TCR_Public/051102.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, November 2, 2005, Vol. 9, No. 260

                          Headlines

21ST CENTURY TECH: Case Summary & 20 Largest Unsecured Creditors
ABLE LABORATORIES: Asset Sale Hearing Scheduled for November 7
ACANDS INC: Wants Time to Remove Civil Actions Stretched to Mar. 4
ADELPHIA COMMS: MidOcean & Crestview Complete Cable Acquisition
ADVANTA BUSINESS: Moody's Rates $25 Million Class D Notes at Ba2

ALLIED HOLDINGS: Asks Court to Set Feb. 17 as Claims Bar Date
ALLIED HOLDINGS: Court OKs Kar-Tainer's Securities Purchase Deal
ALLIED HOLDINGS: Wants Plan Filing Period Stretched to April 28
ALLMERICA FINANCIAL: Sale Plan Prompts S&P to Review Ratings
AMERICAN HOME: Fitch Puts BB Rating on $1.34 Mil Certificate Class

AMERICAN PACIFIC: Moody's Holds Caa1 Rating on Second Lien Loan
AMERICAN TOWER: Refinances $2.45 Billion Credit Facilities
AMR CORP: S&P Assigns B- Rating to $800-Mil JFK Airport Rev. Bonds
APCO LIQUIDATING: Taps A.W. Green as Special Business Consultant
ASARCO LLC: Court Lifts TRO to Pay Prepetition Debts to Salt River

ASARCO LLC: Court Okays Payment of Disability Benefits
ASARCO LLC: Komatsu Wants a Decision on Equipment Lease Agreements
ASAT HOLDINGS: Closes $15 Million Preferred Share Financing
ASPEON INC: Balance Sheet Upside-Down by $10.98M at Sept. 30, 2003
AT&T CORP: S&P Holds Low-B Rating After DOJ's SBC Merger Approval

AUSTIN COMPANY: Section 341(a) Meeting Slated for November 30
AUSTIN COMPANY: Wants to Hire Squire Sanders as Bankruptcy Counsel
AVCORP INDUSTRIES: Increases Private Equity Placement to $3.375M
BEAR STEARNS: Fitch Rates $21.69 Million Certificate Class at BB
BEAZER HOMES: Completes Exchange Offer for 6.875% Senior Notes

BIRCH TELECOM: Court Grants Full Use of Lenders' Cash Collateral
CAMPBELL RESOURCES: Court Extends CCAA Protection Until Nov. 25
CITIGROUP MORTGAGE: Fitch Rates $4.83 Mil Cert. Classes at Low-B
CITY OF GLOVERSVILLE: Moody's Cuts $9.4 Million Debt Rating to Ba1
COMPOSITE TECHNOLOGY: Exits Bankruptcy in Less Than Six Months

CORUS ENTERTAINMENT: Posts $9.7 Million Net Income in 4th Quarter
CREDIT SUISSE: S&P Puts Low-B Ratings on Five Certificate Classes
CROWN HOLDINGS: Earns $181 Million of Net Income in Third Quarter
CUMULUS MEDIA: Partners with Three Investors to Buy Susquehanna
CUMULUS MEDIA: Susquehanna Buy Cues Moody's to Hold Ba2 Ratings

CWALT INC: Fitch Places Low-B Ratings on $5.8-Mil Cert. Classes
DECKERS CONSTRUCTION: Case Summary & 27 Largest Unsec. Creditors
DELPHI CORP: Gets Court Okay to Continue Honoring Cananwill Pact
DELPHI CORP: Gets Permanent Injunction Against Utility Companies
DELTA AIR: Asks Court for Open-Ended Lease-Decision Period

DELTA AIR: Committee Wants Akin Gump as Bankruptcy Counsel
DELTA AIR: Wants Until January 27 to File Schedules
DELTA FUNDING: Moody's Junks Rating on Series 2000-3 Class Certs.
DSI-VP LTD: Voluntary Chapter 11 Case Summary
ECHELON CORPORATION: Posts $10.1 Million Net Loss in Third Quarter

ENTERGY NEW ORLEANS: Panel Taps Haynes and Boone as Lead Counsel
ENTERGY NEW ORLEANS: Panel Taps Mintz Levin as Special Counsel
EXCALIBUR INDUSTRIES: Completes "Out-of-Court" Restructuring
FALCON PRODUCTS: Court Okays Termination of Three Pension Plans
FOREST OIL: Financial Leverage Cues S&P to Affirm BB- Debt Rating

FRASER PAPERS: Operating Losses Prompt Moody's Negative Outlook
GB HOLDINGS: U.S. Trustee Will Meet Creditors on Thursday
GRANITE VIEW: Voluntary Chapter 11 Case Summary
GSI GROUP: Toronto Stock Exchange Listing Withdrawn Yesterday
HARBORVIEW MORTGAGE: Fitch Puts BB+ Rating on $5.9 Mil Cert. Class

HAWAIIAN AIRLINES: Names Peter Ingram as Chief Financial Officer
HORACE GRAVELY: Voluntary Chapter 11 Case Summary
IFP LLC: Case Summary & 20 Largest Unsecured Creditors
INFOUSA INC: Moody's Holds Ratings and Says Outlook is Stable
INTEGRATED SECURITY: Issues Convertible Promissory Notes for $500K

INTELSAT LTD: PanAmSat Shareholders Approve $3.2 Billion Merger
IPSCO INC: Earns $134 Million of Net Income in Third Quarter
ISLETON DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
KAISER ALUMINUM: Begins $75 Million Trentwood Facility Expansion
KAUAI MORTGAGE: Case Summary & 5 Largest Unsecured Creditors

LA QUINTA: Earns $14 Million of Net Income in Third Quarter
LELAND MEDICAL: Case Summary & 15 Largest Unsecured Creditors
M-WAVE INC: Restructuring Talks Continue Amid Loan Default
M-WAVE, INC: Appoints Special Committee to Review Options
MACGREGOR ELECTRIC: Case Summary & 20 Largest Unsecured Creditors

MAIN OFFICE: Case Summary & 17 Largest Unsecured Creditors
MCLEODUSA INC: Overview of Prepackaged Plan of Reorganization
MCLEODUSA INC: Will Sell Headquarters to Aegon Affiliate
METABOLIFE INT'L: Gordon & Rees Approved as Trademark Counsel
MMRENTALSPRO LLC: La Salle OKs Use of Cash Collateral to Nov. 10

