TCR_Public/051101.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, November 1, 2005, Vol. 9, No. 259

                          Headlines

20 BOOT INC: Case Summary & 21 Known Creditors
A PARTNERS: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMS: Wants to Fix Plan Reserves & Estimate Claims
AEGIS ASSET: Fitch Puts BB Rating on $13.2-Mil Cert. Class
ALLEGHENY ENERGY: Posts $35.7 Million Net Income in Third Quarter

ALLIANCE ONE: EC Fines Won't Trigger Credit Facility Default
ALPHARMA INC: Refinancing Prompts Moody's to Affirm Low-B Ratings
AMERIQUEST MORTGAGE: Fitch Rates $19.2 Mil Cert. Classes at Low-B
AMERUS GROUP: Fitch Puts BB+ Rating on Perpetual Preferred Stock
AMHERST TECHNOLOGIES: Court Converts Ch. 11 Cases to Ch. 7

AMHERST TECHNOLOGIES: Court Sets February 27 as Claims Bar Date
AMHERST TECHNOLOGIES: U.S. Trustee Will Meet Creditors on Nov. 28
APCO LIQUIDATING: Bell Boyd as Special Environmental Counsel
APCO LIQUIDATING: Richards Layton Approved as Bankruptcy Counsel
ARLINGTON HOSPITALITY: Sells Assets to Sunburst for $21.3 Million

ARMSTRONG WORLD: Balance Sheet Upside-Down by $1.35B at Sept. 30
ATA AIRLINES: Gets Court Nod to Assume RPK Capital Engine Lease
BANC OF AMERICA: Fitch Places Low-B Ratings on $1.7M Cert. Classes
BEAR STEARNS: Fitch Rates $51 Million Certificate Classes at Low-B
BLOUNT INT'L: Equity Deficit Narrows to $201.43 Mil. at Sept. 30

BROKERS INC: Courts Extends Solicitation Period to December 1
CERVANTES ORCHARDS: Hires Messrs. Fischer and Johnston as Counsel
CHARLES BRIGGS: Case Summary & 5 Largest Unsecured Creditors
CHARLES RIVER: Earns $32.1 Million of Net Income in Third Quarter
CHEMTURA CORP: Posts $118.9 Million Net Loss in Third Quarter

CHI-CHI'S: Judge Baxter Approves Amended Disclosure Statement
COLORADO INTERSTATE: S&P Places B Rating on $400M Sr. Unsec. Notes
CORNERSTONE PRODUCTS: Assets Being Auctioned Tomorrow in Dallas
CORNERSTONE PRODUCTS: Taps Mesirow Financial as Investment Banker
CP SHIPS: S&P Revises CreditWatch Placement Due to TUI Debt Rating

CRE RENTAL: Case Summary & 20 Largest Unsecured Creditors
CREDIT SUISSE: Moody's Cuts Rating on Class B-F Tranche to B1
CREDIT SUISSE: Fitch Junks Ratings on Twelve Certificate Classes
CUMMINS INC: Earns $145 Million of Net Income in Third Quarter
CWMBS INC: Fitch Assigns Low-B Ratings to $806K Cert. Classes

CWMBS INC: Fitch Places Low-B Ratings on $1.46-Mil Cert. Classes
CWMBS INC: Fitch Rates $1.78M Cert. Classes at Low-B
DE LA CONCHA: Case Summary & Largest Unsecured Creditor
DELPHI CORP: Court Approves De Minimis Asset Sale Procedures
DELPHI CORP: Judge Drain Authorizes Use of All Cash Collateral

DELPHI CORP: U.S. Trustee Meeting With Creditors on February 6
DELTA AIR: Board Agrees to Pay Cuts as Part of Cost-Reduction Plan
DORAL FINANCIAL: Financial Non-Filing Cues Moody's to Cut Ratings
EASTMAN KODAK: Fitch Puts BB+ Rating on $2.7-Bil Sr. Secured Loan
ELDERCARE PROPERTIES: Case Summary & 20 Largest Creditors

ENRON CORP: Court Okays Claims Settlement Pact on Brazos Financing
ENRON CORP: Wants Court to Bless SRP Settlement Agreement
ENTERGY NEW ORLEANS: Court Okays Up To $200 Mil. of DIP Financing
ENTERGY NEW ORLEANS: Section 341(a) Meeting Set on November 18
ENTERGY NEW ORLEANS: U.S. Trustee Appoints 3-Member Interim Panel

EVANSTON INC: Case Summary & 11 Largest Unsecured Creditors
EXIDE TECH: Eight Directors Buy Restricted Shares & Stock Options
FIRSTBANK PUERTO: SEC Investigation Cues Moody's to Cut Ratings
FIRST HORIZON: Fitch Assigns Low-B Ratings to $735K Cert. Classes
FOOTSTAR INC: U.S. Trustee Amends Creditors Committee Membership

HIGH VOLTAGE: Asks Court to Approve Ricci Consultants' Retention
HIGH VOLTAGE: Ch. 11 Trustee Wants to Reject Executory Contracts
HIGH VOLTAGE: U.S. Trustee Amends Equity Committee Membership
HIRSH INDUSTRIES: Committee to Conduct Rule 2004 Examination
IKON OFFICE: Earns $20 Million of Net Income in Fourth Quarter

KAISER ALUMINUM: Gets Ct. OK to Extend Deadline to Remove Actions
KAISER ALUMINUM: Insurers Want Motion to Enforce Stay Denied
KMART CORP: Court Won't Deem G. Carbajo's Claim as Timely Filed
KRISPY KREME: Appoints Jeff Jervik as Operations EVP
KRISPY KREME: Board Taps James Mead to Search for Permanent CEO

LEVI STRAUSS: Streamlining Cues Fitch to Upgrade Ratings
MAPLE LEAF: Voluntary Chapter 11 Case Summary
MCI INC: Gets Regulatory Approval From FCC on Verizon-MCI Merger
MCLEODUSA INC: Confirmation Hearing Scheduled for December 15
MCLEODUSA INC: Gets Access to $50 Million DIP Credit Facility

MIRANT CORP: Mintz Levin's Environmental Legal Work Increases
MORRIS PUBLISHING: Moody's Rates Proposed $350MM Sr. Loan at Ba2
NORTHWEST AIRLINES: Posts $475 Million Net Loss in Third Quarter
NOVA CHEMICALS: Fitch Puts BB+ Rating on Proposed $400MM Sr. Notes
NVF COMPANY: CB Richard Ellis Approved as Real Estate Broker

O'SULLIVAN INDUSTRIES: Court Fixes January 9 as Claims Bar Date
O'SULLIVAN IND: Gets Okay to Employ Ordinary Course Professionals
O'SULLIVAN INDUSTRIES: Wants to Hire Garden City as Claims Agent
ON TOP: Turns to Conwell William for Financial Advice
ON TOP: U.S. Trustee Objects to Hiring of Conwell Williams

ON TOP: Wants to Hire Sciarrino & Associates as FCC Counsel
PONDEROSA PINE: McGuireWoods Approved as Construction Counsel
PROSOFT LEARNING: Likely Defaults Cue Going Concern Doubt
QUINTILES TRANSNATIONAL: S&P Affirms BB- Corp. Credit Rating
RESIDENTIAL ACCREDIT: Fitch Rates $19.4 Mil Sub. Certs. at Low-B

RUSSELL-STANLEY: Hunter Drums Gets Court Approval to Sell Assets
SCOTTS MIRACLE-GRO: Financial Plan Cues S&P to Affirm Low-B Rating
SEARS HOLDINGS: Richard Perry Appointed to Sears Holdings' Board
SHC INC: Administrator Wants Until Feb. 22 to Object to Claims
SINGER-DENMAN: Case Summary & 20 Largest Unsecured Creditors

SOLUTIA INC: Has Exclusive Right to File Ch. 11 Plan Until Nov. 17
SOUTHERN PRODUCTS: Case Summary & 45 Largest Unsecured Creditors
SOUTHWEST RECREATIONAL: Sues Zurich American Insurance for $2 Mil.
STONERIDGE INC: Posts $3.3 Million Net Loss in Third Quarter
STRUCTURED ASSET: Fitch Rates $21.9 Mil Certificate Class at Low-B

THOMAS JOHNSON: Case Summary & 2 Largest Unsecured Creditors
TIDEWATER SENIORS: Case Summary & Largest Unsecured Creditor
TRUMP HOTELS: Wants Court to Clarify Power Plant Stipulation
TRUMP HOTELS: Wants Court to Expunge DLJ's $25,000,000 Claims
UAL CORPORATION: Plans to Recall 300 Pilots for 2006

UAL CORP: Wants to Walk Away from One Boeing Aircraft Lease
UNITED SURGICAL: 3rd Quarter Results Cue S&P to Review Ratings
US AIRWAYS: Bank of America Sues for Breach of Credit Card Accord
US AIRWAYS: Buys Back $250 Million of America West's Senior Notes
US AIRWAYS: Swaps Common Stock for America West's Sr. Exch. Notes

US JESCO: Case Summary & 56 Largest Unsecured Creditors
VALE OVERSEAS: Fitch Assigns BB Rating to Foreign Currency
VINCENT DAVINCI: Case Summary & 8 Largest Unsecured Creditors
W.R. GRACE: Wants January 12, 2006 Set as Asbestos Claims Bar Date
WELLS FARGO: Fitch Places Low-B Rating on $1.78-Mil Cert. Classes

WELLS FARGO: Fitch Rates $2.45-Mil Class Certificates at Low-B
WHITEHALL JEWELLERS: Newcastle Offers $1.10 Per Share Buy-Out
WHITEHALL JEWELLERS: NYSE Halts Common Stock Trading
WILLIAM BRADLEY: Case Summary & 20 Largest Unsecured Creditors
WILLIAM MCKINLEY: Case Summary & 20 Largest Unsecured Creditors

WILLIAM SHIPWASH: Case Summary & 20 Largest Unsecured Creditors
WILLIAM WEST: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Posts $832.6MM Net Loss for the Year Ended June 2005
WINN-DIXIE: Wants to Auction Miami Reclamation Center on Nov. 14
WORLDCOM INC: Parties Want Court to Set Final Fairness Hearing

WORLDCOM INC: Wants Court to Allow Tax Claim as Timely Filed

* Timothy Coleman Joins Dewey Ballantine as Litigation Partner

* Large Companies with Insolvent Balance Sheets

                          *********

20 BOOT INC: Case Summary & 21 Known Creditors
----------------------------------------------
Debtor: 20 Boot, Inc.
        dba $1.00 Super Dollar Store, Inc.
        8050 McKnight Road
        Pittsburgh, Pennsylvania 15237

Bankruptcy Case No.: 05-50081

Chapter 11 Petition Date: October 27, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Bernard Markovitz

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, Pennsylvania 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Artistry Designs                            Unknown
   2222 West 138th Street
   Blue Island, IL 60406

   BE Industries, Inc.                         Unknown
   21 Annie Place Stamford
   Stamford, CT 06902

   CIT                                         Unknown
   P.O. Box 1036
   Charlotte, NC 28201

   Encore                                      Unknown
   333 North Rivermede Road
   Concord Ontario L4K 3N7

   First City North Associates                 Unknown
   Four Gateway Center, Suite 212
   Pittsburgh, PA 15222

   Fleet Equipment, Inc.                       Unknown
   P.O. Box 110 Beeno Road
   Darragh, PA 15625

   Herr Food Inc./Credit Mediators, Inc.       Unknown
   P.O. Box 456
   Upper Darby, PA 19082

   Hillcrest Food Service/Transworld System    Unknown
   2695 East 40th Street
   Cleveland, OH 44115

   Jumbo Products, Inc.                        Unknown
   3926 24th Street
   Long Island City, NY 11101

   Jurassic Dog Products L.L.C.                Unknown
   224 Nazareth Drive
   Belle Vernon, PA 15012

   KDKATV                                      Unknown
   21251 Network Place
   Chicago, IL 60673

   Knickerbocker, Russell Co.                  Unknown
   4759 Campbells Run
   Pittsburgh, PA 15205

   Kole Imports                                Unknown
   24600 South Main Street
   Carson, CA 90745

   Loomco International Group, LLC             Unknown
   209 Reynolds Industrial Park
   Transfer, PA 16154

   NYRS Debt Collectors                        Unknown
   1319 Hickory Street
   Kansas City, MO 64102

   OKK Trading                                 Unknown
   5500 East Olympic Boulevard, Suite A
   Los Angeles, CA 90022

   PFE Fire & Safety Corporation               Unknown
   519 East General Robinson Street
   Pittsburgh, PA 15212

   Regents Products                            Unknown
   8999 Palmer Street
   River Grove, IL 60171

   Sunset Wholesale                            Unknown
   1650 North 7th Street
   Lebanon, PA 17046

   The Custom Companies                        Unknown
   317 West Lake Street
   Melrose Park, IL 60164

   Zampogna, Inc.                              Unknown
   715 Ewing Street
   New Kensington, PA 15068


A PARTNERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: A Partners, LLC
             1171 North Fulton Mall, 12th Floor
             Fresno, California 93721

Bankruptcy Case No.: 05-62656

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Ronald Allison Family Trust                05-62657
      
Type of Business: The Debtors own Helm Building, a 10-story
                  building with over 55,000 square feet
                  of office space available for rent.
                  See http://www.apartnersllc.com/

Chapter 11 Petition Date: October 28, 2005

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtors' Counsel: John P. Eleazarian, Esq.
                  7489 North First Street, Suite 104
                  Fresno, California 93720-2823
                  Tel: (559) 261-9110
                  Fax: (559) 261-9112

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
A Partners LLC                $10 Million to     $1 Million to
                              $50 Million        $10 Million

Ronald Allison Family Trust   $50 Million to     $10 Million to
                              $100 Million       $50 Million

A. A Partners LLC's 2 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Mauldin-Dorfmeir Construction               Unknown
   3240 North Millbrook
   Fresno, CA 93726

   Scripps Investments & Loans                 Unknown
   484 Prospect Street
   La Jolla, CA 92037

B. Ronald Allison Family Trust's 2 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Charles W. Briggs                           Unknown
   3097 Willow Avenue, Suite 10
   Clovis, CA 93612

   Scripps Investments & Loans                 Unknown
   484 Prospect Street
   La Jolla, CA 92037


ADELPHIA COMMS: Wants to Fix Plan Reserves & Estimate Claims
------------------------------------------------------------
Article V of the Third Amended Plan of Reorganization of Adelphia
Communications Corporation and its debtor-affiliates provides for
the substantive consolidation of the reorganized Debtors into 18
separate and distinct Debtor Groups, effectively combining the
assets and liabilities of multiple Debtors within those Debtor
Groups for the purposes of:

    (1) voting with respect to the confirmation of the Plan, and
    (2) making distributions under the Plan.

The partial substantive consolidation structure represents the
ACOM Debtors' application of two principles:

    (1) respect for legal ownership, and
    (2) third party expectations.

With respect to legal ownership, the ACOM Debtors sought to
preserve the prepetition chain of ownership with each entity
entitled to the residual equity of the entities it owns.

To ensure that the substantive consolidation structure is
consistent with third party expectations, the ACOM Debtors sought
to preserve three principal sets of creditor expectations:

    (a) the expectations of the Lenders under the Credit
        Agreements;

    (b) the expectations of purchasers of notes; and

    (c) the expectations of joint venture partners.

The Plan allocates Plan Consideration to each Debtor Group.  The
Plan Consideration will be available for distribution to the
creditors of each Debtor Group in accordance with the absolute
priority rule.  Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher LLP, in New York, asserts that no payments or
distributions will be made under the Plan on account of Disputed
Claims or Equity Interests unless and until the Disputed Claim or
Equity Interest becomes allowed.

To permit the Plan Consideration to be paid to the various
classes of Claims within each Debtor Group and to permit residual
equity value to flow from a subsidiary Debtor Group to
structurally junior Debtor Groups, the Plan contemplates that the
Debtors will estimate appropriate reserves of Plan Consideration
for each class of Claims in each Debtor Group, including reserves
for Disputed Claims in each class.  "This permits amounts in
excess of the Debtor Group Reserves to flow to the structurally
junior Debtor Groups before all Disputed Claims become Allowed
Claims.  Without establishing Debtor Group Reserves, residual
value (and, therefore, distributions) to structurally junior
creditors would not be possible until all Disputed Claims in
structurally senior Debtor Groups are resolved," Ms. Chapman
says.

Given the substantial number of Disputed Claims in the vast
majority of the Debtor Groups, the Plan also provides that an
Estimation Order may be used to estimate the amount of any
Disputed Claim or Equity Interest.

The ACOM Debtors have diligently been reviewing, analyzing, and
reconciling the approximately $3.2 trillion of claims filed in
their cases and have filed seven omnibus objections which address
more than $3 trillion of those claims.  Because the claims
reconciliation process is ongoing, the Debtors seek to establish
procedures to implement estimation on a rolling basis as their
cases proceed towards confirmation and emergence.

To facilitate the fixing of the Debtor Group Reserves and the
estimation of Disputed Claims, the ACOM Debtors propose these
deadlines and procedures:

    A. Setting of Plan Reserves

       1. On or before the date which is 25 days prior to the
          Voting Deadline, the ACOM Debtors will file one or more
          supplements indicating the proposed reserve amounts for:

             -- Funding Company Distribution Reserve,
             -- Notes/Trade Distribution Reserve,
             -- Other Unsecured Distribution Reserve, and
             -- Existing Securities Law Claim Reserve.

       2. Interested parties will have 20 calendar days after
          service of the Notice to object to the proposed reserve
          amount.

       3. If an objection is timely filed, the ACOM Debtors will
          attempt to resolve the objection.  Absent an agreement,
          the Debtors will schedule a hearing before the
          Bankruptcy Court to determine the appropriate reserve
          amount.

       4. If no objection is timely filed, the reserve amount will
          be deemed to be set as indicated in the Notice and the
          Notice will be deemed to constitute an Estimation Order.

    B. Estimation of Individual Disputed Claims

       1. In the event that the ACOM Debtors determine that it is
          necessary to seek to place a maximum limitation on the
          Allowed Amount of any Claim or Equity Interest, the
          Debtors will file a Notice of Estimation of Disputed
          Claim, setting forth the asserted amount of that claim
          and the proposed maximum limitation for distribution
          purposes.

       2. The holder of that Disputed Claim will have 30 calendar
          days after service of the Notice to object to the
          potential maximum limitation on that claim.

       3. If an objection is timely filed, the ACOM Debtors will
          attempt to resolve the objection or agree on a
          scheduling order to set a hearing to determine the
          appropriate maximum limitation amount of the Disputed
          Claim.  Absent an agreement, the Debtors will request
          that a status conference be held to establish an
          appropriate schedule.

       4. If no objection is timely filed, the holder of a
          Disputed Claim will be deemed to have consented to the
          maximum limitation proposed and will be forever enjoined
          and barred from objecting to that maximum limitation.

Ms. Chapman notes that the procedures proposed by the ACOM
Debtors would permit initial Distributions under the Plan to be
made promptly while providing for an appropriate reserve for each
Disputed Claim.

Thus, the ACOM Debtors ask U.S. Bankruptcy Court for the Southern
District of New York to grant their request.

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


AEGIS ASSET: Fitch Puts BB Rating on $13.2-Mil Cert. Class
----------------------------------------------------------
Aegis Asset Backed Securities Trust, mortgage pass-through
certificates, series 2005-5, are rated by Fitch Ratings:

     -- $917,400,000 class A senior certificates 'AAA';
     -- $47,400,000 class M1 'AA+';
     -- $43,200,000 class M2 'AA+';
     -- $29,400,000 class M3 'AA';
     -- $20,400,000 class M4 'AA-';
     -- $21,600,000 class M5 'A+';
     -- $18,000,000 class M6 'A';
     -- $19,200,000 class B1 'A-';
     -- $13,800,000 class B2 'BBB+';
     -- $13,800,000 class B3 'BBB';
     -- $9,000,000 class B4 'BBB';
     -- $12,000,000 class B5 'BBB-';
     -- $13,200,000 class B6 'BB'.

The 'AAA' rating on the senior certificates reflects the 23.55%
initial credit enhancement provided by the 3.95% class M1, the
3.60% class M2, the 2.45% class M3, the 1.70% class M4, the 1.80%
class M5, the 1.50% class M6, the 1.60% class B1, the 1.15% class
B2, the 1.15% class B3, the 0.75% class B4, the 1.00% class B5,
the 1.10% privately offered class B6, the 1.25% privately offered
unrated class B7, and overcollateralization.  The initial and
target OC is 0.55%.  All certificates have the benefit of excess
interest.  In addition, the ratings also reflect the quality of
the loans, the soundness of the legal and financial structures,
and the capability of Ocwen Loan Servicing, LLC as servicer, which
is rated 'RPS2' by Fitch.

The collateral pool consists of 8,495 fixed- and adjustable-rate
mortgage loans and totals $1,200,000,002 as of the cut-off date.  
Approximately 21.66% of the mortgage loans have fixed interest
rates and approximately 78.34% of the mortgage loans have
adjustable interest rates.  The weighted average original loan-to-
value ratio is 79.91%.  The average outstanding principal balance
is $141,260, the weighted average coupon is 7.684% and the
weighted average remaining term to maturity is 355 months.  The
weighted average credit score is 614.  The loans are
geographically concentrated in Florida, California and New York.

Aegis Mortgage Corporation, the seller, is a privately held
mortgage banking company that originates and purchases residential
mortgage loans through its wholly owned subsidiaries, Aegis
Wholesale Corporation, Aegis Lending Corporation, Aegis Funding
Corporation and Aegis Correspondent Corporation.  Aegis is
headquartered in Houston, Texas.


ALLEGHENY ENERGY: Posts $35.7 Million Net Income in Third Quarter
-----------------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) reported $35.7 million of
consolidated net income for the third quarter of 2005, compared
with a $376.8 million net loss for the same period in 2004.

To provide a better understanding of core results and trends,
Allegheny Energy also reported adjusted financial results, which
are non-GAAP financial measures.  Adjusted net income from
continuing operations was $74.8 million for the third quarter of
2005.  The adjusted 2005 results exclude costs of $32.6 million
(pre-tax) for the redemption of Allegheny's 10.25% and 13% Senior
Notes, a $30.5 million (pre-tax) impairment charge associated with
the planned sale of the company's Ohio service territory and
insurance proceeds of $11 million (pre-tax) related to the 2004
extended outage at the Hatfield's Ferry power station.  Also
excluded is a $7.8 million after-tax loss from discontinued
operations.

For the third quarter of 2004, net income from continuing
operations was $50.6 million excluding a $427.5 million after-tax
loss from discontinued operations.  Impairment charges associated
with asset sales.

"I am pleased to report that our earnings were up substantially in
the third quarter.  Increased output from our power plants and
higher market prices for power, together with lower recurring
interest expense, were the key drivers of our improved results,"
said Allegheny Energy Chairman, President and Chief Executive
Officer Paul J. Evanson.  "We completed the sale of our West
Virginia natural gas operations and Wheatland peaking facility in
the third quarter, and we are running ahead of our debt reduction
target.  We expect to continue delivering earnings growth well
above the industry average next year and beyond."

               Third Quarter Consolidated Results

Income from continuing operations before income taxes and minority
interest was $65.3 million for the third quarter of 2005.  With
the adjustments mentioned, adjusted income from continuing
operations before income taxes and minority interest was
$117.4 million, an increase of $46.6 million compared with the
same period in 2004.  Key factors contributing to the improved
results include:

   * Operating revenues increased by $121.8 million compared to
     the same period in 2004, largely as a result of higher market
     prices for power, increased power plant output, and the
     inception of market-based rates for certain commercial and
     industrial customers in Maryland.

   * Fuel, purchased power and transmission expense increased by
     $86.5 million, reflecting higher coal costs, increased fuel
     consumption due to higher plant output and power purchases at
     market-based rates in Maryland and Ohio.

   * Operations and maintenance expense, excluding the insurance
     proceeds previously mentioned, increased by $2.9 million.  
     The increase reflects higher litigation reserves, largely
     offset by lower special maintenance spending at power plants
     and lower costs for insurance and uncollectible accounts.

   * Interest expense, excluding the debt redemption costs
     previously mentioned, decreased by $10.9 million.  The
     decrease reflects benefits from debt reduction and debt
     refinancing.

The $30.5 million pre-tax impairment charge on the planned sale of
the Ohio service territory includes the estimated value of a
related power sale agreement, partly offset by proceeds in excess
of the net book value of the assets.  Allegheny has agreed to sell
power to the buyer at $45 per megawatt-hour from the time of the
closing through May 31, 2007.  The $45 rate is substantially above
Allegheny's current average rate in Ohio, but below current market
prices for power.

Adjusted earnings from continuing operations before interest,
taxes, depreciation and amortization (adjusted EBITDA) for the
third quarter of 2005 were $274.2 million, a $31 million increase
from the third quarter of 2004.  Adjusted EBITDA is a non-GAAP
financial measure.  

                  Third Quarter Segment Results

Delivery and Services

The Delivery and Services segment reported income from continuing
operations of $10.7 million for the third quarter of 2005, a
decrease of $19.5 million compared to the same quarter of the
prior year.  The decrease was due to the $30.5 million (pre-tax)
impairment charge on the Ohio sale and higher litigation reserves,
partly offset by improved results from core operations.  Operating
revenues increased by $41.7 million, reflecting growth in the
number of customers and warmer weather compared to the same period
in 2004.  Kilowatt-hour sales increased by 4.8%.  Cooling
degree-days for the third quarter of 2005 were 55% higher than the
prior year, and 42% above normal.  The inception of market-based
rates for certain commercial and industrial customers in Maryland
affected both revenues and purchased power.  Purchased power cost
increased by $41.5 million from the prior period.  Interest
expense decreased by $6.5 million, and income tax expense
decreased by $8.4 million.

Generation and Marketing

The Generation and Marketing segment reported income from
continuing operations of $32.7 million for the third quarter of
2005, an increase of $12.1 million compared to the same period in
the prior year.  Segment results were adversely affected by a
$28.6 million increase in interest expense due to the previously
mentioned debt redemption costs.  Revenues increased by
$78.8 million, driven by a 5.7% increase in power plant output and
higher prices in the regional power market.  Fuel costs increased
by $48.4 million due to higher coal prices and increased
generation.  Operations and maintenance expenses decreased by
$15.3 million, primarily as a result of the insurance proceeds.

Discontinued Operations

For the third quarter of 2005, Allegheny Energy reported an
after-tax loss of $7.8 million on discontinued operations,
compared to a loss of $427.5 million in the same quarter of the
prior year.  The 2005 loss reflects the results of the West
Virginia natural gas operations and the Gleason generating
facility.  The 2004 loss was largely due to impairment charges
related to Allegheny's decision to sell its Midwestern peaking
facilities and West Virginia natural gas operations.  All of those
sales, with the exception of Gleason, have been completed.

                 Nine-Month Consolidated Results  

For the first nine months of 2005, Allegheny reported consolidated
net income of $59.9 million as compared to a net loss of
$383 million for the same period in the prior year.  Results for
the nine-month period in 2004 reflected a loss from discontinued
operations ($431.5 million after tax) and the adverse effect of
unplanned outages at the Pleasants and Hatfield's Ferry power
stations.

Adjusted net income from continuing operations was $146.1 million
for the first nine months of 2005, compared to $21.7 million for
the same period in the prior year.  Adjusted results for both
nine-month periods exclude the items detailed in the attached
reconciliation of non-GAAP financial measures.

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
to Allegheny Energy, Inc. and also assigned a Speculative Grade
Liquidity Rating of SGL-2.  This is the first time that Moody's
has assigned both such ratings to AYE.  The company's other
ratings, including the Ba2 senior unsecured rating, remain
unaffected.


ALLIANCE ONE: EC Fines Won't Trigger Credit Facility Default
------------------------------------------------------------
Alliance One International, Inc. (NYSE: AOI) obtained an amendment
to its senior secured credit facility to clarify that the
previously reported fines imposed by the European Commission will
not result in an event of default.

The Company had previously reported that in connection with the
administrative investigation by the Directorate General for
Competition of the EC into leaf tobacco buying and selling
practices in Italy, the EC decided to impose fines on Alliance One
and its present and former Italian subsidiaries, Transcatab and
Mindo.  The amendment to the senior secured credit facility, which
has received approvals from the requisite majority of lenders,
makes clear such fines will not result in a default, whether or
not paid, discharged, stayed or bonded pending appeal.

The Company's previously reported discussions with lenders under
the senior secured credit facilities regarding potential
amendments to the financial covenants applicable to future periods
are ongoing.

As reported in the Troubled Company Reporter on Oct. 27, 2005, The
European Commission has decided to impose fines on Alliance One
International, Inc. and its present and former Italian
subsidiaries, Transcatab and Mindo.  

The decision came after administrative investigation by the
Directorate General for Competition of the European Commission
into the Company's tobacco buying and selling practices within the
leaf tobacco industry in Italy.

The EC imposed fines on the Company and Mindo jointly and
severally in the aggregate amount of EUR10 million or US$12
million).  The EC imposed fines on the Company and Transcatab, a
subsidiary of Standard Commercial prior to its merger into the
Company earlier this year, jointly and severally in the aggregate
amount of EUR14 million or $16.8 million).

                   Discussion with Lenders

Under Alliance One's senior secured credit facility, any judgment
or decree in excess of $15 million becomes an event of default if
not paid, discharged, stayed or bonded pending appeal within ten
days.  Alliance One is discussing with the administrative agent
under the senior secured credit facility an amendment to the
credit agreement to clarify that the EC's imposition of these
fines is not such a judgment or decree and therefore will not
result in an event of default if not paid or bonded within ten
days.  If for any reason the Company cannot obtain this amendment
before the expiration of the ten days, the Company has cash
available to pay the fines in a manner that does not limit its
rights to appeal so that no event of default will occur.

Alliance One -- http://www.aointl.com/-- is a leading independent  
leaf tobacco merchant.  It selects, purchases, processes, stores,
packs and ships tobacco grown in over 45 countries, and serves the
world's large multinational cigarette manufacturers in over 90
countries.  

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2005,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on one of the largest independent
leaf tobacco processors, Alliance One International, Inc., on
CreditWatch with negative implications.


ALPHARMA INC: Refinancing Prompts Moody's to Affirm Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Alpharma Inc.,
including its B2 corporate family rating.  At the same time,
Moody's withdrew the B1 senior secured bank credit facility
ratings of Alpharma Operating Corporation.

These rating actions follow the recent announcement that Alpharma
has entered a new $210 million senior secured credit agreement to
replace its existing 2001 credit agreement.  The new credit
agreement, unrated by Moody's, consists of:

    * a $175 million asset-based loan and
    * a $35 million term loan.

The rating affirmation also follows the recent announcement that
Alpharma has entered a definitive agreement to sell its global
generics business to Actavis Group for $810 million in cash.
Alpharma has stated that it expects the transaction with Actavis
to close by year-end 2005, and that it intends to use the proceeds
from the transaction to repay its existing debt by June 2006.

As a result of the refinancing, Alpharma is no longer required to
reduce the balance of its 3% Senior Subordinated Notes due 2006 to
$10 million by December 1, 2005 -- a requirement under the 2001
credit agreement.  The affirmation of Alpharma's B2 rating
reflects:

    * its adequate free cash flow, which has facilitated debt
      reduction,

    * its growing presence in the branded pain market with Kadian,

    * its good position in the active pharmaceutical ingredients
      business, and

    * the diversity provided by its animal health segment.

However, the rating also reflects the reduced scale and lower cash
flow Moody's expects after the divestiture.  Moody's views
favorably the company's target of eliminating debt and
acknowledges the initial improvement in financial flexibility
expected upon closing of the Actavis transaction.  However, the
company has stated it will evaluate potential product acquisitions
to complement its product portfolio, which currently consists
solely of Kadian.  The implications of this strategy for
Alpharma's capital structure and credit profile are not yet known.
The rating outlook is currently stable.

Over time, Alpharma's ratings will depend on its success as a more
focused specialty pharmaceutical company, and how its growth
strategy affects its capital structure.  In the event the
transaction with Actavis does not close and Alpharma retains its
generic drug business, the rating over time would depend on the
business environment for generic pharmaceutical companies,
Alpharma's cash flow relative to its debt levels, and its
liquidity profile including compliance with financial covenants.

The following ratings were affirmed:

                         Alpharma Inc.

    * B2 corporate family rating, and

    * B3 8-5/8% guaranteed senior unsecured notes of $220 million
      due 2011.

The following ratings were withdrawn:

                 Alpharma Operating Corporation

    * B1 guaranteed senior secured revolving credit facility of
      $150 million maturing 2007;

    * B1 guaranteed senior secured term loan A maturing 2007; and

    * B1 guaranteed senior secured term loan B maturing 2008

Moody's does not rate Alpharma's new bank credit facility, or its
convertible notes due 2006.

Alpharma Inc. is controlled by A.L. Industrier A.S.A, a Norwegian
entity that is controlled by Alpharma's chairman E.W. Sissener.
A.L. Industrier holds 100% of the class B shares of Alpharma, or
about 54% of the total outstanding shares.  Alpharma Operating
Corporation, a wholly owned direct subsidiary of Alpharma, Inc.,
headquartered in Fort Lee, New Jersey, is a global pharmaceutical
company, which primarily develops, manufactures, and markets
generic and branded human pharmaceutical and animal health
products.  Revenues in 2004 totaled approximately $1.3 billion.


AMERIQUEST MORTGAGE: Fitch Rates $19.2 Mil Cert. Classes at Low-B
-----------------------------------------------------------------
Ameriquest Mortgage Securities Inc. asset-backed P-T certificates
are rated by Fitch Ratings:

     -- $1.132 billion classes A-1, A-2A - A-2C, AF-1 -AF6 'AAA'

     -- $93.94 million class M-1 certificates 'AA+';

     -- $37.02 million class M-2 certificates 'AA';

     -- $12.34 million class M-3 certificates 'AA-';

     -- $11.66 million class M-4 certificates 'A+';

     -- $13.71 million class M-5 certificates 'A';

     -- $8.91 million class M-6 certificates 'A-';

     -- $9.60 million class M-7 certificates 'BBB+';

     -- $6.86 million class M-8 certificates 'BBB';

     -- $11.66 million class M-9 certificates 'BBB-';

     -- $11.66 million privately offered class M-10 certificates
        'BB+';

     -- $7.54 million privately offered class M-11 certificates
        'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.45% credit enhancement provided by classes M-1
through M-11, monthly excess interest and initial
overcollateralization of 1.05%.  CE for the 'AA+' rated class M-1
reflects the 10.60% CE provided by classes M-2 through M-11,
monthly excess interest and initial OC.  CE for the 'AA' rated
class M-2 reflects the 7.90% CE provided by classes M-3 through M-
11, monthly excess interest and initial OC.  CE for the 'AA-'
rated class M-3 reflects the 7.00% CE provided by classes M-4
through M-11, monthly excess interest and initial OC.  Credit
enhancement for the 'A+' rated class M-4 certificates reflects the
6.15% CE provided by classes M-5 through M-11, monthly excess
interest and initial OC.  

In addition, CE for the 'A' rated class M-5 reflects the 5.15% CE
provided by classes M-6 through M-11, monthly excess interest and
initial OC.  CE for the 'A-' rated class M-6 certificates reflects
4.50% CE provided by classes M-7 through M-11, monthly excess
interest and initial OC.  CE for the 'BBB+' rated class M-7
reflects the 3.80% CE provided by classes M-8 through M-11,
monthly excess interest and initial OC.  CE for the 'BBB' rated
class M-8 reflects the 3.30% CE provided by classes M-9 through M-
11, monthly excess interest and initial OC.  CE for the 'BBB-'
rated class M-9 reflects the 2.45% CE provided by classes M-10 and
M-11, monthly excess interest and initial OC.  

Furthermore, CE for the non-offered 'BB+' rated class M-10
reflects the 1.60% CE provided by class M-11, monthly excess
interest and initial OC.  CE for the non-offered 'BB' class M-11
reflects the monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as master servicer.  Deutsche Bank
National Trust Company will act as Trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate principal balance of $869,042,778, and the average
balance of the mortgage loans is approximately $160,104.  The
weighted average loan rate is approximately 7.626%.  The weighted
average remaining term to maturity is 350 months. The weighted
average original loan-to-value ratio is 76.78%.  The properties
are primarily located in California, Florida, New Jersey,
Maryland, and New York.  All other states represent less than 5%
of the Group I pool balance as of the cut-off date.

As of the cut-off date, the Group II mortgage loans have an
aggregate principal balance of $173,134,322, and the average
balance is approximately $342,163.  The weighted average loan rate
is approximately 7.278%.  The weighted average remaining term to
maturity is 356 months.  The weighted average OLTV ratio is
79.43%.  The properties are primarily located in California, New
Jersey, New York, Florida, and Massachusetts.  All other states
represent less than 5% of the Group II pool balance as of the cut-
off date.

As of the cut-off date, the Group III mortgage loans have an
aggregate principal balance of $329,148,793, and the average
balance is approximately $190,150.  The weighted average loan rate
is approximately 6.785%.  The weighted average remaining term to
maturity is 334 months.  The weighted average OLTV ratio is
77.32%.  The properties are primarily located in California, New
York, Florida, Massachusetts, and Maryland.  All other states
represent less than 5% of the Group III pool balance as of the
cut-off date.

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale subprime mortgage loans.


AMERUS GROUP: Fitch Puts BB+ Rating on Perpetual Preferred Stock
----------------------------------------------------------------
Fitch Ratings affirms the 'BBB' long term issuer rating of AmerUs
Group Co. as well as the ratings on its outstanding debt.  In
addition, Fitch affirmed the 'A' insurer financial strength
ratings to these AmerUs insurance subsidiaries: AmerUs Life
Insurance Co., Indianapolis Life Insurance Co., American Investors
Life Insurance Co., and Bankers Life Insurance Co. of New York.  
The Rating Outlook is Stable.

Ratings of AmerUs are supported by good profitability, diverse
product offerings with niche positions in indexed life and indexed
annuities and good distribution capabilities through a variety of
sources.  Fitch believes that AmerUs exhibits product design and
product hedging capabilities, exemplified in its indexed annuity
and life products.  Additional strengths include a highly liquid
investment portfolio and strong statutory capitalization at the
insurance operating subsidiaries, as measured by a consolidated
NAIC risk-based capital ratio of 342% of the company action level
at June 30, 2005.

Ratings concerns include exposure to below investment grade bonds
and high operating leverage, which are both larger than  
similarly-rated peer companies.  Further, Fitch believes that as
an issuer of indexed products, which are nonregistered with the
Securities and Exchange Commission, AmerUs faces potential
industry-wide regulatory and market conduct issues regarding
distribution, product disclosures, and customer suitability.  
AmerUs is in the process of settling its California lawsuits,
covering all California policyholders, related to one particular
wholly-owned marketing organization selling traditional fixed
annuities.  During the third quarter, AmerUs took a $6.4 million
after tax charge and believes this amount to be appropriate to
cover all costs for California policyholders.

The management team at AmerUs has spent 2005 working on
simplifying the capital structure of the company by redeeming
hybrid securities.  Specifically, proceeds from issuances of
senior notes and perpetual preferred securities were used to repay
optionally convertible equity-linked accreting notes and bank
debt.  Pro forma, equity-adjusted, June 30, 2005 debt-to-total
capital was less than 17%, comparing favorably to similarly rated
companies.

Factors that would negatively impact ratings in the AmerUs Group
include losses related to significant litigation or damage to
AmerUs's competitive position as measured by declining sales or
significant surrender activity.

