatterson
transactions.  They did not obtain the liquidity to cure the
accrued amounts owing to the aircraft lessors, including Central
Air, since the Section 304 Petition Date.

In this regard, Central Air wants the Injunction dissolved so it
may exercise all of its rights and remedies under its leases and
other operative documents with the Debtors.  Central Air also
demands immediate payment of the Debtors' obligations to date.

               Foreign Representatives Object

Vicente Cervo and Eduardo Zerwes, the duly appointed Foreign
Representatives of VARIG, S.A., Rio Sul Linhas Aereas S.A. and
Nordeste Linhas Aereas S.A., ask Judge Drain to overrule the
requests of Central Air Leasing Limited and Wells Fargo Bank
Northwest, National Association, and the Ansett Lessors.

The Foreign Representatives do not deny that a delay in obtaining
creditor and Brazilian Court approval of interim financing has
resulted in delayed lease payments.  The Foreign Debtors,
however, believe that the Preliminary Injunction should continue
for an additional brief period of time to allow a $62,000,000
alternative funding proposal by Banco Nacional de Desenvolvimento
Economico e Social and, if appropriate, the Debtors' transaction
with MatlinPatterson Global Advisors LLC to proceed through the
Brazilian Court approval process.

If approved, the BNDES Proposal, will pay arrearages under
aircraft leases -- except those leases that VARIG elects to
terminate -- and will provide adequate assurance of current
payments of all leases and other operating expenses through
completion of the Debtors' restructuring process, according to
Mr. Antonoff.

Mr. Antonoff relates that over the past weeks VARIG has been
developing a contingency plan.  As part of this process, Mr.
Antonoff says VARIG is analyzing whether to terminate certain
aircraft leases.  The contingency plan will be implemented only as
a result of a determination to terminate certain leases or in the
event that interim financing is not approved by the Brazilian
Court within a reasonable time.

With respect to maintenance, the Foreign Debtors vehemently deny
and refute the allegations and statements made by the Ansett
Lessors concerning aircraft maintenance.  Mr. Antonoff says the
Foreign Debtors can demonstrate that they have consistently and
without interruption carried out a proper and sufficient
maintenance program with respect to the aircraft they have leased
from Ansett.

Provided that the Preliminary Injunction is preserved, the
Foreign Debtors have a realistic chance of curing all
postpetition lease arrearages and successfully restructuring in a
reasonably short period of time.  If the Preliminary Injunction
is lifted as to any of the lessors, the Foreign Debtors risk the
immediate and irreparable destruction of their business to the
detriment of all their creditors, other lessors, trade creditors
and employees, Mr. Antonoff contends.

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)


WACHOVIA COMMERCIAL: Fitch Rates $49.54 Mil Cert. Classes at Low-B
------------------------------------------------------------------
Wachovia Commercial Mortgage Trust, series 2005-C21, commercial
mortgage pass-through certificates are rated by Fitch Ratings:

     -- $69,659,000 class A-1 'AAA';
     -- $428,194,000 class A-2PFL 'AAA';
     -- $177,270,000 class A-2C 'AAA';
     -- $183,113,000 class A-3 'AAA';
     -- $148,638,000 class A-PB 'AAA';
     -- $917,453,000 class A-4 'AAA';
     -- $350,788,000 class A-1A 'AAA';
     -- $325,017,000 class A-M 'AAA';
     -- $215,323,000 class A-J 'AAA';
     -- $3,250,165,041 class IO* 'AAA';
     -- $65,003,000 class B 'AA';
     -- $32,502,000 class C 'AA-';
     -- $60,941,000 class D 'A';
     -- $36,564,000 class E 'A-';
     -- $40,627,000 class F 'BBB+';
     -- $32,502,000 class G 'BBB';
     -- $40,627,000 class H 'BBB-';
     -- $16,250,000 class J 'BB+';
     -- $16,251,000 class K 'BB';
     -- $16,251,000 class L 'BB-';
     -- $8,126,000 class M 'NR';
     -- $12,188,000 class N 'NR';
     -- $8,125,000 class O 'NR';
     -- $48,753,041 class P 'NR'.

        * Notional Amount and Interest-Only

Classes M, N, O and P are not rated by Fitch.  Classes A-1, A-
2PFL, A-2C, A-3, A-PB, A-4, A-1A, A-M, A-J, B, C and D are offered
publicly while classes E, F, G, H, J, K, L, M, N, O, P and IO are
privately placed pursuant to rule 144A of the Securities Act of
1933.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 230 fixed loans having an
aggregate principal balance of approximately $3,250,165,042, as of
the cut-off date.  The rating on the class A-2PFL certificates
only addresses the receipt of the fixed-rate coupon and does not
address whether investors will receive a floating-rate coupon.