MORTGAGE ASSET: Fitch Assigns BB Rating to $2.14-Mil Cert. Class
NANOMAT INC: Ch. 11 Trustee Taps Debra Parrish as Special Counsel
NERVA LTD: Waning Credit Spurs Fitch to Junk $315-Mil Class Notes
NESCO INDUSTRIES: Balance Sheet Upside-Down by $4.72M at April 30
NEW WORLD: Walking Away from 128 Unexpired Leases & Contracts

NORTHWEST AIRLINES: Interline Pacts Approved on Final Basis
NORTHWEST AIRLINES: Parties Balk at Maintenance & Service Fees
O'SULLIVAN IND: Court Enjoins Utilities from Suspending Service
O'SULLIVAN IND: Wants to Assume AFCO Premium Finance Agreement
PARKWAY HOSPITAL: Wants Plan Filing Period Stretched to March 1

PENN NATIONAL: Reports $55.4 Million Net Income in Third Quarter
PIZZA INN: Wants Wells Fargo to Waive Covenant Breaches
REFCO INC: Wants to Continue Using Cash Management Systems
ROGERS COMMS: Reports Financial & Operational Results for 3rd Qtr.
ROGERS COMMS: Strong Performance Prompts Moody's to Review Ratings

RURAL CELLULAR: Launches Offer for $175 Million Senior Notes
RURAL CELLULAR: S&P's Rating on Jr. Preferred Stock Tumbles to D
RURAL CELLULAR: Moody's Junks Proposed $175 Million Senior Notes
SCHOOL SPECIALTY: S&P Withdraws Low-B Rating After LBW Buy-Out
SENIOR HOUSING: Earns $14.1 Million of Net Income in Third Quarter

SHERWIN LINDSEY: Case Summary & 20 Largest Unsecured Creditors
SHOP FRESH: Case Summary & 9 Largest Unsecured Creditors
SILICON GRAPHICS: Can Borrow Up to $100 Mil Under Amended Facility
SILICON GRAPHICS: Eyes $26M of Spending Under Restructuring Plan
SPORTS CLUB: American Stock Exchange Delists Common Stock

SUSQUEHANNA MEDIA: Sale Plan Cues Fitch to Hold BB- Credit Rating
SUSQUEHANNA MEDIA: Sale of Divisions Cues Moody's to Hold Ratings
TAILORED LAWN: Case Summary & 20 Largest Unsecured Creditors
TFS ELECTRONIC: U.S. Trustee Amends Creditors Committee Membership
THE PANTRY: Expects FY 2005 Earnings to Exceed Previous Guidance

TRAINER WORTHAM: Moody's Junks Ratings on $17.6 Million Notes
TRUMP HOTELS: Argues Former Shareowners' Claims are Meritless
TRUMP HOTELS: Court Defines World's Fair Sale Expenses
UAL CORPORATION: Posts $1.8 Billion Net Loss in Third Quarter
UNITED PROPERTIES: Case Summary & 15 Largest Unsecured Creditors

UNITED WOOD: Files Schedules of Assets and Liabilities
UNITED WOOD: Schwabe Williamson Approved as Bankruptcy Counsel
US AIRWAYS: Gets $250 Million Loan from Airbus & Wells Fargo
US AIRWAYS: Investors Increase Holdings by $112.5 Million
VERILINK CORP: Posts $1.9 Million Net Loss in First Quarter

VERILINK CORP: Amends Agreement Terms with Noteholders
VISIPHOR CORPORATION: Grant Thornton Replaces KPMG as Auditor
W.R. GRACE: Earns $32.1 Million of Net Income in Third Quarter
WINN-DIXIE: Wants to Reject Warehouse Lease in Jacksonville, Fla.
XFORMITY TECHNOLOGIES: Equity Deficit Narrows to $756k at June 30

* Houlihan Lokey Joins Forces with Tokyo-Based ORIX Corporation
* Wilmer Cutler Names Ben W. Heineman Jr. as Senior Counsel

* Upcoming Meetings, Conferences and Seminars

                          *********

21ST CENTURY TECH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 21st Century Technologies, Inc.
        2700 West Sahara, Suite 440
        Las Vegas, Nevada 89102-1703

Bankruptcy Case No.: 05-28185

Type of Business: The Debtor provides long-term debt and equity
                  investment capital to support the expansion of
                  companies in a variety of industries.
                  See http://www.tfctcorp.com/

Chapter 11 Petition Date: November 1, 2005

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: William Noall, Esq.
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, Nevada 89109
                  Tel: (702) 796-5555

Total Assets: $13,489,476

Total Debts:   $2,005,224

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Patricia Wilson                  Lawsuit Settlement   $2,750,000
5601 Lindsey Drive
Plano, TX 75093

Bike Doctor                      Lawsuit Settlement     $200,000
c/o Law Offices of
Randall S. Henderson
1959 Paloma Street
Pasadena, CA 91104

West Mowery                      Promissory Note         $86,565
P.O. Box 11543
Fort Worth, TX 76110

Michael Rivera                   prizeWise, Inc.         $24,598
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.
4 Triad Center, Suite 800
Salt Lake City, UT 84180

Brandon Anderson                 prizeWise, Inc.         $24,598
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.
4 Triad Center, Suite 800
Salt Lake City, UT 84180

Steven L. Rinehart               prizeWise, Inc.         $24,598
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.
4 Triad Center, Suite 800
Salt Lake City, UT 84180

The Hartford                     Insurance Bond          $15,000
                                 Indemnification

GE Capital                       Trade Debt              $13,460

Cameron Ford                     prizeWise, Inc.         $10,694
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.

Phillip Rinehart                 prizeWise, Inc.          $4,990
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.

PLR, LLC                         prizeWise, Inc.          $4,990
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.

Charles R. Billings, P.C.        Attorney for IRS         $4,553
                                 Matters

Jason Hall                       prizeWise, Inc.          $3,922
c/o Rinehart                     stock buyout
Somonsen & Fetzer, P.C.

Chris Labarbera                  Consulting Agreement     $1,875

Franklin Cardwell & Jones        Trade Debt                 $947

Strasburger & Price, LLP         Trade Debt                 $779

Purchase Power                   Trade Debt                 $366

Transfer Online                  Trade Debt for stock       $282
                                 Transfer agent

Alcan                            Trade Debt                 $279

Qwest                            Trade Debt                 $156


ABLE LABORATORIES: Asset Sale Hearing Scheduled for November 7
--------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
will convene a hearing on Nov. 7, 2005, at 2:00 p.m. to consider
approval of the sale of Able Laboratories, Inc.'s assets and
assumption of its contracts and leases to the highest and best
bidder.  

The Court approved the auction procedures for the sale of the
Debtor's assets at a hearing on Oct. 19.