AmerUs's fixed-charge coverage was 7.5 times in 2004, eliminating
realized/unrealized investment gains from the earnings figure.  
This level of fixed-charge coverage is considered solid and
remains an important component in AmerUs's debt ratings.

Fitch expects AmerUs to meet management's guidance for
profitability as measured by GAAP ROE of 12%, for leverage as
measured by adjusted debt-to-total capital below 25%, and for
capitalization as measured by NAIC risk-based capital in excess of
300% of the company action level.

AmerUs, an insurance holding company, is headquartered in Des
Moines, Iowa, and reported total assets of $24 billion and
stockholders' equity of $1.7 billion at June 30, 2005.

These issues are affirmed with a Stable Outlook by Fitch:

AmerUs Group Co.
   
     -- Perpetual preferred stock at 'BB+';
     -- Long-term issuer at 'BBB';
     -- Senior notes at 'BBB';
     -- PRIDES at 'BBB'.

AmerUs Capital I
   
     -- Trust preferred at 'BB+'.

AmerUs Life Insurance Co.
   
     -- Insurer financial strength (IFS) at 'A'.

Indianapolis Life Ins. Co
   
     -- Surplus notes at 'BBB+';
     -- IFS at 'A'.

American Investors Life Insurance Co.
   
     -- IFS at 'A'

Bankers Life Insurance Co. of New York
   
     -- IFS at 'A'.


AMHERST TECHNOLOGIES: Court Converts Ch. 11 Cases to Ch. 7
----------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire converted the chapter 11 cases of
Amherst Technologies, LLC, and its debtor-affiliates into
liquidation proceedings under chapter 7 of the Bankruptcy Code on
Oct. 19, 2005.

As previously reported in the Troubled Company Reporter, Phoebe
Morse, Esq., the U.S. Trustee for Region 1, asked the Bankruptcy
Court to appoint an operating chapter 11 Trustee to oversee the
Debtors' ongoing bankruptcy.  On Oct. 17, 2005, Ms. Morse amended
that request and asked in open court that Judge Deasy deem the
motion as a motion to convert the Debtors' cases to chapter 7.

Ms. Morse's request for appointment of an operating chapter 11
Trustee contained allegations of prepetition and postpetition
fraud, incompetence and gross mismanagement of the Debtors'
affairs.

The Official Committee of Unsecured Creditors had alleged that the
Debtors' cases have proceeded based on an undisclosed prepetition
agreement that aims to effectively carve up equity in a
reorganized debtor for the benefit of the Debtors' management,
David Lipson, and IBM Credit, LLC.  The Committee argues that the
omission skewed the playing field in the Debtors' chapter 11 cases
to the disadvantage of unsecured creditors.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class     
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


AMHERST TECHNOLOGIES: Court Sets February 27 as Claims Bar Date
---------------------------------------------------------------
The Honorable J. Michael Deasy of the U.S. Bankruptcy Court for
the District of New Hampshire set February 27, 2006, as the
deadline for all creditors owed money on account of claims arising
prior to July 20, 2005, against Amherst Technologies LLL to file
proofs of claim.

Creditors must file written proofs of claim on or before the
February 27 Claims Bar Date and those forms must be sent to:

      George A. Vannah
      Clerk of the Bankruptcy Court
      1000 Elm Street
      Suite 1001
      Manchester, New Hampshire 03101-1708
      Tel: 603-222-2600

Governmental units must file proofs of claim on or before
April 17, 2006.

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class  
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


AMHERST TECHNOLOGIES: U.S. Trustee Will Meet Creditors on Nov. 28
-----------------------------------------------------------------
The United States Trustee for Region 1 will convene a meeting of
Amherst Technologies, LLC's creditors at a.m., on Nov. 28, 2005,
at 1000 Elm Street, 7th Floor, Room 702 in Manchester, New
Hampshire.  This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Merrimack, New Hampshire, Amherst Technologies,
LLC -- http://www.amherst1.com/-- offers enterprise class  
solutions including wired and wireless networking, server and
storage optimization implementations, document management
solutions, IT lifecycle solutions, Microsoft solutions, physical
security and surveillance and complex configured systems.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 20, 2005 (Bankr. D. N.H. Case No. 05-12831).  Daniel W.
Sklar, Esq., and Peter N. Tamposi, Esq., at Nixon Peabody LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


APCO LIQUIDATING: Bell Boyd as Special Environmental Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Apco Liquidating Trust and APCO Missing Stockholder Trust's
request to employ Bell, Boyd & Lloyd, L.L.C., as their special
environmental counsel.

The Debtors want to employ Bell Boyd as their special
environmental counsel because the law firm:

   (a) has extensive knowledge of the Debtors' assets, affairs
       and businesses in light of Bell Boyd's services as primary
       environmental counsel to the Debtors for the past six
       years;

   (b) has significant experience and knowledge in the fields of
       environmental compliance, transaction and enforcement
       matters; and

   (c) is well qualified to represent the Debtors as debtors-in-
       possession.

Bell Boyd will advise the Debtors specifically with respect to:

   (a) various legal services relating to litigation in the
       U.S. District Court for the District of Kansas, captioned
       City of Wichita Kansas v. Aero Holding, Inc.,
       Case No. 96-1360-MLB;

   (b) various legal services relating to Travelers Insurance
       Company's obligations to cover defense costs of the
       Wichita Litigation; and

   (c) prosecution of objections to claims based on alleged
       environmental liability.

The Debtors believe that Bell Boyd's services will provide will
complement, not duplicate, the services provided by Richards,
Layton & Finger, P.A., the Debtors' general counsel.

Neal H. Weinfield, Esq., a member at Bell, Boyd & Lloyd, L.L.C.,
disclosed that the Firm received a $100,000 prepetition retainer.  
The current hourly rates of the professionals who will work in the
engagement are:

      Professional                     Hourly Rate
      ------------                     -----------
      Neal H. Weinfield, Esq.              $435
      Bruce Lithgow, Esq.                  $400
      Richard E. Hill, Esq.                $390
      Jay Truty, Esq.                      $260

The Debtors believe that Bell, Boyd & Lloyd, L.L.C., is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

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


APCO LIQUIDATING: Richards Layton Approved as Bankruptcy Counsel
----------------------------------------------------------------
Apco Liquidating Trust and APCO Missing Stockholder Trust sought
and obtained the U.S. Bankruptcy Court for the District of
Delaware's permission to employ Richards, Layton & Finger, P.A.,
as their bankruptcy counsel.

The Debtors selected Richards Layton because of the Firm's
expertise, experience, and knowledge.  Also, the Firm has rendered
legal services and advice to the Trustees since 1978.

Richards Layton will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtor-in-possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports and papers in
       connection with the administration of the Debtors'
       estates; and

   (d) perform all other necessary legal services in connection
       with the Debtors' cases.

John H. Knight, Esq., a director at Richards, Layton & Finger,
P.A., disclosed that the Firm received a $100,000 prepetition
retainer.  The current hour rates of professionals who will work
in the engagement:

      Professionals                  Hourly Rate
      -------------                  -----------
      Gregory P. Williams, Esq.          $510
      John H. Knight, Esq.               $445
      Rebecca L. Booth, Esq.             $305
      Amy L. Rude                        $155

Mr. Knight assures the Court that Richards, Layton & Finger, P.A.,
is disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

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


ARLINGTON HOSPITALITY: Sells Assets to Sunburst for $21.3 Million
-----------------------------------------------------------------
Arlington Hospitality, Inc. (HOST.PK), entered into a definitive
asset purchase agreement to sell substantially all of its assets
to Sunburst Hospitality Development Inc. for approximately
$21.3 million (subject to certain adjustments), including cash of
approximately $6.25 million and the assumption of the mortgage
debt on the hotel assets to be purchased.  The Agreement is
subject to the bidding procedures of the Chapter 11 proceeding
pending in the U.S. Bankruptcy Court for the Northern District of
Illinois for Arlington and its subsidiaries.

                   Asset Purchase Agreement

As part of the Agreement, Sunburst agrees to purchase Arlington's
rights in certain contracts, leases and agreements, including the
development agreement, royalty sharing agreement and the
individual hotel franchise agreements between certain debtors and
affiliates of the Cendant Corporation (NYSE: CD).  The Agreement
contemplates the purchase of:

    * 10 wholly-owned hotels,
    * ownership interests in four hotel joint ventures,
    * the Cendant Agreements, and
    * certain other assets.

Certain Arlington assets have been excluded from the Agreement,
including:

    * four wholly owned hotels,

    * the company's corporate headquarters office building, and

    * certain hotel joint venture ownership interests, all of
      which remain offered for sale.

The Agreement contemplates the auction of the assets pursuant to
Section 363 of Title 11 of the U.S. Bankruptcy Code and the
bidding procedures order entered by the Bankruptcy Court on
October 12, 2005, with Sunburst Hospitality having been qualified
as the "stalking horse" bidder for substantially all the assets of
Arlington.  The Agreement calls for the payment of a break up fee
of 2% of the purchase price in certain circumstances if a sale to
another purchaser is consummated.

In order to participate in the auction process, each potential
bidder must be "qualified" and submit a bid by Nov. 10, 2005 to
Richard Morgner, Chanin Capital Partners (330 Madison Avenue, 11th
Floor, New York, NY, 10017 (212) 758-2629; rmorgner@chanin.com) no
later than 11 a.m. CST, as established by the Bankruptcy Court.
The auction will be held on Nov. 14, 2005 at 11 a.m. CST in
Chicago, Ill.  Bids can also be qualified and accepted for the
assets excluded from the Sunburst Agreement, including certain
individual hotel assets, the office building, and certain joint
venture ownership interests.

The company has engaged Cohen Financial to assist in the sale of
the office building, as approved by the Court.  Parties interested
in purchasing the office building, or submitting a bid for the
office building at the auction, should contact Richard Tannenbaum,
managing director for Cohen, at (312) 803-5689,
rtannenbaum@cohenfinancial.com; or Jon Simon, managing director,
at (312) 803-5107, jsimon@cohenfinancial.com.

Consummation of the transaction contemplated by the Agreement is
subject to higher and better offers, approval of the Bankruptcy
Court and customary closing conditions.

                       Cendant Stipulation

On Oct. 26, 2005, the Bankruptcy Court also approved a Stipulation
and Order between the Chapter 11 debtors and affiliates of
Cendant.  The stipulation and order provides, among other things,
that Cendant and its affiliates agree not to object to the
debtors' assignability of the Cendant Agreements.  The Cendant
parties also agree to provide Arlington with potential
modifications to the development agreement that, if acceptable to
Arlington, could be presented to potential bidders in an effort to
maximize the value to all stakeholders.

Sunburst Hospitality, based in Silver Spring, Maryland, is a
diversified real estate owner and operator, with interests in
hotels, golf course and residential developments, multi-family
communities and self-storage properties.  Currently, Sunburst
Hospitality's hotel portfolio includes 30 hotels with
approximately 4,500 rooms in 16 states.

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


ARMSTRONG WORLD: Balance Sheet Upside-Down by $1.35B at Sept. 30
----------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ), reported
third quarter 2005 net sales of $937.0 million that were 4.9%
higher than third quarter net sales of $893.5 million in 2004.  
Excluding the effects of favorable foreign exchange rates of
$2.8 million, consolidated net sales increased by 4.5%.  Operating
income of $66.5 million was recorded for the third quarter of 2005
compared to $48.2 million in the third quarter of 2004.  The
increase in operating income was primarily due to increased sales
volume and selling prices and improved manufacturing productivity,
which offset inflationary cost pressures and higher SG&A expenses.

                       Resilient Flooring

Resilient Flooring net sales were $311.5 million in the third
quarter of 2005 and $308.1 million in the third quarter of 2004.
Excluding the favorable impact of foreign exchange rates, net
sales increased 0.5%.  Operating income of $7.7 million was
recorded for the quarter compared to operating income in the third
quarter of 2004 of $10.8 million.  Operating income for the third
quarter declined due to inflationary cost pressures, especially on
raw materials, higher charges for cost reduction initiatives and
increased expenses for environmental matters at a formerly owned
site.  These items more than offset the benefits of selling price
increases, production efficiencies, a gain from the settlement of
a breach of contract dispute and $2.4 million of proceeds received
from a business interruption insurance claim.

                          Wood Flooring

Wood Flooring net sales of $220.2 million in the third quarter of
2005 increased 5.2% from $209.4 million in the prior year.  Units
sold of pre-finished solid wood floors increased by approximately
10% in the third quarter primarily due to strong sales to home
center retailers.  Units sold of engineered hardwood floors
increased 14% in the third quarter primarily due to continued
strong overall demand.  Net sales in the third quarter were
negatively impacted by price declines, which were made in response
to declining lumber prices and competitive pressures.  Operating
income was $25.7 million in the third quarter of 2005 compared to
$7.1 million in the third quarter of 2004.  The increase was due
to higher sales volume, declines in lumber prices, improved
manufacturing productivity and a gain from the settlement of a
breach of contract dispute, that more than offset lower selling
prices and non-lumber inflationary cost pressures.

                  Textiles and Sports Flooring

Textiles and Sports Flooring net sales in the third quarter of
2005 increased to $79.7 million from $70.0 million in 2004.  
Excluding the effects of favorable foreign exchange rates, sales
were up 13.7% due to higher volume of carpet tiles and outdoor
sports flooring.  Operating income of $3.2 million was recorded in
2005 compared to operating income in 2004 of $2.8 million.  The
2005 operating income increased from 2004 as the impact of higher
sales volume offset raw material inflation.

                        Building Products

Building Products net sales of $268.2 million in the third quarter
of 2005 increased from $250.2 million in the prior year.  
Excluding the effects of favorable foreign exchange rates,
sales increased by 6.8%, primarily due to higher selling prices
and favorable product mix.  Operating income increased to
$43.1 million from operating income of $40 million in the third
quarter of 2004.  The increase was primarily due to higher equity
earnings from WAVE and the impact of sales volume gains.  
Inflationary cost pressures offset most of the impact of higher
selling prices.

                            Cabinets

Cabinets net sales in the third quarter of 2005 of $57.4 million
increased from $55.8 million in 2004.  Net sales increased due to
improved product mix, primarily due to new product introductions
and higher selling prices, partially offset by lower volume and
decreased installation revenue.  An operating loss of $0.3 million
was recorded in 2005 compared to operating income of $2.8 million
in the prior year.  The decline was due to manufacturing
inefficiencies in other plants resulting from the transfer of
production from a plant closed in 2004 and higher SG&A expenses
(primarily consulting costs), partially offset by the impact of
improved product mix and higher selling prices.

                      Year-to-Date Results

For the nine-month period ending September 30, 2005, net sales
were $2,696.7 million, an increase of 2.1% from the $2.64 billion
reported for the first nine months of 2004.  Increases were
reported in the Wood Flooring, Textiles and Sports Flooring, and
Building Products segments, while the Resilient Flooring and
Cabinets segments reported decreases.  Excluding the favorable
impact of foreign exchange rates, consolidated net sales increased
0.8%.

Operating income in the first nine months of 2005 was
$110.8 million.  This compares to operating income of $91 million
for the first nine months of 2004.  2004 results include a
non-cash charge of $60 million to reflect a goodwill impairment
loss related to the European resilient flooring reporting unit.  
Excluding this non-cash charge results in an adjusted operating
income of $151 million in 2004.  The decline in adjusted operating
income was primarily due to higher raw material, energy and
transportation costs, significantly increased charges for cost
reduction initiatives, higher SG&A expenses and manufacturing
inefficiencies in our Cabinets business.

As of September 30, 2005, the Company's balance sheet reflects a
$1.35 billion equity deficit.

A full-text copy of Armstrong's 3rd Quarter 2005 Financial Results
on Form 10-Q is available for free at:

              http://ResearchArchives.com/t/s?29e

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Gets Court Nod to Assume RPK Capital Engine Lease
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave ATA Airlines, Inc., permission to assume an unexpired
personal property lease with RPK Capital V, L.L.C., successor-in-
interest to Provident Commercial Group, Inc.

As previously reported in the Troubled Company Reporter on  
October 5, 2005, ATA Airlines leased one Rolls Royce RB 211-535E4
engine and two BF Goodrich (Rohr) thrust reverser halves under an
agreement dated December 28, 1998.

Jeffrey J. Graham, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, relates that as of the Petition Date the
Debtor was not in default in the payment of the basic rent under
the lease.  The Debtor has continued to utilize the Engine
postpetition in its flight operations.

ATA Airlines finds it necessary to retain the Engine going forward
as the Debtor may be adding additional Boeing 757-200 aircraft to
its fleet and the terms of the Lease are at or better than the
cost for ATA to obtain a replacement engine.

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)


BANC OF AMERICA: Fitch Places Low-B Ratings on $1.7M Cert. Classes
------------------------------------------------------------------
Banc of America Funding Corporation mortgage pass-through
certificates, series 2005-6, are rated by Fitch Ratings:

     -- $472,107,912 classes 1-A-1 through 1-A-10, 1-A-R, 30-IO,
        30-PO, 2-A-1 through 2-A-13 'AAA' 'senior certificates';

     -- $8,544,000 class B-1 'AA';

     -- $2,930,000 class B-2 'A';

     -- $1,952,000 class B-3 'BBB';

     -- $977,000 class B-4 'BB';

     -- $732,000 class B-5 'B'.

The 'AAA' rating on the senior certificates of group 1 reflects
the 3.30% subordination provided by the 1.75% class B-1, the 0.60%
class B-2, the 0.40% class B-3, the 0.20% privately offered class
B-4, the 0.15% privately offered class B-5, and the 0.20%
privately offered class B-6.  The ratings on class B-1, B-2, B-3,
B-4, and B-5 certificates reflect each certificate's respective
level of subordination.  Class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.

The collateral consists of 918 fully amortizing, fixed interest
rate, first lien mortgage loans, with original weighted averaged
terms to maturity of 360 months.  The aggregate unpaid principal
balance of the pool is $488,220,063.20 as of Oct. 1, 2005, and the
average principal balance is $531,830.13.  The weighted average
original loan-to-value ratio of the loan pool is approximately
65.97%; approximately 2.90% of the loans have an OLTV greater than
80%.
In addition, the weighted average coupon of the mortgage loans is
5.889% and the weighted average FICO score is 736.  Cash-out and
rate/term refinance loans represent 30.84% and 26.15% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California, New York and New Jersey.  
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/

BAFC, a special purpose corporation, purchased the mortgage loans
from CitiMortgage, Inc., GMAC Mortgage Corporation, National City
Mortgage Co., PHH Mortgage Corporation, Residential Funding
Corporation, SunTrust Mortgage Corporation, Washington Mutual
Bank, and Wells Fargo Bank, N.A. and deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  Wells Fargo Bank, N.A. will
serve as master servicer and as securities administrator.  
Wachovia Bank, N.A. will serve as trustee and custodian.  For
federal income tax purposes, an election will be made to treat the
trust as three separate real estate mortgage investment conduits.


BEAR STEARNS: Fitch Rates $51 Million Certificate Classes at Low-B
------------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust, series     
2005-TOP20, commercial mortgage pass-through certificates are
rated by Fitch Ratings:

     -- $126,750,000 class A-1 'AAA';
     -- $189,450,000 class A-2 'AAA';
     -- $176,000,000 class A-3 'AAA';
     -- $142,600,000 class A-AB 'AAA';
     -- $954,956,000 class A-4A 'AAA';
     -- $130,816,000 class A-4B 'AAA';
     -- $147,699,000 class A-J 'AAA';
     -- $2,072,978,628 class X 'AAA';
     -- $15,548,000 class B 'AA+';
     -- $20,730,000 class C 'AA';
     -- $15,547,000 class D 'AA-';
     -- $28,503,000 class E 'A';
     -- $18,139,000 class F 'A-';
     -- $18,139,000 class G 'BBB+';
     -- $23,321,000 class H 'BBB';
     -- $18,138,000 class J 'BBB-';
     -- $5,183,000 class K 'BB+';
     -- $7,773,000 class L 'BB';
     -- $7,774,000 class M 'BB-';
     -- $2,591,000 class N 'B+';
     -- $2,591,000 class 0 'B';
     -- $5,183,000 class P 'B-';
     -- $15,547,628 class Q 'NR';
     -- $20,000,000 class LF 'B'.

Class Q is not rated by Fitch Ratings.  Classes A-1, A-2, A-3, A-
AB, A-4A, A-4B, A-J, B, C, D, and E are offered publicly, while
classes X, F, G, H, J, K, L, M, N, O, P, Q, and LF are privately
placed pursuant to rule 144A of the Securities Act of 1933.  With
the exception of the LF certificates, the certificates represent
beneficial ownership interest in the trust, primary assets of
which are 221 fixed rate loans having an aggregate principal
balance of approximately $2,072,978,628, as of the cutoff date.

The LF certificates represent a non-pooled interest in a
subordinate note secured by Lakeforest Mall.  The rating for the
class LF certificates addresses the likelihood of the ultimate
payment of principal and interest to holders thereof on or before
the Rated Final Maturity Date of all payments to which they are
entitled.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Bear Stearns Commercial Mortgage Securities
Trust, Series 2005-TOP20', dated Oct. 12, 2005 and available on
the Fitch Ratings Web site at http://www.fitchratings.com/


BLOUNT INT'L: Equity Deficit Narrows to $201.43 Mil. at Sept. 30
----------------------------------------------------------------
Blount International, Inc. [NYSE: BLT], reported results for the
third quarter ended September 30, 2005.

Sales for the third quarter of 2005 were $186.7 million, a 7.5%
increase from last year's third quarter.  Sales were strongest in
the Industrial and Power Equipment segment with a 26.6% increase
from last year, while third quarter Outdoor Products segment sales
declined slightly from last year.  Overall, operating income was
$30 million in this year's third quarter compared to $31.1 million
last year.  Net income in this year's third quarter was
$16 million compared to a net loss of $31.8 million last year.  
This year's third quarter includes a $1.3 million charge for the
early extinguishment of debt and a $0.6 million tax charge related
to the Company's intent to repatriate international earnings under
the provisions of the American Jobs Creation Act.  Last year's
third quarter loss included a $42.8 million charge related to an
August 2004 debt refinancing.

                      Year to Date Results

Sales for the first three quarters of 2005 were $565.7 million, an
11.2% increase from the comparable period last year.  Operating
income increased to $90.1 million this year compared to
$86.8 million last year.  Net income was $50.4 million in the
first nine months of this year compared to a net loss of
$15.8 million for the same period last year.  This year's net
income includes a $1.7 million charge for the early extinguishment
of debt and $0.6 million charge for the intended repatriation of
foreign earnings.  Last year's net loss included a $42.8 million
charge related to the August 2004 refinancing.

Commenting on the Company's results, James S. Osterman, Chairman
and Chief Executive Officer, stated: "We continued to experience
good top line growth in the third quarter, although at a lesser
rate than during the first half of the year.  The Industrial and
Power Equipment segment achieved sales growth of over 26% through
higher domestic and international unit sales, as well as increased
selling prices.  The Outdoor Products segment gained some
incremental domestic replacement sales of chainsaw products during
September following the hurricanes in the southeast, but these
gains were offset by lower year over year sales in other regions.   
The Company's operating margin increased to 16.1% of sales in the
third quarter from 15.7% in this year's second quarter.  Adverse
foreign currency trends and continued high steel costs limited
additional operating margin improvement.  The Company's
manufacturing operations in Canada and Brazil, which account for
about 15% of the Company's total cost base, were negatively
impacted by approximately $0.8 million in currency fluctuations as
compared to this year's second quarter and $1.7 million as
compared to last year's third quarter.

Demand for wood cutting products in the hurricane region was
dampened by the short-term effects of power outages, sawmill
closures and the inability of people to get to the damaged timber
as a result of the severity of the storms.  In the fourth quarter,
we expect demand for our products in the hurricane region to
increase, although this will be somewhat offset by weaker sales of
chainsaw products in other geographical regions.  Nonetheless, we
expect this year's unprecedented hurricane season to have a
positive impact on North American saw chain demand through the
first half of 2006.

The Company estimates that full year 2005 sales will be between
$750 million and $755 million, with operating income between
$118 million and $120 million. Fourth quarter sales are estimated
to range between $184 million and $189 million, with operating
income estimated to be between $28 million and $30 million.   
Estimated full year net income of $65 million to $67 million
includes $3.3 million expense for the early repayment of debt and
$0.6 million income tax expense for the repatriation of foreign
earnings.  

Blount International, Inc. -- http://www.blount.com/-- is a  
diversified international company operating in three principal
business segments: Outdoor Products, Industrial and Power
Equipment and Lawnmower.  Blount International, Inc., sells its
products in more than 100 countries around the world.  

As of Sep. 30, 2005, the Company's equity deficit narrowed to
$201,428,000 from a $256,154,000 equity deficit at Dec. 31, 2004.


BROKERS INC: Courts Extends Solicitation Period to December 1
-------------------------------------------------------------
The Honorable Catharine R. Carruthers of the U.S. Bankruptcy
for the Middle District of North Carolina further extended until
Dec. 1, 2005, the period within which Brokers Inc. may solicit
acceptances of its Amended Plan of Liquidation.  

The Debtor submitted its Amended Plan of Liquidation with an
accompanying Amended Disclosure Statement to the Court on
Aug. 19, 2005.

The Debtor reminds the Court that its period to solicit plan
acceptances was originally extend to Aug. 22, 2005.  The Debtor
originally asked for the extension in order to assess certain
environmental concerns which the Debtor believed would impact its
Disclosure Statement and Plan.

The Debtor tells the Court it has discovered that it will not be
able to resolve its environmental concerns at any point in the
near future.  The Debtor says that the resolution of its
environmental concerns will be an ongoing matter that will most
likely continue well after any Plan of Liquidation is confirmed.

The Debtor discloses however that it is presently holding funds in
a sum sufficient to pay in full all creditors with allowed
priority claims and anticipates that it will generate additional
proceeds from the liquidation of its properties in a sum
sufficient to:

   * pay in full all undisputed unsecured claims, or

   * place in reserve funds sufficient to satisfy all disputed
     unsecured claims.

The Debtor further tells the Court that on a cumulative basis, the
Debtor's income-producing real properties are continuing to
generate gross rents in excess of operating expenses.

Headquartered in Thomasville, North Carolina, Brokers
Incorporated, filed for chapter 11 protection on Nov. 22, 2004
(Bankr. M.D. N.C. Case No. 04-53451).  Christine L. Myatt, Esq.,
at Nexsen Pruet Adams Kleemeier, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed more than $10 million in assets and
more than $1 million in debts.


CERVANTES ORCHARDS: Hires Messrs. Fischer and Johnston as Counsel
-----------------------------------------------------------------
Cervantes Orchards and Vineyards, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of Washington for permission to
employ Francois L. Fischer, Esq., at Fischer Law Offices and R.
Bruce Johnston, Esq., at the Law Offices of R. Bruce Johnston as
its bankruptcy counsel.

Mr. Fischer will coordinate with Mr. Johnston in representing the
Debtor in matters concerning the administration and litigation of
the chapter 11 case.

Professionals from Messrs. Johnston and Fischer's firms bill for
their services by the hour:

          Designation      Billing Rate
          -----------      ------------
          Attorneys        $140 - $225
          Associates        $75 - $140
          Paralegals        $55 - $75
          
To the best of the Debtor's knowledge, both law firms are
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Sunnyside, Washington, Cervantes Orchards and
Vineyards LLC, filed for chapter 11 protection on Aug. 19, 2005
(Bankr. E.D. Wash. Case No. 05-06600).  R. Bruce Johnston, Esq.,
at Law Offices of R. Bruce Johnston represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.


CHARLES BRIGGS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles W. Briggs
        3097 Willow Avenue #10
        Clovis, California 93612

Bankruptcy Case No.: 05-62659

Type of Business: The Debtor is an affiliate of A Partners LLC
                  and the Ronald Allison Family Trust, which own
                  the Helm Building, a 10-story building with over
                  55,000 square feet of office space available for
                  rent.  See http://www.apartnersllc.com/

                  A Partners LLC and the Ronald Allison Family
                  Trust filed for chapter 11 protection on October
                  28, 2005 (Bankr. E.D. Calif. Case No. 05-62656).

Chapter 11 Petition Date: October 28, 2005

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Michael Terry Hertz, Esq.
                  Lang, Richert & Patch
                  P.O. Box 40012
                  Fresno, California 93755-0012
                  Tel: (559) 228-6700

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Scripps Investments & Loans                 Unknown
   484 Prospect Street
   La Jolla, CA 92037

   Lexus Financial                             Unknown
   P.O. Box 60116
   City of Industry, CA 91716

   Willow Complex                              Unknown
   3097 Willow Avenue
   Clovis, CA 93612

   Discover Card                               Unknown
   P.O. Box 15156
   Wilmington, DE 19850-5156

   Washington Mutual                           Unknown
   Legal Department
   1201 Third Avenue
   Seattle, WA 98101


CHARLES RIVER: Earns $32.1 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Charles River Laboratories International, Inc. (NYSE:CRL),
reported third-quarter 2005 financial results.  Net sales for the
third quarter of 2005 increased 55.6% to $273.9 million, compared
to $176 million reported in the third quarter of 2004.  The
increase was due primarily to the acquisition of Inveresk Research
Group, and also to continuing strong demand for outsourced
preclinical services.

Net income on a GAAP basis was $32.1 million in the third quarter
of 2005, compared to $25.8 million in the third quarter of 2004.
On a non-GAAP basis, net income for the third quarter increased
61.5% to $41.7 million, compared to $25.8 million in the third
quarter of 2004.  Non-GAAP results in the third quarter of 2005
exclude amortization of intangibles of $13.2 million and
compensation charges of $1.3 million related to the acquisition of
Inveresk.

James C. Foster, Chairman, President and Chief Executive Officer
said, "Third-quarter sales of outsourced preclinical toxicology
services and North American Research Models were strong, but
overall growth was hampered by lower sales of large animals, lower
demand for transgenic services in the United States and slower
sales of interventional and surgical services, and of research
models in Europe.  Although sales growth was lower than we
expected, our continuing focus on operating efficiency and the
success of our integration efforts again allowed us to achieve
excellent sequential operating margin improvement in the
Preclinical and Clinical business segments.  In addition, we are
taking a number of actions in the fourth quarter that we expect
will allow us to continue to improve operating efficiency, and
expect to see the benefits of these actions in the fourth quarter
and in 2006."

"We continue to believe that our extensive portfolio of
value-added, essential products and services is extremely well
positioned to benefit from the strong demand for drug discovery
and development products and services, and are adding capacity and
personnel to support our growth in the coming years," he said.

For the first nine months of 2005, net sales increased 57.1% to
$831.1 million from $528.9 million for the same period in 2004.
Net income on a GAAP basis was $91.6 million in the nine-month
period in 2005, compared to $69.7 million in the nine-month period
in 2004.  On a non-GAAP basis, net income for the year-to-date
increased 62.7% to $122.9 million, compared to $75.5 million in
the same period in 2004.

Non-GAAP results in the first nine months of 2005 exclude
amortization of intangibles of $39.7 million and compensation
charges of $7.1 million related to the acquisition of Inveresk.
Non-GAAP results in the first nine months of 2004 exclude a net
charge of $5.8 million related to the write-off of a deferred tax
asset and release of a related tax valuation allowance in
connection with the Company's reorganization of its European
operations.

                     Fourth-Quarter Actions

In order to improve overall operating efficiency, and particularly
with respect to the Interventional and Surgical Services (ISS),
Transgenic Services, and Clinical Services businesses, the Company
will take a one-time, primarily non-cash charge in the fourth
quarter of 2005 for impairment of fixed assets, intangible assets
and lease obligations and for severance costs related to headcount
reductions.

The most significant of these actions will be the planned closure
of Preclinical Services Wisconsin, one of the Company's two ISS
facilities.  The total ISS business, which is expected to report
net sales in 2005 of approximately $20 million, will be
consolidated with the Company's Massachusetts location.

Also in the fourth quarter of 2005, the Company expects to
repatriate up to $150 million of its accumulated income earned
outside the United States in a distribution that qualifies for the
reduced tax rate under the American Jobs Creation Act of 2004.  As
a result of this repatriation, the Company expects that it will
recognize a one-time net tax benefit conservatively estimated at
$15 million.

                          2005 Outlook

For the fourth quarter of 2005, the Company expects net sales to
increase between 19% and 22%, and including the net benefit of
one-time items, expects GAAP earnings per diluted share to be in a
range of $0.53 to $0.55.  Non-GAAP earnings per diluted share,
which exclude acquisition-related amortization of intangible
assets and compensation charges totaling $0.14 per diluted share,
and the one-time net benefit of approximately $0.11 per diluted
shares, are expected to be in a range of $0.56 to $0.58.

The Company now expects 2005 revenue growth in a range of 43% to
46% and GAAP earnings per diluted share in a range of $1.81 to
$1.83.  Non-GAAP earnings, which exclude acquisition-related
amortization of intangible assets and compensation charges
totaling $0.56 per diluted share and the one-time net tax benefit
of approximately $0.11 per diluted share, are expected to be in a
range of $2.26 to $2.28 per diluted share.

Charles River Laboratories International, Inc., sells  
pathogen-free, fertilized chicken eggs to poultry vaccine makers.  
It also offers contract staffing, preclinical drug candidate  
testing, and other drug development services.  It also markets  
research models--rats and mice bred for preclinical experiments,  
including transgenic "knock out" mice--to the pharmaceutical and  
biotech industries.  It sells its products in more than 50  
countries to drug and biotech companies, hospitals, and government  
entities.

                         *     *     *

Moody's Investors Service assigned Ba1 ratings to the credit
facilities of Charles River Laboratories International, Inc.   
Moody's also assigned a Ba1 Senior Implied Rating, a Ba2 Senior
Unsecured Issuer Rating, and a Speculative Grade Liquidity Rating
of SGL-1 to the company.  Moody's said the rating outlook for the  
company is stable.

Assigned Ratings:

   * $150 Million Revolving Credit Facility -- Ba1
   * $400 Million Term Loan A -- Ba1
   * Senior Implied Rating -- Ba1
   * Senior Unsecured Issuer Rating -- Ba2
   * Speculative Grade Liquidity Rating -- SGL-1
   * Outlook - stable

Standard & Poor's Ratings Services assigned a BB+ corporate credit  
rating for Charles River Laboratories International Inc.  At the  
same time, Standard & Poor's placed a BB senior unsecured debt  
rating on the company.  S&P said the outlook is stable.


CHEMTURA CORP: Posts $118.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
Chemtura Corporation (NYSE: CEM) reported a loss from continuing
operations for the third quarter of 2005 of $120.3 million and
pro forma adjusted earnings from continuing operations of
$40.7 million.

Earnings (loss) per share from continuing operations and pro forma
adjusted earnings per share from continuing operations for the
third quarter of 2005 both include a positive effect from the
impact of harmonizing accounting methods for manufacturing
variances following the July 1, 2005, merger of Great Lakes
Chemical Corporation and the Company.  

Pro forma adjusted earnings from continuing operations for the
third quarter of 2005 exclude pre-tax costs related to the merger,
consisting of the write-off of in-process research and development
of $75.4 million, the impact of purchase accounting relating to
inventory of $37.1 million and merger costs of $19.4 million.  

Other pre-tax items excluded from pro forma adjusted earnings from
continuing operations are a loss on the early extinguishment of
debt of $10.9 million, antitrust costs of $6.7 million, direct
expenses due to Hurricanes Katrina and Rita of $4.6 million and
facility closure, severance and related costs of $0.2 million.

The third quarter 2004 loss from continuing operations was
$44.9 million or $0.39 per share.  Pro forma adjusted earnings
from continuing operations for the third quarter of 2004 were
$19.3 million or $0.08 per share.  Pro forma adjusted earnings
from continuing operations exclude pre-tax charges of
$40.2 million for facility closure, severance and related costs,
$10.4 million of costs related to a fire at the Company's Conyers,
Georgia facility, $8.4 million for antitrust costs, $3.1 million
in additional depreciation related to a change in useful life for
computer software, $1.7 million for executive termination costs
and a $20.1 million loss on the early extinguishment of debt.

The net loss for the third quarter of 2005 was $118.9 million
compared with a net loss of $40.7 million in the third quarter of
2004.  Discontinued operations for the third quarter of 2005
included a gain of $1.4 million primarily due to the settlement of
certain contingencies related to the July 2003 sale of the
Company's OrganoSilicones business.

Reported income tax expense for the third quarter of 2005 reflects
a $19.3 million tax charge for a dividend under the Foreign
Earnings Repatriation provisions of the 2004 American Jobs
Creation Act and no tax benefit for in-process research and
development related to the merger.

               Actual and Pro Forma Net Sales and
          Pro Forma Adjusted Non-GAAP Operating Profit

Third quarter 2005 net sales of $918.4 million were $344.4 million
above the third quarter 2004 net sales of $574.0 million.  The
increase was primarily due to $413.8 million in additional sales
resulting from the merger. On a pro forma basis, after giving
effect to the merger, third quarter 2005 net sales were
$47.4 million or 5 percent less than pro forma third quarter 2004
net sales of $965.9 million.  The decrease was a result of 12
percent lower volume and a 4 percent decrease from the
deconsolidation of the Company's Polymer Processing Equipment
business unit, partially offset by an 11 percent increase in
selling prices and a 1 percent increase from foreign currency
translation.

Operating loss for the third quarter of 2005 was $47.8 million as
compared with an operating loss of $15.8 million for the third
quarter of 2004.  On a non-GAAP basis, third quarter 2005 adjusted
operating profit of $95.6 million was $32.4 million or 51% higher
than third quarter 2004 pro forma adjusted operating profit of
$63.2 million.  As compared with prior year, on a pro forma
adjusted basis, third quarter price increases and cost savings
more than offset raw material and energy cost increases and lower
volumes.

Net sales for the first nine months of 2005 were $2,110.5 million
as compared with $1,710.9 million for the first nine months of
2004. For the first nine months of 2005, pro forma net sales,
after giving effect to the merger, of $3,022.3 million were 4% or
$118.4 million higher than the $2,903.9 million of pro forma net
sales for the first nine months of 2004.  Operating profit for the
first nine months of 2005 was $62.9 million as compared with
$17.6 million for the first nine months of 2004.  On a non-GAAP
basis, pro forma adjusted operating profit of $313.1 million was
$149.5 million or 91% higher than the $163.6 million of pro forma
adjusted operating profit for the first nine months of 2004.  As
compared with prior year, on a pro forma adjusted basis, nine
month year-to-date price increases and cost savings more than
offset the effect of lower volumes and raw material and energy
cost increases.

"While I am disappointed in our execution this quarter, pro forma
adjusted year-over-year comparisons demonstrate that our focus on
raising prices to cover rising raw material and energy costs is
taking us in the right direction," said Robert L. Wood, chairman
and chief executive officer.  "Even though some of our businesses
did not meet their targets for the quarter, we saw modest
improvement in September.  On a positive note, we continue to
exceed targets for cost savings.  Last year we committed to
savings of $12.5 million per quarter in 2005 from headcount
reductions taken largely in 2004.  This quarter we exceeded our
commitment, delivering over $13 million from this pre-merger
program.  We have achieved cost savings in the third quarter of
approximately $29 million, including $9 million in operations and
other efficiencies and $7 million of merger-related synergies,
mainly from headcount reductions.  Realizing $7 million in
merger-related synergies this quarter puts us on track to exceed
the $10 million synergy target we set for 2005.

"While the balance of the year will be difficult, we remain
relentlessly focused on integration, synergy savings and business
improvement.  As volatility in the raw material and energy
environment continues, we will be steadfast in our efforts to
manage pricing and cost in order to achieve our goal of 15%
operating margins.  Although we have work left to do, I am
confident that our actions will yield continued performance
improvement."