Additionally, the rating of the class A-2PFL certificates does not
address any costs associated with the floating rate swap.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Wachovia Bank Commercial Mortgage Trust, Series
2005-C21', dated Oct. 4, 2005 and available on the Fitch Ratings
web site at http://www.fitchratings.com/.


WELLS FARGO: Fitch Assigns Low-B Ratings to $789K Cert. Classes
---------------------------------------------------------------
Wells Fargo Mortgage Backed Securities mortgage pass-through
certificates, series 2005-13, are rated by Fitch Ratings:

     -- $387,433,877 classes A-1, A-PO, and A-R, 'AAA' senior
        certificates;

     -- $4,337,000 class B-1 'AA';

     -- $789,000 class B-2 'A';

     -- $591,000 class B-3 'BBB';

     -- $395,000 class B-4 'BB';

     -- $394,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 1.75%
subordination provided by the 1.10% class B-1, the 0.20% class B-
2, the 0.15% class B-3, the 0.10% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.10% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 659 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 15 years.  The
aggregate unpaid principal balance of the pool is $394,334,856 as
of Oct. 1, 2005 and the average principal balance is $598,384.  
The weighted average original loan-to-value ratio of the loan pool
is approximately 60.6%; 0.67% of the loans have an OLTV greater
than 80%.

In addition, the weighted average coupon of the mortgage loans is
5.346% and the weighted average FICO score is 750.  Cash-outs and
rate/term refinance represent 29.35% and 37.3%, respectively.  The
states that represent the largest geographic concentration are
California, New Jersey, Maryland, and New York.  All other states
represent less than 5% of the outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank N.A. will act as
trustee.  Elections will be made to treat the trust as a real
estate mortgage investment conduit for federal income tax
purposes.


WORLDCOM INC: Court Approves N. Carolina Claims Settlement Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved WorldCom, Inc. and its debtor-affiliates' Settlement
Agreement with The State of North Carolina.

As previously reported in the Troubled Company Reporter on October
10, 2005, the salient terms of the Agreement were:

   (1) The 12 Claims will be disallowed, dismissed and expunged
       in full and with prejudice;

   (2) North Carolina will release the Debtors of all claims or
       potential claims relating in any way to the 12 Claims.
       The release includes:

          -- any claims relating to a royalty program previously
             in effect; and

          -- a release of the Debtors' obligation to pay taxes,
             interest, and penalties relating to the royalty
             program;

   (3) Two Network Claims will be deemed satisfied in full,
       released, withdrawn and expunged:

         Claim No.              Claim Amount
         ---------              ------------
           35716                 $2,229,145
           22105                  2,572,405

   (4) Ten Claims have been fully resolved and are thus being
       expunged, withdrawn, allowed or allowed-paid and require
       no further Court proceedings.

         Claim No.              Claim Amount        Action
         ---------              ------------        ------
           38082                    $18,567         Expunged
           14966                         $0         Expunged
           22106                    112,880         Expunged
           33485                     11,176         Allowed
           22107                     29,760         Allowed
           22108                      7,366         Allowed
           22109                         49         Allowed
           22110                         72         Allowed
           22104                    113,140         Allowed
           22111                    216,006         Allowed

   (5) Claim No. 33486 filed against Intermedia Communications,
       Inc., for $250,513 will be deemed satisfied in full,
       released, withdrawn and expunged;

   (6) The Debtors will pay to North Carolina $16,232,037, in
       full and complete satisfaction of all tax, interest and
       penalties related to the royalty program, Network Claims
       and the Intermedia Claim;

   (7) The Parties will bear their own costs, expenses and fees;
       and

   (8) The Parties have agreed to certain technical tax,
       accounting and related issues necessary to resolve on a
       final basis the 12 Claims for tax years ending on or
       before December 31, 2002, and to agree on North Carolina's
       treatment of discrete tax issues for tax years after 2002.

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: Gets Okay for Summary Judgment on Deutsche Bank
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted WorldCom, Inc. and its debtor-affiliates for summary
judgment and disallow Deutsche Bank AG, London Branch's claims:

   (1) The Dividend Claim -- Claim No. 25985 for $7,906,920,
       asserted on account of unpaid dividends on MCI Group
       common stock; and

   (2) The Conversion Claim -- Claim No. 25986 for $256,160,
       alleging damages attributable to the Debtors' decision not
       to effect the conversion of MCI Group common stock to
       WorldCom Group common stock.