Aurobindo Pharma USA is the "stalking horse" bidder, and Able had
entered into a "nonbonding" letter of intent with Aurobindo.  The
Aurobindo transaction is conditioned, among other things:

   -- on completion of satisfactory due diligence;

   -- the parties' entering into a definitive asset purchase
      agreement;

   -- the bankruptcy court's approval of the terms of the
      agreement; and

   -- adoption of a court order approving auction procedures
      which include:

       * a required minimum overbid over Aurobindo Pharma USA's
         offer, and

       * payment of a break-up fee in the event the assets are
         sold to another bidder.

If the Debtor doesn't receive any qualified overbids, the proposed
sale to Aurobindo will be considered on Monday.  If another buyer
tops Aurobindo's offer, Aurobindo is entitled to a $645,000 break-
up fee.

Objections to the sale, if any, must be filed with the Court
today, and served on:

         Cadwalader Wickersham & Taft LLP
         Attn: Mark C. Ellenberg, Esq.
         1201 F Street N.W., Suite 1100
         Washington, DC 20004
                  
         Cadwalader Wickersham & Taft LLP
         Attn: Deborah Piazza, Esq.
         One World Financial Center
         New York, New York 10281
         
         Lowenstein Sandler PC,
         Attn: Sharon L. Levine, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         
         Duane Morris LLP
         Attn: David Stein, Esq.
         744 Broad Street, Suite 1200
         Newark, New Jersey 07102
         
         Office of the United States Trustee
         Attn: Fran Steele, Esq.
         One Newark Center, Suite 2100
         Newark, NJ 07102-5504
         
         Winston & Strawn LLP
         Attn: Daniel J. McGuire, Esq.
         35 W. Wacker Drive
         Chicago, IL 60601-9703
         
Headquartered in Cranbury, New Jersey, Able Laboratories, Inc.
-- http://www.ablelabs.com/-- develops and manufactures generic     
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $59.5 million in
total assets and $9.5 million in total debts.


ACANDS INC: Wants Time to Remove Civil Actions Stretched to Mar. 4
------------------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend the period within which it may remove civil
actions pursuant to 28 U.S.C. Sec. 1452 and Rules 9006 and 9027 of
the Federal Rules of Bankruptcy Procedure, through the earlier of
March 4, 2006, or the effective date of its pending plan of
reorganization.

The Debtor tells the Bankruptcy Court that the extension will give
it more time to make fully-informed decisions concerning the
removal of prepetition actions and will assure that it does not
forfeit valuable rights under section 1452 of the Judicial
Procedures Code.

Curtis A. Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, PC, explains that the Debtor has been unable to
complete the removal process because it has devoted most of its
time to:

     -- various litigation matters;
   
     -- compiling information related to approximately 300,000
        asbestos claims;  and
   
     -- securing approval of a disclosure statement and Plan of
        Reorganization.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $100 million.1


ADELPHIA COMMS: MidOcean & Crestview Complete Cable Acquisition
---------------------------------------------------------------
MidOcean Partners, a New York and London-based private equity firm
and its partner, Crestview Partners, a New York-based private
equity firm, completed the previously-announced acquisition of the
San Juan Puerto Rico area cable operations, a joint venture
between Adelphia Communications Corporation (OTC: ADELQ) and ML
Media Partners, L.P.  

Under the terms of the transaction entered in June 2005, MidOcean
and Crestview will pay $520 million subject to customary purchase
price adjustments, which equates to approximately $3,800 per
subscriber.

The system serves approximately 138,000 customers in the greater
San Juan area.  As an independent entity managed by locally-based
management, the company will continue its focus on improving
service in ways that benefit its customers and the community.  
As part of the new ownership commitment to build the business, a
new name and branding initiative will be forthcoming.

Tyler Zachem, a Managing Director at MidOcean Partners, said "We
are excited to have this process behind us and look forward to
working with management and the employees to provide new and
enhanced products and services for our customers and to create
value for our investors."

Cable industry veteran and Crestview Managing Director Jeffrey
Marcus said, "Cable television is a core competency for us and we
believe that this is a unique asset with opportunities for
significant growth.  We are excited about the prospects for this
company."

"This is a great company, with a solid platform and dedicated
employees," Ron Dorchester, CEO of the newly independent cable
company, said.  "We believe that managing this asset locally will
result in improved and expanded cable services and programming for
customers in the San Juan area."

"We are grateful for the work of our employees in Puerto Rico and
believe this sale provides the best solution for them, their
customers and the parties to this transaction," said Bill
Schleyer, chairman and CEO of Adelphia.  "The new owners are
skilled managers with cable industry knowledge, and that bodes
well for the San Juan area cable system."

Since Sept. 30, 2002, the joint venture between Adelphia and ML
Media Partners that owns and operates the Puerto Rico system has
been under Chapter 11 bankruptcy protection.

Also co-investing with MidOcean Partners and Crestview Partners
are AlpInvest and Northwestern Mutual, two investors from
MidOcean's fund.  ML Media was advised by Greg Ainsworth of
Daniels & Co. and MidOcean and Crestview were advised by Townsend
Devereux and Joe Duggan of DH Capital.  Adelphia was advised by
Lazard.

                  About MidOcean Partners

MidOcean Partners -- http://www.midoceanpartners.com/-- is a  
premier private equity firm focused on the middle market.  Based
in New York and London, MidOcean is committed to investing in
high-quality middle market companies with stable market positions
and opportunities for growth.  Targeted sectors include consumer
and leisure, media and communications, business and financial
services and select industrial sectors.  MidOcean utilizes a broad
foundation of expertise in its focus industries and its
transatlantic platform to create value for its investors and
partners.

                     About Crestview

Crestview Partners is a $1.4 billion private equity fund founded
in 2004 by a group of former Goldman Sachs partners and colleagues
who had served in leadership roles in the firm's private equity
business and senior management.  Crestview's founding partners
have invested nearly $6 billion in a wide range of industries in
North America and Europe, including media, healthcare, building
products, chemicals, and real estate-related.  The firm can invest
in equity or debt, public or private, U.S. or international, and
control or non- control investments.

                  About ML Media Partners

ML Media Partners, L.P is a public limited partnership raised in
1986 to acquire, finance, hold, develop, improve, maintain,
operate, lease, sell, exchange, dispose of and otherwise invest in
and deal with media businesses and direct and indirect interests
therein. ML Media Partners made direct operating investments in
seven cable television systems, eleven radio stations and two
network affiliated television stations. ML Media has liquidated
all of its holdings with the exception of the cable properties in
Puerto Rico.

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.