Chemtura Corporation -- http://www.chemtura.com/-- is a global      
manufacturer and marketer of specialty chemicals, crop protection  
and pool, spa and home care products.  Headquartered in  
Middlebury, Connecticut, the company has approximately 7,300  
employees around the world.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed the ratings of Chemtura
Corporation (Chemtura -- Corporate Family Rating of Ba1) and
changed the outlook on the company's ratings to negative from
stable.  

Ratings affirmed:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Notes due 2012, $375 million -- Ba1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- Ba1

   * Senior Unsecured Notes, $260 million due 2023 and 2026 -- Ba1

   * Senior Unsecured Notes, $10 million due 2006 -- Ba1

   * Senior Unsecured Notes, $400 million due 2009 -- Ba1

As reported in the Troubled Company Reporter on July 7, 2005,  
Standard & Poor's Ratings Services raised its ratings, including  
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.  
(fka Crompton Corp.).  The ratings are removed from CreditWatch  
with positive implications, where they were placed on March 9,  
2005.  The outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's  
recently completed acquisition of Great Lakes Chemical Corp. for  
approximately $1.6 billion in common stock, plus the assumption of  
debt.  The upgrades reflect an immediate strengthening of  
Chemtura's business mix and cash flow protection and debt leverage  
measures as a result of the equity-financed acquisition of a much  
higher-rated company.


CHI-CHI'S: Judge Baxter Approves Amended Disclosure Statement
-------------------------------------------------------------          
The Honorable Randolph Baxter of the U.S. Bankruptcy Court for the
District of Delaware approved the adequacy of the Amended
Disclosure Statement explaining the First Amended Joint Plan of
Liquidation filed by Chi-Chi's Inc., and its debtor-affiliates and
their Official Committee of Unsecured Creditors.  Judge Baxter put
his stamp of approval on the Disclosure Statement on Oct. 28,
2005.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Joint Plan to creditors and
solicit their votes in favor of the Plan.

The Debtors and the Committee filed their Amended Disclosure
Statement and Amended Joint Plan on Oct. 21, 2005.

             Summary of the Amended Joint Plan

The Plan provides for the establishment of a Liquidating Trust to
hold and distribute the Debtors' assets and funds for the benefit
of holders of Allowed Claims against the Debtors.  Not less that
five days prior to the confirmation date of the Joint Plan, the
Committee will appoint a Liquidating Trustee to assist the Debtors
in the performance of their duties and obligations under the Plan.

On the Effective Date, the Debtors will transfer their
Distribution Fund, which consist of all funds available for
distribution to creditors except for recoveries from the Supplier
Litigation, to the Liquidating Trust, except the Insurance
Policies, the California Disability Reserve and, if already
established, the Hepatitis A Reserve.

If the Hepatitis A Reserve is established on the Effective Date,
Chi-Chi's will transfer any Cash to be transferred to the Reserve
and the Liquidating Trustee will manage and control the
distribution of the Hepatitis A Reserve in accordance with the
Plan.

The Debtors will retain their rights under the Insurance Policies,
which will be assumed as of the Effective Date pursuant to Article
XI of the Plan, subject to the right of the Liquidating Trustee to
manage, liquidate and control the prosecution of any matters
related to the Debtors' interest in the Insurance Policies and to
receive any proceeds of the Insurance Policies to which the
Debtors are entitled.

              Treatment of Claims and Interest
                   Against Chi-Chi's Inc.

The Amended Joint Plan groups claims and interests into eight
classes against lead Debtor Chi-Chi's Inc.

Unimpaired claims consist of:

  1) Secured Claims, which will be cured and reinstated pursuant
     to Section 1124(2) of the Bankruptcy Code, or the legal,
     equitable and contractual rights to which the holders of
     Allowed Secured Claims are entitled will remain unaltered;

  2) Priority Claims, totaling approximately $7,000 will receive
     on the Effective Date the principal amount of their Allowed
     Claims from the Chi-Chi's Assets without interest;

  3) Unsecured Hepatitis A Claims, which will be paid in full
     from the Hepatitis A Insurance Proceeds and in the event
     that the Unsurance Proceeds are insufficient to pay all
     those Claims in full, any unpaid portion of their Allowed
     Claims will be paid from the Hepatitis A Reserve Fund

Impaired claims consist of:

  1) Unsecured Claims of FRI-MRD, which are slated to receive the
     FRI-MRD Distribution as more fully described in Section
     VII.B of the Plan;

  2) Other Unsecured Claims, totaling $9 million to $12 million,
     will receive periodic payments from the Liquidating Trust
     only after full satisfaction of Holders of Secured Claims,
     Priority Claims, Unsecured Hepatitis A Claims and Unsecured
     Hepatitis A Claims.  Each holder of an Allowed Other
     Unsecured Claim will receive either the lesser of:

     a) an amount equal to that holder's Allowed Claim, or

     b) the Pro Rata share of the available sum of monies to be
        distributed to all holders of Allowed Other Unsecured
        Claims from the Chi-Chi's Assets by the Liquidating
        Trust;

  3) AIG Policy Creditors Claims, which will receive Pro Rata
     beneficial interest in the AIG Policy Trust Fund and their
     distributions from the Trust Fund will be deducted by certain
     expenses incurred by the Liquidating Trust, including the
     costs of investigating and prosecuting claims objections and
     costs of administering the Trust Fund;

  4) Inter-Debtor Claims, which will receive periodic payments
     from the Liquidating Trust only after full satisfaction of
     Holders of Secured Claims, Priority Claims, Unsecured
     Hepatitis A Claims, Unsecured Hepatitis A Claims and Other
     Unsecured
     Claims.  Each holder of an Allowed Inter-Debtor Claim will
     receive either the lesser of:

      a) an amount equal to that Holder's Allowed Claim, or

      b) the Pro Rata share of the available sum of monies to be
         distributed to all holders of Allowed Inter-Debtor Claims
         by the Liquidating Trustee;

  5) Interests will be cancelled on the Effective Date and will
     not receive any distribution under the Plan on account of
     those claims.

A full-text copy of the black-lined version of the Amended
Disclosure Statement is available for a fee at:

     http://www.researcharchives.com/bin/download?id=051031025516

A full-text copy of the black-lined version of the Amended Joint
Plan is available for a fee at:

     http://www.researcharchives.com/bin/download?id=051031025132

Objections to the Amended Joint Plan, if any, must be filed and
served by Dec. 1, 2005.

Judge Baxter will convene a hearing at 1:30 p.m., on Dec. 15,
2005, to consider confirmation of the Amended Joint Plan.

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for bankruptcy, it estimated $50 to $100 million in
assets and more than $100 million in liabilities.


COLORADO INTERSTATE: S&P Places B Rating on $400M Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
natural gas pipeline company Colorado Interstate Gas Co.'s planned
$400 million senior unsecured notes.

Colorado Interstate is a unit of diversified energy company El
Paso Corp.  At the same time, Standard & Poor's affirmed its 'B'
corporate credit ratings on El Paso and its subsidiaries.

The outlook remains positive.  As of June 30, 2005, the El Paso,
Texas-based company had $17.5 billion of debt outstanding.

Colorado Interstate is expected to use proceeds from the issuance
to buy Wyoming Interstate Co. from a separate subsidiary of El
Paso and fund an intercompany loan to the parent.  The cash will
be used to add to the company's liquidity at the parent level
going into the winter heating season.  Collateral requirements
under El Paso's hedge portfolio could grow in the event that
natural gas prices spike.

"The transaction increases El Paso's considerable debt burden;
however, the step is favorable because it reinforces the company's
liquidity," said Standard & Poor's credit analyst Ben Tsocanos.

The positive outlook on El Paso and its units reflects the
potential for higher ratings provided additional debt repayment
occurs, liquidity remains robust, and its upstream business
becomes self-funding.

The ratings on El Paso and its subsidiaries, including Colorado
Interstate, are based on a consolidated credit method, resulting
in the same corporate credit rating for the holding company and
each of its subsidiaries.


CORNERSTONE PRODUCTS: Assets Being Auctioned Tomorrow in Dallas
---------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas in Sherman scheduled an auction of
substantially all of Cornerstone Products, Inc.'s assets for
tomorrow, Nov. 2, 2005, 10:00 a.m., at the offices of Hance
Scarborough Wright Ginsberg & Brusilow, LLP, in Dallas, Texas.

The Debtor's primary business assets include:

     a. a 519,566 square foot state of the art injection molding
        manufacturing and storage facility located on 25.31 acres
        at 1811 W. Arkansas, Durant, Oklahoma, with a market value
        of $4.6 million per an April 2005 appraisal;

     b. 37 injection molding machines, and related equipment and
        fixtures with a fair market value of $8,658,380 per a
        September 2005 appraisal;

     c. 110 molds for molding trashcans, totes, etc. with a fair
        market value of $14,590,053 as of April 2005 per the
        Company's internal appraisal;

     d. accounts receivable with a book value of $7,696,691 as of
        Oct. 5, 2005;

     e. inventory at book of $9,458,402.24 as of Oct. 5, 2005; and

     f. Cash of $3,372,709.05 as of Oct. 5, 2005.

The auction follows approval of emergency bidding procedures
proposed by the Debtor.  The Debtors asked the Court to approve
expedited, uniform bidding procedures because it can no longer
continue to operate without a cash infusion or sale of its assets.  
The Debtors explained that the value of their business will
decrease if the sale process is unreasonably delayed.

The period for the submission of bids closed on Oct. 31, 2005.  
All interested buyers were required to make a good-faith deposit
equal to 10% of the amount of their initial bids.  The minimum bid
for the Debtor's assets is $20 million.

The Official Committee of Unsecured Creditors took an active role
in drafting the emergency bidding procedure for the sale of the
Debtor's assets.  Assisted by FTI Consulting, Inc, the Committee
took an active role in the process of communicating and
transacting with potential buyers.

The Bankruptcy Court will convene a hearing to approve the sale to
the successful bidder at 2:00 p.m. on Nov. 8, 2005, in Plano,
Texas.

Headquartered in Plano, Texas, Cornerstone Products, Inc. --
http://www.cornerstoneproducts.com/-- manufactures custom     
injection molded plastic products.  The Company filed for
chapter 11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No.
05-43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CORNERSTONE PRODUCTS: Taps Mesirow Financial as Investment Banker
-----------------------------------------------------------------
Cornerstone Products, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas in Sherman for authority to retain
Mesirow Financial, Inc., as its investment banker.

The Debtor selected Mesirow Financial because of the Firm's
well-established national reputation in financial and investment
banking services and its experience in financial restructuring,
distressed business and bankruptcy settings.

In this engagement, Mesirow Financial will:

     a) assist the Debtor in securing bids, subject to higher and
        better offers as may be obtained through a continued
        marketing effort;

     b) identify, contact and screen interested prospective
        purchasers;

     c) coordinate the data room with potential purchasers' due
        diligence investigations;

     d) assist the Debtor in evaluating proposals received from
        potential purchasers;

     e) assist the Debtor in structuring and negotiating the Sale
  
     f) support the efforts of Debtor's counsel, including
        bankruptcy court testimony; and

     g) meet with the Debtor's Board of Directors, bank lenders,
        and other constituencies to discuss the proposed sale.

The Debtor agrees to make a $25,000 non-refundable deposit to
Mesirow Financial.  The Firm will receive no further compensation
if it fails to secure a buyer for the Debtor's assets.

Mesirow Financial agrees to waive the standard retainer fee in
exchange for a percentage of the sales proceeds, payable upon the
successful closing of a sale.  In the event of a successful sale,
the Firm is entitled to:

     a) $250,000 if the aggregate selling price is less than $15
        million; plus

     b) 2.5% of the aggregate selling price in excess of $15
        million, but less than $25 million; plus

     c) 5% of the aggregate selling price in excess of $25
        million; plus

     d) reimbursement of actual, necessary expenses and other
        charges.

To the best of the Debtor's knowledge, Mesirow Financial and its
professionals and employees do not hold any interest adverse to
the Debtor or its estate and is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Mesirow Financial --
http://www.mesirowfinancial.com/-- is a diversified financial  
services firm encompassing six service divisions:

     -- Investment Management;
     -- Investment Services;
     -- Insurance Services;
     -- Investment Banking;
     -- Consulting; and
     -- Real Estate.

Headquartered in Plano, Texas, Cornerstone Products, Inc. --
http://www.cornerstoneproducts.com/-- manufactures custom     
injection molded plastic products.  The Company filed for
chapter 11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No.
05-43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CP SHIPS: S&P Revises CreditWatch Placement Due to TUI Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch placement on New Brunswick-based CP Ships Ltd. to
negative from developing.  The ratings were originally placed on
CreditWatch with developing implications on Aug. 22, 2005, when
its management board recommended it accept a takeover offer from
Germany-based tourism and container shipping group, TUI AG.

The revision comes after Standard & Poor's assigned its 'BB+'
corporate credit ratings to TUI, CP Ships' new majority owner.      

TUI AG recently acquired 89% of the shares of CP Ships and is
expected to complete the takeover of the remaining shares by late
2005.  When the takeover has been completed, we expect to equalize
the corporate credit rating on CP Ships with those on TUI.

CP Ships is the 18th-largest container shipping company in the
world.  The company is registered in the Province of New
Brunswick, Canada, but is headquartered in Gatwick, England.  CP
Ships specializes in serving niche trade lanes in the
Transatlantic, Australasian, Latin American, and Asian markets.  

CP Ships' annual revenues were about $3.6 billion in 2004.


CRE RENTAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CRE Rental Equipment Corporation
        Post Office Box 1608
        Yauco, Puerto Rico 00698-1608

Bankruptcy Case No.: 05-12235

Type of Business: The Debtor leases medical equipment.

Chapter 11 Petition Date: October 15, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

Debtor's Counsel: Modesto Bigas Mendez, Esq.
                  Modesto Bigas Law Office
                  Post Office Box 7462
                  Ponce, Puerto Rico 00732-7462
                  Tel: (787) 844-1444
                  
Total Assets: $1,243,592

Total Debts:  $922,062

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CRIM                          Taxes                     $317,110
P.O. Box 195387
San Juan, PR 00919-5387

Departamento De Hacienda      Taxes                     $133,354
Sec. De Quiebras Ofic 424-B
P.O. Box 9024140
San Juan, PR 00902-4140

Internal Revenue Service      Taxes                      $47,119
Philadelphia, PA 19255-0029

Ed Distributors, Inc.                                    $12,436

Azga Medical Distributors                                 $6,225

Atlantic Gas Station                                      $4,736

Jasvi Sales & Services, Inc.                              $3,322

Munoz Auto Parts                                          $2,806

Aga Linde Healthcare                                      $2,213

Borschow Hospital                                         $1,705

Supercare Medical Co.                                     $1,648

Pagan Service Station                                     $1,607

RL Health Care Solutions                                  $1,506

Tri-Quality                                               $1,502

New Medical Technology                                    $1,080

Bio Compression                                             $540

Equip-Plus Medical                                          $460

Tyco Health Care                                            $387

Medical Industries                                          $350

Island Pharmaceutical                                       $290


CREDIT SUISSE: Moody's Cuts Rating on Class B-F Tranche to B1
-------------------------------------------------------------
Moody's upgraded two subordinate tranches from two mortgage backed
securitizations issued by Credit Suisse First Boston Mortgage
Securities Corp. in 2002.  In addition, Moody's has downgraded
three classes of subordinated tranches from two mortgage backed
securitization and confirmed one subordinated tranche from one
mortgage backed securitization issued by Credit Suisse First
Boston Mortgage Securities Corp. in 2002.  The pools are backed by
subprime first lien adjustable-rate and fixed-rate loans.

The actions are based on the fact that the bonds' current credit
enhancement levels, including excess spread, are either high,
sufficient, or low compared to the current projected loss numbers
for the current rating level.

The complete rating actions are as follows:

        Credit Suisse First Boston Mortgage Securities Corp.

Upgrades:

    * Series 2002-HE4; Class M-1, upgraded to Aa1 from Aa2
    * Series 2002-HE16; Class M-1, upgraded to Aa1 from Aa2

Downgrades:

    * Series 2002-HE1; Class B, downgraded to Ba1 from Baa2
    * Series 2002-HE4; Class M-F-2, downgraded to Baa1 from A2
    * Series 2002-HE4; Class B-F, downgraded to B1 from Baa3

Confirmed:

    * Series 2002-HE11; Class M-1, Aa2 rating confirmed


CREDIT SUISSE: Fitch Junks Ratings on Twelve Certificate Classes
----------------------------------------------------------------
Fitch Ratings has affirmed and taken rating action on these Credit
Suisse First Boston Mortgage Securities Corp. issues:

   Series 1997-2

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AA';
     -- Class B-4 downgraded to 'CC' from 'B+'.

   Series 2001-2

     -- Class 1-A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Classes B-3 and B-4 downgraded to 'CC' from 'B';
     -- Class B-5 remains at 'C';
     -- Class B-6 remains at 'C'.

   Series 2001-9

     -- Class IIA, IIIA affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AAA' from 'AA';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed 'BB';
     -- Class B-5 remains at 'CCC'

   Series 2001-28

     -- Class IA, IIA affirmed at 'AAA';

   Series 2002-5 G1, 2, and 3

     -- Class IA, IIA affirmed at 'AAA';
     -- Class CB1 affirmed at 'AAA';
     -- Class CB2 affirmed at 'AAA';
     -- Class CB3 upgraded to 'AA' from 'A+';
     -- Class CB4 upgraded to 'A' from 'BBB+';
     -- Class CB5 upgraded to 'BBB' from 'BB+'.

   Series 2002-5 G4

     -- Class IVA affirmed at 'AAA';
     -- Class IVB1 affirmed at 'AA';
     -- Class IVB2 downgraded to 'BBB' from 'A';
     -- Class IVB3 downgraded to 'BBB' from 'A';
     -- Class IVB4 downgraded to 'BB' from 'BBB';
     -- Class IVB5 downgraded to 'C' from 'CCC';
     -- Class IVB6 remains at 'C'.

   Series 2002-18 G2

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AA';
     -- Class IIB2 affirmed at 'A';
     -- Class IIB3 downgraded to 'BB' from 'BBB+';
     -- Class IIB4 downgraded to 'CCC' from 'BB';
     -- Class IIB5 downgraded to 'C' from 'CCC';
     -- Class IIB6 remains at 'C'.

   Series 2002-24 G1

     -- Class IA affirmed at 'AAA';
     -- Class IB1 upgraded to 'AAA' from 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 downgraded to 'BB' from 'BBB';
     -- Class IB4 downgraded to 'C' from 'CCC';
     -- Class IB5 remains at 'C'.

   Series 2002-24 G2 and 3

     -- Class IIA, IIIA affirmed at 'AAA';
     -- Class CB1 affirmed at 'AAA';
     -- Class CB4 upgraded to 'AA' from 'A';
     -- Class CB5 upgraded to 'A' from 'BBB'.

   Series 2002-26 G1

     -- Class IA affirmed at 'AAA';
     -- Class IB1 affirmed at 'AAA';
     -- Class IB3 upgraded to 'AAA' from 'A';
     -- Class IB4 upgraded to 'AA' from 'BBB';
     -- Class IB5 upgraded to 'A' from 'BB'.

   Series 2002-26 G2

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 upgraded to 'AAA' from 'AA+';
     -- Class IIB2 upgraded to 'AAA' from 'A+';
     -- Class IIB3 upgraded to 'AA+' from 'BBB+';
     -- Class IIB5 upgraded to 'A' from 'BB'.

The upgrades, affecting approximately $31.0 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.

The affirmations, affecting approximately $342.69 million of
outstanding certificates, are due to credit enhancement and
collateral performance generally consistent with expectations.

The downgrades, affecting approximately $13.36 million of the
outstanding certificates, reflect the deterioration of credit
enhancement relative to consistent or rising monthly losses.

The mortgage loans consist of fixed-rate and adjustable-rate,   
15- and 30-year mortgages extended to prime borrowers and are
secured by first and second liens, primarily on one- to four-
family residential properties.  As of the September 2005
distribution date, the transactions are seasoned from a range of
36 to 102 months and the pool factors -- current mortgage loan
principal outstanding as a percentage of the initial pool -- range
from 2% to 17%.

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


CUMMINS INC: Earns $145 Million of Net Income in Third Quarter
--------------------------------------------------------------
Cummins Inc. (NYSE: CMI) reported third quarter net income of
$145 million on sales of $2.47 billion.  Sales were strong across
the entire business and the Company's gross margins rose to their
highest levels in more than eight years.

"We continued to deliver on our commitments to our customers and
shareholders in the third quarter," said Cummins Chairman and
Chief Executive Officer Tim Solso.  "Our business outlook remains
positive, and our focus on execution has significantly improved
margins and strengthened the bottom line."

Net income in the third quarter rose 25 percent from $116 million
in the same period in 2004, while sales increased 12 percent from
the $2.19 billion reported in the third quarter of 2004.

For the first nine months of the year, Cummins has earned
$383 million, or $7.70 per share, which is more than the Company
earned for all of 2004 - its most profitable full year ever.

Earnings before interest and taxes (EBIT) of $240 million also
were a record and, at 9.7 percent of sales, were at the high end
of the Company's target range of 7 to 10 percent.  The Company's
gross margin of 22.7 percent was the highest since the second
quarter of 1997.

In addition to setting a record for net income and EBIT, the
Company achieved a number of other quarterly financial records,
including:

   * engine segment revenues;
   * engine shipment volumes to DaimlerChrysler for the Dodge Ram;
   * segment EBIT for the Power Generation segment; and
   * segment EBIT for the Distribution segment.

Third-quarter sales were slightly below the record set in the
second quarter of 2005, but improved margins contributed to a 3%
quarter-to-quarter increase in net income.

"These results are another sign that we are building a "New
Cummins" - a company that is less cyclical, more diversified and
committed to turning a greater share of its sales into profits,"
Mr. Solso said.  "Not only have we delivered higher year-over-year
quarterly earnings for seven consecutive quarters, but we also are
investing in future growth and focusing on prudent cash
management.

"And, as good as 2004 and 2005 have been, I am confident 2006 will
be an even better year for Cummins and that we are well-positioned
for the future."

Cummins increased its full-year earnings guidance to $10.70 to
$10.80 per share from its previous guidance of $10.10 to $10.30
per share, resulting in fourth-quarter guidance of $3.00 to $3.10
per share.

The Company generated cash from operations of $230 million in the
quarter, just off its record set in the fourth quarter of 2004,
bringing its total to $385 million for the first nine months of
2005.  In addition, the Company has paid down debt by $278 million
this year from operating cash.

The Company signed a number of agreements during the quarter that
reflect its commitment to future growth.

Cummins's Dongfeng Cummins Engine Company joint venture in China
will develop a new 13-liter heavy-duty engine that is expected to
be ready for production in 2009. Cummins also entered into a 50/50
joint venture with Shaanxi Automobile Group Co. to produce the
Cummins 11-liter ISM engine in Xi'an, China, starting late next
year.  Cummins is the largest foreign investor in the China diesel
engine market.

In late September, the Company announced that it has expanded its
partnership with Bluebird Corp. and that the Cummins ISB engine
will be available in all Bluebird school buses starting in early
2006.

Cummins Inc. -- http://www.cummins.com/-- a global power leader,   
is a corporation of complementary business units that design,
manufacture, distribute and service engines and related
technologies, including fuel systems, controls, air handling,
filtration, emission solutions and electrical power generation
systems.  Headquartered in Columbus, Indiana, (USA) Cummins serves
customers in more than 160 countries through its network of 550
Company-owned and independent distributor facilities and more than
5,000 dealer locations.  With more than 28,000 employees
worldwide, Cummins reported sales of $8.4 billion in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2005,
Moody's Investors Service raised its rating of Cummins Inc.'s debt
securities (senior unsecured to Ba1 from Ba2), and also affirmed
the company's Ba1 corporate family rating and SGL-1 speculative
grade liquidity rating.  The rating outlook is changed to positive
from stable.

As reported in the Troubled Company Reporter on Aug. 5, 2005,
Standard & Poor's Ratings Services raised its rating on the
$28,000,000 Structured Asset Trust Unit Repackagings Cummins
Engine Co. Debenture-Backed Series 2001-4 certificates to 'BBB-'
from 'BB+'.


CWMBS INC: Fitch Assigns Low-B Ratings to $806K Cert. Classes
-------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL mortgage
pass-through trust 2005-J4 is rated by Fitch:

     -- $194.5 million classes A-1 through A-8, PO, X, and A-R
        senior certificates 'AAA';

     -- $3.2 million class M certificates 'AA';

     -- $1.6 million class B-1 certificates 'A';

     -- $705,000 million class B-2 certificates 'BBB';

     -- $503,500 class B-3 certificates 'BB';

     -- $302,100 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.40%
subordination provided by the 1.60% class M, the 0.80% class B-1,
the 0.35% class B-2, the 0.25% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.25% privately offered
class B-5.  Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A',
'BBB', 'BB' and 'B', respectively, based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$161,536,039 as of the cut-off date, Oct. 1, 2005, secured by
first liens on one- to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 70.43%.  The
weighted average FICO credit score is approximately 741.  Cash-out
refinance loans represent 22.64% of the mortgage pool and second
homes 2.82%. The average loan balance is $542,067.  The three
states that represent the largest portion of mortgage loans are
California, Virginia, and Maryland.

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 'Fitch Revises Rating Criteria in
Wake of Predatory Lending Legislation,' issued May 1, 2003,
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


CWMBS INC: Fitch Places Low-B Ratings on $1.46-Mil Cert. Classes
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-28:

     -- $400.9 million classes A-1 through A-14, X, PO and A-R
        senior certificates 'AAA';

     -- $10.2 million class M certificates 'AA';

     -- $2.5 million class B-1 certificates 'A';

     -- $1.3 million class B-2 certificates 'BBB';

     -- $834,000 class B-3 certificates 'BB';

     -- $625,500 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.85%
subordination provided by the 2.45% class M, the 0.60% Class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
class B-5, which is not rated by Fitch.  Classes M, B-1, B-2, B-3
and B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their
respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$416,999,436 as of the cut-off date, Oct. 1, 2005, secured by
first liens on one- to four- family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 71.86%.  The
weighted average FICO credit score is approximately 742.  Cash-out
refinance loans represent 32.90% of the mortgage pool and second
homes 7.75%. The average loan balance is $575,966.  The three
states that represent the largest portion of mortgage loans are
California, Virginia, and Maryland.

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 at http://www.fitchratings.com/

All of the mortgage loans were originated under CHL's Standard
Underwriting Guideline.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


CWMBS INC: Fitch Rates $1.78M Cert. Classes at Low-B
----------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL mortgage
pass-through trust 2005-27 is rated by Fitch Ratings:

     -- $499.9 million classes 1-A-1 through 1-A-8, 2-A-1, 1-X,
        2-X, PO, and A-R senior certificates 'AAA';

     -- $13.5 million class M certificates 'AA';

     -- $3.4 million class B-1 certificates 'A';

     -- $1.6 million class B-2 certificates 'BBB';

     -- $1 million class B-3 certificates 'BB';

     -- $781,500 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.05%
subordination provided by the 2.60% class M, the 0.65% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4, and the 0.15% privately offered
class B-5, which is not rated by Fitch.  Classes M, B-1, B-2, B-3
and B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively,
based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in two groups of
conventional mortgage loans.  Loan group 1 consists of 30-year
fixed-rate mortgage loans totaling $364,496,682 as of the cut-off
date Oct. 1, 2005, secured by first liens on one- to four-family
residential properties.  The mortgage pool demonstrates an
approximate weighted-average original loan-to-value ratio of
72.23%.

Approximately 46.62% of the loans were originated under a reduced
documentation program.  The weighted average FICO credit score is
approximately 743.  Cash-out refinance loans represent 31.31% of
the mortgage pool and second homes 10.59%.  The average loan
balance is $579,486.  The three states that represent the largest
portion of mortgage loans are California, New York, and New
Jersey.

Loan group 2 consists of 30-year fixed-rate mortgage loans
totaling $156,502,650 as of the cut-off date, secured by first
liens on one- to four-family residential properties.  The mortgage
pool demonstrates an approximate weighted-average OLTV of 72.59%.  
Approximately 45.10% of the loans were originated under a reduced
documentation program.

In addition, the weighted average FICO credit score is
approximately 740.  Cash-out refinance loans represent 47.65% of
the mortgage pool and second homes 3.79%.  The average loan
balance is $562,959.  The three states that represent the largest
portion of mortgage loans are California, Virginia, and New York.

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 'Fitch Revises Rating Criteria in
Wake of Predatory Lending Legislation,' issued May 1, 2003,
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

All of the mortgage loans were originated under CHL's standard
underwriting guideline.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
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.


DE LA CONCHA: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: De La Concha Tobacconist, Inc.
        1390 Sixth Avenue
        New York, New York 10019-3907

Bankruptcy Case No.: 05-60082

Type of Business: The Debtor is an on-line shop of cigars,
                  pipes, lighters and humidors.  
                  See http://www.delaconcha.com/

Chapter 11 Petition Date: October 31, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  Middlebrooks Shapiro Nachbar Pflumm, P.C.
                  140 Eagle Rock Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 228-1616
                  Fax: (973) 228-1635

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

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
New York State                   Tax                 $1,311,354
Department of Taxation & Finance
80-02 Kew Gardens Road, 5th Floor
Kew Gardens, NY 11415-3618
Attn: A. Richards
Tel: (718) 459-6388


DELPHI CORP: Court Approves De Minimis Asset Sale Procedures
------------------------------------------------------------          
Prior to the Petition Date, and in furtherance of their
reorganization efforts, Delphi Corporation and its debtor-
affiliates strove to streamline their operations by eliminating
unnecessary operating expenses by exiting certain non-core
business lines and dispensing of surplus assets.

Kayalyn A. Marafioti, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, relates that as part of their strategy, the
Debtors:

   (a) sold their interest in CEI Co., Ltd., a manufacturer of
       flat-pack and servo motor actuators, thermo control units,
       and backplate assemblies;

   (b) sold their interest in AMBRAKE Corporation, a manufacturer
       of base brake assemblies and components, and its
       subsidiaries;

   (c) over the course of the last few years, periodically sold
       various miscellaneous assets in connection with the
       disposition of their generator business line;

   (d) sold various parcels of real property, including real
       property in Anaheim, California, and Olathe, Kansas; and

   (e) have actively marketed other assets and their interests in
       other subsidiaries and affiliates involved in other
       businesses identified by the Debtors as unnecessary to
       their overall business strategy.

To further optimize cash flow, maximize the value of their
Chapter 11 estates, and minimize excessive costs, the Debtors
seek the U.S. Bankruptcy Court for the Southern District of New
York's authority to dispose of excess real and personal
property -- in and outside the ordinary course of their
businesses -- that will involve numerous sale transactions
involving $10,000,000 or less in the aggregate.

In addition, the Debtors seek The Honorable Robert D. Drain of the
Southern District of New York Bankruptcy Court' permission to pay
applicable market rate broker commissions to brokers utilized in
the ordinary course of their businesses, in connection with the
dispositions of de minimis assets.  The Debtors believe that the
use of brokers will significantly aid in the timely disposition
and realization of the maximum possible value for the assets.

The Debtors expect that a proposed buyer's offer with respect to
the assets will necessarily be conditioned on the utilization of
a streamlined process that can be completed in an expedited time
frame, and at a cost commensurate with the remuneration to be
received by the Debtors and their estates.

The Debtors further ask the Court for authority to implement
procedures for the sale of De Minimis Assets.

               De Minimis Sale & Notice Procedures

According to Ms. Marafioti, the Debtors would give notice of each
proposed sale so as to be received by 5:00 p.m. (Eastern Time),
on the date of service, and by overnight mail, to:

   * the Office of the United States Trustee;

   * counsel to any official committees appointed in the Debtors'
     Chapter 11 cases;

   * counsel for the agent to the DIP Lenders;

   * any other known holder of a lien, claim, or encumbrance
     against the specific property to be sold; and

   * any known interested party in the subject De Minimis Assets.

Ms. Marafioti says the Sale Notice would specify the assets to be
sold, and the identity of the proposed purchaser, including a
statement that the proposed purchaser is not an "insider" as
defined in Section 101(31) of the Bankruptcy Code.  The Sale
Notice would also specify:

   -- the proposed sale price;

   -- a copy of any documentation executed in contemplation of
      the transaction; and

   -- an affidavit of the broker, if any, pursuant to Rule 2014
      of the Federal Rules of Bankruptcy Procedure, that
      identifies the Broker, the amount of the Broker Commission,
      and contains the disclosures required by Rule 2014.

The Notice Parties will have five business days following initial
receipt of the Sale Notice to object to or request additional
time to evaluate the proposed transaction and the Broker
Commission.  If the Debtors' counsel receives no written
objection or written request for additional time prior to the
expiration of the five-day period, the Debtors would be
authorized to consummate the proposed sale transaction and to
take actions as are necessary to close the transaction and
collect the proceeds of the sale, including payment of the Broker
Commission.

If a Notice Party objects to the proposed transaction or the
Broker Commission, within five business days after the Sale
Notice is received, the Debtors and the objecting Notice Party
would use good faith efforts to resolve the objection
consensually.  If the Debtors and the objecting Notice Party are
unable to achieve a consensual resolution, the Debtors would not
take any further steps to consummate the proposed transaction
without first obtaining Bankruptcy Court approval of the
transaction, including retention of any broker, upon notice and a
hearing.

To the extent that a competing bid is received for the purchase
of the De Minimis Assets, which materially exceeds the value of
the purchase price contained in the Sale Notice, then the Debtors
will re-notice the proposed sale to the subsequent bidder
pursuant to the Notice Procedures.  However, this is provided
that the proposed purchase price is still less than or equal to
$10,000,000.  To the extent the proposed purchase price is
greater than $10,000,000, the Debtors would seek Court approval
of the proposed transaction.

Ms. Marafioti also notes that any valid and enforceable liens
would attach to the net proceeds of the sale, subject to any
claims and defenses the Debtors may possess.  Any amounts in
excess of those liens would be utilized by the Debtors in
accordance with the terms of the DIP Agreement, if approved by
the Court.

                  Procedures Must be Approved

The expedited procedures would permit the Debtors to be
responsive to the needs of interested purchasers, thereby
guarding against lost sales due to delay, Ms. Marafioti asserts.

"Without an expedited process for closing the Debtors' sales,
these estates will, at best, incur added and unnecessary expenses
and will, at worst, both be deprived of income from these sales
and forced to continue to operate businesses that the Debtors
have determined are neither necessary nor beneficial to their
overall restructuring strategy," Ms. Marafioti adds.

                        *     *     *

The Court approves the procedures for the sale of none-core de
minimis assets, and authorizes the Debtors to consummate, without
further Court approval, arm's-length sales of real and personal
property outside of the ordinary course of business when the
purchase price is $10,000,000 or less for each transaction.

Without further Court approval, the Debtors are authorized to pay
market rate broker commissions for brokers utilized in the
ordinary course of the Debtors' business in connection with any
sales of de minimis assets upon satisfaction of the disclosure
requirements.

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


DELPHI CORP: Judge Drain Authorizes Use of All Cash Collateral
--------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on
Oct. 13, 2005, the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York approved
Delphi Corporation and its debtor-affiliates' request to dip into
the Prepetition Lenders' cash collateral on an interim basis.

                        *     *     *

Judge Drain finds that the Debtors' access to sufficient working
capital and liquidity through the use of Cash Collateral is vital
to the preservation and maintenance of the going concern values
of the Debtors and to a successful reorganization of the Debtors.  
Accordingly, Judge Drain authorizes the Debtors to use all Cash
Collateral of the Prepetition Secured Lenders.

The Prepetition Secured Lenders and the holders of Replacement
Liens or Adequate Protection Liens are granted adequate
protection of their interest in the Cash Collateral for and equal
in amount to the aggregate diminution in the value of their
interest in the Collateral.  The Debtors will provide JPMorgan
Chase Bank, N.A., as administrative agent for the Prepetition
Secured Lenders, and the Official Committee of Unsecured
Creditors with any written financial information or periodic
reporting that is provided to, or required to be provided to, the
DIP Lenders.

The Debtors' right to use Cash Collateral will terminate
automatically upon the occurrence of the Termination Date or the
voluntary reduction by the Borrower of the Total Commitments to
zero, as the terms are defined in the DIP Credit Agreement.

Any party-in-interest may file an adversary proceeding or
contested matter:

   (1) challenging the validity, enforceability, priority or
       extent of the Prepetition Debt or the Prepetition Agent's
       or the Prepetition Secured Lenders' liens on the
       Prepetition Collateral by no later than January 16, 2006;
       and

   (2) seeking a determination that the Prepetition Debt was
       under-secured as of the Petition Date, or otherwise
       asserting or prosecuting any Avoidance Actions or any
       other any claims against the Prepetition Agent or any of
       the Prepetition Secured Lenders or their affiliates by no
       later than April 17, 2006.

The Creditors Committee will be limited to $250,000 in its
investigations of the validity of the Prepetition Secured
Lenders' liens.  No other official committee will be authorized
to perform the investigations.  The $250,000 limit does not
include the fees and expenses of an investment banker for the
Creditors Committee.

The Creditors Committee is represented by Robert Rosenberg, Esq.,
at Latham & Watkins LLP, in New York.

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


DELPHI CORP: U.S. Trustee Meeting With Creditors on February 6
--------------------------------------------------------------          
Deirdre A. Martini, the United States Trustee for Region 2, has
called for a meeting of Delphi Corporation and its debtor-
affiliates' creditors and equity security holders pursuant to
Section 341 of the Bankruptcy Code on February 3, 2006, at 1:30
p.m., Prevailing Eastern Time.

The meeting will be held at 80 Broad Street, 2nd Floor, in New
York.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath.

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


DELTA AIR: Board Agrees to Pay Cuts as Part of Cost-Reduction Plan
------------------------------------------------------------------
The Board of Directors for Delta Airlines, Inc., unanimously
agreed to reduce its compensation package in order to participate
in the Company's cost reduction efforts, effective Nov. 1, 2005.  

The reduced compensation package includes:

   -- Annual Retainer: Reduced the annual retainer for non-
      employee directors from $25,000 to $20,000 (a 20%
      reduction).
   
   -- Chairman of the Board Retainer: Reduced the annual retainer
      paid to the non-executive Chairman of the Board from
      $150,000 to $112,500 (a 25% reduction).  This reduction was
      made at the request of the non-executive Chairman of the
      Board.  It is equivalent to the previously announced
      percentage reduction in the base salary of Delta's Chief
      Executive Officer, which will also become effective Nov. 1,
      2005.
   
   -- Deferred Annual Payment: Eliminated the annual $6,300
      deferred payment for non-employee directors who joined the
      Board after Oct. 24, 1996.
   
   -- Stock Grant to New Directors: Eliminated the one-time grant
      of $10,000 of Delta common stock to a new director upon his
      or her initial election to the Board.
   
   -- Non-Employee Directors' Stock Option Plan: Terminated the
      Delta Non-employee Directors' Stock Option Plan under which
      non-employee directors were eligible to receive grants of
      non-qualified stock options.
   
   -- Directors' Deferred Compensation Plan: Terminated the
      Directors' Deferred Compensation Plan, which permitted non-
      employee directors to defer receipt of all or a portion of
      their cash fees for services as a director.
   
   -- Non-employee Directors' Stock Plan: Terminated the Non-
      employee Directors' Stock Plan, which permitted directors to
      receive all or a portion of their cash fees for services as
      a director in shares of Delta's Common Stock at current
      market prices.