As previously reported in the Troubled Company Reporter on October
13, 2005, Edward J. Estrada, Esq., at LeBoeuf, Lamb, Greene &
MacRae, LLP, in New York argues that even though a debtor may be
presumed to be insolvent due to the presence of various indicia of
insolvency, the true state of its financial affairs can only be
determined after a thorough factual showing at trial.

Deutsche Bank AG, London Branch has asked the Court to deny the
Debtors' request.

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)


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

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     3
Adelphia Comm.                         6.000%  02/15/06     4
Adelphia Comm.                         7.500%  01/15/04    64
Adelphia Comm.                         7.875%  05/01/09    67
Adelphia Comm.                         8.125%  07/15/03    66
Adelphia Comm.                         8.375%  02/01/08    65
Adelphia Comm.                         9.250%  10/01/02    67
Adelphia Comm.                         9.375%  11/15/09    68
Adelphia Comm.                         9.500%  02/15/04    59
Adelphia Comm.                         9.875%  03/01/05    63
Adelphia Comm.                         9.875%  03/01/07    68
Adelphia Comm.                        10.250%  11/01/06    64
Adelphia Comm.                        10.250%  06/15/11    70
Adelphia Comm.                        10.500%  07/15/04    62
Adelphia Comm.                        10.875%  10/01/10    68
AHI-DFLT 07/05                         8.625%  10/01/07    55
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    28
Amer Color Graph                      10.000%  06/15/10    69
Amer Comm LLC                         11.250%  01/01/08    24
Amer & Forgn PWR                       5.000%  03/01/30    69
American Airline                       7.377%  05/23/19    65
American Airline                       7.379%  05/23/16    64
American Airline                       8.800%  09/16/15    65
American Airline                      10.190%  05/26/16    73
American Airline                      10.850%  03/15/09    65
AMR Corp.                              9.000%  08/01/12    72
AMR Corp.                              9.000%  09/15/16    71
AMR Corp.                              9.750%  08/15/21    62
AMR Corp.                              9.800%  10/01/21    55
AMR Corp.                              9.880%  06/15/20    58
AMR Corp.                             10.000%  04/15/21    61
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    56
AMR Corp.                             10.200%  03/15/20    61
AMR Corp.                             10.550%  03/12/21    63
Anchor Glass                          11.000%  02/15/13    62
Antigenics                             5.250%  02/01/25    55
Anvil Knitwear                        10.875%  03/15/07    56
Apple South Inc.                       9.750%  06/01/06     4
Armstrong World                        6.350%  08/15/03    72
Armstrong World                        6.500%  08/15/05    70
Armstrong World                        7.450%  05/15/29    71
Armstrong World                        9.000%  06/15/04    73
Amtran Inc.                            9.625%  12/15/05     4
Asarco Inc.                            7.875%  04/15/13    58
Asarco Inc.                            8.500%  05/01/25    58    
ATA Holdings                          12.125%  06/15/10    10
ATA Holdings                          13.000%  02/01/09    15
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     6
Autocam Corp.                         10.875%  06/15/14    63
Bank New England                       8.750%  04/01/99     9
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    56
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    61
Calpine Corp.                          4.750%  11/15/23    45
Calpine Corp.                          7.750%  04/15/09    49
Calpine Corp.                          7.875%  04/01/08    51
Calpine Corp.                          8.500%  07/15/10    71
Calpine Corp.                          8.500%  02/15/11    47
Calpine Corp.                          8.625%  08/15/10    47
Calpine Corp.                          8.750%  07/15/07    66
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          8.875%  12/01/11    72
CD Radio Inc.                          8.750%  09/29/09     0
Cell Genesys Inc                       3.125%  11/01/11    74
Cell Therapeutic                       5.750%  06/15/08    54
Cell Therapeutic                       5.750%  06/15/08    73
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm HLD                       5.875%  11/16/09    75
Charter Comm HLD                      10.000%  05/15/11    65
Charter Comm HLD                      11.125%  01/15/11    70
Ciphergen                              4.500%  09/01/08    75
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    52
Comcast Corp.                          2.000%  10/15/29    40
Constar Intl                          11.000%  12/01/12    56
Cons Container                        10.125%  07/15/09    57
Covad Communication                    3.000%  03/15/24    60
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    30
Curative Health                       10.750%  05/01/11    63
DAL-DFLT09/05                          9.000%  05/15/16    18
Dayton Superior                       13.000%  06/15/09    71
Delco Remy Intl                        9.375%  04/15/12    45
Delco Remy Intl                       11.000%  05/01/09    48
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    41