ADVANTA BUSINESS: Moody's Rates $25 Million Class D Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Aaa-rating to the
$250,000,000 AdvantaSeries Class A(2005-A3) Asset Backed Notes and
a Ba2-rating to the $25,000,000 AdvantaSeries Class D(2005-D2)
Asset Backed Notes issued from the Advanta Business Card Master
Trust.

The complete ratings action was as follows:

Issuer: Advanta Business Card Master Trust, AdvantaSeries


    * $250,000,000 Class A(2005-A3) Asset Backed Notes, rated Aaa
    * $25,000,000 Class D(2005-D2) Asset Backed Notes, rated Ba2

The AdvantaSeries consists of Class A notes, Class B notes,
Class C notes and Class D notes.  Credit enhancement for the
Class A(2005-A3) notes is provided by the Class B notes, Class C
notes, Class D notes, a cash collateral account sized at 2.25% of
the adjusted outstanding principal balance of the AdvantaSeries
notes on closing date and a spread account, which is initially
unfunded and may increase if excess spread falls below prescribed
levels. All Notes benefit from the cash collateral account and
spread account.

Moody's Aaa rating of the Class A(2005-A3) notes and the Ba2
rating of the Class D(2005-D2) notes are based on the credit
quality of the underlying pool of credit card receivables, the
transaction's structural protections and the capability of the
servicer, Advanta Bank Corp., which is an unrated, wholly owned
subsidiary of Advanta Corp. (senior unsecured debt rating of B2,
on review for possible upgrade).

The assets of the Trust are a pool of MasterCard and, to a limited
extent, Visa receivables generated by small businesses and
business professional.  Under the terms of the cardholder
agreement, the card is to be used exclusively for business
purposes.  Some of the benefits of the card include additional
cards for company employees at no additional fee, detailed expense
reports, ability to earn rewards and access to valuable products
offered by alliance partners.  Advanta began originating this
product in 1994 and has steadily grown the portfolio to its
current size of $3.5 billion in receivables.


ALLIED HOLDINGS: Asks Court to Set Feb. 17 as Claims Bar Date
-------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to establish
Feb. 17, 2006, as the deadline for filing proofs of claim based on
prepetition debts or liabilities, including contingent claims, in
their Chapter 11 cases.

To be valid, a filed Proof of Claim must:

   (a) substantially conform to the proposed proof of claim form
       prepared by the Debtors or Official Form No. 10;

   (b) be written in the English language;

   (c) be denominated in lawful currency of the United States of
       America or in lawful currency of Canada, as may be
       appropriate, as of the Petition Date;

   (d) indicate the Debtor against which the claim is being
       asserted; and

   (e) be signed by the claimant or, if the claimant is not an
       individual, by an authorized agent of the claimant.

Any person or entity holding a claim against more than one Debtor
must file a separate Proof of Claim with respect to each Debtor.

Any Proofs of Claim delivered by facsimile, telecopy or
electronic mail will not be deemed to be valid.

The Debtors do not require these persons or entities to file a
Proof of Claim on or before the Bar Date:

   1.  Any person or entity that has already properly filed with
       the Court a Proof of Claim against the appropriate Debtor
       or Debtors;

   2.  Any person or entity whose claim is listed on the Debtors'
       Bankruptcy Schedules which were filed on September 28,
       2005, but only if:

          (i) the person's or entity's claim is not scheduled on
              the Bankruptcy Schedules as "disputed,"
              "contingent," or "unliquidated";

         (ii) the person's or entity's claim is identified on the
              Bankruptcy Schedules of the appropriate Debtor; and

        (iii) the person or entity does not dispute the amount or
              nature of the claim listed on the Bankruptcy
              Schedules.

   3.  Any person or entity having a claim under Sections 503(b)
       or 507(a) of the Bankruptcy Code as an administrative
       expense of any of the Debtors' Chapter 11 cases;

   4.  Any person or entity whose claim has been paid in full by
       any of the Debtors;

   5.  Any person or entity that holds an interest in any Debtor,
       which interest is based exclusively on the ownership of
       common or preferred stock, membership interests,
       partnership interests, or warrants or rights to purchase,
       sell or subscribe to such a security or interest;

   6.  Any Debtor having a claim against any other Debtor;

   7.  Any person or entity that holds a claim that has been
       allowed pursuant to a Court order entered on or before the
       Bar Date;

   8.  Any person or entity that holds a claim solely against any
       of the Debtors' non-debtor affiliates; and

   9.  Any person or entity that holds a claim exclusively for
       the repayment of principal, interest or other applicable
       fees and charges arising from any bond, note or debenture
       issued by any of the Debtors through the September 30,
       1997 issuance of senior notes in the principal amount of
       $150 million and bearing interest at 8-5/8%, provided,
       however, that this provision does not apply to these
       entities which must file Proofs of Claim:

          (i) the Senior Notes indenture trustee,

         (ii) any Senior Notes Claimants holding claims not
              related to the Senior Notes; or

        (iii) any current or former holder of Senior Notes
              wishing to assert a claim arising out of or related
              to the ownership or purchase of Senior Notes,
              including, but not limited to, claims arising out
              of or related to the purchase, sale, issuance, or
              distribution of Senior Notes, any damages claim
              under applicable securities law or any claim
              pursuant to Section 510(b).

Any person or entity who has or who may have or who may claim to
have any right to refund, credit, adjustment, payment or
distribution by, or on behalf of or affecting the Debtors which
refund, credit, adjustment, payment or distribution has been or
could be ordered or determined by any court or regulatory body
must file a Proof of Claim on or before the Bar Date.

Any person or entity holding a potential claim arising from the
rejection of an executory contract or unexpired lease of the
Debtors must file a Proof of Claim evidencing the claim by the
later of (i) the Bar Date, or (ii) 30 calendar days after the
entry of the order providing for the rejection of the executory
contract or unexpired lease of the Debtors.

If any of the Debtors amend or supplement their Bankruptcy
Schedules, the Debtors will give notice of any amendment or
supplement to the holders of the claims affected thereby, and the
holders will be afforded 20 days from the date on which the
notice is given to file Proofs of Claim in respect of their
claims or be forever barred from doing so.

The Debtors propose that the Indenture Trustee, in its sole
discretion, file aggregate Proofs of Claim in each of the
Debtors' Chapter 11 cases on behalf of Senior Notes Claimants in
respect of the Debtors' obligations under the Senior Notes,
including, without limitation, the repayment of principal,
interest or other applicable fees and charges arising under the
Notes.