The Board of Directors also eliminated the annual retainer paid to
former members of the Board who were elected Advisory Directors
upon the completion of their service as a member of the Board of
Directors.

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.


DORAL FINANCIAL: Financial Non-Filing Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba1 the senior
debt of Doral Financial Corporation.  The ratings have been
downgraded a number of times since Moody's initial review process
began in April 2005.  According to Moody's, a number of negative
developments have occurred since the most recent downgrade, which
was on Sept. 6, 2005.

Doral has recently disclosed that it will not be able to file
restated financial reports as formerly indicated and this is the
main reason for the downgrade.  With a very strong position in the
Puerto Rico mortgage market, Doral's franchise remains robust.
Nevertheless, the negative outlook captures continued uncertainty
regarding the longer term prospects for Doral.  The audit
committee of the board of directors is continuing its
investigation into accounting and control issues.  The SEC's
previously informal inquiry has been expanded to a formal
investigation.  Furthermore, the company's preferred shares are
likely to be delisted from the NASDAQ.  Moody's said that
litigation and regulatory risks are high.

The rating agency noted that creditors have not elected to
accelerate debt repayments.  Therefore, said Moody's, liquidity
remains adequate to meet upcoming cash needs through mid-year
2007.  In addressing the negative outlook, Moody's said that any
credit deterioration including regulatory consequences or
liquidity issues could result in a review for possible downgrade
or in a further downgrade.

A partial list of ratings that have been downgraded:

               Doral Financial Corporation

    * Senior debt to Ba3 from Ba1 and
    * Subordinated debt to B1 from Ba2.

Doral Financial Corporation, headquartered in San Juan, Puerto
Rico, had total assets of $15 billion at December 31, 2004.


EASTMAN KODAK: Fitch Puts BB+ Rating on $2.7-Bil Sr. Secured Loan
-----------------------------------------------------------------
Fitch Ratings has downgraded Eastman Kodak Company's senior
unsecured debt to 'B+' from 'BB-', assigned a 'BB+' rating to
Kodak's new $2.7 billion senior secured credit facility, and
affirmed the issuer default rating of 'BB-'.  The Rating Outlook
remains Negative.  Approximately $4.4 billion of debt is affected
by Fitch's action, including $2.7 billion of secured facilities.

The downgrade of Kodak's senior unsecured debt reflects the
structural subordination as a result of the new $2.7 billion of
senior secured credit facilities and reduced recovery prospects.  
The secured credit facility rating incorporates Fitch's
expectations for superior recovery prospects based on the
significant assets pledged as security, which include the U.S.
assets of Kodak and its subsidiaries organized in the U.S.,
consisting of accounts receivable, inventory, personal property
and equipment, intellectual property, and investments, as well as
the capital stock of certain material subsidiaries of Kodak and
Kodak Graphic Communications Canada Company.

Kodak's low senior debt leverage of only 1.7 times, assuming the
facility is fully drawn for the latest 12 months ended Sept. 30,
2005, is also factored into the credit facility rating.

The affirmation of the 'BB-' IDR continues to consider the
accelerated erosion of Kodak's traditional film business resulting
in more extensive restructuring efforts, increasing volatility of
the company's financial and operating performance including
challenges associated with achieving digital profitability
targets, integration risk related to its multiple acquisitions
within the Graphics Communications Group, and continued pricing
pressure for digital cameras.

The Negative Outlook continues to reflect the timing and
uncertainty regarding the stability of earnings and digital
profitability and the financial impact that will result from
extensive, ongoing restructuring efforts.

Fitch believes Kodak's liquidity and financial flexibility remain
pressured, with cash declining to $610 million as of Sept. 30,
2005, compared with $1.3 billion at the end of fiscal 2004, but
have improved slightly as a result of the new $2.7 billion secured
credit facility.  The $2.7 billion secured credit facility
consists of a five-year, nearly undrawn $1 billion revolving
credit facility due October 2010; a seven-year, $1.2 billion term
B-1 loan maturing in October 2012; and a committed $500 million
delayed-draw term B-2 loan that is available through June 15,
2006.

In addition, the secured credit agreement includes a future
uncommitted term loan of up to $500 million, which, if requested
and approved by the lenders, would have terms agreed to at the
time of commitment and a maturity date at least six months after
the maturity of the term B loan on Oct. 18, 2012.  The $1.2
billion of proceeds from term loan B-1 were used to increase cash
levels by approximately $200 million and to refinance Kodak's
previous bank revolver, which was nearly fully drawn to fund the
$965 million acquisition of Creo, Inc.  Financial covenants for
the credit agreement include consolidated interest coverage of 3x
and consolidated leverage ranging from 4.75x at Dec. 31, 2005, to
3.5x at Dec. 31, 2006, based on a rolling four consecutive quarter
basis.

Although free cash flow after dividends on a year-to-date basis
through Sept. 30, 2005, was negative $464 million, Kodak has
historically experienced strong seasonality in its cash flow and
the company expects to generate cash in the fourth quarter of
2005.

Fitch estimates that Kodak will generate at least $600 million in
free cash flow after dividends in the fourth quarter of 2005,
despite an estimated $180 million of cash restructuring charges in
the quarter.  Kodak's ability to achieve Fitch's estimated FCF
forecast for the fourth quarter is contingent upon Kodak's ability
to achieve profitability targets and to successfully manage its
inventory, particularly traditional film inventory.  Failure to
achieve profitability and/or cash flow targets could result in
further negative rating actions.

Fitch believes the company's near-term debt maturities are
manageable, following Kodak's obtainment of the $2.7 billion
secured credit facility as it provides additional liquidity to
meet upcoming debt maturities of approximately $200 million in
November 2005 and $751 million in 2006.  Kodak's next significant
maturity is $271 million due in 2008.


ELDERCARE PROPERTIES: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: ElderCare Properties, Ltd.
        2605 Sagebrush Drive, Suite 103
        Flower Mound, Texas 75028

Bankruptcy Case No.: 05-71283

Type of Business: The Debtor operates a nursing home.

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtors' Counsel: Michael J. Urbis, Esq.
                  Jordan, Hyden, Womble & Culbreth, P.C.
                  1534 East 6th Street, Suite 104
                  Brownsville, Texas 78520
                  Tel: (956) 542-1161
                  Fax: (956) 542-0051

Total Assets: $1,539,368

Total Debts:  $2,329,196

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Texas State Bank              Accounts Receivable       $421,186
P.O. Box 8008                 Value of Security:
Weslaco, TX 78596             $1,185,827

American Pharmacy Services/   Goods and/or Services     $141,028
Omnicare P
P.O. Box 957947
Saint Louis, MO 63195-7947

Valley Educational Foundation Goods and/or Services      $76,593
P.O. Box 800
Alvarado, TX 76009

McKesson Medical-Surgical     Goods and/or Services      $57,800
Minnesota Supply, Inc.

MedCare Ems, Inc.             Goods and/or Services      $42,740

Rehabcare Group               Goods and/or Services      $40,427

Alimed, Inc.                                             $32,276

A.I. Credit Corporation                                  $23,351

Texas State Bank              Accounts Receivable        $20,979
                              Value of Security:
                              $1,185,827

BKD LLP                       Goods and/or Services      $17,605

KNVO-TV 48                    Goods and/or Services      $13,650

Philadelphia Insurance Cos.   Goods and/or Services      $12,184

Rio Grande Valley Mobile      Goods and/or Services       $9,673
X-Rays

William, Cain                 Goods and/or Services       $8,207

Roerig, Oliveira & Fisher     Goods and/or Services       $7,954

U.S. Food Service             Goods and/or Services       $7,768

BKD                           Goods and/or Services       $7,479

Gulf South Medical Supply     Goods and/or Services       $6,633

Physician Laboratory Services Goods and/or Services       $6,577

Aflac Remittance Processing   Goods and/or Services       $6,394


ENRON CORP: Court Okays Claims Settlement Pact on Brazos Financing
------------------------------------------------------------------
The Hon. Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approves the Settlement Agreement
among Reorganized Enron Corporation and its debtor-affiliates,
their non-Debtor affiliates, JP Morgan Chase Bank, and certain
lenders in connection with the Brazos Financing Structure.

As previously reported, on or before the Bar Date, JPMC:

     (i) as Agent on behalf of the Lenders, filed Claim No. 11224;
         and

    (ii) on behalf of Brazos, filed Claim No. 11225,

against Enron Corp. for claims arising in connection with, among
other things, the April 14, 1997 Guaranty, the April 14, 1997
Credit Agreement and the May 14, 2002 Forbearance Agreement.

In addition, JPMC filed 70 proofs of claim against the Debtors
relating to the Brazos Financing.  Each of the JPMC Claims
asserts claims in an unliquidated amount against 70 Debtors
arising out of, in connection with, or related to:

     1. the Transaction Documents and any related documents;

     2. the use and occupancy of Enron Center North; and

     3. any acts or omissions of those Debtors, which may have
        harmed or caused damage to the Claimant.

On Jan. 18, 2005, JPMC filed a Request for Payment of
Administrative Expense Claim pursuant to which it asserted that
Enron Leasing Partners, L.P., has an administrative rent claim
against Enron and its affiliated Debtors for their use and
occupancy of Enron Center North.

On Sept. 26, 2003, Enron and several of its affiliates commenced
an adversary proceeding against, among other persons, JPMC and
certain Lenders.

ELP, a non-Debtor affiliate of Enron, holds a scheduled,
prepetition claim against Enron for $472,369,095 and an
administrative rent claim for $8,300,000 pursuant to the
Sublease, dated April 14, 1997.  ELP holds a scheduled,
prepetition claim against Enron Property & Services Corp. for
$7,933,829.

Enron Property Management Corp. holds a scheduled prepetition
claim against Enron for $6,645,738.

ELP holds an 80.2% preferred stock interest in EPHC.  EPHC holds
a scheduled prepetition claim against Enron for $109,878,637.  As
part of the Debtors' comprehensive review and reconciliation of
all filed and scheduled claims, Enron determined that the
Original EPHC Claim is no longer accurate and that Enron's
liability to EPHC is $131,992,165.  ELP's net interest in
Enron Pipeline Holding Company, a non-Debtor affiliate of Enron,
is $99,593,207.

The salient terms of the Settlement are:

    (1) Enron's non-Debtor affiliate, Organizational Partner,
        Inc., will pay $5,000,000, ELP will pay $3,620,470, and
        EPMC will pay $1,474,235, to the Settling Lenders;

    (2) on the Closing Date:

          (i) the ELP Claim will be fully allowed as a Class 4
              general unsecured claim against Enron,

         (ii) the EPSC Claim will be fully allowed as a Class 4
              general unsecured claim against EPSC,

        (iii) the EPMC Claim will be fully allowed as a Class 4
              general unsecured claim against Enron,

         (iv) upon the liquidation and dissolution of EPHC, a
              evidenced by the filing with the Delaware Secretary
              of State of a Certificate of Dissolution of EPHC,
              the Amended EPHC Claim will be allowed in amount
              equal to the Net EPHC Claim as a Class 4 general
              unsecured claim against Enron,

          (v) the Guaranty Claim will be allowed as a Class 4
              general unsecured claim against Enron for
              $117,811,631, and

         (vi) the Administrative Rent Claim will be fully allowed
              as an administrative claim against Enron;

    (3) On the Closing Date with respect to all Allowed Claims
        except the EPHC Claim, and on the EPHC Dissolution Date
        with respect to the allowed portion of the EPHC Claim, the
        amount of each Allowed Claim set forth for each Settling
        Lender will be deemed to be assigned to the Settling
        Lender without the need for any additional documentation
        or the entry of any additional orders of the Bankruptcy
        Court;

    (4) the distribution of the Allowed Claims will be made in
        accordance with the Plan and will be paid to the Settling
        Lenders after the deduction of any out-of-pocket fees and
        expenses, if any, owing to the Agent in respect of the
        Allowed Claims;

    (5) In the event that any Settling Lender holds or owns any
        debt or obligations under the Credit Agreement, which were
        held or owned by a Named Defendant as of the Petition
        Date, that portion of any distributions attributable to
        the Guaranty Claim will be placed into the Disputed Claims
        Reserve in accordance with the terms and conditions of the
        Plan.  Any holder of the Recovery Action Indebtedness will
        receive no distributions on account of the Recovery Action
        Indebtedness with respect to the Guaranty Claim until the
        earliest to occur of:

          (a) entry of a Final Order in the Adversary Proceeding
              dismissing the claims and causes of action asserted
              against the defendant, in which case, any
              distributions so reserved will be released to the
              Agent, on behalf of the holder of Recovery Action
              Indebtedness;

          (b) entry of a Final Order granting the relief requested
              in the Adversary Proceeding, in which case, any
              distributions so reserved will be released to Enron
              or its designee or, in the event that the Litigation
              Trust has been created and Litigation Trust Claims
              are assigned thereto, to the Litigation Trust, as
              the case may be;

          (c) the entry of a Final Order declaring that the
              amounts attributable to the Guaranty Claim are not
              subject to any potential objection, offsets, or
              other challenges, including equitable subordination,
              and directing a release of the distribution that has
              been placed into the Disputed Claims Reserve to the
              Settling Lender; and

          (d) entry of a Final Order compromising and settling the
              claims and causes of action asserted against such
              defendant in the Adversary Proceeding, in which
              case, any distributions so reserved will be
              released to the party entitled thereto;

    (6) The Enron Parties and the Settling Lenders will release
        each other from all claims relating to the Synthetic Lease
        Transaction;

    (7) On the Closing Date, each claim, other than the Allowed
        Claims and any counterclaim with respect to any other
        actions initiated by any Enron Party or any subsidiary or
        affiliate of an Enron Party in connection with the
        Synthetic Lease Transaction will be deemed irrevocably
        withdrawn, with prejudice, and to the extent applicable
        expunged and disallowed, with respect to that portion of
        the claim applicable to a Settling Lender; and

    (8) The rights, remedies, claims and obligations of any Lender
        which is not a Party to the Settlement Agreement as a
        Settling Lender with respect to that Remaining Lender's
        Loans and Notes and that Remaining Lender's interests in
        or under the Credit Agreement and the other Credit
        Documents are in no way affected, diminished, impaired or
        released by the Settlement Agreement.  Any Remaining
        Lender may elect to become a Settling Lender by executing
        a copy of the Settlement Agreement prior to the entry of
        a Court Order approving the Settlement.

The Settling Parties and their pro rata share of the
distributions are:

     Settling Party                        Pro Rata Share
     --------------                        --------------
     ABN AMRO BANK N.V.                    0.072472958524
     B Office LLC                          0.072472958524
     BZ Realty Holdings Ltd                0.269876573904
     Bank One, NA                          0.047107423025
     Contrarian Funds, LLC                 0.036236479284
     Credit Suisse, New York & Cayman Is   0.047107423025
     Deutsche Batik Trust Company America  0.036236479284
     Edouard VII Properties, Inc.          0.047107423025
     Goldman Sachs Credit Partners L.P.    0.077993627048
     JPMorgan Chase Bank, N.A.             0.101335314281
     Mizuho Global, Ltd.                   0.083343902310
     Royal Bank of Canada                  0.072472958524
     Wachovia Bank National Association    0.036236479284

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

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
161; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Wants Court to Bless SRP Settlement Agreement
---------------------------------------------------------
Debtors Enron Corp., Enron North America Corp., Enron Power
Marketing, Inc., Enron Energy Marketing Corp., Enron Energy
Services, Inc., ENA Upstream Company, LLC, Enron Energy Services
North America, Inc., Enron Capital & Trade Resources
International Corp., Enron Energy Services, LLC, Enron Energy
Services Operations, Inc., and Enron Natural Gas Marketing Corp.
ask the Court to approve their Settlement and Release of Claims
Agreement with:

    -- two Enron Non-Debtor Gas Entities:

          * Enron Canada Corp.,
          * Enron Compression Services Company, and
          * Enron M.W., L.L.C.; and

    -- the SRP Parties:

          * New West Energy Corp., and
          * Salt River Project Agricultural Improvement & Power
            District.

New West filed six separate unliquidated proofs of claim against
these Debtors:

             Claim No.               Debtor
             ---------               -------
               13047                 Enron
               13054                 EPMI
               13055                 EEMC
               13066                 ENA
               13067                 EESO
               13068                 EESI

The New West Claims allege that New West was forced to abandon
its business in California due to the high wholesale electricity
prices that existed in 2000 and 2001 as a result of the illegal
conduct by the Debtors or other Enron entities.

Salt River Project also filed claims in the Debtors' Chapter 11
cases including four partially unliquidated and partially or
fully unliquidated claims:

    -- Claim No. 13060 against EPMI for $5,235,687, seeking
       damages based on EPMI's alleged breach of Western Systems
       Power Pool Agreements and a Firm Wholesale Power Agreement
       between the parties and asserting additional claims against
       EPMI and other Enron entities, which were unliquidated,
       involving balances at the California Power Exchange,
       balances at the Automated Power Exchange, balances at the
       California Independent System Operator, and balances
       resulting from other proceedings before the Federal Energy
       Regulatory Commission, in various courts, and before the
       California Public Utilities Commission;

    -- Claim No. 13029 against EESI;

    -- Claim No. 13057 against EPMI; and

    -- Claim No. 13069 against ENA.

The Debtors, the Enron Non-Debtor Gas Entities and the SRP
Parties have reached an agreement resolving their disputes.
Among others, the Settlement provides that:

    (1) Claim No. 13060 will be allowed as a Class 6 general
        unsecured claim against EPMI in the additional agreed-to
        amount of $2,700,000;

    (2) the New West Claims will be expunged and disallowed;

    (3) Claim Nos. 13029, 13057 and 13069 will be expunged and
        disallowed.

The Settlement Agreement is a comprehensive resolution of complex
and disputed regulatory proceedings, bankruptcy and adversary
proceedings, appellate proceedings, litigations and
investigations concerning numerous issues and allegations arising
from events in the California and western electricity and natural
gas markets, Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, in New York, points out.  The Settlement will avoid future
disputes and litigation concerning these matters since the
parties have agreed to release one another from claims, causes of
action, obligations and liabilities with respect to the matters
addressed in the Settlement Agreement.

The Settlement, Mr. Smith continues, will also result in the
resolution of millions of dollars in claims filed by the SRP
Parties arising from the Debtors' alleged activities in the
California and western electricity and natural gas markets.

The Debtors believe that the compromise embodied in the
Settlement Agreement is fair, equitable and reasonable.

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

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


ENTERGY NEW ORLEANS: Court Okays Up To $200 Mil. of DIP Financing
-----------------------------------------------------------------          
As previously reported, the U.S. Bankruptcy Court for the Eastern
District of Louisiana authorized Entergy New Orleans, Inc., on an
interim basis, to borrow up to $100,000,000.

Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in Baton Rouge, Louisiana,
relates that the Debtor at the Interim DIP Hearing agreed that it
would not borrow more than the interim borrowing limit.  However,
the Debtor reserved its rights to borrow additional funds under
the DIP Credit Agreement, if needed in its unprecedented post-
hurricane efforts.

Ms. Futrell tells the Honorable Jerry A. Brown of the Bankruptcy
Court for the Eastern District of Louisiana that the Debtor
anticipates that its borrowing under the DIP Credit Agreement will
exceed, or nearly exceed the Interim Borrowing Limit.

Hence, the Debtor asks the Court to enter a second interim order
authorizing it to increase the Interim Borrowing Limit to
$200,000,000, pursuant to Sections 364(c) and 364(d) of the
Bankruptcy Code and the DIP Credit Agreement.

The Debtor does not seek to impose priming liens under the Second
Interim Order on the assets encumbered by liens in favor of
existing prepetition creditors.  However, the Debtor propose to
grant the panoply of available liens and protections in the
Second Interim Order that are available under the Bankruptcy Code
short of the priming lien, and to have any priming lien granted
under the Final Order apply nunc pro tunc to advances made under
the Second Interim Order.

                           Responses

A) Interim Creditors Committee

The interim Official Committee of Unsecured Creditors appointed
in the Debtor's case recognizes that until the City of New
Orleans is repopulated and industrial, commercial and residential
customers resume electric and gas utilization approaching
historical levels, the Debtor will almost certainly need cash
from third-party sources to cover the difference between severely
degraded revenue and unavoidable operating costs.

Nonetheless, the Committee notes that until late in the day on
October 24, 2005, no parties-in-interest had been provided with
any information regarding the Debtor's need for the additional
DIP financing.  Moreover, the Committee attests that nothing was
received prior to October 24 regarding the sources and uses of
the financing authorized in the Court's Interim Order.

Under normal circumstances, a creditor's committee would object
to any borrowing by a Chapter 11 debtor without advance notice
and opportunity to evaluate the justification and need for such
borrowing.  However, the Committee recognizes the extremely
difficult conditions under which the Debtor is operating and that
virtually all resources are dedicated to the restoration effort.

Accordingly, the Committee supports the Debtor's request for
essential third party funding of a financial bridge.  

The Committee reserves its right to investigate further and, if
appropriate, object to forecasted expenditures that it determines
are not necessary or proper to the restoration effort and the
Debtor's financial rehabilitation.

B) The Bank of New York

The Bank of New York, as indenture trustee pursuant to a Mortgage
and Deed of Trust dated as of May 1, 1987, objects to any
increase in the Debtor's Initial Borrowing Limit because the
Debtor has not provided any budget or other pertinent information
regarding its interim emergency credit.

Clayton T. Hufft, Esq., at Heller, Draper, Hayden, Patrick and
Horn, L.L.C., in Baton Rouge, Louisiana, relates that the Bank is
aware extenuating circumstances caused by Hurricanes Katrina
and Rita may have prevented the Debtor from presenting to the
Court and parties-in-interest a budget showing the anticipated
expenditures it was required to make to avoid immediate and
irreparable harm.

However, Mr. Hufft notes that weeks have passed and the Debtor
has had sufficient time to prepare a proposed budget for the
additional funds it is requesting.  Indeed, Mr. Hufft recounts,
on October 19, 2005, the Debtor publicly disclosed a revised
estimate of its storm restoration and business continuity costs
and reduced those estimates to $260 to $325 million, so it is
clear that the Debtor has performed a detailed analysis of the
costs.

Thus, Mr. Hufft contends that there is no justification for the
Debtor to request additional funding without first disclosing:

   a) how the initial $100 million was expended;

   b) whether the funds were used to pay emergency costs or costs
      which it could have deferred payment on but elected to pay
      for business reasons; and

   c) its anticipated expenditures under the DIP Facility until
      the Final Hearing.

The Bank also objects to any effort by the Debtor to impose a
priming lien on the bond collateral to secure the advances made
under the DIP facility.  The Bank does not believe that the Bond
Collateral can be primed by the DIP Facility, especially nunc pro
tunc to the Petition Date.

"[T]here is no current indication that the Debtor can establish
at the Final Hearing any form of adequate protection for the Bond
Collateral to justify a priming lien in the amount of $200
million," Mr. Hufft tells Judge Brown.

Moreover, Mr. Hufft points out that nothing in the Bankruptcy
Code or otherwise, prevents Entergy Corporation from providing
interim postpetition financing to the Debtor to the limited
extent necessary to avoid immediate and irreparable harm without
seeking a priming lien on the Bond Collateral.  "Funding by
Entergy of any immediate cash requirements of the Debtor would be
inconsistent with Entergy's historical practice of providing its
subsidiaries, including the Debtor, with access to funds through
an inter-company borrowing pool -- an available funding source
which would not seek to shift to the Bondholders the financial
risks of operating Entergy's subsidiary," Mr. Hufft explains.

C) FGIC

Financial Guaranty Insurance Company agrees with Bank of New
York's assertions.  Notwithstanding, FGIC reserves all of its
rights to object to the final consideration of the DIP Motion,
including, but not limited to, the imposition of a "priming" lien
on the Bond Collateral.

D) Boh Bros.

Christy R. Bergeron, Esq., at Kingsmill Riess, L.L.C., in
Houston, Texas, relates that Boh Bros. Construction Co., Inc.,
performed vital prepetition services for the Debtor related to
the Hurricane Katrina reconstruction efforts, and has continued
to provide those services postpetition conditioned on the
Debtor's assurances that it would be paid all amounts owed.  "It
was based on these assurances that Boh Bros. continued to work
for the Debtor," Ms. Bergeron notes.

Boh Bros. tells the Court that it has not received all the
amounts it is owed from the Debtor.  Accordingly, Boh Bros. is
seeking assurances that it will receive payment for all amounts
it is owed for pre- and postpetition work as a condition for its
continued work.

                          *     *     *

Judge Brown finds that the Debtor has an immediate need for an
increase in the maximum interim borrowing amount.  Hence, the
Court authorizes the Debtor, on an interim basis, to borrow up to
$200,000,000 pursuant to the DIP Agreement.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Section 341(a) Meeting Set on November 18
--------------------------------------------------------------          
R. Michael Bolen, the United States Trustee for Region 5, will
convene a meeting of Entergy New Orleans, Inc.'s creditors at
11:00 a.m. Eastern Time, on November 18, 2005.  The meeting will
be held at Room 107, 707 Florida Street in Baton Rouge,
Louisiana.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: U.S. Trustee Appoints 3-Member Interim Panel
-----------------------------------------------------------------          
Pursuant to Sections 1102(a) and 1102(b)(1) of the Bankruptcy
Code, R. Michael Bolen, the United States Trustee for Region 5,
appoints three creditors to serve as the Interim Committee of
Unsecured Creditors in Entergy New Orleans Inc.'s chapter 11 case:

      (1) Apache Corporation
          Attn: Roxanne Armstrong
          2000 Post Oak Blvd.
          Houston, Texas 77056-4400
          Tel: (713) 296-6501
          Fax: (713) 296-6501

      (2) Western Gas Resources, Inc.
          Attn: Brian Jeffries
          1099 - 18th Street, Suite 1200
          Denver, Colorado 80202
          Tel: (303) 452-5603
          Fax: (303) 457-9748

      (3) Magnus Entergy Marketing, Inc.
          Attn: Robert Helm
          800 N. Shoreline, Suite 9005
          Corpus Christi, Texas 78401
          Case No. 05-17697
          Tel: (361) 844-6035
          Fax: (361) 888-4418

The U.S. Trustee will finalize the Committee after the First
Meeting of Creditors under Section 341 scheduled for November 18,
2005.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EVANSTON INC: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Evanston, Inc.
        Post Office Box 40788
        North Charleston, South Carolina 29418

Bankruptcy Case No.: 05-13674

Type of Business: The Debtor specializes in property leasing,       
                  management and development.

Chapter 11 Petition Date: October 14, 2005

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  Ivan N. Nossokoff, LLC
                  25 Cumberland Street
                  Charleston, South Carolina 29401
                  Tel: (843) 577-5292
                  Fax: (843) 723-3159

Total Assets: $9,451,179

Total Debts:  $4,100,876

Debtor's 11 Largest Unsecured Creditors:

      Entity                                     Claim Amount
      ------                                     ------------
   Internal Revenue Service                           $67,625
   1835 Assembly Road, RM 548
   MDP 37
   Columbia, SC 29201

   Everhome Mortgage                                  $32,752
   P.O. Box 530580
   Atlanta, GA 30353

   Riser, McClaurin, & Gibbons                         $7,500
   P.O. Box 60250
   Attn: Barry McClaurin   
   North Charleston, SC 29406

   Brouorton Roofing                                   $4,325

   Accusweep                                           $2,800

   Risk Tech                                           $1,800

   Burke Airconditioning                               $1,365

   Susan Teschner, Esq.                                  $787

   Service Master                                        $778

   Asphalt Doctors                                       $495

   Lankford Plumbing                                     $345


EXIDE TECH: Eight Directors Buy Restricted Shares & Stock Options
-----------------------------------------------------------------
In separate filings with the Securities and Exchange Commission
on Oct. 14, 2005, eight directors of Exide Technologies, Inc.,
disclose that they recently acquired shares of restricted common
stock and stock options in the Company:

                                 Shares of
                                Restricted       Stock
                               Common Stock     Options
      Officer                    Acquired       Acquired
      --------                 ------------     --------
      Dappolonia, Michael R.       4,036          5,673
      Demetree, Mark C.            4,036          5,673
      Ferguson, David S.           4,036          5,673
      Martineau, Phillip M.        4,036          5,673
      Reilly, John Paul            4,036          5,673
      Ressner, Michael P.          4,036          5,673
      Wetzel, Carroll R.           4,036          5,673
      York, Jerome B.              4,036          5,673

The conversion or exercise price of the stock options is $4.955.
The Restricted Common Stock and Stock Options were granted
pursuant to the 2004 Stock Incentive Plan.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and    
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


FIRSTBANK PUERTO: SEC Investigation Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term deposit rating
of FirstBank Puerto Rico to Ba1 from Baa3 and its short-term
deposit rating to Not Prime from Prime-3.  The bank's financial
strength rating remains D+.  The ratings remain under review for
possible downgrade. The ratings had been placed under review for
possible downgrade on Oct. 3, 2005, prompted by the then sudden
and unexplained resignations of the CEO and CFO from their
management positions at First BanCorp.  First BanCorp is the
parent of FirstBank Puerto Rico.

Moody's rating action follows the announcement that the SEC has
initiated a formal order of investigation related to mortgage loan
purchases.  Combined with the ongoing review, being conducted by
outside law firms on behalf of the audit committee of First
BanCorp's board of directors, the potential for adverse regulatory
consequences is heightened.  First BanCorp has yet to file its
second quarter 2005 10Q report and the audit committee of First
BanCorp's board has undertaken a review of the accounting
treatment of mortgage loan purchases as well as other financial
control issues.  According to Moody's, the review for possible
downgrade reflects the potential for further regulatory pressures
and potential litigation risk.  The rating agency added that a
long and protracted audit committee review could have management
repercussions, in addition to the management changes that have
already taken place.

Moody's also assumes that internal controls failures will also be
announced in due course.  The ratings are sustained by the breadth
of franchise including a branch network in Puerto Rico and the
bank's strong market share in the U.S. Virgin Islands.  The rating
agency said that liquidity appears to be adequate at the bank and
holding company.

A partial list of ratings that have been lowered and remain under
review for possible downgrade:

                     FirstBank Puerto Rico

    * Long-term Bank Deposits to Ba1 from Baa3
    * Issuer and Senior Unsecured Debt to Ba2 from Ba1
    * Subordinated Debt to Ba3 from Ba2

The bank financial strength rating, unchanged at D+, remains under
review for possible downgrade.  Short-term bank deposits were
lowered to Not Prime from Prime-3.

First BanCorp, Puerto Rico, headquartered in San Juan, Puerto
Rico, had total assets of approximately $17.4 billion at March 31,
2005.  FirstBank Puerto Rico accounts for nearly 98% of First
BanCorp's consolidated total assets.


FIRST HORIZON: Fitch Assigns Low-B Ratings to $735K Cert. Classes
-----------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. $202.73 million
mortgage pass-through certificates, series 2005-7 class A-1
through A-14, A-PO, A-R, certificates 'AAA'.  In addition, Fitch
rates:

     -- $4,412,000 class B-1 'AA';
     -- $1,261,000 class B-2 'A';
     -- $630,000 class B-3 'BBB';
     -- $420,000 class B-4 'BB';
     -- $315,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 2.10% class B-1, the 0.60% class B-
2, the 0.30% 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 certificates.  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 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 reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, Oct. 1, 2005, pool I consists of 367
conventional, fully amortizing, 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $210,089,711.  
The average principal balance of the loans in this pool is
approximately $572,452.  The mortgage pool has a weighted average
original loan-to-value ratio of 70.16%.  The weighted average FICO
score is approximately 741.  The states that represent the largest
portion of the mortgage loans are California, Virginia, Maryland,
and Washington.  All other states represent less than 5% of the
pool 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,
the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings Web site at http://www.fitchratings.com/

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-7, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FOOTSTAR INC: U.S. Trustee Amends Creditors Committee Membership
----------------------------------------------------------------
The U.S. Trustee for Region 2 amended the appointment of creditors
to serve on the Official Committee of Unsecured Creditors of
Footstar, Inc., and its debtor-affiliates.  

Rockport Company, a subsidiary of Reebok International Inc., has
replaced Reebok International in the Committee.

The Creditors' Committee's current members are:

        1. S. Goldberg & Co., Inc.
           d/b/a SGFootwear Co.
           20 East Broadway
           Hackensack, New Jersey 07601-6892
           Attn: Bernard Leifer, President
           Tel: 201-342-1200
           Fax: 201-342-4405

        2. Simon Property Group, LP
           115 West Washington Street
           Indianapolis, Indiana 46204
           Attn: Ronald M. Tucker, Esq.
           Tel: 317-263-2346
           Fax: 317-263-7901

        3. Mercury International Trading Corporation
           19 Alice Agnew Drive
           North Attleboro, Massachusetts 02761
           Attn: Mr. Louis R. Rotella, Executive VP - CFO
           Tel: 508-699-9000
           Fax: 508-699-9088

        4. Longacre Management, LLC
           810 Seventh Avenue
           New York, New York 10019
           Attn: John Brecker
           Tel: 212-259-4300
           Fax: 212-259-4343

        5. SPCP Group, LLC
           as agent for Silver Paint Capital Fund, L,P.
           and Silver Point Capital Offshore Fund, Ltd.
           Two Greenwich Plaza
           Greenwich, Connecticut 06830
           Attn: Michael A. Gatto
           Tel: 203-542-4031
           Fax: 203-542-4100

        6. Rockport Company
           1895 J.W. Foster Boulevard
           Canton, Massachusetts 02021
           Attn: Richard L. Fay, Sr. Dir. Credit/Collections
           Tel: 781-401-7260
           Fax: 781-401-7567

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 West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


HIGH VOLTAGE: Asks Court to Approve Ricci Consultants' Retention
----------------------------------------------------------------
Stephen S. Gray, the chapter 11 trustee of High Voltage
Engineering Corp. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for authority to employ Ricci Consultants, Incorporated,
as his actuarial consultant with respect to:

   * the termination of the High Voltage Engineering Corporation
     Retirement Plan; and

   * the resolution of the Pension Benefit Guaranty Corporation's
     claim arising from the proposed termination of the pension
     plan.

Stephen Ricci, president of Ricci Consultants, will be the
Debtor's primary consultant.  

Ricci Consultants' professionals' hourly billing rate ranges from
$50 to $250.

The Debtor asked the Court in September for permission to retain
Ricci Consultants as his actuarial consultant.  The Court denied
the Debtor's request based on Mr. Ricci's affidavit disclosing
that his Firm will share a portion of its compensation with The
Bostonian Group, which referred the Firm to the Debtor.  The Court
said that the compensation sharing violates Section 504(a) of the
Bankruptcy Code.

In his second affidavit, Mr. Ricci states his Firm no longer
intends to share any portion of its compensation with any other
entity, including the Bostonian Group.

To the best of the Debtor's knowledge, Ricci Consultants is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and        
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.  
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.  
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represents the chapter 11 Trustee.


HIGH VOLTAGE: Ch. 11 Trustee Wants to Reject Executory Contracts
----------------------------------------------------------------
Stephen S. Gray, the chapter 11 Trustee appointed in High Voltage
Engineering Corp. and its debtor-affiliates' chapter 11
proceedings, completed the sale of substantially all of Robicon
Corporation's assets to Siemens Energy & Automation, Inc., on
July 15, 2005.  In connection with the sale, Mr. Gray assumed and
assigned certain executory contracts to Siemens to which Robicon
was a party.

On Sept. 2, 2005, Mr. Gray completed the sale of certain HVE
assets, related particularly to Evans Analytical Group, to EAG
Acquisition LLC.  Similarly, Mr. Gray assumed and assigned to EAG
certain executory contracts to which HVE was a party.

Against this backdrop, Mr. Gray asks the U.S. Bankruptcy Court for
the District of Massachusetts, Eastern Division, for permission to
reject certain unexpired executory contracts that were not assumed
by Siemens or EAG and to which Robicon, High Voltage or Ansaldo
Ross Hill, Inc., are parties.

Mr. Gray tells the Court that if he is authorized to reject the
contracts, he will soon know the amount of the claims asserted
against the Debtors arising from the rejection.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and        
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.  
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.  
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represents the chapter 11 Trustee.


HIGH VOLTAGE: U.S. Trustee Amends Equity Committee Membership
-------------------------------------------------------------
The United States Trustee for Region 1 amended the Official
Committee of Equity Interest Holders in High Voltage Engineering
Corp. and its debtor-affiliates' chapter 11 cases.

J Goldman Master Ltd. Partnership withdrew as a member of the
Equity Committee.  The Committee's members are:

    1. Basso Multi-Strategy Holding Fund, Ltd.
       Attn: Dixon Yee
       1266 E. Main Street
       Stamford, Connecticut 06302
       Phone: 203-352-6129, Fax: 203-352-6193
       Email: dyee@bassocap.com

    2. IFC Acquisition Group, LLC
       Wilfrid Aubrey Growth Fund, LP.
       Wilfrid Aubrey International, Ltd.
       Attn: Nicholas W. Walsh, CFA
       3 Sheridan Square, Suite #11E
       New York, New York 10014
       Phone: 212-675-4906, Fax: 212-255-6624
       Email: walshn@wilfridaubrey.com

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and        
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products that are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.  
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.  
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represents the chapter 11 Trustee.


HIRSH INDUSTRIES: Committee to Conduct Rule 2004 Examination
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave its permission to the Official Committee of Unsecured
Creditors appointed in Hirsh Industries, Inc., and its debtor-
affiliates' chapter 11 cases, to conduct an examination pursuant
to Rule 2004 of the Bankruptcy Code of:

    (1) Philip Schneider & Associates, Inc.,
    (2) Stout Risius Ross, and
    (3) Deloitte & Touche LLP.

The tells the Court that the additional examinations are necessary
in order to:

    (a) understand a number of documents produced by the Debtors
        in discovery;

    (b) follow-up on statements made in the course of the 2004
        examination of Douglas Smith, chairman and principal
        shareholder of Hirsh Industries; and

    (c) understand the issues raised in an adversary proceeding
        filed by Mr. Smith.

The Committee wants to conduct 2004 examinations and order the
production of certain documents relevant to the subject of such
examinations to:

    (1) Philip Schneider and the individuals in the Firm having
        personal knowledge of the "Appraisal of the Fair Market
        Value of Hirsh Industries, Inc. as of Jan. 1, 2001,"
        commissioned by Hirsh and produced by Hirsh in discovery,
        and the production by Philip Schneider of all work papers
        and supporting documentation in possession of Philip
        Schneider associated with the said "appraisal.";

    (2) Stout Risius and individuals in the Firm having personal
        knowledge with regard to the 2005 valuation report
        prepared by Stout Risius produced by Hirsh in discovery,
        and production by Stout Risius of all work papers and
        supporting documentation in possession of Stout Risius
        associated with the said 2005 valuation reports; and

    (3) Deloitte & Touche with regard to its Independent Auditors'
        Report of the consolidated balance sheets and the related
        consolidated financial statements as of Dec. 31, 2004 and
        2003, produced by Hirsh in discovery, and production by
        Deloitte & Touche of all work papers and supporting
        documentation in possession of Deloitte & Touche
        associated with the said consolidated balance sheets and
        financials statements.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


IKON OFFICE: Earns $20 Million of Net Income in Fourth Quarter
--------------------------------------------------------------
IKON Office Solutions (NYSE:IKN) reported results for the fourth
quarter and fiscal year ended Sept. 30, 2005.  Net income from
continuing operations for the fourth quarter was $20 million.