Delta Air Lines                        7.700%  12/15/05    18
Delta Air Lines                        8.000%  06/03/23    18
Delta Air Lines                        8.300%  12/15/29    17
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    27
Delta Air Lines                        8.540%  01/02/07    24
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    47
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    16
Delta Air Lines                        9.300%  01/02/10    45
Delta Air Lines                        9.320%  01/02/09    40
Delta Air Lines                        9.750%  05/15/21    16
Delta Air Lines                        9.875%  04/30/08    51
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  06/01/10    61
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.125%  05/15/10    18
Delta Air Lines                       10.140%  08/14/11    59
Delta Air Lines                       10.330%  03/26/06    27
Delta Air Lines                       10.375%  02/01/11    17
Delta Air Lines                       10.375%  12/15/22    17
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.500%  04/30/16    58
Delta Air Lines                       10.790%  03/26/14    37
Delta Air Lines                       10.790%  03/26/14    20
Delphi Auto Syst                       6.500%  05/01/09    64
Delphi Auto Syst                       7.125%  05/01/29    64
Delphi Corp                            6.500%  08/15/13    67
Delphi Trust II                        6.197%  11/15/33    31
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    75
Dura Operating                         9.000%  05/01/09    68
Edison Brothers                       11.000%  09/26/07     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    67
E. Spire Comm Inc.                    13.000%  11/01/05     0
Exodus Comm. Inc.                      5.250%  02/15/08     0
Falcon Products                       11.375%  06/15/09     2  
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North AM                       9.875%  03/01/14    75
Federal-Mogul Co.                      7.375%  01/15/06    33
Federal-Mogul Co.                      7.500%  01/15/09    34
Federal-Mogul Co.                      8.160%  03/03/03    32
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.370%  11/15/01    32
Federal-Mogul Co.                      8.800%  04/15/07    33
Federated Group                        7.500%  04/15/10     1
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    39
FMXIQ-DFLT09/05                       13.500%  08/15/05     6
Foamex L.P.                            9.875%  06/15/07     5
Foamex L.P.                           10.750%  04/01/09    72
Ford Motor Co.                         6.500%  08/01/18    68
Ford Motor Co.                         6.625%  02/15/28    68
Ford Motor Co.                         7.400%  11/01/46    67
Ford Motor Co.                         7.500%  08/01/26    74
Ford Motor Co.                         7.700%  05/15/97    68
Ford Motor Co.                         7.750%  06/15/43    69
Ford Motor Cred                        5.200%  03/21/11    68
Ford Motor Cred                        5.650%  11/21/11    73
Ford Motor Cred                        5.750%  02/20/14    74
Ford Motor Cred                        6.100%  02/20/15    71
Ford Motor Cred                        6.250%  01/20/15    68
Ford Motor Cred                        7.500%  08/20/32    72
Gateway Inc.                           1.500%  12/31/09    75
Gateway Inc.                           2.000%  12/31/11    68
General Motors                         7.400%  09/01/25    69     
General Motors                         7.700%  04/15/16    75     
GMAC                                   5.850%  06/15/13    69
GMAC                                   5.900%  12/15/13    74
GMAC                                   5.900%  10/15/19    73
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    75
GMAC                                   6.000%  04/15/19    74
GMAC                                   6.000%  09/15/19    75
GMAC                                   6.050%  10/15/19    73
GMAC                                   6.500%  02/15/20    73
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.750%  06/15/14    67
GMAC                                   6.750%  03/15/20    74
GMAC                                   7.000%  02/15/18    67
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    70
Graftech Int'l                         1.625%  01/15/24    71
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    65
Human Genome                           2.250%  08/15/12    74
Human Genome                           2.250%  08/15/12    75
Huntsman Packag                       13.000%  06/01/10    15     
Imperial Credit                        9.875%  01/15/07     0
Inland Fiber                           9.625%  11/15/07    46
Integrat Elec SV                       9.375%  02/01/09    71
Intermet Corp.                         9.750%  06/15/09    24
Iridium LLC/CAP                       10.875%  07/15/05    20
Iridium LLC/CAP                       11.250%  07/15/05    20
Iridium LLC/CAP                       13.000%  07/15/05    19
Iridium LLC/CAP                       14.000%  07/15/05    20
Isolagen Inc.                          3.500%  11/01/24    44
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    51
Kmart Funding                          8.880%  07/01/10    50
Kulicke & Soffa                        0.500%  11/30/08    72
Kulicke & Soffa                        1.000%  06/30/10    72
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    57