However, the Indenture Trustee is not authorized to file any
Proof of Claim with respect to any claim held by any current or
former holder of Senior Notes arising out of or related to the
ownership or purchase of Senior Notes, including, but not limited
to, claims arising out of or related to the purchase, sale,
issuance, or distribution of Senior Notes, any damages claim
under applicable securities law or any claim pursuant to Section
510(b).

The Debtors will publish notice of the Bar Date once in (i) The
Wall Street Journal (National Edition), (ii) USA Today (National
Edition) and (iii) The Fulton County Daily Report no later than
30 days prior to the Bar Date.

Any person or entity who is required to file a Proof of Claim but
fails to do so by the applicable Bar Date will be forever barred
from asserting any right or claim against the Debtors and will be
barred from participating in any distribution under a plan of
reorganization that may be confirmed in the Debtors' cases.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Court OKs Kar-Tainer's Securities Purchase Deal
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved the Securities Purchase Agreement, and a related
amendment, between Allied Holdings, Inc., its debtor-affiliates
and Richard Cox.

As previously reported in the Troubled Company Reporter, Allied
Holdings, Inc., Axis Group, Inc., and Kar-Tainer International
Limited agreed to sell the Debtors' securities in Kar-Tainer to
Mr. Cox, an executive at Asean Auto Logistics, which formerly
owned Kar-Tainer.

The non-core assets to be sold include 100% of the Debtors' issued
and outstanding ownership interests in Kar-Tainer together with
the Kar-Tainer intellectual property held by Allied Holdings.

Mr. Cox proposes to pay $2 million for the securities, subject to
other adjustment and conditions.  Mr. Cox has paid a portion of
the Purchase Price in the form of an earnest money deposit
totaling $50,000.

                         Amendment

On Oct. 24, 2005, the Debtors and Mr. Cox amended their Securities
Purchase Agreement to clarify certain sale terms.  The Debtors
agree to cause all intercompany indebtedness between an acquired
company, on the one hand, and Allied Holdings Inc., Axis Group,
Inc., and Kar-Tainer International Ltd. or any affiliate of Allied
Holdings, on the other hand, to be forgiven prior to the closing.  
After the closing, Allied Holdings will seek dismissal of Kar-
Tainer International LLC's bankruptcy case.

                        PBGC Concerns

The Pension Benefit Guaranty Corporation has indicated to the
Debtors that it has concerns regarding the sale transaction as it
affects the PBGC's rights as a creditor, under 29 U.S.C. Section
1362, of non-debtor entities involved in the sale.  After
discussions with the Debtors, the PBGC has agreed not to object
to the sale.  

The Court, however, rules that nothing in the Sale Order or in
the PBGC's agreement not to object to the sale will in any way
affect the PBGC's rights to object to any future matters involving
the sale.

After the Closing, the PBGC will not assert any claims against
Kar-Tainer International LLC and Kar-Tainer International (Pty)
Ltd.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --   
http://www.alliedholdings.com/-- and its affiliates provide        
short-haul services for original equipment manufacturers and   
provide logistical services.  The Company and 22 of its
affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case No. 05-12515).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants Plan Filing Period Stretched to April 28
---------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to extend
their exclusive periods to:

   a) propose and file plans of reorganization through April 28,  
      2006; and

   b) solicit acceptances through June 27, 2006.

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, tells the Court that the Debtors' sufficiently large and
complex cases warrant an extension of their Exclusive Periods.

Mr. Winsberg reports that the Debtors have concentrated on
resolving a number of significant issues relating to the estate,
including:

   * successful transition to operating in Chapter 11;

   * negotiations with various trade vendors regarding   
     postpetition performance;

   * commencement of proceedings against various trade
     vendors that refused to perform postpetition;

   * fulfillment of the various reporting obligations in
     connection with the commencement of their cases;

   * analysis of reclamation claims filed by certain trade
     vendors;

   * provision of information and continued discussions with the
     Official Committee of Unsecured Creditors;

   * review and evaluation of executory contracts and unexpired
     leases;

   * development of a key employee retention plan;

   * commencement of lease agreement rejections;

   * negotiation of securities purchase agreement for the sale of
     ownership interests in Kar-Tainer International (Pty) LTD.,
     and Kar-Tainer International LLC;

   * negotiation of premium financing arrangements and other
     insurance premium financing;

   * analysis of various insurance issues in connection with tort
     claims pending against the Debtors;

   * negotiation with various equipment lessors regarding
     equipment lease issues; and

   * negotiation with customers regarding fuel surcharge relief
     and increased pay for services provided.

Mr. Winsberg further informs the Court that the Debtors are
making significant progress toward determining the reorganization
value of their businesses and the process of determining
distributions to their constituencies.  To date, Mr. Winsberg
relates, the Debtors have met their financial projections.  They
have also stabilized their business operations, maintained
critical business relationships, maintained the quality of
customer service and reduced their cash losses, he adds.  

Mr. Winsberg notes that an extension of the Exclusive Periods
will provide the Debtors with an opportunity to develop a
reasoned strategic plan and develop and negotiate a consensual
plan of reorganization.  

The Debtors believe that any proposed plan of reorganization must
be based on sound financial analysis.  Thus, the Debtors assert
that extending the Exclusive Periods will allow them to work
toward a resolution of their financial issues and propose a plan
of reorganization based on a rational and well-developed business
plan.

Mr. Winsberg points out that competing plans would present a
direct impediment to the Debtors' ability to finalize their
financial analysis.  Hence, Mr. Winsberg contends, the Debtors
should not be faced with the distraction caused by the premature
filing of a plan of reorganization by other parties-in-interest
and the resulting litigation expense caused by the existence of
competing plans.

Moreover, Mr. Winsberg assures the Court that the Debtors will
keep the Creditors Committee fully informed of their progress,
including sharing their financial information.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLMERICA FINANCIAL: Sale Plan Prompts S&P to Review Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch status
of its 'BB' counterparty credit on Allmerica Financial Corp. to
positive from negative.

Standard & Poor's also said that it affirmed its 'BBB+'
counterparty credit and financial strength ratings on Hanover
Insurance Co., Citizens Insurance Co. of America, Hanover Lloyd's
Insurance Co., and Massachusetts Bay Insurance Co. and removed
them from CreditWatch negative, where they were placed on
Sept. 9, 2005.  The outlook on these companies is stable.
     
The CreditWatch status of the ratings on AFC was revised to
negative from positive on Sept. 9, 2005, because of concerns about
the potential impact of losses from Hurricane Katrina given the
company's significant exposure in Louisiana, particularly in the
homeowners and commercial multi-peril lines.