"Our performance during the quarter confirmed that we are headed
in the right direction," said Matthew J. Espe, IKON's Chairman and
Chief Executive Officer.  "Our momentum in both the Mid-Market and
in National Accounts continued to deliver positive results.  We
increased placements of new digital black and white office
equipment by 7%.  Color equipment revenue grew 11% and color copy
volume increased 48% as compared to the fourth quarter of fiscal
2004.  In addition, this was our sixth consecutive quarter of
record performance for placements of the IKON CPP 500, with 96%
growth year over year from this important 50 page per minute
production color multifunction system.  These are all positive
trends that we expect to continue as we begin our new fiscal
year."

Total revenue for the fourth quarter of fiscal year 2005 was $1.1
billion, compared to $1.14 billion for the fourth quarter of
fiscal year 2004, a decline of 3%.  Targeted revenue, which
represents 98% of total revenue and excludes revenue from North
American lease financing and de-emphasized technology hardware
businesses, declined 1% compared to the prior year.  When further
adjusted for the sale of the Company's operating subsidiaries in
France and Mexico, targeted revenue was flat year-to-year.  
Foreign currency translation had a positive impact on total
revenue of 0.3%.

IKON Office Solutions, Inc. -- http://www.ikon.com/-- the world's  
largest independent channel for copier, printer and MFP
technologies, delivers integrated document management solutions
and systems, enabling customers worldwide to improve document
workflow and increase efficiency.  IKON integrates best-in-class
systems from leading manufacturers, such as Canon, Ricoh, Konica
Minolta, EFI and HP, and document management software from
companies like Captaris, EMC (Documentum), Kofax and others, to
deliver tailored, high-value solutions implemented and supported
by its global services organization--IKON Enterprise Services.  
With fiscal year 2005 revenue of $4.4 billion, IKON has
approximately 26,000 employees in 450 locations throughout North
America and Western Europe.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Moody's Investors Service affirmed the Ba2 corporate family rating
of IKON Office Solutions and assigned a Ba2 rating to the proposed
$225 million ten-year senior unsecured notes to be issued under
SEC Rule 144A.  Moody's said the ratings outlook remains negative.


KAISER ALUMINUM: Gets Ct. OK to Extend Deadline to Remove Actions
-----------------------------------------------------------------
Judge Fitzgerald extends Kaiser Aluminum Corporation and its
debtor-affiliates' Removal Deadline to the later of 30 days:

    -- after the effective date of the Plan of Reorganization; and

    -- after the entry of an order terminating the automatic stay
       with respect to a particular action sought to be removed.

The Debtors' right to remove insurance proceedings against certain
insurers pending in the San Francisco Superior Court, in
California, expired on September 12, 2004.

As previously reported in the Troubled Company Reporter on
September 28, 2005, the Debtors are parties to a wide-variety of
non-asbestos prepetition litigation.  Kaiser
Aluminum & Chemical Corporation is also a party to a significant
number of prepetition asbestos-related proceedings that are
pending in various courts throughout the country.   

Due to several factors, including the number of Actions involved
and the complex nature of the Actions, the Debtors have not yet
determined which, if any, of the Actions should be removed and, if
appropriate, transferred to the District of Delaware.

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: Insurers Want Motion to Enforce Stay Denied
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on  
October 12, 2005, Kaiser Aluminum Corporation and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to enforce the automatic stay and direct the Insurers to
dismiss their state court motion.

Because the Insurers' actions have been deliberate and willful,
the Debtors also ask the Court to sanction the Insurers by
requiring them to reimburse the Debtors for the attorneys' fees
and expenses incurred in filing and litigating the stay request.

Gregory M. Gordon, Esq., at Jones Day, in Dallas, Texas, relates
that at the September 1, 2005, Disclosure Statement Hearing,
certain insurers complained that the confirmation schedule set by
the U.S. Bankruptcy Court for the District of Delaware did not
provide them with enough time to conduct discovery and litigate
issues relating to Kaiser Aluminum Corporation and its debtor-
affiliates' pending plan of reorganization.  The Insurers alleged
that the Debtors' Plan is not "insurance neutral."

At the omnibus hearing held on September 26, 2005, the Insurers
also complained that some of the deadlines in a proposed pretrial
scheduling order were too short and did not provide them with
enough time to conduct discovery.  Hence, the Court agreed to
extend some of those deadlines.

Consistent with their asserted intention to litigate alleged
confirmation issues, including the proposed transfer of insurance
rights under the Debtors' Plan, the Insurers filed a number of
pleadings with the Bankruptcy Court, including:

    -- a motion for more definite statement seeking certain
       modifications to the Debtors' plan of reorganization;

    -- a motion for access to Bankruptcy Rule 2019 statements; and

    -- an omnibus objection to silica personal injury claims.

           Creditors Committee Supports Debtors' Request

The Official Committee of Unsecured Creditors asserts that the
Insurers' request is improper because it seeks to substantially
impair the value of the insurance policies by precluding Kaiser
Aluminum & Chemical Corporation from transferring rights in and
proceeds from those policies pursuant to the Debtors' Plan of
Reorganization.

The Creditors Committee also finds the Insurers' request as an
improper collateral attack on the Plan and on the Bankruptcy
Court's exclusive jurisdiction to adjudicate core confirmation
issues.

According to William P. Bowden, Esq., at Ashby & Geddes, in
Wilmington, Delaware, the Creditors' Committee is concerned that
the issues raised by the Insurers' request may seriously threaten
the Debtors' ability to:

    (a) even confirm any plan under Section 524(g) of the
        Bankruptcy Code for Kaiser Aluminum Corporation, KACC and
        affiliates, including the present Plan, since the
        insurance coverage will be a critical source of recovery
        for the tort claimants in any plan of reorganization;

    (b) negotiate with certain creditor constituencies regarding
        the terms of the Plan and the related exhibits and
        documents; and

    (c) assign their rights under the insurance policies to the
        Funding Vehicle Trust.

Thus, the Creditors Committee asks the Court to enforce the
automatic stay against the Insurers and direct the Insurers to
withdraw their request.

                          Insurers Object

The Insurers contend that Debtors are not entitled to assign to
the Funding Vehicle Trust the Insurers' rights under their
liability policies.  Kevin Gross, Esq., at Rosenthal, Monhait,
Gross & Goodness, P.A., in Wilmington, Delaware, explains that the
Policies contain provisions requiring the Insurers' consent to any
assignment, which consent the Debtors have not requested and the
Insurers have not given.

Under the Plan, Mr. Gross notes, the Debtors seek to:

    (a) "transfer" the "rights and obligations" under the Policies
        to a "Funding Vehicle Trust" for the funding and payment
        of various tort claims; and

    (b) a finding by the Bankruptcy Court as to the propriety of
        that assignment.

According to Mr. Gross, the Plan includes, as an express condition
to confirmation, the requirement that the Bankruptcy Court
declares that the insurance assignment is "valid and enforceable,"
without any provision as to whether that declaration is to be made
under the State of California or bankruptcy law.

In addition, Mr. Gross says, the Plan's alleged "insurance
neutrality" provision includes a carve-out for the insurance
assignment, providing that:

      "the transfer of rights in and under the [Policies] to the
      Funding Vehicle Trust is valid and enforceable and transfers
      such rights under the [Policies] as the Debtors may have,
      and that such transfer [will] not affect the liability of
      any PI Insurance Company."

The Debtors included these provisions in the Plan to nullify the
consequences of their breach of the anti-assignment clauses in the
Policies, Mr. Gross tells the Court.

The Insurers do not seek any adjudication of the validity of the
insurance assignment proposed in the Plan under the Bankruptcy
Code, but instead request for relief solely under California state
law, Mr. Gross explains.  "Prior to their filing of the Stay
Motion, the Debtors never disputed that California state law
applies to all coverage issues, including the validity of the
Policies' anti-assignment provisions."

Mr. Gross relates that contrary to the Debtors' assertions, the
Insurers' Summary Adjudication Motion on the issue of assignment
of policies was filed in the ordinary course of the Coverage
Litigation, captioned as Kaiser Aluminum & Chemical Corp. v.
London Market Insurers, et al., Case No. 312415.  Additionally,
the Insurers have advised the Debtors of their intent to file that
Assignment Motion in pleadings filed with the California state
court in the beginning of September 2005.

Mr. Gross notes that the Insurers' subsequent participation in the
Debtors' bankruptcy cases with respect to confirmation of the
Plan:

    (a) occurred after the Insurers announced their intention to
        and actually filed the "Assignment Motion"; and

    (b) demonstrates that the Assignment Motion was intended to be
        narrowly focused and not intended to resolve any
        bankruptcy issues with respect to the Plan.

Contrary to the Debtors' assertion, the automatic stay clearly
does not apply because the Debtors initiated the Coverage
Litigation, not the Insurers.  Similarly, the Assignment Motion
seeks resolution of a defense to coverage, which is not subject to
the automatic stay under applicable law.

Moreover, even if the Court determines that the Assignment Motion
raises new "claims" against the Debtors and is not a defense to
coverage, Mr. Gross argues that those "claims" arose postpetition
at the time the Plan was filed, thus, the automatic stay is not
applicable.  "The Debtors' reference to possible preemption of the
anti-assignment provisions is a red herring, as the insurers have
not sought any adjudication of whether the Bankruptcy Code
preempts the Policies' anti-assignment provisions in their
Assignment Motion."

Therefore, the Bankruptcy Court clearly does not have exclusive
jurisdiction over the issues raised in the Assignment Motion, Mr.
Gross points out.  "The relief sought in the Stay Motion is
contrary to [the Bankruptcy Court's] order and the Debtors'
decision to allow the Coverage Litigation to remain before the
State Court."

The Stay Motion is merely an effort by the Debtors to forum shop,
Mr. Gross contends.  The Debtors want to have it both ways:

    * they wish for the Coverage Litigation to continue as to
      every other state law issue; but

    * recognizing that the Policies and California state law
      restricts their ability to assign the Policies without the
      insurers' consent, they want to prevent the State Court from
      ruling on the state law assignment issue.

Consequently, the Insurers ask the Court to deny the Stay Motion
and allow the validity of the insurance assignment to be
adjudicated under California state law in the Coverage
Litigation.

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)


KMART CORP: Court Won't Deem G. Carbajo's Claim as Timely Filed
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 8, 2005, Georgina Carbajo asked the U.S. Bankruptcy
Court for the Northern District of Illinois to:

    (i) extend the Bar Date so that she could file her claim, and
   (ii) deem the claim timely filed.

Ms. Carbajo relates that on August 15, 1999, she sustained
personal injuries while shopping at a Big-K, located at 14091 SW
88th Street, in Miami, Florida.  Ms. Carbajo has been seeking
medical treatment for her ailments.

Alan S. Farnell, Esq., in Chicago, Illinois, tells the Court that
Ms. Carbajo made numerous demands to Kmart Corporation, which
demands were all rejected and ignored.

On August 11, 2003, Ms. Carbajo filed a lawsuit in Miami-Dade
County.  In response, Kmart notified her of the Bar Date for the
first time, and demanded that she dismiss her lawsuit.

During negotiations between the parties, Kmart acknowledged that
it did not serve a proof of claim form to Ms. Carbajo, and that it
would allow Ms. Carbajo to proceed with her suit and file a claim
form after the Bar Date

                          Kmart Objects

David E. Gordon, Esq., at Wilmer Cutler Pickering LLP, in New
York, attests that in January 2004, Kmart Corporation served
Georgina Carbajo notice of the February 23, 2004, Supplemental
Bar Date, in accordance with Rule 2002(g) of the Federal Rules of
Bankruptcy Procedure and applicable Court orders.

Mr. Gordon argues that Ms. Carbajo has failed to make an adequate
showing of a lack of notice during the relevant notice period.
The Claimant also did not present sufficient facts and evidence to
establish that her failure to timely file a proof of claim was due
to excusable neglect.

Accordingly, Kmart asks the Court to deny Ms. Carbajo's request.

                          *     *     *

Judge Sonderby denies Ms. Carbajo's request for reasons stated in
open court.

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)


KRISPY KREME: Appoints Jeff Jervik as Operations EVP
----------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) has named Jeff Jervik as
its Executive Vice President of Operations, effective immediately.  
Mr. Jervik will report directly to Steve Panagos, President and
Chief Operating Officer of Krispy Kreme, and will be responsible
for all company-owned operations, franchisee operations and
wholesale operations.

Prior to joining Krispy Kreme, Mr. Jervik served as National Vice
President of Operations for Pizza Hut Inc., where he was
responsible for the operations of over 1,000 Pizza Hut restaurants
with sales of approximately $800 million and over 25,000
employees.  Most recently, Mr. Jervik owned and operated a chain
of Papa John's restaurants in Hawaii, which he expanded from
inception to become one of the top two pizza chains in the state.

"We are very pleased to have someone with Jeff's extensive
operational background join the Krispy Kreme team," said Steve
Panagos.  "Jeff represents a further step in providing leadership
for our operations team.  With his extensive background in
implementing profitable franchisee growth strategies and improving
underperforming operations, we are confident that Krispy Kreme
will benefit greatly from Jeff's expertise."

"I see tremendous potential in the Krispy Kreme brand and I am
very excited to be joining the Company at this time," said Mr.
Jervik.  "While we have some challenges ahead of us, I believe
that they are manageable and that the opportunities for this
business are significant."

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.

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

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty  
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 360 stores and 50 satellites in 45 U.S. states,
Australia, Canada, Mexico, the Republic of South Korea and the
United Kingdom.


KRISPY KREME: Board Taps James Mead to Search for Permanent CEO
---------------------------------------------------------------
The Executive Search Committee of the Board of Directors for
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) is working with James
Mead & Company, a well-respected executive search firm with
experience placing top executives in companies such as Starbucks,
Sara Lee, Dean Foods and The Gillette Company, to assist in the
search for a permanent Chief Executive Officer.  The Board and
Executive Search Committee look to identify and retain a CEO as
soon as possible.

                   General Counsel to Retire

Krispy Kreme also reported that Frank Murphy, the Company's
General Counsel, will be retiring effective Dec. 1, 2005.  In
order to ensure a smooth transition, Mr. Murphy will serve as an
advisor to the Board of Directors and the Company.  The Company
will initiate a search for Mr. Murphy's successor.

"We regret Frank's decision to retire, but appreciate his guidance
and commitment to Krispy Kreme, especially over the past 18
months," said James H. Morgan, Chairman of the Company's Board.  
"We value Frank's counsel and appreciate his willingness to serve
as an advisor during the transition."

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.

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

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty  
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 360 stores and 50 satellites in 45 U.S. states,
Australia, Canada, Mexico, the Republic of South Korea and the
United Kingdom.


LEVI STRAUSS: Streamlining Cues Fitch to Upgrade Ratings
--------------------------------------------------------
Fitch Ratings has upgraded its ratings on Levi Strauss & Co.:

     -- Issuer default rating to 'B-' from 'CCC';
     -- $1.8 billion senior unsecured debt to 'B' from 'CCC+';
     -- $650 million asset-based loan (ABL) to 'BB-' from 'B';
     -- $500 million term loan at 'BB-' from 'B'.

Fitch's recovery ratings remain unchanged.  The Rating Outlook is
Stable.

The upgrade reflects the progress the company has made in
streamlining and rationalizing its operations and stabilizing its
core product areas, which have resulted in improvement in the
company's overall credit profile.  The ratings also consider
Levi's well known brand name, sales base diversity, and liquidity,
offset by the heavy debt burden and the highly competitive nature
of the denim and casual bottoms market.

Over the past two years, Levi's has made improvements in its core
segment distribution and product offerings and grown its Levi
Strauss Signature and Asia Pacific segments.  As a result, revenue
increased 0.8% to $4.1 billion for the latest 12 months ended Aug.
28, 2005, compared to full year fiscal 2003, despite the company's
rationalization of unprofitable product lines in its core U.S.
Levi's and U.S. Dockers divisions.  This product rationalization
as well as cost reductions from the transition to finished product
sourcing led to operating EBITDA margin doubling to 15.8% over the
same period.

Fitch expects Levi to continue to benefit from its core product
investments and the growth of the Levi Strauss Signature segment
despite challenges in its U.S. Dockers and European segments.  In
addition, while the growth of lower margin product lines, such as
Levi Strauss Signature, is expected to pressure operating margins,
the company's ability to leverage its manufacturing network and
further rationalize product lines should result in good cash flow
generation.

The company's cash flow generation has allowed Levi's to maintain
strong liquidity while funding investments in working capital.  As
of Aug. 28, 2005 Levi's had cash balances of $213.1 million plus
additional liquidity of $377 million in net available borrowing
capacity under its credit facility.

In addition, gross debt totaled $2.4 billion, which has remained
flat as restrictions related to the repayment of debt have limited
the company's ability to reduce balances.

However, as a result of improved operating profit, credit metrics
have strengthened, with leverage, measured by total debt to
EBITDA, falling to 3.6 times for the latest 12 months ended Aug.
28, 2005, from 7.1x in fiscal 2003, and EBITDA coverage of
interest increasing to 2.5x from 1.3x, over the same period.  In
the near term, cash balances and cash flow generation are
anticipated to be used to address trailing liabilities related to
historical taxes, pensions, and benefits and fund inventory
increases related to improving service levels.  As a result,
credit metrics are expected to remain near current levels.


MAPLE LEAF: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Maple Leaf Lincoln Mercury, Inc.
        527 East Locust
        Geneseo, Illinois 61254

Bankruptcy Case No.: 05-87486

Type of Business: The Debtor is new and used automobile dealer.
                  See http://www.mapleleaflincmerc.com/

Chapter 11 Petition Date: October 28, 2005

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  Sabrina M. Petesch, Esq.
                  Barash & Everett, LLC
                  P.O. Box 1408
                  Galesburg, Illinois 61402
                  Tel: (309) 341-6010
                  Fax: (309) 762-3643

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


MCI INC: Gets Regulatory Approval From FCC on Verizon-MCI Merger
----------------------------------------------------------------
The Federal Communications Commission approved the proposed
acquisition of MCI, Inc. (NASDAQ:MCIP) by Verizon Communications
Inc. (NYSE:VZ) after it concluded that the transaction advances
the public's interest.

Coming just days after the U.S. Department of Justice cleared the
Verizon-MCI combination following a comprehensive, eight-month
review, yesterday's action by the FCC increases momentum as
attention turns toward the handful of states with approvals still
pending.

Executives of both companies anticipate that they can close the
transaction, which was announced on Feb. 14, later this year or
early in 2006.

"After two federal reviews and strong approvals by shareholders
and the international community, it is clear that this combination
is undeniably in the public interest," said Tom Tauke, Verizon
executive vice president of public affairs, policy and
communications.  "The Department of Justice and FCC approvals put
us on firm footing as we seek the remaining few state approvals."  

Jim Lewis, MCI senior vice president of policy and planning, said,
"This approval represents a significant milestone in the
regulatory approval process, and we look forward to delivering the
benefits of this transaction to U.S. consumers and the enterprise
market as a combined company."

As part of the FCC approval, Verizon and MCI committed to:

   -- continue the rollout of Verizon's stand-alone DSL service;

   -- continue to adhere to "network neutrality" principles
      adopted by the FCC earlier this year;

   -- cap temporarily certain special access and UNE rates; and

   - maintain for a period of time the current number of
      settlement-free Internet peering arrangements.

On Thursday, the DOJ filed for approval by a federal court a
consent decree 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 to serve customers will not be
affected.  

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 combined company will be better able to compete for and serve
large-business and government customers by providing a full range
of services, including wireless and sophisticated Internet
protocol-based services.  Consumers and businesses will also
benefit because the new company will have the financial strength
to maintain and improve MCI's extensive Internet backbone network.  

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: Confirmation Hearing Scheduled for December 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, set Dec. 15, 2005, as the date for the combined
hearing to approve the disclosure statement and plan of
reorganization filed by McLeodUSA Incorporated.

As previously reported in the Troubled Company Reporter on
Oct. 31, 2005, The Company'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.

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.  

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., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.


MCLEODUSA INC: Gets Access to $50 Million DIP Credit Facility
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave McLeodUSA Incorporated access to up to
$20 million of a new $50 million debtor-in-possession credit
facility.

The Court also approved all of the Company's requests in a series
of court filings known as "First Day Motions."  

The First Day Motions allow McLeodUSA to conduct business as usual
with respect to its customers, employees and suppliers and to
maintain existing cash management systems.  Among other things,
the Court authorized the Company to:

    -- continue payment of all trade creditors in the ordinary
       course and without interruption;

    -- continue payment of all employee salaries and benefits
       without interruption; and

    -- continue to use existing cash management systems and
       maintain existing bank accounts.

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., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.


MIRANT CORP: Mintz Levin's Environmental Legal Work Increases
-------------------------------------------------------------
Mirant Corporation and its debtor-affiliates previously retained
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as an
ordinary course professional.  Mintz Levin provided legal advice
concerning the renewal of the National Pollutant Discharge
Elimination Permit issued by the U.S. Environmental Protection
Agency and the Massachusetts Department of Environmental
Protection for cooling water discharges from the Mirant Kendall,
LLC, power station in Cambridge, Massachusetts.

On May 31, 2005, the Debtors sought the U.S. Bankruptcy Court for
the Northern District of Texas' authority to pay Mintz Levin
$66,478 for fees and expenses.  The fee is in excess of the
$50,000 ordinary course professional cap.  The fee is for the very
extensive and time critical services Mintz Levin rendered to the
Debtors in a three-month period in 2004, Ian T. Peck, Esq., at
Haynes and Boone, LLP, in Dallas, Texas, tells the Court.  At the
Fee Review Committee's request, the hearing on the Payment
Application was postponed and has not yet been reset.

Mr. Peck informs the Court that at the time the Payment
Application was filed, the Debtors did not anticipate needing
further services from Mintz Levin that would result in monthly
fees and expenses in excess of the Cap.

Since that time, a need has arisen for additional services from
Mintz Levin, specifically in the:

   (a) real estate and steam contract issues in connection with
       the Kendall Facility;

   (b) representation of Mirant Canal in negotiations with the
       Town of Sandwich, Maryland, for a new tax valuation
       agreement; and

   (c) representation of Mirant Canal concerning the renewal of
       the National Pollutant Discharge Elimination Permit issued
       by the U.S. Environmental Protection Agency and the
       Massachusetts Department of Environmental Protection for
       cooling water discharge.

The Debtors believe that Mintz Levin is very qualified for the
additional services because of the firm's expertise in the
related areas of law and its solid understanding of Massachusetts
environmental, real property, and real property tax law.

Thus, the Debtors seek the Court's authority to employ Mintz
Levin as their special counsel to perform the Additional
Services.  The Debtors also ask the Court to allow their pending
Payment Application and permit them to pay Mintz Levin $66,478
for the services it rendered as an ordinary course professional.

Ralph A. Child, Esq., a member at Mintz Levin, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.  Mr. Child notes that the firm's
Conflict Check System reveals that its connections and
representations of certain entities have no relation to the
matter involving Mirant Kendall.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that    
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 80 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORRIS PUBLISHING: Moody's Rates Proposed $350MM Sr. Loan at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Morris
Publishing Group LLC's proposed $350 million senior secured credit
facility and downgraded the Corporate Family rating to Ba3 from
Ba2.  Morris Publishing is a wholly owned subsidiary of Morris
Communications Company, LLC.

Ratings assigned:

    * Proposed $175 million senior secured revolving credit
      facility due 2012 -- Ba2

    * Proposed $175 million senior secured tranche A term loan
      facility due 2012 -- Ba2

Ratings downgraded:

    * $300 million of senior subordinated notes due 2013 -- to B1
      from Ba3

    * Corporate Family rating -- to Ba3 from Ba2

Ratings downgraded, subject to withdrawal at closing:

    * $150 million senior secured revolving credit facility -- to
      Ba2 from Ba1

    * $100 million senior secured tranche A term loan -- to Ba2
      from Ba1

    * $150 million senior secured tranche C term loan -- to Ba2
      from Ba1

The rating outlook is stable.

The lowered ratings reflect Morris's inability to reduce its debt
or generate cash flow in accordance with Moody's expectations when
the ratings were assigned in July 2003.  Moody's had expected that
by year-end 2005, Morris Communications restricted group debt
would decline to approximately 4.0 times EBITDA.  Moody's
currently estimates that year-end debt will stand at approximately
5.6 times EBITDA, reflecting both higher debt levels and weaker
cash flow generation than expected.  The downgrade also reflects
management's use of free cash flow and debt to fund acquisitions
and pay dividends.

Ratings are supported by:

    * the value of Morris's attractive media assets,

    * the strength of its prominent position in local newspaper
      markets,

    * the dependability of its core newspaper publishing revenues,

    * the geographic diversification of its cash flows, and

    * its relatively good liquidity position.

The ratings are constrained by:

    * an overall worsening of financial leverage,

    * the acquisitiveness of Morris's management,

    * a continuing decline in aggregate newspaper paid
      circulation, and

    * the dependence of the company's non--newspaper publishing
      affiliates upon the liquidity provided by Morris Publishing.

As a private company, controlled and managed by the Morris family,
Morris does not provide any measure of board independence or any
meaningful corporate governance provisions to protect debt
holders.  Nevertheless, the Morris family has many years of
experience in successfully managing its newspaper properties and
is well respected within the industry.

The stable outlook reflects the general recovery of the newspaper
publishing sector from the recent economic downturn and the
limited competition faced by Morris from other forms of local
print advertising.  For 2Q05, Morris's newspaper advertising
revenues grew by 3% as positive results in retail and classified
offset the decline in national advertising sales.  Circulation
revenues increased by 1% as the weakness in many markets was
offset by cover price increases in Jacksonville and Savannah.
Declines in paid circulation were most noticeable at Morris's
Topeka and Amarillo properties.

At the end of June 2005, Morris Publishing recorded total debt of
$547 million, or 5.4 times LTM EBITDA.  Morris Communications
Company and its restricted subsidiaries recorded total debt of
$578 million or 5.6 times EBITDA, while Morris Communications
Company and subsidiaries recorded consolidated debt of $621
million or 6.0 times consolidated EBITDA.  

Morris Communications Company is a wholly-owned subsidiary of
Shivers Trading and Operating Company.  A significant level of
intercompany transactions exists between Morris Publishing, Morris
Communications, and Shivers Trading and Operating Company.  Morris
Publishing reimburses Morris Communications a management fee
totaling 4% of its revenues, a shared service fee (up to 2.5% of
revenues) and other fees.  In addition, Morris Communications
provides advances to the parent as well as to Shivers Lending, LLC
which is involved in financing real estate purchases, construction
projects and other investments for related parties.

At the end of June 2005, Morris Communications Company
consolidated debt included:

    (1) $547 million in Morris Publishing Company debt,

    (2) $43 million outstanding under Shivers Investments, LLC's
        $60 million margin loan facility which is secured by
        Mediacom stock,

    (3) Morris Communications' $24 million aircraft loan, and

    (4) Morris Communications' $5 million seller note payable.

In addition, at the end of June 2005, Morris Communications
recorded notes receivable of $32 million outstanding under a $ 57
million loan commitment to an unrestricted affiliate, Shivers
Lending LLC, and a $12 million advance to Shivers Trading and
Operating Company.

At closing, Moody's expects that Morris Publishing will record
total liquidity of $116 million, largely comprising undrawn
availability under its proposed revolving credit facility.  In
Moody's opinion, Morris Publishing will depend upon its revolving
credit facility to fund working capital requirements and make
intercompany reimbursements.  Proceeds from the proposed financing
will be used to refinance Morris's existing $400 million senior
secured credit facilities.  Moody's plans to withdraw the ratings
on the existing senior secured credit facilities at closing.

Morris Publishing is the issuer of both the senior secured credit
facility and the senior subordinated notes.  Senior secured
lenders receive guarantees from Morris Communications Company LLC
and its restricted subsidiaries.  Accordingly senior secured
lenders are supported by the operations of Morris's newspaper,
outdoor, radio, and other publishing assets.  The senior secured
facilities are rated one notch above the Corporate Family rating
in recognition of the relatively strong asset protection afforded
to senior secured lenders.  The subordinated noteholders benefit
from a guarantee only from Morris Publishing and its subsidiaries,
and these guarantees are junior to the secured guarantees provided
to senior secured lenders.  Consequently, subordinated note
holders may count only upon the operations of Morris's newspaper
publishing operations to support their debt.  Covenants under the
bank facility relate to the financial results of Morris
Communications Company LLC, and its restricted group of
subsidiaries.  Neither the subordinated notes nor the credit
facility are guaranteed by Shivers Investments, LLC, an
unrestricted subsidiary which holds Morris's investment in
Mediacom Communications cable company, nor will they benefit from
a security interest in Morris' Mediacom stock holdings, which were
recently valued at about $194 million in aggregate.

An upgrade of ratings is unlikely in the near term, given the
company's worsening leverage profile and continuing leverage in
excess of five times EBITDA.  Conversely ratings could be lowered
or the outlook changed to negative if management continues to use
free cash flow or debt to fund acquisitions or dividends.

Moody's rating is based upon a review of the financial statements
of Morris Publishing Group, LLC and Morris Communications Company,
LLC.  Moody's has not been provided audited financial statements
for Morris Communications Holding Company LLC or Shivers Trading &
Operating Company.  Morris Publishing Group, one of the nation's
largest newspaper publishers, is headquartered in Augusta,
Georgia.  At the end of June 2005, the company recorded LTM sales
of $463 million.


NORTHWEST AIRLINES: Posts $475 Million Net Loss in Third Quarter
----------------------------------------------------------------
Northwest Airlines Corporation (OTC: NWACQ) reported a third
quarter net loss of $475 million.  This compares to the third
quarter of 2004 when the airline reported a net loss of
$46 million.

Excluding $82 million in pension curtailment charges and
$159 million in reorganization items in connection with the
company's bankruptcy proceedings, the third quarter net loss was
$234 million or $2.69 per common share.

"Our third quarter results clearly demonstrate the need for
Northwest to restructure expeditiously.  We now are focusing on
achieving a competitive labor and non-labor cost structure,
strengthening our balance sheet, achieving market-level lease
rates on our aircraft, developing a more efficient business model
and returning to profitability," said Doug Steenland, president
and chief executive officer.  "Realizing these goals will result
in $2.5 billion in overall profit improvement."

Mr. Steenland continued, "We are working hard to transform
Northwest Airlines into a network carrier with competitive costs
that will enable it to be profitable and compete effectively
against all airlines for the long term."

"While all employees will contribute to our cost savings
requirements, other stakeholders will be required to shoulder
their fair share of the necessary burden in order for the airline
to restructure successfully."

                        Financial Results

Operating revenues in the third quarter increased by 10.7% versus
the third quarter of 2004 to $3.38 billion.  Passenger revenue per
available seat mile increased by 6.5% on 1.5% more available seat
miles.

Operating expenses in the quarter, excluding unusual items,
increased 16.5% versus a year ago to $3.46 billion.  Unit costs,
excluding fuel and unusual items, were 3.3% higher.  Fuel prices
averaged 184.5 cents per gallon, excluding taxes, up 48.3% versus
the third quarter of 2004.

Neal Cohen, executive vice president and chief financial officer,
said, "The Chapter 11 process is allowing us to address our cost
issues.  In addition to achieving the required labor and non-labor
cost savings, the airline must restructure its balance sheet and
reshape its fleet in order to return to sustained profitability."

Northwest's quarter-end unrestricted cash balance was
$1.6 billion.

                              Other

Commenting on Northwest's reorganization progress, Steenland said,
"We are in intensified negotiations with union leaders in order
to reach consensual agreements that reduce labor costs by
$1.4 billion annually.  We remain open to exploring various
options to attain the needed labor cost savings, but we need to
resolve the issue quickly.  Reluctantly, if we fail to reach
agreements, we will be forced to ask the bankruptcy court to
reject the existing labor agreements."

As reported in previous quarters, an issue that continues to
affect Northwest is the heavy burden of taxation.  "Our ability to
restructure quickly and return to profitability is hampered by the
level of taxes and fees that we must impose on our customers'
tickets.  Northwest Airlines paid $330 million in transportation
taxes and fees during the third quarter to various government
entities.  We urge federal officials to minimize ticket taxes on
an industry that continues to have a greater tax burden than
alcohol and tobacco," Steenland concluded.

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.


NOVA CHEMICALS: Fitch Puts BB+ Rating on Proposed $400MM Sr. Notes
------------------------------------------------------------------
Fitch Ratings affirms NOVA Chemicals Corporation's issuer default
rating and senior unsecured debt rating at 'BB+'.  At the same
time, Fitch affirms the senior secured credit facility rating at
'BBB' and assigned a 'BB+' to the proposed offering of $400
million in new senior floating notes due 2013.  Fitch also
assigned a 'BBB' rating to the series A preferred shares.  The
ratings apply to approximately $1.9 billion of debt.  The Rating
Outlook remains Stable.

Cash proceeds from NOVA's new floating senior unsecured notes due
2013 are expected to be used to repay NOVA's obligations under its
accounts receivable securitization program and the balance will be
used for general corporate purposes.

The ratings are supported by NOVA's size, market position in North
America and Europe, low-cost position as a domestic ethylene and
polyethylene producer, and significant earnings leverage during
the peak of the chemical cycle.  NOVA has adequate liquidity and a
manageable maturity schedule, and has increased its financial
flexibility by extending expiration dates for its senior secured
credit facility and A/R securitization program until 2010.

Additionally, the availability under NOVA's senior secured credit
facility was increased to $375 million from $300 million as well
as its A/R securitization program was enlarged to $300 million
from $250 million in 2005. The total return swap agreement for
NOVA's outstanding series A preferred shares also expires in 2007.  
In relation to the series A preferred shares, approximately $65
million is held as restricted cash and included in other current
assets.

As result of the $65 million cash collateral, the notional amount
of the total return swap for the series A preferred shares is
approximately $126 million.

Fitch's concerns include the cash burn and weak performance in the
styrenics business, potential share repurchase activity not
supported by operational cash flow, and potential for softening in
consumer demand with rapidly increasing product prices.

The Stable Rating Outlook reflects the year-over-year improvement
in NOVA's olefin and polyolefins business as the petrochemical
industry approaches its expected peak in 2006 and 2007.  Industry
participants continue to face several challenges including high
and volatile raw materials, supply constraints, and product
availability.  With inventory levels low and high operating rates
for most chemical commodities, producers are expected to
substantially benefit from increased pricing power and margin
expansion during the fourth quarter of 2005 and throughout 2006.

Fitch remains moderately concerned about the sustainability of
economic growth with increasing energy costs and the overall
effect of high petrochemical prices on demand throughout the
supply chain.

As of Sept. 30, 2005, NOVA's balance sheet debt plus A/R program
balance and outstanding series A preferred shares totaled $1.9
billion. The company's credit metrics have weakened slightly for
the 12-month period ending Sept. 30, 2005 compared to 2004 year-
end primarily due to a decline in EBITDA levels.  NOVA had a total
debt-to-EBITDA of 3.2 times and total adjusted debt-to-EBITDAR,
incorporating gross rent, of 4.2x for the latest 12 months ending
Sept. 30, 2005. EBITDA-to-interest incurred was 4.0x for the same
period.

Fitch expects credit metrics will strengthen in 2006 and beyond,
due to both improved EBITDA and some debt reduction.  NOVA
continues to have sufficient liquidity, with $97 million in cash
and cash equivalents as of the end of the third quarter of 2005.  
The company has access to additional liquidity through an undrawn
and committed credit facility, which expires June 2010 totaling
$375 million, less $62 million in outstanding letters of credit as
of Sept. 30, 2005.

Additionally, the company has a $300 million A/R securitization
program, which matures in June 2010.  Approximately $285 million
was utilized at the end of the third quarter of 2005.

NOVA Chemicals Corporation is a multinational producer of
commodity chemicals, including ethylene, polyethylene, styrene,
and polystyrene.  The company generated EBITDA of $507 million on
$5.71 billion sales during the latest 12-months ending Sept. 30,
2005.  A majority of its assets are located in Canada and the U.S.
In North America, NOVA is the fifth largest producer of ethylene
and polyethylene.  The company reports two business segments,
olefins/polyolefins and styrenics.  The U.S. accounts for 72% of
sales, Canada accounts for 1%, Europe and rest of the world
accounts for 27%.  Polyethylene and styrenic polymers are used in
rigid and flexible packaging, containers, plastic bags, plastic
pipe, electronic appliances, housing and automotive components,
and consumer goods.


NVF COMPANY: CB Richard Ellis Approved as Real Estate Broker
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave NVF
Company and its debtor-affiliate permission to employ CB Richard
Ellis, Inc., as their real estate broker.

CB Richard will:

    (a) market and sell the Wilmington facility;

    (b) develop and execute a marketing program for the Wilmington
        facility;

    (c) prepare professional brochures for distribution to
        potential purchases;

    (d) list the property in the commercial real estate database
        and the internet; and

    (e) contact and negotiate with potential purchasers on behalf
        of the Debtors.

CB Richard will be paid a commission of 4% of the gross sale price
or 5% of the gross sale price if the property is co-brokered.

To the best of the Debtors' knowledge, CB Richard does not hold
any interest adverse to the Debtors or their estates.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


O'SULLIVAN INDUSTRIES: Court Fixes January 9 as Claims Bar Date
---------------------------------------------------------------
At O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates' request, Judge Mullins directs all creditors holding
or wishing to assert claims against the Debtors to file a proof of
claim with the Clerk of the United States Bankruptcy Court for the
Northern District of Georgia by January 9, 2006, 5:00 p.m. Eastern
Time.

Claims arising from the rejection of a lease or an executory
contract by operation of the Bankruptcy Code or by any Court order
will be filed by the later of 30 days from the date of the
rejection or rejection order or the Bar Date.

Judge Mullins exempts these creditors from filing a proof of
claim:

   a) Creditors holding or wishing to assert claims that have
      previously been allowed or paid by any Court order, or that
      belong to a Debtor;

   b) Holders of the Debtors' equity securities need not file
      proofs of interest solely on account of their ownership
      interests in or possession of those equity securities; and

   c) Creditors holding a claim that is:

      -- not scheduled as "disputed," "contingent," or
         "unliquidated" and the creditor does not disagree
         with the amount, nature and priority of the claim as set
         forth in the Schedules; or

      -- allowable under Sections 503(b) and 507(a)(1) of the
         Bankruptcy Code as an expense of administration of the
         Debtors' estates.

The Debtors will recognize proofs of claim timely filed by the
trustee under the Senior Secured Notes and the Senior
Subordinated Notes, on behalf of their noteholders.  In the event
that the applicable trustee timely files the proofs of claim, any
proof of claim filed by a registered or beneficial holder of notes
that is limited exclusively to claims for the repayment of
principal, interest or other applicable fees and charges in
respect of the notes will be disallowed as duplicative.

The Court further directs the Debtors to serve on or before
November 21, 2005, a Bar Date Notice and a proof of claim form by
first class United States mail to:

   a) the United States Trustee;

   b) counsel to any official committees appointed in the
      Debtors' cases;

   c) all parties who have requested service pursuant to Rule
      2002 of the Federal Rules of Bankruptcy Procedure;

   d) all parties to any executory contract or unexpired leases
      of the Debtors;

   e) counsel to GE Capital Corporation, as agent to the
      Prepetition Lender;

   f) counsel to The Bank of New York, the trustee for 10.63%
      senior secured notes due 2008;

   g) counsel to the largest holders of the Senior Secured Notes;

   h) counsel to the ad hoc committee of holders of 13.375%
      senior subordinated notes due 2009;

   i) counsel to Wells Fargo Bank Minnesota, N.A., the trustee
      for the Senior Subordinated Notes;

   j) counsel to Wells Fargo, the trustee for the variable rate
      industrial revenue bonds due October 1, 2008;

   k) counsel to BancBoston Investments, Inc.;

   l) all other secured creditors of the Debtors;

   m) all employees and directors of the Debtors who served
      before the Petition Date;

   n) the District Director of the Internal Revenue Service for
      the Northern District of Georgia;

   o) the United States Securities and Exchange Commission; and

   p) all other known holders of prepetition claims, if any.