Level 3 Comm. Inc.                     6.000%  09/15/09    52
Level 3 Comm. Inc.                     6.000%  03/15/10    56
Level 3 Comm. Inc.                    11.250%  03/15/10    75
Liberty Media                          3.750%  02/15/30    53
Liberty Media                          4.000%  11/15/29    60
Mcms Inc.                              9.750   03/01/08     0
Metaldyne Corp.                       11.000%  06/15/12    73      
Merisant Co                            9.500%  07/15/13    69
Metricom Inc.                         13.000%  02/15/10     0
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    69    
Muzak LLC                              9.875%  03/15/09    50
New Orl Grt N RR                       5.000%  07/01/32    72
New World Pasta                        9.250%  02/15/09     5
Northern Pacific RY                    3.000%  01/01/47    56
Northern Pacific RY                    3.000%  01/01/47    56
Northwest Airlines                     6.625%  05/15/23    29
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    57
Northwest Airlines                     7.625%  11/15/23    28
Northwest Airlines                     7.626%  04/01/10    56
Northwest Airlines                     7.691%  04/01/17    74
Northwest Airlines                     7.875%  03/15/08    29
Northwest Airlines                     8.070%  01/02/15    20
Northwest Airlines                     8.130%  02/01/14    22
Northwest Airlines                     8.304%  09/01/10    73
Northwest Airlines                     8.700%  03/15/07    27
Northwest Airlines                     8.875%  06/01/06    28
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    29
Northwest Airlines                    10.000%  02/01/09    29
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    60
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    40
NWA Trust                             11.300%  12/21/12    45           
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09     5
Owens-Crng Fiber                       8.875%  06/01/02    69
Osu-Dflt10/05                         13.375%  10/15/09     5  
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    32
Pegasus Satellite                      9.750%  12/01/06    25
Pegasus Satellite                     12.375%  08/01/06    25
Pegasus Satellite                     12.500%  08/01/07    25
Pen Holdings Inc.                      9.875%  06/15/08    65
Pinnacle Airline                       3.250%  02/15/25    66
Pixelworks Inc.                        1.750%  05/15/24    67
Pliant Corp.                          13.000%  06/01/10    18
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    65
Primedex Health                       11.500%  06/30/08    55
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    25
Primus Telecom                         5.750%  02/15/07    49
Primus Telecom                         8.000%  01/15/14    57
Primus Telecom                        12.750%  10/15/09    52
Read-Rite Corp.                        6.500%  09/01/04    20
Refco Finance                          9.000%  08/01/12    65
Reliance Group Holdings                9.000%  11/15/00    21
Reliance Group Holdings                9.750%  11/15/03     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    49
Solectron Corp.                        0.500%  02/15/34    72
Solutia Inc.                           6.720%  10/15/37    69
Solutia Inc.                           7.375%  10/15/27    69
Tekni-Plex Inc.                       12.750%  06/15/10    45
Teligent Inc.                         11.500%  12/01/07     0
Teligent Inc.                         11.500%  03/01/08     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Tower Automotive                       5.750%  05/15/24    43
Trans Mfg Oper                        11.250%  05/01/09    63
Transtexas Gas                        15.000%  03/15/05     1
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    62
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    20
United Air Lines                       7.762%  10/01/05    50
United Air Lines                       8.030%  07/01/11    60
United Air Lines                       9.000%  12/15/03    12
United Air Lines                       9.020%  04/19/12    40
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.350%  04/07/16    60
United Air Lines                       9.560%  10/19/18    42
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.110%  01/05/06    51
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    13
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    56
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  07/15/49     8
US Air Inc.                           10.550%  01/15/06    28
US Air Inc.                           10.700%  01/15/07    27
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     6
UTSTARCOM                              0.875%  03/01/08    73
Venture Hldgs                          9.500%  07/01/05     0
Vitesse Semicond                       1.500%  10/01/24    74
WCI Steel Inc.                        10.000%  12/01/04    52
Werner Holdings                       10.000%  11/15/07    45
Westpoint Steven                       7.875%  06/15/08     0
Westpoint Steven                       7.875%  06/15/05     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Winn-Dixie Store                       8.875%  04/01/08    71
Winstar Comm                          14.000%  10/15/05     0
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo M. Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***