These ratings had originally been placed on CreditWatch positive
on Aug. 22, 2005, following the company's announcement that it had
agreed to sell its variable annuity and life business to Goldman
Sachs Group Inc.

"The placement of the AFC ratings on CreditWatch positive again
reflects the beneficial impact of the sale of the variable annuity
and life businesses," said Standard & Poor's credit analyst John
Iten.

This sale will remove the guaranteed minimum death benefit-exposed
business that has been Standard & Poor's primary concern on the
life side and leave AFC with a much smaller, more stable block of
runoff life liabilities -- along with its core property/casualty
operations.  That transaction is expected to close on or about
Nov. 30, 2005.  Standard & Poor's anticipates raising its ratings
on AFC by one notch following the transaction.

The removal of the subsidiaries ratings from CreditWatch negative
reflects Standard & Poor's view that the hurricane losses, though
substantial, will not have a significant adverse impact on the
capitalization of the property/casualty operations.

The property/casualty operations had a pretax loss of $128 million
in the third quarter of 2005, but they were still able to show a
small profit of $24 million for the first nine months of 2005.  
The full-year profit is expected to be higher assuming a
reasonably strong fourth quarter.  The rating actions also reflect

Standard & Poor's expectation that the flood exclusions in
Allmerica's policies will withstand any legal or regulatory
pressure to cover uninsured flood losses.


AMERICAN HOME: Fitch Puts BB Rating on $1.34 Mil Certificate Class
------------------------------------------------------------------
American Home Mortgage Assets Trust 2005-1 mortgage-backed pass-
through certificates, composed of three groups are rated by Fitch
Ratings:

   Groups 1 & 2

     -- $315.77 million class A and R 'AAA';
     -- $11.07 million class C-B-1 'AA';
     -- $2.85 million class C-B-2 'A';
     -- $2.18 million class C-B-3 'BBB';
     -- $1.34 million privately offered, class C-B-4 'BB'.

   Group 3

     -- $426.75 million class A 'AAA';
     -- $19.66 million class 3-M-1 'AA';
     -- $9.25 million class 3-M-2 'A';
     -- $4.63 million class 3-M-3 'BBB';
     -- $2.31 million class 3-M-4 'BBB-'.

For Groups 1 & 2 the 'AAA' rating on the senior certificates
reflects the 5.85% credit enhancement provided by the 3.30% class
C-B-1, 0.85% class C-B-2, 0.65% class C-B-3, 0.40% privately
offered class C-B-4, 0.35% privately offered class C-B-5, and
0.30% privately offered class C-B-6.

For Group 3 the 'AAA' rating on the senior certificates reflects
the 8.25% credit enhancement provided by the 4.25% class 3-M-1,
2.00% class 3-M-2, 1.00% class 3-M-3, 0.50% class 3-M-4, as well
as 0.50% target over-collateralization.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the mortgage collateral, strength of the legal,
financial structures and the capabilities of Wells Fargo Bank,
N.A. as master servicer.  Deutsche Bank National Trust Company
will act as trustee.

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

As of the cut-off date, the mortgage loans have an aggregate
balance of $797,994,863.  The weighted average mortgage rate is
approximately 5.50%.  The average cut-off date principal balance
of the mortgage loans is $368,419.  The weighted average original
combined loan-to-value ratio is 72.90%.  The properties are
primarily located in California, Illinois, and Virginia.


AMERICAN PACIFIC: Moody's Holds Caa1 Rating on Second Lien Loan
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of American Pacific Corporation.  Moody's also affirmed its:

    * B2 ratings on the company's revised first lien term loan and
      revolver,

    * the Caa1 rating on its second lien term loan, and

    * a speculative grade liquidity rating of SGL-3.

The rating outlook remains stable.

The affirmation of the ratings follows AMPAC's amendment of its
Purchase Agreement with GenCorp Inc. (B2) reflecting a change in
sale price and payment terms for the acquisition of the Aerojet
Fine Chemicals business.  The revised purchase price will be $114
million; the $5 million reduction from the prior purchase price
has been converted to a contingent payment.  $88.5 million of the
purchase price will be paid in cash at the closing utilizing the
facilities rated above and a portion of AMPAC's current cash
balance.  The remaining portion of the purchase price consists of
a $19 million subordinated first seller note and a $6.5 million
subordinated second seller note.  Both the $5 million contingent
payment and the $6.5 million subordinated second seller note are
payable upon achieving certain financial metrics that would
require a significant reduction in leverage (debt/EBITDA).

The affirmation of ratings reflects elevated business risk
associated with a large step-out acquisition, weak near-term
fundamentals of the company's ammonium perchlorate business, and
elevated debt levels subsequent to the acquisition.  Furthermore,
the rating affirmation reflects the combined company's small size,
very high customer concentration, limited product diversity,
ongoing environmental costs, and elevated intermediate to long-
term risk associated with a pharmaceutical business.  The stable
outlook reflects the lower purchase price and Moody's continued
belief that AP demand will remain at or above 8-9 million pounds,
near-term sales will grow from AFC's qualifications, and that
AMPAC's other businesses will remain modest contributors to
EBITDA.  Affirmation of AMPAC's speculative grade rating of SGL-3
reflects the small size of the company and the revolver, and
moderate headroom under the financial covenants in its credit
facilities.

The following ratings were affirmed and remain on stable outlook:

    * Corporate Family Rating -- B2

    * Senior Secured Revolver due October 2010 -- B2

    * Senior Secured First Lien Term Loan due October 2010 -- B2

    * Senior Secured Second Lien Term Loan due October 2011 --
      Caa1

    * Speculative Grade Liquidity Rating -- SGL-3

American Pacific Corporation, headquartered in Las Vegas, Nevada,
is the sole North American provider of ammonium perchlorate, the
primary ingredient in solid rocket motors.  AMPAC is also a
leading supplier of liquid propulsion products and bipropellant
thrusters. In July 2005, the company executed an Asset Purchase
Agreement with GenCorp Inc. to acquire Aerojet Fine Chemicals.


AMERICAN TOWER: Refinances $2.45 Billion Credit Facilities
----------------------------------------------------------
American Tower Corporation (NYSE: AMT) successfully refinanced the
credit facilities of the Company's principal operating
subsidiaries.  The Company refinanced the existing $1.1 billion
senior secured credit facility at the American Tower operating
company level with a new $1.3 billion facility and refinanced the
existing $900 million senior secured credit facility at the
SpectraSite operating company level with a new $1.15 billion
facility.  After repayment of the previous credit facilities, the
combined $2.45 billion available under the two new credit
facilities provides the Company with up to $977 million of
liquidity, net of outstanding undrawn letters of credit.