The Debtors will publish the Bar Date Notice once in the:

   * Atlanta Journal-Constitution;
   * Lamar Democrat; and
   * Gazette-Virginian.

Moreover, Judge Mullins made it clear that any creditor that is
required but fails to file a proof of claim for its claim will be
forever barred, estopped and enjoined from asserting the claim
against the Debtors or their estates.  "[T]he Debtors, their
estates, and their property shall be forever discharged from any
and all indebtedness or liability with respect to such claim, and
such holder shall not be permitted to vote to accept or reject any
plan of reorganization filed in these Chapter 11 cases or
participate in any distribution in the Debtors' Chapter 11 cases
on account of such claim," Judge Mullins rules.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.  
(O'Sullivan Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


O'SULLIVAN IND: Gets Okay to Employ Ordinary Course Professionals
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
seek the U.S. Bankruptcy Court for the Northern District of
Georgia's authority to continue to employ nine professionals they
utilize in the ordinary course of their business:

   Professionals                 Services Provided
   -------------                 -----------------
   Armstrong Teasdale LLP        Legal Services -- trademark
                                 and employment law matters       
                                 
   Bennet Thrasher, PC           Tax preparation services

   BKD LLP                       Auditing services
                                 for benefit plans

   Blackwell Sanders             Legal Services -- general
   Peper Martin LLP              corporate law matters

   Crutchfield, Gary             Consultant services related            
                                 Closing the Debtors'
                                 Australian operations

   Haynes & Boone LLP            Legal Services -- patent
                                 law matters

   Norton Mancini                Legal Services -- general
   Weiler & De Ano PC            litigation matters

   PricewaterhouseCoopers LLP    Auditing and
                                 accounting services

   Traub, Bonacquist & Fox LLP   Legal Services -- bankruptcy         
                                 preference defense matters

The Ordinary Course Professionals will render services to the
Debtors' estates similar to those rendered prior to the Petition
Date.

"It is essential that the employment of the Ordinary Course
Professionals, who are already familiar with the Debtors' affairs,
be continued on an ongoing basis, so as to enable the
Debtors to conduct their ordinary business affairs without
disruption," James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes
& Stout, P.A., in Atlanta, Georgia, tells Judge Mullins.

The Debtors also want to employ additional Ordinary Course
Professionals, as may be necessary throughout the pendency of
their Chapter 11 cases.

In light of the costs associated with the preparation of
employment and retention applications for professionals who will
receive relatively small fees or who will provide services
entirely unrelated to their bankruptcy cases, the Debtors believe
that it would be impractical, inefficient, and unnecessarily
costly for them to submit individual applications and proposed
retention orders for each professional.

Accordingly, the Debtors ask the Court to dispense with the
requirement of individual employment and retention applications
and retention orders with respect to each Ordinary Course
Professional and that each professional be retained from time to
time as of the Petition Date.

Each Ordinary Course Professional will file with the Court:

   a) an affidavit, pursuant to Section 327(e) of the Bankruptcy
      Code and Rule 2014 of the Federal Rules of Bankruptcy
      Procedure, stating that the professional does not represent
      or hold any interest materially adverse to the Debtors or
      to their respective estates with respect to the matters for
      which they would be retained; and

   b) a retention questionnaire, which, among other things, would
      detail the type of services to be provided and the
      compensation to be paid for such services.

The Debtors will pay each approved Ordinary Course Professional
100% of fees and expenses incurred upon the submission to and
approval by the Debtors of an appropriate invoice.  However, if
any Ordinary Course Professional's fees and disbursements exceed
$35,000 in any given month, then the Ordinary Course Professional
must apply to be retained under the Bankruptcy Code and the
payments to the Ordinary Course Professional for the excess
amounts will be subject to the prior Court approval.

The Debtors believe that certain of the Ordinary Course
Professionals may hold unsecured claims against them in respect of
prepetition services rendered.  However, the Debtors assures the
Court that the Ordinary Course Professionals do not represent or
hold any interest adverse to them or to their estates.

Mr. Cifelli states that the employment procedure of the Ordinary
Course Professionals will save the Debtors the expense of
separately applying for the employment and retention of each
professional.  Furthermore, Mr. Cifelli notes that relieving the
Ordinary Course Professionals of the requirement of preparing and
prosecuting fee applications will save the estates the additional
professional fees and expenses.

Likewise, Mr. Cifelli adds, the Employment Procedures will spare
the Court and the United States Trustee from having to consider
numerous fee applications involving relatively modest amounts of
fees and expenses.

                          *     *     *

Judge Mullins grants the Debtors' request.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Wants to Hire Garden City as Claims Agent
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
have more than 1,000 creditors and other potential parties-in-
interest.  The Debtors note that the Office of the
Clerk of the United States Bankruptcy Court for the Northern
District of Georgia is not equipped to:

   (i) distribute notices;

  (ii) process all of the proofs of claim filed; and

(iii) assist in the balloting process.

In this regard, the Debtors sought and obtained the Court's
authority to employ Garden City Group, Inc., as their Chapter 11
claims, notice, and balloting agent.

GCG specializes in noticing, ballot tabulation, and other
administrative tasks in Chapter 11 cases.  The Debtors chose GCG
based on both its experience and the competitiveness of its fees.

GCG's billing rates are:

           Task                          Pricing
           ----                          -------
   Set-up Creditor File              
      * Create creditor file             $170/hr
      * Data entry of names              $0.50/name
      * Manual entry of creditor data     $45/hr
      * Produce SOFAs/SALs               $135/hr

   Notice Printing and Mailing
      * Notice                           $0.20/first page and
                                         $0.15/add'l page
      * Personalization of Notice        $0.05 each

   Claims Processing & Docketing
      * Including data entry             $60/hr

   Document Management, Imaging, Storage
      * Mail sorting                     $40/hr
      * Document Scanning                $0.12/page
      * Document Management              $35 - $75/hr
      * File Maintenance (paper)         $1.50/box
      * File Maintenance (electronic)    $200 plus
                                         $0.04/creditor record/mo
      * Tracking undeliverables          $0.25 each

   System Support
      * System Customization:
           - Programmer                  $125 - $150/hr
           - Senior Programmer           $150 - $185/hr
      *Remote web-based access           $1,500/mo

   Reporting
      * Standard and Customized Reports  $65/creation

   Consulting & General Project Mngt.
      * Supervisor                       $70 - $90/hr
      * Project Manager                  $95/hr
      * Senior Project Manager           $135/hr
      * Directors/ Asst. VP              $150/hr
      * VP                               $175/hr
      * Quality Assurance                $75 - $125/hr
      * Senior VP Systems and
           Managing Director             $250/hr

   Voting and Tabulation
      * Set up                           $1000/tabulation element
      * Processing ballots               $60/hr

   Website, if requested
      * Creating web site                $3,000
      * Monthly Maintenance Fee          $250/mo

   Disbursements
      * per record to transfer agent     $0.25 each

   Telephone Support, if requested
      * Initial design fee               $1,500
      * Monthly maintenance              $100/mo
      * Interactive platform             $0.49/min and
                                         $0.95/transaction
      * Management oversight             $100 - $150/hr

   Miscellaneous Expenses
      * Travel, postage, courier         at cost
      * Copying                          $0.15/page
      * Facsimile                        $0.15/page

In addition, the Debtors agreed to pay GCG a $7,500 retainer.

The Debtors believe that GCG's engagement is the most effective,
efficient, and cost conscious manner by which to distribute the
notices, process the proofs of claim, assist in the balloting
process, and perform other related administrative tasks.

As Claims, Notice and Balloting Agent, GCG will:

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

   (b) notify all potential creditors of the existence and amount
       of their respective claims, as evidenced by the Debtors'
       books and records and as set forth in their schedules and
       statements of financial affairs;

   (c) furnish a notice of the last day for the filing of proofs
       of claim and a form for the filing of a proof of claim,
       after the notice and form are approved by the Court;

   (d) file with the Clerk a copy of the notice, a list of
       persons to whom it was mailed, and the date the notice was
       mailed, within 10 days of service;

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

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

       * the claim number assigned,

       * the date received,

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

       * the classifications of the claim;

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

   (h) make changes in the Claims Register pursuant to Court
       Order;

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

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

   (k) assist with, among other things, solicitation,
       calculation, and tabulation of votes and distribution, as
       required in furtherance of confirmation of the Plan;

   (l) provide and maintain a website where parties can view
       pleadings or other documents filed with the Court by the
       Debtors; and

   (m) at the close of the case, box and transport all original
       documents in proper format, as provided by the Clerk's
       office, to the Federal Records Center.

Michael Sherin, Chairman of Garden City Group, says GCG has not
and will not represent the separate interests of any creditor in
the Debtors' Chapter 11 cases.  However, Mr. Sherin notes, GCG's
employees may, in the ordinary course of their personal affairs,
have relationships with certain of the creditors.   

Mr. Sherin ascertains that GCG neither holds nor represents any
interest adverse to the Debtors' estates and that it is a
"disinterested person," as referenced in Section 327(a) of the
Bankruptcy Code and as defined in Section 101(14), as modified by
Section 1107(b).

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ON TOP: Turns to Conwell William for Financial Advice
-----------------------------------------------------
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
for authority to employ Conwell Williams, LLC, as their financial
consultant.

The Debtors tell the Court that Conwell Williams has provided them
financial and accounting services for several years prior to the
bankruptcy filings.

During their restructuring, the Debtors need Conwell Williams to
provide financial advice relative to the chapter 11 proceedings.  

Leonard Rayford, manager of Conwell Williams, will be the Debtors'
primary financial consultant.  Mr. Rayford discloses his firm
received an initial $3,000 retainer from the Debtors and will bill
a monthly retainer fee of $12,000.   

The Debtors assure the Court that Conwell Williams is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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).  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of $10 million to $50 million.


ON TOP: U.S. Trustee Objects to Hiring of Conwell Williams
----------------------------------------------------------          
W. Clarkson McDow, Jr., the United States Trustee for Region 4
objects to and asks the U.S. Bankruptcy Court for the District of
Maryland to deny the application of On Top Communications, LLC,
and its debtor-affiliates to employ Conwell Williams, LLC as their
exclusive financial advisor.

The Debtors filed an application with the Court to employ Conwell
Williams as their financial advisor on Oct. 25, 2005.  

Mr. McDow explains that according to the Engagement Letter between
the Debtors and Conwell Williams, the Debtor seeks to employ the
Firm to:

   1) consummate transactions with parties willing to make an
      investment in the Debtors and consummate transactions with
      parties willing to purchase assets of the Debtors; and

   2) provide monthly accounting services.

Mr. McDow gives the Court six reasons to deny the Debtors'
application:

   1) the Debtors' application is completely devoid of any
      information regarding their intentions with regards to their
      assets and exit strategy and the Debtors provide no
      information regarding the qualifications or experience of
      the Firm to act as an exclusive financial advisor.  

   2) paragraph 2(A) of the Engagement Letter states that Conwell    
      Williams will be paid an Advisory Fee upon the first funding
      or closing of any Transaction.  Paragraph 2(A) seems to make
      first funding or closing a condition precedent to receiving
      the Advisory Fee.  However, paragraph 2(d) states that the
      Debtor will pay the Advisory Fee even if it declines an
      offer for a Transaction, either an investment or
      acquisition.  Therefore, paragraphs 2(A) and 2(d) appear to
      contradict each other;
      
   3) the Debtors will pay Conwell Williams an initial retainer of
      $3,000 and a monthly retainer of $12,000, but those  
      retainers will not be off-set against any Advisory Fee.
      Neither the Engagement Letter nor the Application state why
      the Debtor is paying the Firm any money beyond the Advisory
      Fees because they do not link the retainer to any
      performance requirement;

   4) although not stated in any of the documents submitted to the  
      Court, the U.S. Trustee assumes that the retainer is for the
      monthly accounting services that Conwell Williams will
      perform on behalf of the Debtor.  But how Conwell Williams
      will be paid for the monthly accounting services is not
      specifically stated in either the Engagement Letter or
      the Application;

   5) the Application states that Conwell Williams will be paid
      its normal and customary rates, but it fails to state what
      those rates are and for what services the Firm will be
      entitled to receive those rates; and

   6) the engagement is for a one-year term and the U.S. Trustee
      believes that in the event a Chapter 11 Trustee or Chapter 7
      Trustee is ever appointed during that time, they should not
      be bound to use Conwell Williams as a financial advisor.  
      There should be a provision in the contract that it becomes
      Void if a Chapter 11 Trustee is appointed, or the case
      converts to Chapter 7, or if Conwell Williams fails to
      perform under the contract.  There is currently no default
      or termination provisions in the Engagement Letter.

The Court has yet to schedule a hearing to consider Mr. McDow's
request.

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.


ON TOP: Wants to Hire Sciarrino & Associates as FCC Counsel
-----------------------------------------------------------          
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
employ Sciarrino & Associates, PLLC as their special counsel to
represent them in Federal Communication Commission matters.

Sciarrino & Associates will:

   1) assist and advise the Debtors with respect to FCC matters
      and appear before the FCC and protect the interests of the
      Debtors before the FCC; and

   2) perform all other legal services to the Debtor that may be
      necessary in connection with FCC matters.

Dawn M. Sciarrino, Esq., a Member of Sciarrino & Associates, is
the principal attorney from the Firm performing services to the
Debtors.  Mr. Sciarrino discloses that his Firm received a
$6,044.66 retainer.  Mr. Sciarrino charges $250 per hour for his
services.

Mr. Sciarrino reports that Sciarrino & Associates' attorneys
performing services to the Debtors will charge from $100 to $250
per hour.

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

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.


PONDEROSA PINE: McGuireWoods Approved as Construction Counsel
-------------------------------------------------------------
The Honorable Novalyn L. Winfield of the U.S. Bankruptcy Court for
the District of New Jersey put her stamp of approval on Ponderosa
Pine Energy, LLC, and its debtor-affiliates' request to employ
McGuireWoods LLP as their special construction counsel, nunc pro
tunc to Aug. 29, 2005.

McGuireWoods will:

   (a) negotiate a firm price proposal with Deltak LLC;

   (b) negotiate a letter of intent with Deltak LLC;

   (c) negotiate a final binding contract with Deltak for
       material procurement and the purchase of Long Lead Time
       Parts; and

   (d) negotiate and draft contracts with other suppliers and
       contractors for the repair, installation and
       reconstruction of the heat recovery steam generator, as
       necessary.

The Debtors related that McGuireWoods' services will not duplicate
any work of the retained professionals.

Joseph Tirone, Esq., a partner at McGuireWoods LLP, disclosed the
current hourly rates of professionals to be engaged:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners                     $225 - $500
      Associates                   $195 - $335
      Paralegals/Clerks             $80 - $160

Mr. Tirone assured the Debtors that McGuireWoods LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

With 725 lawyers in 15 offices worldwide, McGuireWoods LLP --
http://www.mcguirewoods.com/-- is a full service law firm that   
serves public, private, government and nonprofit clients from many
industries including automotive, energy resources, health care,
technology and transportation.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., Sharon L. Levine,
Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler PC
represent the Debtor in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


PROSOFT LEARNING: Likely Defaults Cue Going Concern Doubt
---------------------------------------------------------
Hein & Associates LLP expressed substantial doubt about Prosoft
Learning Corporation's ability to continue as a going concern
after it audited the Company's financial statement for the fiscal
year ended July 31, 2005.  The auditing firm says that the Company
is party to certain note agreements that provide creditors with
the ability to demand accelerated repayment of amounts owed if the
Company is unable to comply with the terms of the note agreements.  
The auditing firm notes that the Company's ability to comply with
the terms of the agreement in uncertain.  The auditing firm also
says that the Company also experienced losses from operations in
each of the last three years.

                      Fourth Quarter Results

Revenue in the fourth quarter of fiscal 2005 was $1.77 million,
compared to $1.75 million in the fourth quarter of fiscal 2004,
marking the first time the Company has achieved year-over-year
revenue improvement since the third quarter of fiscal 2001.  Gross
profit, as a percentage of revenue, was 73% for the fourth quarter
of fiscal 2005, compared to 66 percent for the fourth quarter of
the previous fiscal year.  Net loss for the fourth quarter of
fiscal 2005 was $490,000 compared to a net loss of $640,000 for
the fourth quarter of fiscal 2004.

"Clearly we are delighted to achieve the improvements in revenue,
gross profit and net loss compared to the fourth quarter of 2004,"
stated Benjamin Fink, Prosoft's president and CEO.  "Although our
market remains challenging, our efforts in restructuring our
product mix and sales focus, combined with the execution of our
academic strategy, are beginning to show tangible results."

Mr. Fink continued, "While our team continues to focus on
improving our operating performance, our capital structure needs
to be addressed in the near term.  Although our long-term debt
does not begin to mature until mid-2006, an event of default under
our debt agreements would arise if the Company loses its listing
status on the Nasdaq SmallCap market, which could occur on or
after November 2, 2005.  We are aggressively seeking resolution of
this issue with our noteholders." Fink also noted that the Company
had retained East Wind Advisors, LLC to act as its advisor as it
explores strategic alternatives.

Content development, sales and marketing, and general and
administrative expenses were $1.43 million in the fourth quarter
of fiscal 2005, compared to $1.60 million for the same quarter of
the previous fiscal year, a decrease of $170,000 or 11%.  Days
Sales Outstanding of receivables were at 29 days, consistent with
recent performance.

                       Notes Agreement

On August 30, 2004, the Company received $1.35 million from
institutional investors pursuant to the issuance of Secured 8%
Convertible Notes due August 30, 2006.  The Notes are secured by
all of the assets of the Company, subject to an intercreditor
agreement, and require interest payments semi-annually in cash or,
at the Company's option, in shares of its Common Stock or in the
form of additional one-year notes accruing interest at the rate of
10% per annum.  The Notes are convertible into common stock of the
Company at $1.68 per share.  In connection with this financing,
the Company also issued to the investors:

    (i) warrants to purchase up to 200,893 shares of the Company's
        Common Stock, exercisable at $2.28 per share and expiring
        in March 2010, and

   (ii) warrants to purchase up to 642,857 shares, exercisable at
        $2.10 per share and generally expiring in August 2009.

                        Default Condition

A term of the Subordinated Secured Convertible Note and the
Secured 8% Convertible Notes require that the Company maintain the
listing and trading of its common stock on the Nasdaq SmallCap
Market.  If the Company is unable to maintain the trading of its
common stock on Nasdaq for any reason, the Company will be in
default on the listing requirement covenant in the note
agreements.  Such a default provides the holders of the notes with
the ability to require immediate repayment of the principal and
interest then owed under the notes.

                      November 2 Deadline

The Company's stock has remained listed on the Nasdaq SmallCap
Market subject to a grace period granted by Nasdaq through
November 2, 2005, as a result of the Company's failure to meet the
$1.00 minimum bid price listing maintenance requirement of the
exchange.  To remain listed past that date, the bid price of the
Company's stock must be at least $1.00 for 10 consecutive trading
days prior to that date.  Since the Company's stock continues to
trade at less than $1.00 per share as of Oct. 28, 2005, and fewer
than 10 trading days remain before November 2, 2005, it is a
certainty that the Company will be out of compliance with the
Nasdaq minimum bid requirement as of the expiration of the grace
period.  If the Company's stock is delisted from Nasdaq, and if as
a result of that delisting the lenders should choose to accelerate
the repayment of their notes, the Company may be unable to repay
the principal and interest owed.  The Company is aggressively
seeking resolution of this issue with the noteholders.

                   Nasdaq Delisting Notice

On May 6, 2005, the Company received notice of a Nasdaq Staff
Determination indicating that the Company's common stock did not
qualify for continued listing on The Nasdaq SmallCap Market based
upon Nasdaq Marketplace Rule 4310(c)(4) (the "Rule").  The
Company's common stock has closed for the last 30 consecutive
business days below the minimum $1.00 per share requirement for
continued listing under the Rule.  In accordance with Marketplace
Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or
until November 2, 2005, to regain compliance.  If, at any time
before November 2, 2005, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, Nasdaq will provide written
notification that it complies with the Rule.

If the Company does not comply with the Rule by November 2, 2005,
Nasdaq will determine whether the Company meets The Nasdaq
SmallCap initial listing criteria as set forth in Marketplace Rule
4310(c), except for the bid price requirement.  If the Company
meets the initial listing criteria, Nasdaq will notify the Company
that it has been granted an additional 180 calendar day compliance
period.  If the Company is not eligible for an additional
compliance period, Nasdaq will provide written notification that
the Company's securities will be delisted.  At that time, the
Company may appeal Nasdaq's determination to delist its securities
to a Listing Qualifications Panel.

Prosoft Learning Corporation -- http://www.ProsoftLearning.com/--  
offers content and certifications to enable individuals to develop
and validate critical Information and Communications Technology
workforce skills.  Prosoft is a leader in the workforce
development arena, working with state and local governments and
school districts to provide ICT education solutions for high
school and community college students.  Prosoft has created and
distributes a complete library of classroom and e-learning
courses.  Prosoft distributes its content through its ComputerPREP
division to individuals, schools, colleges, commercial training
centers and corporations worldwide.  Prosoft owns the CIW job-role
certification program for Internet technologies and the Certified
in Convergent Network Technologies certification, and manages the
Convergence Technologies Professional vendor-neutral certification
for telecommunications.


QUINTILES TRANSNATIONAL: S&P Affirms BB- Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Quintiles Transnational Corp. to positive from stable.  Ratings on
the company, including the 'BB-' corporate credit rating, were
affirmed.

"The outlook revision reflects the acceleration of debt payments
made possible by the securitization of Quintiles' rights to
royalties and fees from sales of Eli Lilly & Co.'s depression
treatment, Cymbalta," said Standard & Poor's credit analyst David
Lugg.  The transaction yielded proceeds of $240 million, a portion
of which was used to pay off the remaining $154 million borrowed
under the company's existing credit facility, which was
terminated.

The mid-speculative-grade ratings on Research Triangle Park, North
Carolina-based Quintiles reflect the large financial burden that
the company assumed to fund its 2003 management-led leveraged
buyout, as well as customers' inconstant appetite for the
company's services.  Somewhat mitigating these factors, however,
is Quintiles' leading position as a service provider to       
well-heeled pharmaceutical companies and its significant cash
reserves.

The largely debt-financed buyout weakened lease-adjusted credit
measures dramatically, with adjusted total debt to EBITDA peaking
at double digits in 2004.  Since then, Quintiles has used the
proceeds of asset sales and cash made available through the
American Jobs Creation Act to prepay its bank borrowings.  Among
the remaining obligations of the company, the preferred stock held
by equity investors is recognized by Standard & Poor's as a
potentially significant call on financial resources; as such, we
view this preferred stock as a hybrid with an intermediate equity
content.

Also, a $220 million debt issue at Quintiles' parent, Pharma
Services Intermediate Holding Corp., is consolidated with the
Quintiles debt.  With these analytical adjustments, annualized
total debt to EBITDA is now 5.5x if the preferred is viewed
strictly as debt, or 3.6x if viewed as equity.  This dramatic
improvement from the levels in 2004 reflects both ongoing debt
reduction and five quarters of improved EBITDA.


RESIDENTIAL ACCREDIT: Fitch Rates $19.4 Mil Sub. Certs. at Low-B
----------------------------------------------------------------
Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2005-QS15, are rated by Fitch Ratings:

     -- $407,334,630 classes I-A, II-A, III-A, A-P, A-V, and R
        senior certificates 'AAA';

     -- $11,220,600 class M-1 'AA';

     -- $4,315,000 class M-2 'A';

     -- $3,236,300 class M-3 'BBB'.

In addition, these privately offered subordinate certificates are
rated by Fitch:

     -- $2,157,500 class B-1 'BB';
     -- $1,726,000 class B-2 'B'.

The $1,510,279 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.60%
subordination provided by the 2.60% class M-1, the 1.00% class M-
2, the 0.75% class M-3, the privately offered 0.50% class B-1, the
0.40% privately offered class B-2 and the 0.35% privately offered
class B-3.

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 reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s servicing capabilities as master servicer.

As of the cut-off date, Oct. 1, 2005, the mortgage pool consists
of 2,038 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$431,500,310.  The mortgage pool has a weighted average original
loan-to-value ratio of 75.64%.

The pool has a weighted average FICO score of 718, and
approximately 45.54% and 5.56% of the mortgage loans possess FICO
scores greater than or equal to 720 and less than 660,
respectively.  Equity refinance loans account for 30.64%, and
second homes account for 3.36%.  The average loan balance of the
loans in the pool is $211,727.  The three states that represent
the largest portion of the loans in the pool are California,
Florida and New York.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 18.6% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.

Approximately 15.4% of the mortgage loans were purchased from
American Home Mortgage Corporation, an unaffiliated seller.  
Except as described in the preceding sentence, no unaffiliated
seller sold more than 8.7% of the mortgage loans to Residential
Funding.  Approximately 77.5% of the mortgage loans are being
subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan, are referred to as
'high-cost' or 'covered' loans or any other similar designation if
the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points
and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, please see the press release
entitled 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation,' issued May 1, 2003, available on the Fitch
Ratings web site at http://www.fitchratings.com/.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program.  One or more of these attributes often
marks alt-A program loans: a non-owner-occupied property, the
absence of income verification, or a loan-to-value ratio or debt
service/income ratio that is higher than other guidelines permit.  
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as one real
estate mortgage investment conduit.


RUSSELL-STANLEY: Hunter Drums Gets Court Approval to Sell Assets
----------------------------------------------------------------
Hunter Drums Limited, a wholly-owned subsidiary of Russell-Stanley
Holdings, Inc., received approval on Oct. 27, 2005, from the
Ontario Supreme Court for the sale of substantially all of its
assets to Mauser Canada Ltd., a Canadian affiliate of Mauser-Werke
GmbH & Co. KG, and One Equity Partners.

As reported in the Troubled Company Reporter on Oct. 27, 2005, the
U.S. Bankruptcy Court for the District of Delaware confirmed on
October 25, 2005, Russell-Stanley Holdings, Inc.'s Joint
Prepackaged Plan of Reorganization.  The Debtor's Disclosure
Statement explaining its Plan was approved on October 20.

The Debtor filed a prepackaged chapter 11 plan in order to
effectuate an asset purchase agreement with an affiliate of
Mauser-Werke GmbH & Co. KG and One Equity Partners.  Pursuant to
that agreement, Russell-Stanley and certain of its subsidiaries
will sell substantially all of their assets to Mauser.  Prior to
the filings, Russell-Stanley obtained 100% acceptance of the Plan
from voting creditors.  This unanimous support is expected to
minimize the duration of the Chapter 11 cases.

Under the proposed plan, Russell-Stanley's existing subordinated
debt and equity will be cancelled, and bondholders will receive
their pro rata share of the sale proceeds that remain after
secured claims, unsecured claims other than bond claims, and
Chapter 11 expenses have been paid or reserved.

Hunter Drums has not been part of Russell-Stanley's Chapter 11
proceedings and has initiated its own ancillary proceedings in
Canada.  During the Canadian proceedings, Hunter Drums has paid
its creditors in the ordinary course of business and will continue
to do so until the sale of its business to Mauser Canada Ltd.

"This week's announcements and our combination with Mauser would
not have been possible without the strong support of our
creditors, vendors, customers and employees, including those
associated with Hunter Drums.  We are very appreciative of their
continued confidence during this process," said Ronald M.
Litchkowski, President and Chief Executive Officer of Russell-
Stanley.  "We are now looking forward to a new era in our business
as we become part of an organization that is a global leader in
industrial packaging."

Mauser-Werke GmbH Co. KG -- http://www.mauser-werke.com/-- is a  
global leader in industrial packaging, with its headquarters in
Bruehl, Germany.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North    
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


SCOTTS MIRACLE-GRO: Financial Plan Cues S&P to Affirm Low-B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on lawn and
garden care products supplier Scotts Miracle-Gro Co. to stable
from positive.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and 'B+' senior subordinated debt ratings on the company.  
Marysville, Ohio-based Scotts had about $393.5 million of total
debt outstanding at Sept. 30, 2005, excluding operating leases.

The revised outlook follows Scott's recent announcement that it
has authorized a $500 million share repurchase program, spread out
over the next five years.  "We believe this reflects a more
aggressive financial policy, which will reduce the company's
financial flexibility for acquisitions and debt reduction," said
Standard & Poor's credit analyst Mark Salierno.

Scotts also announced the acquisition of Gutwein & Co., Inc., a
family-owned provider of birdseed, for about $77 million.  
Standard & Poor's expects Gutwein to be funded through cash and
the company's revolving credit facility.

Standard & Poor's now expects a majority of free cash flow to be
applied to dividends, share repurchases, and opportunistic tuck-in
acquisitions versus its prior expectations for further
deleveraging.  The current rating and revised outlook provides
flexibility for additional small-sized acquisitions.


SEARS HOLDINGS: Richard Perry Appointed to Sears Holdings' Board
----------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) reported the election of
Richard C. Perry, 50, co-founder of investment management firm
Perry Capital L.L.C., to membership on the Sears Holdings board.
His election increases the number of directors to 11.

"Richard Perry is an accomplished investor and businessman.
Importantly, funds he manages are a significant owner of Sears
Holdings shares.  The Board of Directors looks forward to his
contribution, advice and leadership," said Sears Holdings
Corporation Chairman Edward S. Lampert.

Prior to founding Perry Capital, Perry worked in the equity
trading area of Goldman, Sachs & Co.  He also was an adjunct
associate professor at the Stern School of Business at New York
University.  Perry also serves on the boards of Radio & Records,
Inc. and Endurance Specialty Insurance, Ltd.

Perry is a member of the boards of trustees of the Allen Stevenson
School, Milton Academy, Facing History and Ourselves, Harlem
Children's Zone and the University of Pennsylvania.  He also
serves on the Undergraduate Executive Board of the University of
Pennsylvania's Wharton School.  He earned an MBA at New York
University's Stern School of Business in 1980, and a BS at the
University of Pennsylvania's Wharton School in 1977.

                       About Perry Capital

Founded in 1988, Perry Capital is a private investment management
firm with approximately $11 billion under management and offices
in New York, London and Hong Kong.  Perry Capital generally
considers its investments to be long-term and seeks to develop
close working relationships with the key members of a company's
management and operating team.

Sears Holdings Corporation -- http://www.searshc.com/-- is the    
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.  
(Kmart Bankruptcy News, Issue No. 103; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SHC INC: Administrator Wants Until Feb. 22 to Object to Claims
--------------------------------------------------------------
Walker Truesdell & Associates, Inc., the Plan Administrator, and
Carroll Services, LLC, the Liquidation Trustee, appointed pursuant
to the confirmed Plan of SHC, Inc., and its debtor-affiliates, ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend until Feb. 22, 2006, the period to object to claims.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the Court extended the period for the Plan Trustee and Liquidating
Trustee to object to claims to Oct. 25, 2005.

The Plan Administrator tells the Court that since the date of the
approval of the original extension, the Plan Administrator has:

    (i) filed two notices of satisfaction addressing pending
        priority claims;

   (ii) filed, together with the Liquidation Trustee, an omnibus
        claim objection to certain late-filed claims;

  (iii) achieved, together with the Liquidation Trustee, an
        agreement in principle - pending the agreement of the
        parties on acceptable language for a proposed form of
        order - a joint objection to the claims of the U.S.
        Customs and Border Protection;

   (iv) obtained, together with the Liquidation Trustee, an order
        approving the settlement of the claims of the Pension
        Benefit Guaranty against the Debtors; and

    (v) obtained as extension of the deadline by which actions may
        be removed.

The Plan Administrator and Liquidation Trustee tell the Court that
along with PBGC, they have conducted extensive settlement
discussions, which culminated in a global settlement and
resolution of PBGC's claims.

The Plan Administrator and Liquidation Trustee say that given the
magnitude and complexity of the PBGC Claims, they have devoted
much of their time and attention to negotiating and resolving the
PBGC Claims and obtaining an order approving the settlement of the
PBGC Claims.

The Plan Administrator tells the court that more time is needed
for to analyze and resolve the remaining priority claims.

The Liquidation Trustee, on the other hand, tells the Court that
since the effective date, Carroll Services, in addition to
performing many tasks, has been conducting a review and analysis
of General Unsecured Claims.  The Liquidation Trustee discloses
that the Debtors' schedules listed approximately 2000 creditors
holding General Unsecured Claims and in addition, approximately
360 proofs of claim have been filed asserting GEneral Unsecured
Claims.  The aggregate amount of all General Unsecured Claims, as
filed, is estimated to total $156,000,000, the Liquidation Trustee
says.

The Liquidation Trustee reminds the Court that Carroll Services
has:

    (a) with the cooperation and assistance of the Plan
        Administrator, filed eleven objections to general
        unsecured claims;

    (b) actively participated in the settlement of the PBGC Claims
        and Customs Claims; and

    (c) filed a notice of satisfaction seeking to expunge over $4
        million in general unsecured claims.

The Liquidation Trustee tells the Court that although many of the
General Unsecured Claims have been resolved, Carroll Services is
continuing to perform a careful and thorough analysis of the
remaining General Unsecured Claims to determine whether any
objections should be filed to invalid of deficient claims.  The
Liquidation Trustee discloses that in light of recent
developments, more time is needed to complete this critical
analysis.

The Liquidation Trustee says that it has learned that certain
potential creditors might not have received adequate notice of the
Debtors' chapter 11 cases or the claims bar date in the cases.  
Together with the Plan Administrator, the Liquidation Trustee says
that they have investigated this complex issues and determined
that these parties should receive, after the Debtors' schedules
are amended, notice and an opportunity to file claims.  The
Liquidation Trustee tells that Court that it will address any
resulting claims received from such parties.

The Plan Administrator and Liquidation Trustee say that extending
the period to object to claims would provide them with sufficient
time to:

    (1) analyze claims;

    (2) prepare and file additional objection to claims; and

    (3) where appropriate, attempt to consensually resolve
        disputed claims.

Headquartered in Chicopee, Massachusetts, SHC, Inc., is a
manufacturer of golf balls and clubs and other sporting goods.  
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).  
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represents the Debtors.  When the Debtors filed for chapter
11 protection, they listed estimated assets of more than $50,000
and estimated debts of more than $100 million.  The Court
confirmed the Debtors' Joint Plan on July 8, 2004, and the Plan
took effect on Aug. 2, 2004.  Walker Truesdell & Associates, Inc.,
is the Plan Administrator pursuant to the confirmed Plan.


SINGER-DENMAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Singer-Denman Lumber Co., Inc.
        4115 Route 28
        P.O. Box 308
        Boiceville, New York 12412-0308

Bankruptcy Case No.: 05-55011

Type of Business: The Debtor owns, operates and manages a
                  shopping mall in Boiceville, New York.

Chapter 11 Petition Date: October 31, 2005

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Lawrence M. Klein, Esq.
                  Drake, Sommers, Loeb, Tarshis
                  Catania & Liberth, PLLC
                  1 Corwin Court
                  P.O. Box 1479
                  Newburgh, New York 12550
                  Tel: (845) 561-2500
                  Fax: (845) 561-2520

Total Assets: $2,005,369

Total Debts:    $574,322

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Wells Fargo                                $100,000
   Attn: President
   P.O. Box 29746
   Phoenix, AZ 85038-9746

   MBNA                                        $20,000
   Attn: President
   P.O. Box 15026
   Wilmington, DE 19850-5026

   Feldman Wood Products                        $4,752
   Attn: President
   1 Herricks Road
   Garden City Park, NY 11040

   Wilcor International                         $4,000
   Attn: President
   700 Broad Street
   Utica, NY 12501

   3-G Supply East LLC                          $3,000
   Attn: President
   P.O. box 35106
   Cleveland, OH 44135

   Jolly Gardner Products Inc.                  $2,769
   Attn: President
   W-510379
   P.O. Box 7777
   Philadelphia, PA 19175-0379

   Sperry, Cuno, Molgate & Churchill            $2,720
   Attn; President
   P.O. Box 757
   Lake Katrine, NY 12449-0757

   National Nail Company                        $1,632
   Attn: President
   2964 Clydon
   Grand Rapids, MI 49509

   Rug Doctor                                   $1,522
   Attn: President
   4701 Old Shepard Place
   Plano, TX 75093-5250

   Central Hudson Gas & Electric                $1,500
   Attn: President
   284 South Avenue
   Poughkeepsie, NY 12601-4839

   Suburban Propane                             $1,446
   Attn: President
   CPO Box 1151
   Kingston, NY 12402-1151

   NuI Telecom                                  $1,118
   Attn: President
   254 South Main Street
   New City, NY 10956

   DB Rasch                                       $800
   Attn: President
   19 Clinton Avenue
   Monticello, NY 12701

   Hillman Fastener                               $739
   Attn: President
   P.O. Box 31012
   Cincinnati, OH 45231-0012

   UGL                                            $680
   Attn: President
   P.O. Box 1347
   Gibsonia, PA 15044

   AT & T                                         $610
   Attn: President
   P.O. Box 78225
   Phoenix, AZ 85062-8225

   Verizon                                        $589
   Attn: President
   P.O. Box 15124
   Albany, NY 12212-5124

   Weeks Seed Co., Inc.                           $564
   Attn: President
   2103 Chestnut Street
   Greenville, NC 27834

   Phoenicia Times                                $550
   Attn: President
   P.O. Box 444
   Shokan, NY 12481

   Waste Management                               $501
   Attn: President
   264 Old Flatbush Road
   Kingston, NY 12401


SOLUTIA INC: Has Exclusive Right to File Ch. 11 Plan Until Nov. 17
------------------------------------------------------------------
In a bridge order, the U.S. Bankruptcy Court for the Southern
District of New York extends Solutia Inc. and its debtor-
affiliates' exclusive period to file a plan of reorganization
through the date of the final hearing on the extension request on
November 17, 2005.  The Debtors' exclusive period to solicit
acceptances of that plan is extended to January 16, 2006.

As reported in the Troubled Company Reporter on Oct. 5, 2005, the
Debtors asked the Court extend their exclusive plan filing period
through and including January 9, 2006.  The Debtors also asked the
Court to extend their exclusive solicitation period through and
including March 6, 2006.

Robbin L. Itkin, Esq., at Kirkland & Ellis LLP, in New York,
related that at an August 5, 2005, hearing, the Court recognized
the breadth and complexity of the issues faced by the Debtors
with regard to their legacy environmental and tort liabilities.
At that hearing, the Court asked the Debtors to prepare a
confidential written report discussing its environmental and tort
liabilities and the proposed plan treatment and resolution of
those claims and liabilities.  In addition, the Court indicated
that it would not consider a plan of reorganization or disclosure
statement until it had reviewed the Environmental and Tort
Liability Report.  