The new AMT OpCo credit facility consists of a $300 million
revolving credit facility, a $750 million Term Loan A and a $250
million Delay Draw Term Loan.  At closing, the Company drew down
the entire Term Loan A and used the net proceeds to repay the
principal and interest on the $745 million outstanding under the
previous AMT OpCo credit facility.  The new SCI OpCo credit
facility consists of a $250 million revolving credit facility, a
$700 million Term Loan A and a $200 million Delay Draw Term Loan.
At closing, the Company drew down the entire Term Loan A and used
the net proceeds to repay the principal and interest on the $697
million outstanding under the previous SCI OpCo credit facility.

The new credit facilities increase the Company's total liquidity
available from its existing credit facilities by $450 million and
reduce the Company's current LIBOR margins to 75 bps.  Each of the
new credit facilities has a term of five years, maturing in full
on October 27, 2010.  The new credit facilities do not require
amortization of payments and may be paid prior to maturity in
whole or in part at the borrower's option without penalty or
premium.  The new credit facilities allow the Company to use
borrowings for general corporate purposes and, provided certain
conditions are met, permit the use of borrowings and internally
generated funds to repurchase the Company's equity securities and
repurchase and refinance other indebtedness without additional
lender approval.

The new AMT OpCo and SCI OpCo senior secured credit facilities are
rated BBB by Standard & Poor's, Baa3 and Ba1, respectively, by
Moody's, and BBB- by Fitch.

As reported in the Troubled Company Reporter on Oct. 7, 2005, the
Company's operating subsidiaries sought to refinance the Company's
existing credit facilities.  The Company is proposing to refinance
its existing $1.1 billion senior credit facility at the American
Tower operating company level with a new $1.3 billion facility and
to refinance its existing $900 million senior secured credit
facility at the SpectraSite operating company level with a new
$1.15 billion facility.

The proposed AMT OpCo facility would consist of:

   -- a $300 million senior secured revolving credit facility,
   -- a $750 million senior secured term loan, and
   -- a $250 million senior secured delayed draw term loan,

each maturing in 2010.  

The proposed SCI OpCo facility would consist of:

   -- a $250 million senior secured revolving credit facility,
   -- a $700 million senior secured term loan, and
   -- a $200 million senior secured delayed draw term loan,

each maturing in 2010.

American Tower -- http://www.americantower.com/-- is the leading  
independent owner, operator and developer of broadcast and
wireless communications sites in North America. American Tower
owns and operates over 22,000 sites in the United States, Mexico,
and Brazil. Additionally, American Tower manages approximately
2,000 revenue producing rooftop and tower sites.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries.  The ratings action is based
upon:

   * the company's track record of good revenue and cash flow
     growth and free cash flow generation; and

   * its history of devoting that free cash flow to debt reduction
     to substantially reduce the company's financial risk profile.

Further, American Tower benefits from the acquisition of the less
leveraged Spectrasite and its substantial free cash flow
generation.

The affected ratings are:

  American Tower Corporation:

     * Corporate family rating upgraded to Ba2 from B1
     * Speculative grade liquidity rating affirmed at SGL-1
     * 9.375% Senior Notes due 2009 upgraded to B1 from B3
     * 7.5% Senior Notes due 2012 upgraded to B1 from B3
     * 7.125% Senior Notes due 2012 upgraded to B1 from B3
     * 5% Convertible Notes due 2010 upgraded to B1 from B3

  American Towers, Inc. (fka American Tower Escrow Corp.):

     * 7.25% Senior Subordinated Notes due 2011 upgraded to Ba2
       from B2

     * 0% Senior Subordinated Discount Notes due 2008 upgraded to
       Ba2 from B2

  American Tower, LP and American Towers, Inc. (co-borrowers):

     * Senior secured credit facility maturing 2011 upgraded
       to Baa3 from Ba3

  Spectrasite Communications, Inc.:

     * Senior secured credit facility maturing 2011/2012 upgraded
       to Ba1 from Ba3

  SpectraSite, Inc.:

     * Corporate family rating withdrawn
     * 8.25% Senior Notes due 2010 rating withdrawn.


AMR CORP: S&P Assigns B- Rating to $800-Mil JFK Airport Rev. Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
$800 million of New York City Industrial Development Agency
special facility revenue bonds, series 2005 -- American
Airlines Inc., John F. Kennedy International Airport Project,
which mature at various dates.  At the same time, the ratings on
existing series 2002 bonds were raised to 'B-' from 'CCC',
reflecting changes in the security arrangements that apply to
those bonds.  Both series of bonds will be serviced by payments
made by AMR Corp. unit American Airlines Inc. under a lease
between the airline and the agency.

"The Series 2002 and 2005 JFK Airport bonds are rated at the same
level as American's corporate credit rating, and higher than its
senior unsecured debt, because bondholders have the benefit of a
security package not available to general unsecured creditors,"
said Standard & Poor's credit analyst Philip Baggaley.

"Standard & Poor's believes there is a substantial risk that, if
challenged, the facility lease under which the Industrial
Development Agency leases the land and facility to American would
be recharacterized as a financing in any American bankruptcy
reorganization, as occurred in the case of a substantially similar
lease and special facility revenue bonds in United Air Lines
Inc.'s bankruptcy.  In the event of an American bankruptcy,
bondholders should nonetheless benefit from guarantees of the
bonds by AMR and American, which are secured by American's
leasehold interest in the facility lease," the credit analyst
continued.  The series 2002 special facility revenue bonds gain
the benefit of a similar security package upon closing of the new
series 2005 bonds.

There is a near-term risk that the security package being granted
to the series 2002 bondholders would be set aside as a preference,
if American were to file for bankruptcy in the next 90 days.  In
that event, the secured claim available to both the series 2002
and series 2005 bondholders would be reduced by the amount of the
series 2002 bonds, with consequent reduced recovery prospects for
both series.  Given AMR's and American's substantial cash
reserves, the limited risk period, and the already low rating
being assigned to these bonds, that near-term risk is not
considered sufficient to warrant a rating differential relative to
the corporate credit rating.

The terminal that the bonds are helping to finance will replace
American's existing facilities at the airport, and serve as the
airline's principal international gateway to Europe.  As such,
American would very likely wish to preserve access to the terminal
in any bankruptcy reorganization and would be unlikely to reject
its facility lease.  If American affirms the lease, and the    
one-year debt service reserve is sufficient to cover any missed
payments, the bonds could remain current through bankruptcy.