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a      
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOUTHERN PRODUCTS: Case Summary & 45 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Southern Products Company
             70 Corporate Woods Drive
             Bridgeton, Missouri 63044

Bankruptcy Case No.: 05-61822

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      SPC Transportation, Inc.                   05-61823
      UHT Mix Specialties, Inc.                  05-61823

Type of Business: The Debtor sells ice cream and custard mixes and
                  provides full-service delivery to hundreds of
                  fast food outlets throughout the Central United
                  States.  See http://www.1spc.com/

Chapter 11 Petition Date: October 28, 2005

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtors' Counsel: Norman W. Pressman, Esq.
                  Robert A. Breidenbach, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Avenue, Suite 101
                  St. Louis, Missouri 63124
                  Tel: (314) 727-1717

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
Southern Products Company   Less than $50,000   $1 Million to
                                                $10 Million

SPC Transportation, Inc.    Less than $50,000   $500,000 to
                                                $1 Million

UHT Mix Specialties, Inc.   Less than $50,000   Less than $50,000

A. Southern Products Company's 19 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
   MidStates DairyPlant                        $341,055
   6040 North Lindbergh Boulevard
   Hazelwood, MO 63042

   SWS Inc.                                    $323,249
   P.O. Box 678228
   Dallas, TX 75267

   TR Topper IDQ                               $322,459
   P.O. Box 11521
   Pueblo, CO 81001

   SPC Real Estate, LLC                        $307,913
   Missouri

   LyonsMagnus                                 $293,641
   P.O. Box 49121
   San Jose, CA 95161

   Dairy Farmers of America                    $269,683
   2637 Collection Center Drive
   Chicago, IL 60693

   International Food                          $229,176
   4029 Solutions Centre #774029
   Chicago, IL 60677

   West Liberty Foods, LLC                     $227,034
   37401 Eagle
   Chicago, IL 60678

   Delmonte Fresh Produce Co.                  $223,251
   33979 Treasury Center
   Chicago, IL 60694

   Birchwood Meat & Provision Inc.             $211,942
   BIN NO 63012
   Milwaukee, WI 53288

   Scholle Corporation                         $139,360
   7243 Collection Center Drive
   Chicago, IL 60693

   Conagra Grocery JHS IDQ                     $130,982
   P.O. Box 409626
   Atlanta, GA 30384

   International Paper IDQ                     $128,396
   1689 Solution Center
   Chicago, IL 60677

   Tarrier Foods                               $125,368
   P.O. Box 4310
   Cincinnati, OH 45263

   AgriDairy Products Inc.                     $125,102
   3020 Westchester Avenue
   Purchase, NY 10577

   Pecan Deluxe Candy IDQ                      $120,297
   P.O. Box 846068
   Dallas, TX 75284

   Hunter Farms                                $100,781
   c/o Yogurt Ventures
   1750 The Exchange
   Atlanta, GA 30339

   Blumenfeld Kaplan & Sandweiss, P.C.         $100,000
   168 North Meramec, Suite 400
   Saint Louis, MO 63105-3763

   Schrober Foods Inc.                          $36,673
   P.O. Box 93486
   Chicago, IL 60673

B. SPC Transportation, Inc.'s 19 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
   Hogan Motor Leasing Inc.                    $354,948
   1000 North 14th Street
   Saint Louis, MO 63106-3827

   TMCI, Inc.                                   $82,182
   12448 Sportsman Road
   Highland

   Ryder Truck Rental Inc.                      $68,436
   2025 East Chestnut Parkway

   J.D. Street & Company Inc.                   $68,140
   144 Weldon Parkway
   Maryland Heights, MO 63043

   American Family Insurance                    $66,298

   Flexway Trucking                             $52,703

   Scopelitis, Garvin, Light & Hanson           $29,214

   DTS Truck Division                           $14,304

   Sprint                                       $13,671

   R.L. Smith Truck Brokers Inc.                $13,362

   Edwards Brothers Inc.                        $10,067

   Witte Bros Exchange Inc.                      $7,207

   Assurant Employee Benefits                    $6,798

   Holiday Inn SE - Indianapolis                 $4,923

   Labor Finder - St. Peters                     $3,863

   Eickhoff Enterprises Inc.                     $3,700

   Door Controls Inc.                            $3,610

   Cintas                                        $3,402

   Southern Products Company                       $839

C. UHT Mix Specialties, Inc.'s 7 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
   INPACO                                       $12,428
   P.O. Box 494
   Columbus, OH 43085

   Ultra Process Systems, LLC                    $6,004
   [Address Not Provided]

   Union Planters Bank                           $1,816
   8182 Maryland, 2nd Floor
   Saint Louis, MO 63105

   One Beacon                                    $1,141
   P.O. Box 4002
   Woburn, MA 01888-4002

   American Family Insurance                       $615
   6000 American Parkway
   Madison, WI 53783

   Ronald A. Leggett                               $380
   Collector of Revenue
   1200 Market Street
   Saint Louis, MO 63103

   Missouri Department of Revenue                  $280
   P.O. Box 475
   Jefferson City, MO 65105


SOUTHWEST RECREATIONAL: Sues Zurich American Insurance for $2 Mil.
------------------------------------------------------------------
Ronald L. Glass, the chapter 11 Trustee for Southwest Recreational
Industries, Inc., and its debtor-affiliates, commenced an
adversary proceeding seeking to recover excess collateral proceeds
and punitive damages from Zurich American Insurance Company.  

Mr. Glass tells the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, that Zurich is guilty of:

     -- violating the automatic stay;
     -- unlawful post-petition transfer;
     -- breach of contract; and
     -- conversion and unjust enrichment.

               Retrospective Rating Agreement

Zurich provided the Debtors with workers' compensation, automobile
liability and general liability insurance prior to the Petition
Dates.  A Deductible and Paid Loss Retrospective Rating Agreement
between Zurich and Southwest Recreational's affiliate, American
Sports Products Group, Inc., governs these insurance policies.  

Pursuant to the retrospective rating agreement, the Debtors posted
three renewable letters of credit, totaling $2.25 million, for
Zurich, through Heller Financial, Inc.  In addition, American
Sports posted $282,000 in escrow funds to secure its obligations
under the retrospective rating agreement.

Zurich contends that the Debtors owe approximately $3 million
under the insurance agreements.  The amount includes contingent,
unliquidated and unmatured reserve claims and other disallowable
charges.  The Debtors say that Zurich's maximum claim against
their estate is no more than $1.2 million.

              Improper Application of Collateral

Without permission from the Bankruptcy Court, Zurich drew down the
entire $2.25 million balance of the letters of credit and applied
these proceeds, along with American Sports' escrow funds, to the
Debtors' liabilities under the insurance policies.  Zurich says it
still has a $547,608 in deficiency claim and wants administrative
priority treatment for $319,409 of this claim and priority
treatment for the remaining $228,199.

The Trustee says that Zurich's action resulted in an overpayment
of at least $1.3 million and has consequently demanded for the
return of the overpaid sums.  Zurich refuses to comply with the
Trustee's demands.

                Debtors' Allegations

The Debtors want the Bankruptcy Court to compel Zurich to return
the overpaid sums saying the application of the letters of credit
constitutes a breach of contract.  Apart from the return of the
overpaid sums, the Debtors also want to collect interest from the
date of the demand letter, post judgment interest, attorney's fees
and all costs associated with the adversary action.

In addition, The Debtors allege separate counts of:  

    a) avoidance and recovery of post-petition collateral, and
       seeks judgment of at least $1.3 million, plus interest;

    b) conversion, and seeks actual and punitive damages in an
       amount to be proven at trial of not less than $1.3 million,
       plus interest;

    c) unjust enrichment, and seeks judgment of not less than $1.3
       million, plus interest;

    d) avoidance and recovery or preferential transfers totaling
       $680,083   

    e) willful violation of the automatic stay, and seeks judgment
       voiding the application of the credit balance refund and
       escrowed funds.  The Debtors also seek damages in an amount
       to be proven at trial, plus interest.

A copy of the Deductible and Paid Loss Retrospective Rating
Agreement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051031024658

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,    
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at
Alston & Bird, LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.  On Aug. 11, 2004, Ronald L. Glass was
appointed as Chapter 11 Trustee for the Debtors.  Henry F. Sewell,
Jr., Esq., Gary W. Marsh, Esq., at McKenna Long & Aldridge LLP
represent the Chapter 11 Trustee.  The Bankruptcy Court converted
the Debtors' chapter 11 cases into liquidation proceedings under
chapter 7 of the Bankruptcy Code on Oct. 14, 2005.


STONERIDGE INC: Posts $3.3 Million Net Loss in Third Quarter
------------------------------------------------------------
Stoneridge, Inc. (NYSE: SRI) reported net sales of $158.7 million
and a net loss of $3.3 million for the third quarter ended Oct. 1,
2005.

Net sales decreased $5.6 million, or 3.4 percent, to
$158.7 million, compared with $164.3 million for the third quarter
of 2004.  The decrease in sales was primarily due to decreased
commercial vehicle production and product price reductions.  The
effect of foreign currency translation reduced third-quarter net
sales by approximately $0.5 million compared with the same period
in 2004.

Net loss for the third quarter was $3.3 million, compared with net
income of $3.9 million, in the third quarter of 2004.  The
decrease in net income was primarily the result of the Company's
previously disclosed restructuring activities and related
operating inefficiencies, along with product price reductions and
estimated non-cash losses from bad debt reserves required as a
result of the October 8, 2005 bankruptcy protection filing of one
of our customers, Delphi Corporation.

"The environment for suppliers in the North American automotive
industry remains challenging as evidenced by Delphi's bankruptcy
filing," Gerald V. Pisani, president and chief executive officer,
said.  "Stoneridge is committed to overcoming these challenges
through our cost-reduction programs and our focus on organic
growth of our highly engineered electrical and electronic
products."

For the nine months ended October 1, 2005, net sales were $519.8
million, an increase of $1.4 million compared with $518.4 million
for the nine months ended September 30, 2004.  Net income for the
first nine months of 2005 was $3.9 million, compared with $22.4
million, in the comparable 2004 nine-month period.

Headquartered in Warren, Ohio, Stoneridge, Inc. --  
http://www.stoneridge.com/-- is a leading independent designer    
and manufacturer of highly engineered electrical and electronic  
components, modules and systems principally for the automotive,  
medium- and heavy-duty truck, agricultural and off-highway vehicle  
markets.  Net sales in 2004 were approximately $682 million.   

                         *      *      *  

As reported in the Troubled Company Reporter on May 3, 2005,   
Standard & Poor's Ratings Services revised its outlook on   
Stoneridge Inc. to stable from positive, following the company's   
announcement that 2005 earnings will fall well short of previous   
guidance.  Because of the lower earnings target, it is unlikely   
the company will achieve and sustain credit statistics   
sufficiently improved to support a ratings upgrade in the next   
year or two.  At the same time, Standard & Poor's affirmed its  
'BB-' corporate credit, 'BB' senior secured debt, and 'B+' senior   
unsecured debt ratings on Stoneridge.


STRUCTURED ASSET: Fitch Rates $21.9 Mil Certificate Class at Low-B
------------------------------------------------------------------
Structured Asset Securities Corp. $482 million mortgage       
pass-through certificates, series 2005-S6, are rated by Fitch
Ratings:

     -- $343.9 million classes A-1 and A-2 'AAA';
     -- $26.2 million class M1 'AA+';
     -- $22.4 million class M2 'AA';
     -- $10.3 million class M3 'AA-';
     -- $14.8 million class M4 'A+';
     -- $10.8 million class M5 'A';
     -- $6.5 million class M6 'A-';
     -- $11.3 million class M7 'BBB+';
     -- $7.3 million class M8 'BBB';
     -- $6.5 million class M9 'BBB-';
     -- $3.8 million class B1 'BB+';
     -- $5 million class B2 'BB+';
     -- $13.1 million class B3 'BB'.

The 'AAA' rating on the class A-1 and A-2 certificates reflects
the 31.65% total credit enhancement provided by the 5.20% class
M1, the 4.45% class M2, the 2.05% class M3, the 2.95% class M4,
the 2.15% class M5, the 1.30% class M6, the 2.25% class M7, the
1.45% class M8, the 1.30% class M9, the 0.75% non-offered class
B1, the 1.00% non-offered class B2, the 2.60% non-offered class
B3, as well as the 4.20% target overcollateralization.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services LLC as master servicer.  
Wells Fargo Bank, N.A, rated 'AA' by Fitch, will act as trustee.

On the closing date, the trust fund will consist of a pool of
conventional, second lien, fixed-rate, fully amortizing and
balloon, residential mortgage loans with a total principal balance
as of the cut-off date of approximately $506,454,107.  All of the
mortgage loans are fixed-rate mortgage loans. The weighted average
loan rate is approximately 10.451%.  The weighted average
remaining term to maturity is 290 months.  The average principal
balance of the loans is approximately $51,531.  The weighted
average combined loan-to-value ratio is 97.00%.  The properties
are primarily located in California, Florida, and Arizona.  
Approximately 95.63% of the mortgage loans are 80 plus LTV Loans.

Approximately 54.12% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from Aurora Loan Services LLC and 35.07%
from Ameriquest One Mortgage Corporation.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


THOMAS JOHNSON: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas F. Johnson
        1 Bow Lane
        Barrington Hills, Illinois 60010

Bankruptcy Case No.: 05-63257

Type of Business: The Debtor is the President of
                  Klodno-Pivo, Inc., which is located in
                  Crystal Lake, Illinois.

Chapter 11 Petition Date: October 31, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Thomas W. Drexler, Esq.
                  Law Office of Thomas W. Drexler
                  77 W Washington, Suite 1910
                  Chicago, Illinois 60602
                  Tel: (312) 726-7335
                  Fax: (312) 263-7300

Total Assets: $5,908,050

Total Debts:  $4,057,200

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service A-K     Trade debt              $5,600
230 South Dearborn Street
Stop 5016
Chicago, IL 60604

Illinois Department of Revenue   Trade debt              $1,600
P.O. Box 19035
Springfield, IL 62794-9035


TIDEWATER SENIORS: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Tidewater Seniors, Inc.  
        3403-C County Street  
        Portsmouth, Virginia 23707

Bankruptcy Case No.: 05-77118

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: John D. McIntyre, Esq.
                  Willcox & Savage, P.C.
                  One Commercial Place, Suite# 1800
                  Norfolk, Virginia 23510
                  Tel: (757) 628-5500
                  Fax: (757) 628-5566

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,00 to $500,000

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tidewaters Seniors Apartments Contract                   Unknown
340 Royal Poinciana Way
Suite# 305
Palm Beach, FL 33480


TRUMP HOTELS: Wants Court to Clarify Power Plant Stipulation
------------------------------------------------------------
On Dec. 30, 2004, Trump Hotels & Casino Resorts Development,
LLC, filed a complaint against Richard T. Fields, Coastal
Development, LLC, Power Plant Entertainment, LLC, Native American
Development, LLC, Joseph S. Weinberg, and The Cordish Company, in
the Circuit Court of the 17th Judicial District for Broward
County, in Florida.

THCR Development alleged that the Power Plant Group deceitfully
obtained agreements with the Seminole Tribe to open and operate
casinos on the Seminole Reservations.  The Complaint asserted
claims for fraud, breach of fiduciary duty, conspiracy, violation
of the Florida Deceptive and Unfair Trade Practices Act, and
interference with a prospective business relationship.

After initially objecting to the Debtors' proposed Disclosure
Statement accompanying the Joint Plan of Reorganization, the
Power Plant Group agreed to mutually acceptable language, which
disclosed the Florida Litigation and the alleged, unfiled claims
and counterclaims.

After unsuccessfully appointing an examiner, the Power Plant
Group objected to the confirmation of the Plan.  To resolve all
claims between them, the Debtors and the Power Plant Group
entered into a stipulation.

                   Power Plant Group Stipulation

As previously reported, the Stipulation allowed the parties to
proceed in the Florida State Court as if the Debtors' bankruptcy
cases had not been filed, so that the Florida Litigation and any
future litigation between them may proceed in the Florida court
or other courts of competent jurisdiction other than the
Bankruptcy Court.  The Stipulation also allowed the Power Plant
Group, individually and collectively, to file a counterclaim
against the Debtors in the Florida Litigation despite the release
provision granted to the Debtors and the non-debtors in the
Debtors' Second Amended Plan.

The counterclaims could only exist to counter the claims pled by
the Debtors in the Florida Litigation.  Moreover, the language
directly inserted from the Stipulation into the Amended Plan
clearly states that the Debtors disputed all of the claims
alleged by the Power Plant Group relating to the Florida
Litigation.

The Confirmation Order, entered by the Court in April 2005,
explicitly provided that claims arising out of gross negligence
and willful misconduct were carved out of the Debtors' releases
contained in the Amended Plan.

                      Summary Judgment Motion

Contrary to the Stipulation and the Second Amended Plan, on
July 1, 2005, Mr. Fields filed a motion for summary judgment
against THCR Development in the Florida Litigation.  The Summary
Judgment Motion alleges that the Stipulation, the Second Amended
Plan and the Confirmation Order released Mr. Fields from any
claims either asserted by THCR Development or existing in favor
of THCR Development before the Effective Date.

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, asserts that the Summary
Judgment Motion completely misrepresents and distorts the
Stipulation, the Second Amended Plan and the Confirmation Order.
Furthermore, Mr. Stanziale says, the misrepresentations and
distortions jeopardize the Debtors' ability to pursue a
substantial recovery for their estates.  The Summary Judgment
Motion shows a complete disregard for the Court and its orders,
Mr. Stanziale adds.

                    Debtors Seek Clarification

Accordingly, the Reorganized Debtors ask the U.S. Bankruptcy Court
for the District of New Jersey to clarify that the Power Plant
Stipulation, the Amended Plan, and the Confirmation Order do not
provide a release in favor of the Power Plan Group or Mr. Fields,
which would deny the Debtors' right to prosecute their claims in
the Florida Litigation and which would deny the Debtors' ability
to pursue a valuable recovery for their estates.

The Stipulation, the Second Amended Plan and the Confirmation
Order were clearly intended to allow the parties to fully and
substantively litigate and present all of their claims and
counterclaims in the Florida Litigation, Mr. Stanziale maintains.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Wants Court to Expunge DLJ's $25,000,000 Claims
-------------------------------------------------------------
Reorganized Debtors Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P., Trump Plaza Associates,
Trump Taj Mahal Associates, Trump Atlantic City Associates and
Trump Casino Holdings, LLC, ask the U.S. Bankruptcy Court for the
District of New Jersey to disallow the proofs of claim filed by
DLJ Merchant Banking Partners III, L.P., in the Debtors' Chapter
11 cases.

DLJ Merchant is a managing firm owned and controlled by Credit
Suisse First Boston, Inc.  During the third quarter of 2003, DLJ
told the Debtors it is interested in proposing a restructuring
transaction that would include a significant equity investment by
the firm as part of the Debtors' recapitalization.

                 Confidential Exclusivity Agreement

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, relates that on Jan. 20,
2004, DLJ led the Trump Parties to believe that it will pursue a
transaction.  DLJ required THCR to execute an exclusivity
agreement that restricted THCR and its affiliates and
representatives from soliciting, participating in negotiations
with, or furnishing nonpublic information to any party other than
DLJ regarding a potential recapitalization of the Debtors.  DLJ
would cease further discussions about the potential equity
investment unless it was given the exclusive opportunity to have
those discussions.

The Exclusivity Agreement provided, inter alia, that THCR would
provide DLJ with access to the Trump Parties' properties, books,
records and documents and that THCR would reimburse DLJ for some
transaction expenses in the event a restructuring transaction
were to be consummated or they breached the Exclusivity
Agreement.  The Agreement also contained a provision limiting the
Trump Parties' ability to disclose the Exclusivity Agreement.

                      Original Letter Agreement

On Feb. 12, 2004, DLJ insisted that, as a prerequisite to it
moving forward with a transaction, the Trump Parties execute a
letter agreement.  The Original Letter Agreement requires the
Trump Parties, except for THCR Holdings, to pay DLJ a $25 million
transaction fee, plus up to $5 million of expenses, if they
consummate a restructuring transaction having a value to THCR in
excess of $200,000,000 with any party other than DLJ, so long as
the terms of the alternative transaction are in place by Dec. 1,
2004.  The Original Letter Agreement did not bind DLJ to pursue
consummation of a transaction with the Debtors or even to
continue discussions with the Debtors.  Thus, the Original Letter
Agreement imposed no obligations upon DLJ, while it required the
Debtors to pay DLJ $25,000,000 to $30,000,000 if they did not do
a deal with the firm.

If DLJ whimsically terminated discussions minutes after the
Original Letter Agreement was executed, the Debtors nevertheless
would be obligated to pay DLJ at least $25,000,000 when they
entered into an alternative restructuring transaction.  Thus,
even if the Debtors sought to consummate a transaction with DLJ,
and DLJ simply declined without explanation, DLJ would become
entitled to at least a $25,000,000 payment if an Alternative
Transaction were to occur on or prior to Dec. 1, 2004 -- the
Tail Period.

Under the terms of the Original Letter Agreement, the $25,000,000
Transaction Fee amounted to 12.5% of the minimum transaction
value that could qualify as an Alternative Transaction.  By
insisting that the Trump Parties enter into the Original Letter
Agreement, DLJ knew or should have known that the Trump Parties
would believe that DLJ was committed to pursuing a restructuring
transaction in good faith, and would rely on that belief as the
basis for determining to execute the Original Letter Agreement.

                    Second Exclusivity Agreement

On March 19, 2004, the Exclusivity Agreement expired in
accordance with its terms leaving the Debtors free to solicit
offers from and negotiate with other parties.  On Aug. 9, 2004,
THCR and DLJ entered into a Second Exclusivity Agreement, which
reinstated the Exclusivity Period through the earlier of
Dec. 31, 2004 or the Trump Parties' filing of a Chapter 11
case.  DLJ made it clear that it would not continue to pursue a
restructuring transaction unless the Trump Parties executed the
Second Exclusivity Agreement.

Pursuant to a DLJ Restructuring Term Sheet attached to the Second
Exclusivity Agreement, DLJ and the Trump Parties agreed to a
$400,000,000 equity investment by DLJ in exchange for THCR new
common stock.  A portion of the equity investment were to
constitute part of the consideration to be provided to the
holders of certain First Priority Mortgage Notes issued by TAC
and its affiliates, and certain of the First Priority and Second
Priority Mortgage Notes issued by TCH and Trump Casino Funding,
Inc.  Another portion of the proceeds would be used to fund the
Debtors' ongoing business operations and capital expenditures.

Additionally, DLJ agreed, in its capacity as a holder of the
Second Priority Mortgage Notes, to vote for any plan of
reorganization proposed by THCR on terms materially consistent
with the DLJ Restructuring Term Sheet.  The Trump Parties believe
that DLJ was committed to pursuing a restructuring transaction in
good faith, and would rely on that belief as the basis for
determining to execute the Second Exclusivity Agreement.

                      Amended Letter Agreement

On Aug. 9, 2004, the Trump Parties entered into a Letter
Agreement Amendment with DLJ.  The Amended Letter Agreement
extended the Tail Period to June 30, 2005, and required the Trump
Parties, other than THCR Holdings, to reimburse DLJ for up to
$5,000,000 in expenses in connection with the Proposed
Restructuring Transaction.  Mr. Stanziale attests that DLJ
provided no consideration to the Trump Parties in exchange for
the extension or the enhanced obligations.

The Amended Letter Agreement did not explicitly require DLJ to
pursue in good faith the Proposed Restructuring Transaction.
However, DLJ knew or should have known that its insistence that
the Trump Parties enter into the Amended Letter Agreement would
cause them to believe that DLJ was committed to pursuing the
Proposed Restructuring Transaction in good faith, Mr. Stanziale
says.

                          Escrow Agreements

On Aug. 16, 2004, each of the Trump Parties and DLJ entered
into identical Escrow Agreements, pursuant to which the Trump
Parties transferred $2,379,966 into an escrow account to cover
DLJ's expenses.

On Sept. 22, 2004, DLJ informed the Trump Parties that it was
terminating its discussions and would not enter into a
restructuring transaction with them.  The following day, DLJ
informed the escrow agent that it had terminated discussions and
demanded the release of the Escrow Funds.

                    DLJ Misled the Trump Parties

According to Mr. Stanziale, DLJ's decision to terminate
negotiations, just weeks after having induced the Trump Parties
to enter into the Amended Letter Agreement, the Second
Exclusivity Agreement, and the Escrow Agreements -- the August
2004 Agreements -- astounded the Debtors.  Mr. Stanziale points
out that DLJ did not discover any material adverse information
about the Debtors or their businesses between the time of the
August 2004 Agreements and the Sept. 22, 2004, notice of
termination that it had not become aware of prior to the August
2004 Agreements through its lengthy due diligence process.

From the totality of circumstances, Mr. Stanziale asserts that
DLJ misled the Debtors into believing that the firm intended to
pursue a transaction in good faith to induce the Debtors to enter
into the August 2004 Agreements "in order to line its pockets
with huge and totally underserved fees."  At the time the August
2004 Agreements were signed, the Debtors allege that DLJ had
already decided that it was not going to go forward with a
restructuring transaction, but was merely perfecting and
expanding its ability to assert claims for the Restructuring Fee
and Expenses.

Had the Trump Parties known of DLJ's true intentions, they would
never have executed the August 2004 Agreements, Mr. Stanziale
says.  By inducing the Trump Parties to enter into the August
2004 Agreements, DLJ harmed the Debtors by preventing them from
soliciting genuine restructuring transactions at the time that
insolvency and illiquidity posed the greatest threat to the
Debtors' future and ability to repay creditors.

On Sept. 22, 2004, after having been prohibited by DLJ from
negotiating with other parties, the Debtors scrambled to create a
new restructuring strategy.  The Debtors succeeded in reaching an
agreement on terms for a recapitalization with certain large
noteholders.  However, the terms included higher interest rates
than those that were contemplated under DLJ's Proposed
Restructuring Transaction.  Hence, the recapitalization was
materially less valuable to the Debtors than the DLJ Proposed
Transaction.

On Oct. 20, 2004, the Debtors entered into a Restructuring
Support Agreement with Donald J. Trump, some of the holders of
the TAC First Priority Mortgage Notes, and some of the holders of
the First Priority and Second Priority Mortgage Notes issued
by TCH and TCF.  The Restructuring Support Agreement set forth
some of the material terms and conditions that were incorporated
in the joint plan of reorganization and related disclosure
statement that that were later amended.  As previously reported,
the Plan was confirmed on April 5, 2005, and consummated on
May 20, 2005.

                            DLJ Claims

On Jan. 18, 2005, DLJ filed Claim Nos. 1645, 1909, 1910, 1911
and 1912 for a $25,000,000 Transaction Fee plus over $1,000,000
in unpaid Transaction Expenses.  DLJ asserts in that it is
entitled to the $25,000,000 Transaction Fee because, "rather than
simply turn off the lights and close their doors when DLJ refused
to provide financing, the Debtors succeeded in obtaining the
Restructuring Support Agreement on Oct. 20, 2004, and filing
of their Initial Plan on December 15, 2004."  DLJ alleges that
the Transaction Fee became payable upon the consummation of the
Plan.

DLJ attempted to prevent the Debtors from reorganizing by
requesting the Court to deny confirmation of the Plan.
Subsequently, the Debtors and other parties-in-interest entered
into a stipulation with DLJ pursuant to which DLJ withdrew its
Confirmation Objection in exchange for, inter alia, the Debtors'
waiver of rights to seek affirmative recoveries from DLJ for its
conduct.

                   DLJ Claims Must Be Disallowed

Mr. Stanziale notes that the Third Circuit Court of Appeals has
established that potential financiers who window-shop without
committing to fund do not provide reasonably equivalent value to
support the payment of large fees by an insolvent debtor.  Thus,
the DLJ Claims must be disallowed and expunged, the Debtors
assert.

The Letter Agreements provided no value or consideration to the
Debtors because they never bound DLJ to consummate or pursue any
transaction, or do or refrain from doing anything at all, Mr.
Stanziale maintains.  The Letter Agreements, and any alleged
related fee obligations of the Trump Parties, therefore summarily
should be avoided as constructively fraudulently obligations.
Furthermore, because there is a complete lack of consideration
running from DLJ to the Debtors under the Letter Agreements, the
Letter Agreements are not enforceable under general principles of
contract law even outside of the context of an insolvency
proceeding.

Accordingly, the Reorganized Debtors ask the Court to enter a
judgment in their favor:

    (a) avoiding and setting aside the obligation in the Letter
        Agreements as fraudulently incurred obligations;

    (b) declaring that all obligations of the Trump Parties in the
        Letter Agreements are unenforceable and non-binding
        because they are unsupported by adequate consideration;

    (c) avoiding the Fraudulent Escrow Transfer and directing DLJ
        to turn over the Fraudulent Escrow Transfer, or its value,
        to the Debtors' estates to the fullest extent permitted by
        the Escrow Agreement;

    (d) declaring that DLJ is not entitled to the Transaction Fee
        because an Alternative Transaction did not occur;

    (e) declaring that DLJ is not entitled to the Transaction Fee
        or the Expenses because it induced the Trump Parties to
        enter into the Letter Agreements through negligent or
        fraudulent misrepresentations, rendering the Letter
        Agreements void and unenforceable;

    (f) in the alternative, declaring that DLJ breached the Letter
        Agreements;

    (g) expunging and disallowing the DLJ Claims in their
        entirety;

    (h) expunging and disallowing the DLJ Claims Nos. 1909 to 1912
        on the grounds that there is no basis for DLJ to assert
        claims against any entity other than THCR, or
        alternatively, disallowing the claims as duplicative of
        DLJ Claim No. 1645;

    (i) subordinating any portion of the DLJ Claims that is not
        disallowed or expunged to be equal in priority to, and
        provided the treatment of, old THCR common stock
        equivalents under the Plan;

    (j) declaring that the avoidable transfers and conveyances to
        DLJ result in the mandatory disallowance of any and all
        claims of DLJ unless and until DLJ returns all transfers
        or their value to the Debtors' estates;

    (k) for damages to the extent permitted by the DLJ
        Stipulation, and in an amount to be proved at trial;

    (l) for punitive damages;

    (m) for prejudgment interest; and

    (n) for attorney's fees and costs.

                           *     *     *

The Reorganized Debtors also filed an Objection in the Chapter 11
cases "as a prophylactic measure to ensure that no party can
raise any doubt as to whether the Debtors timely interposed their
objections to the DLJ Claims."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


UAL CORPORATION: Plans to Recall 300 Pilots for 2006
----------------------------------------------------
United Airlines' Flight Operations Division plans to recall
approximately 300 pilots in 2006 to meet an expected increase in
flying next year, according to papers filed in the U.S. Bankruptcy
Court for the Northern District of Illinois.  This is about 16% of
the 1,872 pilots currently on furlough, or 5% of the Debtors'
total pilot population.

According to Catherine Larkin at Bloomberg News, United will
recall the furloughed pilots to fill jobs left by pilots who are
retiring or called to active military duty.  

Furloughed pilots must be offered available positions before the
airline hires outside the company.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the            
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Walk Away from One Boeing Aircraft Lease
-----------------------------------------------------------
David A. Agay, Esq., at Kirkland & Ellis, in Chicago, Illinois,
tells the U.S. Bankruptcy Court for the Northern District of
Illinois that UAL Corporation and its debtor-affiliates want to
reject the lease for a Boeing 737-322 aircraft -- Tail No. N343UA
-- and engines.

The Debtors entered into the Lease as part of a leveraged lease,
whereby an Owner Trust holds title to, and leases the aircraft
and engines to, the Debtors for Equity Participants.  An
Indenture Trustee holds a security interest in the Lease, the
aircraft, and the engines for various lending parties to secure
their debt.

Mr. Agay explains that the rejection of the aircraft lease is a
component of the settlement with Vx Capital Partners LLC.  The
Debtors are restructuring and marking to market its aircraft
financings to reflect current market rates.  The Debtors are
shrinking the fleet to match capacity with demand and are
pursuing a strategy to focus on international routes.

In light of the settlement with Vx Capital, rejection of the
aircraft lease is in the Debtors' best interests, Mr. Agay tells
the Court.

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)


UNITED SURGICAL: 3rd Quarter Results Cue S&P to Review Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Addison,
Texas-based United Surgical Partners Inc., including the 'BB-'
corporate credit rating, on CreditWatch with positive implications
-- indicating that the ratings could be raised or affirmed upon
further review.  "The CreditWatch placement follows United
Surgical's continued strong performance in the third quarter of
2005," said Standard & Poor's credit analyst Jesse Juliano.

The ratings on United Surgical were last raised in October 2003;
since then, the company has grown in a controlled manner and
continued to improve its financial profile.  As such, Standard &
Poor's plans to meet with the management team in the coming months
to discuss the company's financial policy for the future and any
potential threats to its business model.  S&P will resolve the
CreditWatch listing shortly thereafter.  The ratings could be
raised if we believe that the business risk and financial metrics
are in line with those of a 'BB' credit.


US AIRWAYS: Bank of America Sues for Breach of Credit Card Accord
-----------------------------------------------------------------
Bank of America Corporation accuses US Airways Group, Inc., and
America West Airlines Inc., of violating its the exclusive
agreement with US Air to issue frequent-flyer credit cards,
Bloomberg News reports.

According to Bloomberg writers Phil Milford and Jef Feeley, Bank
of America alleges that US Airways breached the contract by
switching its allegiance to Juniper Bank, a unit of Barclays Plc,
of London.  Bank of America is asking a judge in the Chancery
Court of Delaware to force US Airways to honor the original
agreement.  Bank of America argues that America West encouraged
US Airways to invalidate the contract, which would expire in
December 2008.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.


US AIRWAYS: Buys Back $250 Million of America West's Senior Notes
-----------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) has repurchased from
noteholders approximately $250 million in principal amount at
maturity of America West Airlines, Inc.'s 7.25 percent senior
exchangeable notes due 2023.  

Other than a modest payment for accrued interest, the transaction
does not result in a cash outlay for the Company; rather the notes
were exchanged for US Airways common stock.  Specifically, the
Company exchanged 16 shares of US Airways Group common stock per
$1,000 principal amount at maturity for an aggregate of
approximately 4.2 million shares.  Following the exchange there
were approximately 82 million primary shares of common stock
outstanding.

The amount of notes exchanged represented approximately 99% of the
outstanding principal amount and were repurchased at the option of
the noteholders in accordance with their terms following the
merger with America West Holdings Corp.  The notes were originally
issued in July 2003 and represented $87 million in debt on the
Company's balance sheet.  The reduction of debt will lower
interest expenses by $6.9 million annually.

"This transaction represents another step in the right direction
for our airline as we continue to build a firm foundation for our
future," said US Airways Chief Financial Officer Derek Kerr.   
"Converting debt to equity further strengthens our balance sheet
while reducing annual interest expenses."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

US Airways and America West's recent merger creates the fifth
largest domestic airline employing nearly 38,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 4,000 flights per day and serve more
than 225 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.


US AIRWAYS: Swaps Common Stock for America West's Sr. Exch. Notes
-----------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) repurchased from noteholders
approximately $250 million in principal amount at maturity of
America West Airlines, Inc.'s 7.25 percent senior exchangeable
notes due 2023.

Other than a modest payment for accrued interest, the transaction
does not result in a cash outlay for the Company; rather the notes
were exchanged for US Airways common stock.  Specifically, the
Company exchanged 16 shares of US Airways Group common stock per
$1,000 principal amount at maturity for an aggregate of
approximately 4.2 million shares.  Following the exchange there
were approximately 82 million primary shares of common stock
outstanding.

The amount of notes exchanged represented approximately 99 percent
of the outstanding principal amount and were repurchased at the
option of the noteholders in accordance with their terms following
the merger with America West Holdings Corp.  The notes were
originally issued in July 2003 and represented $87 million in debt
on the Company's balance sheet.  The reduction of debt will lower
interest expenses by $6.9 million annually.

"This transaction represents another step in the right direction
for our airline as we continue to build a firm foundation for our
future," said US Airways Chief Financial Officer Derek Kerr.  
"Converting debt to equity further strengthens our balance sheet
while reducing annual interest expenses."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.


US JESCO: Case Summary & 56 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: US Jesco International Ltd., Inc.
        1421 Westway Circle
        Carrollton, Texas 75006

Bankruptcy Case No.: 05-86777

Type of Business: The Debtor.

Chapter 11 Petition Date: October 31, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 56 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Advanced IT Solutions Inc.                  Unknown
   11651 Plano Road, Suite 100
   Dallas, TX 75243

   Advanta Business Bank Corp.                 Unknown
   P.O. Box 8088
   Philadelphia, PA 19101-8088

   Agricredit                                  Unknown
   Amercian Packaging Capital
   P.O. Box 2000
   Johnston, IA 50131-0020

   AIT Worldwide                               Unknown
   P.O. Box 66730
   Chicago, IL 60666-0730

   American Express Bank, FSB                  Unknown
   P.O. Box 30799
   Salt Lake City, UT 84130-0799

   American Express Blue for Business          Unknown
   P.O. Box 360002
   Fort Lauderdale, FL 33336-6002

   Atradius Collections                        Unknown
   1200 Arlington Heights Road, Suite 410
   Itasca, IL 60143

   Capital One Visa FSB                        Unknown
   Remittance Processing
   P.O. Box 650010
   Dallas, TX 75265-0010

   Carrollton Farmer's Branch ISD              Unknown
   1445 North Perry Road
   Carrollton, TX 75011-0611

   Citicorp Leasing Inc.                       Unknown
   P.O. Box 7247-7878
   Philadelphia, PA 19170-7878

   City of Inglewood                           Unknown
   1 Manchester Boulevard
   Inglewood, CA 90301

   City of Los Angeles                         Unknown
   LDC Collection Systems
   P.O. Box 30087
   Los Angeles, CA 90030-0087

   CMCS                                        Unknown
   822 East Grand River Avenue
   Brighton, MI 48116-1802

   Consumers Energy                            Unknown
   Lansing, MI 48937-0001

   Country Inn & Suites                        Unknown
   6511 Centurion Drive
   Lansing, MI 48917

   County of Los Angeles                       Unknown
   P.O. Box 30629
   Los Angeles, CA 90030-0629

   David Childs Tax Assessor-Collector         Unknown
   (Dallas County)

   DHL Danzas Air & Ocean                      Unknown
   P.O. Box 7247-6745
   Philadelphia, PA 19170

   DTE Energy                                  Unknown
   P.O. Box 2859
   Detroit, MI 48260-0001

   Equity Corp. Housing                        Unknown
   Attn: Doug Halstead
   6525 Morrison Boulevard, Suite 212
   Charlotte, NC 28211

   Franklin Collection Service Inc.            Unknown
   P.O. Box 3910
   Tupelo, MS 38803-3910

   Fort Worth Economic Development Corp.       Unknown
   1150 South Freeway, Suite 215
   Fort Worth, TX 76104

   GC Services Ltd. Partnership                Unknown
   Collection Division
   6330 Gulfton
   Houston, TX 77081

   GE Capital Corp.                            Unknown
   635 Maryville Centre Drive, Suite 120
   Saint Louis, MO 63141

   Giodi SPA/Etafelt                           Unknown
   CSO Piemonte 66
   10099 San Mauotge Italy

   GMAC                                        Unknown
   Payment Processing Center
   P.O. Box 78234
   Phoenix, AZ 85062-8234

   Harry C. Post                               Unknown
   1407 Briarcrest Drive
   Grapevine, TX 76051

   Hearthside Suites                           Unknown
   10326 Finnell Street
   Dallas, TX 75220

   Ingle Rental                                Unknown
   200 East Beltline Road
   Coppell, TX 75019

   Insurance Corp. of British Columbia         Unknown
   151 West Esplanade
   North Vancourver, BC Canada V7M3H9

   JDF Distribution Solutions-Daryl Flood      Unknown
   P.O. Box 678018
   Dallas, TX 75267-8018

   Kent H. Landsberg of Dallas LP              Unknown
   dba Apollo Paper Co. of Dallas
   4151 Highway 121N
   Grapevine, TX 76051

   Lane Gorman Trubitt LLP                     Unknown
   2626 Howell 7th Floor
   Dallas, TX 75204

   Law Office of John Sherwood                 Unknown
   2926 Maple Avenue, Suite 200
   Dallas, TX 75201

   Law Office of Michael Hawk                  Unknown
   4514 Travis Street, Suite 212
   Dallas, TX 75205

   Law Office of W. Michael Clay               Unknown
   6565 North MacArthur Boulevard, Suite 140
   Irving, TX 75039

   Leaman Contariner                           Unknown
   5701-A east Rosedale
   P.O. Box 24369
   Fort Worth, TX 76124

   MCI                                         Unknown
   P.O. Box 4649
   Iowa City, IA 52240-4649

   NCO Financial Systems Inc.                  Unknown
   507 Prudential Road
   Horsham, PA 19044

   Nextel                                      Unknown
   P.O. Box 4191
   Carol Stream, IL 60197-4191

   Oakwood Corp. Housing                       Unknown
   004217 Collections Cent Drive
   Chicago, IL 60693

   Ohlen-Air Inc                               Unknown
   556 South Coppell Road, Suite 1
   Coppell, TX 75019

   PAC International Logistics Co.             Unknown
   1200 East Northwest Highway
   Grapevine, TX 76051

   Productivity Card/GE Capital Finance        Unknown
   P.O. Box 520310
   Salt Lake City, UT 84152-0310

   Raymond Leasing Corp.                       Unknown
   P.O. Box 203905
   Houston, TX 77216-3905

   Somerset Park Apartments                    Unknown
   2405 North Dorchester Drive
   Troy, MI 48084

   SPRINT PCS                                  Unknown
   Attn: Stephen Boyd
   P.O. Box 723115
   Atlanta, GA 31139-0115

   Taxese                                      Unknown
   12240 Inwood Road, Suite 405
   Dallas, TX 75244

   Texas Workforce Commission                  Unknown
   Special Hearings
   101 East 15th Street
   Austin, TX 78778

   TEXCO                                       Unknown
   P.O. Box 9010
   Des Moines, IA 50368-9010

   The Home Depot                              Unknown
   P.O. Box 6029
   The Lakes, NV 88901-6029

   United Health Care                          Unknown
   22561 Network Place
   Chicago, IL 60673-1225

   Wachovia Small Business Capital             Unknown
   1620 East Roseville Parkway, Suite 100
   Roseville, CA 95661

   Watkins Moter Freight                       Unknown
   P.O. Box 95001
   Lakeland, FL 33804-5001

   Wingfoot Commercial Tires                   Unknown
   8501 Peterbuilt Drive
   Dallas, TX 75241

   Zola Blicker-Attorney                       Unknown
   12221 Merit Drive, Suite 750
   Dallas, TX 75251


VALE OVERSEAS: Fitch Assigns BB Rating to Foreign Currency
----------------------------------------------------------
Fitch Ratings has assigned a long-term foreign currency rating of
'BB' to Vale Overseas Limited's $800 million issuance due 2034.  
Vale Overseas is a wholly owned subsidiary of Companhia Vale do
Rio Doce, the world's largest producer and exporter of iron ore.  
The notes are unsecured obligations of Vale Overseas and are
unconditionally guaranteed by CVRD.  The obligation to guarantee
the notes rank pari passu with all of CVRD's other unsecured and
unsubordinated debt obligations.  The Rating Outlook is Positive.

Fitch also maintains these ratings for CVRD and CVRD Finance Ltd.,
a wholly owned subsidiary of CVRD:

     -- Foreign currency rating: 'BB', Outlook Positive;
     -- Local currency rating: 'BBB' Outlook Stable;
     -- National scale rating: 'AAA', Outlook Stable;
     -- CVRD Finance Ltd., series 2000-1 and series 2000-3: 'BBB';
     -- CVRD Finance Ltd., series 2000-2 and series 2003-1: 'AAA'.

CVRD's ratings are supported by the company's strong financial
profile and dominant global position as the world's largest
producer and exporter of iron ore.  The company's leading industry
position is primarily a result of its low-cost production
capabilities, its high-quality iron ore, and an extensive and
integrated transportation system consisting of railways and port
facilities.  The fully integrated nature, from mine to port, of
CVRD's operations and the high iron content of its ore, result in
a favorable cost structure that provides significant protection
from price fluctuations in the cyclical metals markets.

CVRD stands to benefit from the strong price environment for iron
ore and the positive outlook for demand over the near to medium
term.  Iron ore prices rose by about 18% in 2004 and 72% in 2005.  
These price increases, along with those of several other
commodities, have been driven by the confluence of a relatively
strong global economy and China's surging demand for raw
materials.  Consumers of iron ore face an international market
dominated by just a few large rivals.

CVRD's strong cash generation has resulted in an improving
financial profile, with the ratio of total debt-to-EBITDA
declining to 0.7 times as of June 30, 2005, from 2.1x at year-end
2003, and the ratio of net debt-to-EBITDA decreasing to 0.5x from
1.8x over the same period.

CVRD's foreign currency rating of 'BB', Rating Outlook Positive
exceeds the foreign currency rating and country ceiling of Brazil
by one notch.  CVRD's Rating Outlook Positive status mirrors the
Rating Outlook Positive status of the foreign currency rating of
the Federative Republic of Brazil, as CVRD's foreign currency
ratings remain linked to the 'BB-' foreign currency rating of the
sovereign.

CVRD's foreign currency rating reflects the strength of the
company's iron ore exporting business and the associated hard
currency generation.  The rating is further supported by the
company's low leverage and strong liquidity position.  Existing
offshore cash balances and access to hard currency credit lines
help mitigate the transfer and convertibility risks associated
with a 'BB-' rated sovereign.

In addition, CVRD's consolidated cash balance of $1.0 billion at
June 30, 2005, covers short-term debt by about 0.9x.  CVRD's
liquidity position is supported by $750 million in committed
credit lines from an international bank consortium.  The company
intends to use these short-term facilities only in times of
financial crisis and periods of tight liquidity.  Offshore cash
and funds available under committed credit facilities cover CVRD's
annual debt service by about 1.0x.

CVRD, headquartered in Brazil, is the world's largest producer and
exporter of iron ore and pellets, with a share of approximately
32% in the global seaborne iron ore trade of about 600 million
tons.  In 2004, consolidated sales totaled 231 million tons and
consisted of 204 million tons of iron ore and 27 million tons of
pellets.  In addition to iron ore, CVRD produces nonferrous
minerals and metals, provides logistics services and has strategic
interests in the steel industry.


VINCENT DAVINCI: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vincent Gene Davinci
        a/k/a Vincent Gene Amorando, Jr.
        24 Lowe Street
        Norwlk, Connecticut 06854

Bankruptcy Case No.: 05-51785

Chapter 11 Petition Date: October 14, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Jennifer A. Sadaka, Esq.
                  Novak, Witt and Associates, LLC
                  129 Church Street, Suite# 816
                  New Haven, Connecticut
                  Tel: (203) 787-3400
                  Fax: (203) 787-9400

Total Assets: $1,839,255

Total Debts:  $3,284,925

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Elizabeth Silverman           Judgment                $1,219,393
296 Main Avenue, Apt.# 26
Norwalk, CT 06851

Edgar Cortez                  Potential Claim            $50,000
27 Ferris Avenue
Norwalk, CT 06854

Fleet National Bank           SBA Loan                   $19,000
P.O. Box 5091
Hartford, CT 06102

Capital One                   Credit Cards                $8,232

Rings End Lumber              Lumber Purchases            $5,000

Sherwin Williams              Credit Card                 $4,000

HSBC Card Services            Credit Card                 $2,482

Brandman's Paint              Paint Credit Extended       $2,000


W.R. GRACE: Wants January 12, 2006 Set as Asbestos Claims Bar Date
------------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Wilmington, Delaware, recounts that
although the Debtors previously requested a deadline for filing
asbestos personal injury prepetition litigation claims to ensure
an adequate return of the PI Questionnaires, the Bankruptcy Court
had declined to fix a bar date, indicating that the filed
statements in accordance with Rule 2019 of the Federal Rules of
Bankruptcy Procedure should protect against any inadequate
responses to the PI Questionnaire.  However, the Bankruptcy Court
still expressly recognized the potential need for a PI Claims Bar
Date.

Mr. O'Neill notes that a significant number of firms have failed
to file Rule 2019 Statements, contrary to the Bankruptcy Court's
expectations.

Mr. O'Neill points out that without the Rule 2019 Statements, the
Debtors and the Bankruptcy Court have no way of knowing whether
those who return the PI Questionnaire represent the universe of
the PI Claimants who intend to file claims against a Section
524(g) Trust to be created under the Debtors' ultimate Chapter 11
plan.  Instead, the Bankruptcy Court and the Debtors will be
forced to guess whether failure to return the PI Questionnaires
indicates an intent to merely refuse to cooperate with the
discovery process, or a decision not to file a claim against the
Section 524(g) Trust.

Moreover, some parties may argue that the absence of a completed
Questionnaire or Rule 2019 Statement deprives the Bankruptcy
Court of jurisdiction over both the claimants and their
attorneys, Mr. O'Neill says.  The Debtors are concerned that
certain parties may be positioning themselves to contest the
binding effect of the Bankruptcy Court's estimate of the Debtors'
asbestos PI liability.  For the Section 524(g) Trust to be
adequately funded, Mr. O'Neill explains that the parties must be
bound by estimation.

To date, Mr. O'Neill notes, these issues concerning service of
the PI Questionnaire cause the Debtors to believe that a proof of
claim form is necessary to identify, with greater certainty,
those PI Claimants who intend to file a claim against the Trust:

   (a) Reaud Morgan and Quinn has disputed the Debtors'
       definition of what constitutes unresolved claims and has
       filed an objection to completing the PI Questionnaire on
       behalf of those claimants who have a settled but unpaid or
       partially paid claim.

   (b) Based on the Debtors' preliminary comparison of Reaud
       Morgan's Rule 2019 statement to the information in the
       Debtors' claims database, it appears that Reaud Morgan
       has omitted around 50 claimants whose claims are not
       fully resolved and who also have filed claims in the "In
       re Silica" multi-district litigation.

   (c) Law firms have denied that they currently represent or
       ever have represented claimants for whom the Debtors'
       records indicate that they are counsel of record.

   (d) Law firms have been requesting extra PI Questionnaires
       for claimants who they believe should have been served
       with the PI Questionnaires although the Debtors' records
       do not indicate that the individuals have unresolved,
       prepetition PI asbestos claims.

   (e) Law firms have been requesting lists of the social
       security numbers of the claimants for whom they have
       received PI Questionnaires to cross-reference their list
       of PI clients with the list of claimants for whom they
       have received PI Questionnaires.

The Debtors believe that to the extent there is a legitimate
discrepancy between their files and the PI Claimants' records, a
proof of claim form and a bar date are necessary to resolve any
uncertainty.

Accordingly, the Debtors ask the Court to approve the Asbestos PI
Prepetition Litigation Proof of Claim Form and establish
January 12, 2006, as the PI Claims Bar Date.  Any entity who
fails to file a claim by that deadline will be forever barred and
enjoined from asserting any PI Claim against any of the Debtors
or the Trust.

Mr. O'Neill points out that a Bar Date is needed to ensure that
firms file the appropriate Rule 2019 Statements to:

   (1) verify that the Questionnaires are sent to the
       appropriate parties;

   (2) determine whether the Questionnaires are filed by an
       authorized representative of the claimant; and

   (3) determine whether a claimant indeed has authorized the
       filing of the underlying action against the Debtors.

Mr. O'Neill assures Judge Fitzgerald that the PI Claim Form and
the Bar Date will not impose any undue burden on the PI Claimants
since the Claim Form can be completed with minimal time and
effort.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 97; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WELLS FARGO: Fitch Places Low-B Rating on $1.78-Mil Cert. Classes
-----------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-12,
are rated by Fitch Ratings:

     -- $572,488,152 classes I-A-1 through I-A-10, II-A-1, II-A-2,
        A-PO, and II-A-R 'AAA' senior certificates;

     -- $12,914,000 class B-1 'AA';

     -- $3,867,000 class B-2 'A';

     -- $2,380,000 class B-3 'BBB';

     -- $1,190,000 class B-4 'BB';

     -- $595,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.77%
subordination provided by the 2.17% class B-1, the 0.65% class B-
2, the 0.40% class B-3, the 0.20% privately offered class B-4, the
0.10% privately offered class B-5, and the 0.25% 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 two groups of 1,219 fully amortizing,
fixed interest rate, interest-only, first-lien mortgage loans,
with an original weighted average term to maturity of
approximately 30 years.  The aggregate unpaid principal balance of
the pool is $594,921,377 as of Oct. 1, 2005, which is the cut-off
date and the average principal balance is $488,041.  The weighted
average original loan-to-value ratio of the loan pool is
approximately 76.02%; 0.83% of the loans have an OLTV greater than
80%.  The weighted average coupon of the mortgage loans is 5.884%,
and the weighted average FICO score is 743.  Cash-out and
rate/term refinance loans represent 28.43% and 17.49% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California, Virginia, and Maryland.  
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,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, 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.


WELLS FARGO: Fitch Rates $2.45-Mil Class Certificates at Low-B
--------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-11,
are rated by Fitch Ratings:

     -- $677,734,772 classes I-A-1 through I-A-3, II-A-1 through   
        II-A-7, A-PO, and II-A-R senior certificates 'AAA';

     -- $13,667,000 class B-1 'AA';

     -- $3,854,000 class B-2 'A';

     -- $2,103,000 class B-3 'BBB';

     -- $1,402,000 class B-4 'BB';

     -- $1,051,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.30%
subordination provided by the 1.95% class B-1, the 0.55% class B-
2, the 0.30% 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. The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination. The
class B-6 certificates are not rated by Fitch.

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. (WFB; rated 'RPS1' by
Fitch).

The transaction consists of two groups of 1,303 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity (WAM) of approximately 30 years.
The aggregate unpaid principal balance of the pool is $700,863,515
as of Oct. 1, 2005 (the cut-off date), and the average principal
balance is $537,885. The weighted average original loan-to-value
ratio (OLTV) of the loan pool is approximately 68.86%; 0.91% of
the loans have an OLTV greater than 80%. The weighted average
coupon (WAC) of the mortgage loans is 5.855%, and the weighted
average FICO score is 742. Cash-out and rate/term refinance loans
represent 36.5% and 19.39% of the loan pool, respectively. The
states that represent the largest geographic concentration are
California (39.44%), New Jersey (6.67%), and Massachusetts
(5.46%). 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,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' issued May 1, 2003, 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 (WFASC), 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 (REMICS) for federal
income tax purposes.


WHITEHALL JEWELLERS: Newcastle Offers $1.10 Per Share Buy-Out
-------------------------------------------------------------
Whitehall Jewellers, Inc. (NYSE:JWL) reported that the Company
received a proposal from Newcastle Partners, L.P.  The proposal,
which is subject to a number of conditions and definitive
documentation, expresses Newcastle's willingness to offer $1.10
per share in cash by merger or otherwise and cash out warrants and
in-the-money options based on that price.  Under the proposal,
Newcastle would pay off the Company's recent bridge loan.  
Newcastle expects to obtain a commitment to replace the Company's
senior credit facility or obtain consents from the Company's
senior lenders.  A copy of the proposal letter is contained in an
amendment to Newcastle's Schedule 13D filed electronically with
the Securities and Exchange Commission.

On October 4, 2005, the Company announced its entry into
agreements with funds managed by Prentice Capital Management, L.P.
and Holtzman Opportunity Fund, L.P.  Under the Prentice
Agreements, the Company has the right, subject to certain
conditions, to consider alternative proposals.  The Board of
Directors has not made a determination as to what action, if any,
it may take with respect to the Newcastle proposal.

Whitehall Jewellers, Inc., is a national specialty retailer of
fine jewelry, operating 387 stores in 38 states.  The company
operates stores in regional and super regional shopping malls
under the names Whitehall Co. Jewellers, Lundstrom Jewelers and
Marks Bros. Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                        Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                      10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.


WHITEHALL JEWELLERS: NYSE Halts Common Stock Trading
----------------------------------------------------
The common stock of Whitehall Jewellers, Inc., was suspended from
trading on the New York Stock Exchange prior to the opening of
trading on Friday, Oct. 28, 2005.  As previously disclosed, the
decision was reached in view of the fact that the Company was not
in compliance with the NYSE continued listing standards because
its average market
capitalization had been less than $25 million over a consecutive
30 trading-day period.

The Company's common stock began trading in the Pink Sheets under
the symbol "JWLR" starting Oct. 28, 2005.  The Company may also
seek quotation of its common stock on the OTC Bulletin Board.

Whitehall Jewellers, Inc., is a national specialty retailer of
fine jewelry, operating 387 stores in 38 states.  The company
operates stores in regional and super regional shopping malls
under the names Whitehall Co. Jewellers, Lundstrom Jewelers and
Marks Bros. Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                        Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                      10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.


WILLIAM BRADLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William J. Bradley
        3375 Mayette Avenue
        Santa Rosa, California 95405

Bankruptcy Case No.: 05-14366

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 East Street, Suite 219
                  Santa Rosa, California 95404
                  Tel: (707) 546-6770
                  Fax: (866) 305-7592

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rentrak                       Personal Guarantee      $2,024,230
P.O. Box 18888                Corporate Obligation
Portland, OR 97218

VPD Inc.                      Personal Guarantee        $365,505
150 Parshore Drive            Corporate Obligation
Folsom, CA 95630

Greater Bay Bank NA           Personal Guarantee        $100,000
Marin Office                  Corporate Obligation
999 Fifth Avenue, Suite# 100
San Rafael, CA 94901

Wells Fargo Bank              Personal Guarantee         $92,694
                              Corporate Obligation

Dennis Link                   Labor for Construction     $50,000
                              of Commercial Building

Wells Fargo Bank              Personal Guarantee          $3,925
                              Corporate Obligation

Wells Fargo Bank              Personal Guarantee            $800
                              Corporate Obligation

Wells Fargo Bank              Personal Guarantee            $329
                              Corporate Obligation

Wells Fargo Bank              Personal Guarantee            $176
                              Corporate Obligation

Wells Fargo Bank              Personal Guarantee             $37
                              Corporate Obligation

AFC Rosewood LLC              Personal Guarantee         Unknown
                              Lease Obligation

Cameron Stewart               Personal Guarantee         Unknown
                              Corporate Obligation

Donahue Schriber Realty LP    Personal Guarantee         Unknown
                              Corporate Obligation

Fox Partners LP               Personal Guarantee         Unknown
                              Corporate Obligation

Gabrielsen & Company          Personal Guarantee         Unknown
                              Corporate Obligation

Holbrook Plaza Associates LLC Personal Guarantee         Unknown
                              Corporate Obligation

LAM Properties                Personal Guarantee         Unknown
                              Corporate Obligation

Lloyd Square                  Personal Guarantee         Unknown
                              Corporate Obligation

Novato Fair Limited           Personal Guarantee         Unknown
Partnership                   Corporate Obligation

Rand Enterprises              Personal Guarantee         Unknown
                              Corporate Obligation


WILLIAM MCKINLEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: William McKinley & Marlene M. McKinley
         d/b/a Master Musician Collective
         240 West Street
         Reading, Massachusetts 01867

Bankruptcy Case No.: 05-23442

Type of Business: The debtor records music for CD release.

Chapter 11 Petition Date: October 15, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtors' Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, Massachusetts 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187

Total Assets: $1,151,872

Total Debts:  $1,424,285

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
To be supplied                To be supplied            $133,121

American Express                                         $25,752
P.O. Box 360001
Fort Lauderdale, FL 33336

American Express                                         $23,450
P.O. Box 360001
Fort Lauderdale, FL 33336

American Express                                         $19,987

Fleet National Bank           Cash Reserve               $19,778

Fleet National Bank                                      $17,106

Maryland National Bank        For CACV/13051024050       $16,349
                              400583

Great Seneca Financial Corp.                             $16,247

Fleet Credit Card Service                                $14,669

Chase Bankcard Services, Inc.                            $14,113

Chase Bankcard Services, Inc.                            $14,108

Bank One                                                 $13,882

Monogram Bank North America                              $13,160

MBNA America                                             $12,655

MBNA America                                             $12,528

Bank One                                                 $11,719

Chase Bankcard Services, Inc.                             $9,955

Chase Bankcard Services, Inc.                             $9,882

Direct Merchants Bank                                     $9,837

Chase Bankcard Services, Inc.                             $9,825


WILLIAM SHIPWASH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William L. Shipwash III
        6649 Showhorse Court
        Colorado Springs, Colorado 80922

Bankruptcy Case No.: 05-49070

Chapter 11 Petition Date: October 14, 2005

Court: District of Colorado

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, Colorado 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pueblo Bank and Trust         Loan                    $1,757,743
301 West 5th Street
Pueblo, CO 81003

First United Bank             Loan                      $184,253
8095 East Belleview Avenue
Englewood, CO 80111

Adams Bank and Trust          Loans                     $175,642
265 Cheyenne Mountain Blvd.
Colorado Springs, CO 80906

Pikes Peak Regional           Loan                      $145,000
Development Corp.

MBNA America                  Credit Card                $25,886

GMAC                          Automobile Loan            $19,740

U.S. Bank                     Credit Card                $19,478

Chase                         Credit Card                $18,606

Target National Bank          Credit Card                $12,266

Citi Cards                    Credit Card                $12,048

Wright Express                                           $10,500

Chase                         Credit Card                 $9,931

MBNA                          Credit Card                 $9,860

American Express              Credit Card                 $9,313

Cabela's Visa                 Credit Card                 $8,280

MBNA America                  Credit Card                 $7,136

Chase                         Credit Card                 $6,644

Discover                      Credit Card                 $5,777

American Express              Credit Card                 $1,694

Office Depot                  Credit Card                   $128


WILLIAM WEST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: William C. West & Jacquelyn West
         d/b/a Digitech Reprographics
         5712 Hatchery Court
         Penngrove, California 94951
         
Bankruptcy Case No.: 05-13975

Type of Business: The Debtor operates a full-scale, full-color,
                  black and white, high-speed, digital printing
                  shop.  See http://www.digitechrepro.com/

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Paul M. Jamond, Esq.
                  Law Offices of Paul M. Jamond
                  200 4th Street, Suite# 300
                  Santa Rosa, California 95401
                  Tel: (707) 526-4550
       
Total Assets: $1,494,596

Total Debts:  $1,683,193

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Oce Financial Services        Value of Collateral:      $375,000
5600 Broken Sound Blvd.       $145,000
Boca Raton, FL

American Express                                         $31,916
Suite 0001
Los Angeles, CA 90096-0001

Internal Revenue Service                                 $31,145
Special Procedures
1301 Clay Street, Stop 1400 S
Oakland, CA 94612-5210

Xerox Corporation             Value of Collateral:       $31,000
                              $10,000

Citicorp Vendor Finance       Value of Collateral:       $30,000
                              $15,000

American Express                                         $29,478

American Express                                         $28,299

WFS Financial                 Value of Collateral:       $15,052
                              $11,000

Internal Revenue Service                                 $13,103

WFS Financial                 Value of Collateral:       $11,856
                              $6,600

Choice Visa Citi Cards                                    $8,816

Discover Card                                             $8,660

Wells Fargo Bank-Auto Finance                             $8,554

State Bd. Of Equalization,                                $6,900
State of California

Harley Davidson Credit                                    $6,746

MBNA America                                              $6,279

Household Bank HSBC                                       $5,553

Sonoma County Tax Collector                               $4,238

Neiman Marcus                                             $3,685

Charette LLC                                              $3,583


WINN-DIXIE: Posts $832.6MM Net Loss for the Year Ended June 2005
----------------------------------------------------------------

            Winn-Dixie Stores, Inc. and Subsidiaries
                   Consolidated Balance Sheets
                         June 29, 2005
                        (In thousands)

                            Assets
             
Current assets:
   Cash and cash equivalents                            $62,141
   Marketable securities                                 19,656
   Trade and other receivables, net                     206,297
   Insurance claims receivable                            8,656
   Income tax receivable                                 30,084
   Merchandise inventories, net                         798,414
   Prepaid expenses and other current assets             82,713
   Assets held for sale                                       -
   Deferred income taxes                                      -
                                                   ------------
Total current assets                                  1,207,961

Property, plant and equipment, net                      663,087
Goodwill                                                      -
Non-current deferred income taxes                             -
Other assets, net                                       116,258
                                                   ------------
TOTAL ASSETS                                         $1,987,306
                                                   ============

               Liabilities and Shareholders' Equity
        
Current liabilities:
   Current portion of long-term debt                       $194
   Current obligations under capital leases               4,849
   Accounts payable                                     104,169
   Reserve for self-insurance liabilities                78,704
   Accrued wages and salaries                            83,759
   Accrued rent                                          26,837
   Accrued expenses                                      99,938
                                                   ------------
Total current liabilities                               398,450

Reserve for self-insurance liabilities                  140,829
Long-term debt                                              396
Long-term borrowings under DIP Credit Facility          245,003
Obligations under capital leases                         10,637
Defined benefit plan                                          -
Lease liability on closed facilities, net                     -
Other liabilities                                        21,421
                                                   ------------
Total liabilities not subject to compromise             816,736

Liabilities subject to compromise                     1,111,276
                                                   ------------
Total Liabilities                                     1,928,012

Shareholders' equity:

Common stock $1 par value                               141,889
Additional paid-in-capital                               32,452
(Accumulated deficit) retained earnings                 (76,714)
Accumulated other comprehensive loss                    (38,333)
                                                   ------------
Total shareholders' equity                               59,294
                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $1,987,306
                                                   ============
  
            Winn-Dixie Stores, Inc. and Subsidiaries
             Consolidated Statements of Operations
                   Year ended June 29, 2005
                        (In thousands)


Net sales                                            $9,921,319
Cost of sales                                         7,383,476
                                                   ------------
Gross profit on sales                                 2,537,843

Other operating and administrative expenses           2,804,959
Impairment charges                                      264,815
Restructuring charges                                    83,999
                                                   ------------
Operating (loss) income                                (615,930)

Bank agreement termination income                             -
Interest expense, net                                    33,166
                                                   ------------
(Loss) earnings before reorganization items
   and income taxes                                    (649,096)

Reorganization items, net                              (148,293)
Income tax expense (benefit)                            190,459
                                                   ------------
Net (loss) earnings from continuing operations         (691,262)

Discontinued operations:
   (Loss) earnings from discontinued operations         (61,645)
   Loss on disposal of discontinued operations          (79,695)
   Income tax (benefit) expense                               -
                                                   ------------
Net (loss) earnings from discontinued operations       (141,340)
                                                   ------------
NET (LOSS) EARNINGS                                   ($832,602)
                                                   ============

            Winn-Dixie Stores, Inc. and Subsidiaries
             Consolidated Statements of Cash Flows
                   Year ended June 29, 2005
                        (In thousands)

Cash flows from operating activities:
   Net (loss) earnings                                ($832,602)
   Adjustments to reconcile net (loss) earnings
    to net cash (used in) provided by
    operating activities:
      (Gain) loss on sale of assets, net                (28,276)
      Reorganization items, net                        (148,293)
      Depreciation and amortization                     150,459
      Impairment charges                                272,354
      Deferred income taxes                             241,747
      Stock compensation plans                            9,383
      Change in operating assets and liabilities:
         Trade and other receivables                   (105,901)
         Merchandise inventories                        121,574
         Prepaid expenses and other current assets      (36,316)
         Accounts payable                               (25,698)
         Reserve for self-insurance liabilities          10,662
         Lease liability on closed facilities           132,220
         Income taxes payable / receivable               19,727
         Defined benefit plan                             2,011
         Other accrued expenses                           3,832
                                                   ------------
         Net cash (used in) provided by operating
         activities before reorganization items        (213,117)

      Cash effect of reorganization items               (15,019)
                                                   ------------
Net cash (used in) provided by operating activities    (228,136)

Cash flows from investing activities:
   Purchases of property, plant and equipment          (111,485)
   Decrease (increase) in investments and other assets    8,341
   Proceeds from sales of assets                        107,245
   Marketable securities, net                              (733)
                                                   ------------
Net cash provided by (used in) investing activities       3,368

Cash flows from financing activities:
   Gross borrowings on DIP Credit Facility            1,105,211
   Gross payments on DIP Credit Facility               (860,208)
   Gross borrowings on revolving credit facility        486,000
   Gross payments on revolving credit facility         (486,000)
   Principal payments on long-term debt                    (288)
   Debt issuance costs                                  (13,121)
   Principal payments on capital lease obligations       (2,321)
   Dividends paid                                             -
   Swap termination receipts/payments, net                    -
   Other                                                    818
                                                   ------------
Net cash provided by (used in) financing activities     230,091
     
Increase (decrease) in cash and cash equivalents          5,323
Cash and cash equivalents at beginning of year           56,818
                                                   ------------
Cash and cash equivalents at end of year                $62,141
                                                   ============

Winn-Dixie filed its annual report on Form 10-K with the
Securities and Exchange Commission on Oct. 26, 2005.  A full-text
copy of that regulatory filing is available at no charge at
http://ResearchArchives.com/t/s?29f

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest    
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Auction Miami Reclamation Center on Nov. 14
----------------------------------------------------------------
Before filing for bankruptcy protection, Winn-Dixie Stores, Inc.,
and its debtor-affiliates owned and operated a 54,460-square foot
warehouse at 10900 NW 36 Avenue, in Miami, Florida.  D.J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
relates that the Debtors used the warehouse to store damaged or
other unsold goods pending their return to the applicable vendor.  
Since the Petition Date, the Debtors have closed the Miami
Reclamation Center and instead operated a reclamation center at
their headquarters in Jacksonville, Florida.  Thus, the Debtors no
longer need the Miami Reclamation Center, Mr. Baker says.

According to Mr. Baker, the Debtors remain liable for the
carrying costs associated with the center of about 1,700 per
month.

The Debtors have marketed the Miami Reclamation Center
extensively through DJM Asset Management, Inc.  DJM sent over
10,000 sale notices for the center to potential purchasers.  
Through DJM's efforts, the Debtors have received six offers,
including an offer by Commercial Long Trading, Inc., for
$1,499,400.  After reviewing all offers, the Debtors have
determined that Commercial's offer is the highest and best offer
for the Miami Reclamation Center.

Thus, the Debtors seek the authority of the U.S. Bankruptcy Court
for the Middle District of Florida to sell the Miami Reclamation
Center and related fixtures and equipment to the Purchaser,
subject to higher or better offers.

                        Purchase Agreement

On Oct. 14, 2005, the Debtors and the Purchaser entered into a
Real Estate Purchase Agreement, which, among other things,
provide that:

   a. The assets to be sold and transferred to the Purchaser
      will include:

      * the Debtors' fee simple title interest in the Miami
        Reclamation Center; and

      * the Debtors' interest in all fixtures and fixed equipment
        located at the center.

   b. The net aggregate purchase price for the Assets is
      $1,499,400.  The Purchaser Price is to be paid by the
      Purchaser on or before the Sale Closing Date.  A $153,000
      deposit has been paid by the Purchaser;

   c. The Assets are to be transferred free and clear of any
      liens, claims and interests and encumbrances, with certain
      exceptions; and

   d. The Assets do not include certain excluded personal
      property.

                     Solicitation & Auction

Notwithstanding that the Assets have been sufficiently marketed,
the Debtors are soliciting higher and better bids for them.  Mr.
Baker reports that any person or entity interests must submit
their bids so that they are received by 12:00 p.m. on Monday,
Nov. 14, 2005.  The Bids must be addressed to:

       James Avallone
       DJM Asset Management
       445 Broadhollow Road, Suite 417
       Melvin, New York
       11747

A copy of the Bids should also be submitted to the Debtors'
counsel.

Mr. Baker explains that to qualify as a competing bid, the offer
must net the Debtors' estates at least $1,510,000 and be
accompanied by a certified check made out to Winn-Dixie Stores,
Inc., in an amount equal to 10% of the competing bid.

If the Debtors receive a higher or better offer for the Assets,
they will conduct an auction, which will take place at 10:00
a.m., on Wednesday, November 16, 2005, at the offices of Smith
Hulsey & Busey, at 225 Water Street, Suite 1800, in Jacksonville,
Florida.

The Debtors will conduct the Auction in consultation with the
Official Committee of Unsecured Creditors and the DIP Lender.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest    
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WORLDCOM INC: Parties Want Court to Set Final Fairness Hearing
--------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York's Preliminary Order approving the Louisiana
right of way settlement among WorldCom, Inc., its debtor-
affiliates and William Kimball, H.M. Kimball Jr., and Elizabeth
Kimball Lewis, as class representatives, provided for a final
fairness hearing to be held on December 6, 2005, with any
objections to be filed and served by October 31, 2005.  The Order
directed the parties to provide notice to members of the
Settlement Class beginning on September 1, 2005.  However, as a
result of the disruptions caused by Hurricanes Katrina and Rita
throughout Louisiana, the parties delayed the settlement
notification process.

Except for Orleans, Jefferson, St. Tammany, and Calcasieu
Parishes, conditions in Louisiana appear to be suitable for
continuing the notification and approval process, with a two-month
delay.

Accordingly, the parties ask the Court to schedule a final
fairness hearing on February 7, 2006, with notice to be provided
commencing November 1, a deadline for objections and opt-outs of
December 31, 2005, and a deadline for claims of April 28, 2006.

With respect to property in Orleans, Jefferson, St. Tammany, and
Calcasieu Parishes, conditions do not yet appear suitable for
continuing the notification and approval process.  

Hence, the parties ask the Court to indefinitely postpone the
final fairness hearing, along with the notice, objection, opt-out,
and claims schedule, with respect to property in those parishes.  
The parties will submit either a status report or a motion to re-
commence the notification and approval process with respect to
those Parishes by December 15, 2005.

The parties further ask the Court to add XCL, Ltd., LM Holding,
Associates, LP, David Odom, Katherine McClellan Sibille, The
Sibille Co., Inc., and Sylvia Weil Marcuse as class
representatives to conform to the pleadings in the Louisiana state
court proceedings, and to delete William Kimball as a class
representative due to his death.

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: Wants Court to Allow Tax Claim as Timely Filed
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on October
13, 2005, Carolyn Hochstadter Dicker, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, in Philadelphia, Pennsylvania,
tells the U.S. Bankruptcy Court for the Southern District of New
York that pursuant to records, WorldCom, Inc., and its debtor-
affiliates currently owe the City of Philadelphia these business
privilege taxes inclusive of interest and penalties through Sept.
7, 2005:

    Period     Principal   Interest   Penalty     Total
    ------     ---------   --------   -------     -----
  12/31/2002    $167,920    $48,697   $86,059   $302,676

  04/15/2003                 45,476   113,690    159,166

  04/15/2004      91,847     15,614    33,294    140,755

  12/31/2004         962         48        67      1,077
               ---------   --------   -------   --------
    TOTAL       $260,728   $109,835  $233,111   $603,674

Interest and penalties continue to accrue through the date of
payment, Ms. Dicker says.

                            *    *    *

While going through its records, the City of Philadelphia
discovered a liability due by the Debtors under MCI WorldCom
Communications Inc.'s account.  Pursuant to the City's Records,
the Debtors' liability consists of non-filer liability for failure
to have filed tax returns for business privilege and wage taxes
from 1995 to 2001.  The City filed a claim in an
unliquidated amount for this liability.

By this motion, the City asks the Court to:

   a) allow its Claim, nunc pro tunc, as timely filed, on grounds
      of "excusable neglect," as a priority tax claim pursuant to
      Section 507(a)(8) of the Bankruptcy Code, together with
      penalties and interest accrued through the Petition Date;         
      and

   b) compel the Debtors to file the Tax Returns immediately and
      fully pay the Taxes in cash.

Section 507(a)(8) of the Bankruptcy Code provides for the payment
of unsecured taxes assessed before the commencement of the
bankruptcy case as priority tax claims, together with penalties
and interest accrued through the Petition Date.

Carolyn Hochstadter Dicker, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, in Philadelphia, Pennsylvania, relates
that because the Taxes are self-assessed, the Debtors were on
notice of their obligation to pay the Taxes prior to the Petition
Date.  Thus, the Debtors cannot claim surprise or prejudice from
lack of notice.

Ms. Dicker points out that there would be little, if any,
prejudice to the Debtors' estates from the delay in the allowance
and payment of the City's Claim, due to the relative small size of
the claim with respect to the outstanding claims against the
Debtors' estates, as well as the sufficiency of funding available
for their payment.  Similarly, Ms. Dicker continues, while the
Plan has gone effective, the Debtors are still in the midst of
administering claims.

Moreover, Ms. Dicker insists that because tax claims are so unique
in nature, there is little danger that allowance of the
City's Claim as late-filed will open the floodgates to the filing
of similar claims against the Debtors' estates.

"The balance of the equities lies in favor of the taxing
authority, as representative of the taxpayers," Ms. Dicker
maintains.  "While a City employee did admittedly fail to timely
file an unliquidated claim, the taxpayers should not be prejudiced
by this error, as long as the creditors of the Debtors' estates
are similarly not prejudiced by the allowance and payment of the
City's Claim."

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)


* Timothy Coleman Joins Dewey Ballantine as Litigation Partner
--------------------------------------------------------------
Timothy J. Coleman will join Dewey Ballantine LLP, as a Partner in
the Litigation Department.  Mr. Coleman will be resident in the
firm's Washington, D.C. and New York offices, and will Co-Chair
the firm's White Collar Crime and Government Investigations
Practice Group.

"Tim Coleman is an outstanding addition to our Litigation
Department, and to the firm as a whole," said Morton A. Pierce,
Chairman of the firm's Executive Committee.  "This move
demonstrates Dewey Ballantine's commitment to expanding its
capabilities in the increasingly important area of government
enforcement actions and white collar criminal defense."

Mr. Coleman, a nationally recognized expert on white-collar crime
and government enforcement, currently serves as Senior Counsel to
the Deputy Attorney General of the United States.  After
completing his government service, he will join Dewey Ballantine
in January 2006.

Prior to entering Government service, Mr. Coleman was associated
for more than six years with Cravath, Swaine & Moore in New York.  
He received his J.D. degree from Georgetown University Law Center
in 1990.  Before beginning his legal career, Mr. Coleman worked as
a foreign exchange trader for a commercial bank.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys located in New York, Washington,
D.C., Los Angeles, East Palo Alto, Houston, Austin, London,
Warsaw, Budapest, Frankfurt, Milan and Rome.  Through its network
of offices, the firm handles some of the largest, most complex
corporate transactions, litigation and tax matters in such areas
as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance and international trade.  
Industry specializations include energy and utilities, healthcare,
insurance, financial services, media, consumer and industrial
goods, consumer electronics, technology, telecommunications and
transportation.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       52
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (52)         621       43
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (76)         234      213
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Choice Hotels           CHH        (164)         288      (34)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Columbia Laborat        CBRX        (12)          18       11
Coley Pharma            COLY         (5)          71       30
Compass Minerals        CMP         (81)         667      129
Crown Media HL          CRWN        (34)       1,289     (130)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (260)         498      (72)
Domino's Pizza          DPZ        (553)         414       (3)
Echostar Comm           DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Immersion Corp.         IMMR        (11)          46       30
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (69)         282       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR        (140)       1,488      123
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,663)      24,070    1,248
RBC Bearings Inc.       ROLL         (5)         247      125
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL        (97)         316       44
Rural Cellular          RCCC       (464)       1,376       30
Ruth's Chris Stk        RUTH        (49)         110      (22)
SBA Comm. Corp.         SBAC        (50)         857       19
Sepracor Inc.           SEPR       (213)       1,193      830
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (46)          20      (54)
TRX Inc                 TRXI         (8)          62      (27)
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (35)         441      (80)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.         WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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