Alternatively, and more likely, American may choose to challenge
the legal status of the facility lease, seeking to have it
recharacterized as a financing.  In the United case that relates
to substantially similar circumstances at the same airport, the
courts recharacterized the facility lease as a financing.  
Standard & Poor's believes it likely that, if American's facility
lease were recharacterized as a financing, it would be treated as
secured debt.

Standard & Poor's generally views airport special revenue bonds
secured by a leasehold interest as the equivalent of secured debt
and rated at the level of the corporate credit rating.


APCO LIQUIDATING: Taps A.W. Green as Special Business Consultant
----------------------------------------------------------------
APCO Liquidating Trust and APCO Missing Stockholder Trust, ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain A.W. Green as their special business consultant, nunc
pro tunc to Aug. 19, 2005.

The Debtors selected Mr. Green because of his knowledge regarding
their historical operations, books and records when he was
employed as the Trustee's consultant in the Debtors' liquidation
proceedings.

Mr. Green will:

  (a) maintain the Debtors' books and records;

  (b) prepare the Debtors' monthly operating reports and other
      reports required by the Court or the U.S. Trustee;
  
  (c) actively involve in the Debtors' chapter 11 cases;
  
  (d) assist the Trustee with the continued administration of the
      Debtors assets; and
  
  (e) perform additional duties as may be agreed upon by the
      Debtors and Mr. Green.
  
Mr. Green will be paid $365 based on an eight-hour day period or a
pro-rata portion of his daily rate in the event he works less than
eight hours, plus overtime fees, and incurred expenses.  

The Debtors propose that, for all work performed, Mr. Green be
paid 100% of the amount due upon submission of an acceptable
invoice to the Debtors.

To the best of the Debtors' knowledge, Mr. Green is a
"disinterested person" as that term is defined in Section 101(14)
of the 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.


ASARCO LLC: Court Lifts TRO to Pay Prepetition Debts to Salt River
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 30, 2005,
ASARCO LLC and its debtor-affiliates want to prevent Utility
Companies from terminating services or requiring additional
deposits in connection with their provision of services.

Salt River Project Agricultural Improvement and Power District is
an agricultural improvement district and an integrated electric
utility.  Under the Arizona Constitution and A.R.S. Title 48, SRP
is a political subdivision of the State of Arizona governed and
regulated by a duly elected board.  SRP provides electricity to
more than 2 million people in a 2,900-square mile territory
located in and around the metropolitan Phoenix area, plus mine
loads in an adjacent 2,400-square mile area in Gila and Pina
counties.

Because ASARCO is SRP's largest customer, ASARCO's failure to
make timely postpetition payment will cause irreparable harm and
injury to SRP, for which there exists no adequate remedy at law,
Mr. Rosenstein says.  The restraining order entered by the U.S.
Bankruptcy Court for the Southern District of Texas prohibits SRP
from discontinuing or refusing service on account of any unpaid
prepetition charges.  However, the restraining order also provides
that any utility company may file a motion for determination of
adequate assurance of payment.

After arm's-length negotiations, ASARCO LLC and Salt River
Project Agricultural Improvement and Power District agree to
settle the dispute.

In the Order signed by Judge Schmidt, the parties agree
that:

   (a) The Court's order restraining utilities from
       discontinuing, altering, or refusing service and
       establishing procedures for determining that adequate
       assurance has been provided to utilities is terminated,
       effective immediately, as to SRP.

   (b) ASARCO will pay SRP $1,674,408 in full for its
       outstanding bill for electrical service supplied from
       Aug. 9, 2005, through Aug. 31, 2005.

   (c) ASARCO will pay SRP $958,293 for all electrical service
       supplied through Sept. 12, 2005, being the estimated
       balance of all postpetition utility charges due through
       midnight of that date.  ASARCO will also pay for all
       unpaid electrical service through Sept. 16, 2005, no
       later than 5:00 p.m., within two days after the bill is
       is delivered.

   (d) ASARCO will pre-pay SRP an amount equivalent to seven
       days of estimated future electricity usage calculated at
       $80,000 per day, or a total of each estimated prepayment
       per week of $560,000.  The pre-payment will be made for
       each successive seven-day period unless modified by a
       Court order.

   (d) SRP may not discontinue service to ASARCO for any
       claimed default unless ASARCO has been given notice of a
       default by SRP and an opportunity to cure that default
       within the next five business days.  ASARCO will deposit
       with SRP $560,000 based on an estimated usage of $80,000
       per day, to protect SRP for any default by ASARCO as a
       result of the five-business-day notice of termination
       period to cure.

   (e) ASARCO will notify SRP of any anticipated change in usage,
       including any decision to materially or substantially
       re-start its mining operations.  ASARCO will be required
       to make corresponding increased weekly pre-payments, and
       an equivalent increased security deposit in the amount of
       the estimated level of increased usage, beginning the week
       of the expected date of increased usage.

   (f) SRP will periodically, but not less than bi-monthly,
       reconcile the payments made by ASARCO and the actual usage
       of ASARCO for the reconciliation period.  Any amounts
       overpaid by ASARCO will be credited against the next
       weekly pre-payment amount, and any shortage in payments by
       ASARCO will be paid by ASARCO within three business days
       of receipt of the accounting and notice of shortage due.

   (g) Failure to make due payments or deposits will require SRP
       to give written notice of default five business days
       before termination of service, and ASARCO will be
       entitled to cure any default by payment in full of the
       amount due during the notice period.

   (h) In the event of a notice given of a default and ASARCO
       does not cure that default, SRP may terminate service at
       midnight local time on the first day after the cure
       period's expiration.

   (i) At SRP's reconciliation resulting in a shortage for any
       two consecutive periods, ASARCO will be required to
       increase the pre-payment amount to equal the new estimated
       weekly usage based on the past months actual usage, plus
       a 5% additional amount of the increased usage amount.

   (j) The Amended Adequate Assurance is without prejudice to
       SRP or ASARCO to seek further modifications of the
       required adequate assurances as may be authorized by law
       or change in circumstances, including increased or
       decreased electrical usage.

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

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

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


ASARCO LLC: Court Okays Payment of Disability Benefits
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
ASARCO LLC authority to resume paying the Disability Benefits.

As previously reported in the Troubled Company Reporter on
Oct. 13, 2005, ASARCO paid disability benefits to current and
former employees in the ordinary course of business.

As of the bankruptcy filing, ASARCO provided:

   (i) short-term disability benefits to 19 current employees,
       aggregating $23,500 per month;

  (ii) permanent and total disability benefits to 107 former
       hourly employees, totaling around $58,000 per month; and

(iii) long-term disability payments to 10 former salaried
       employees, aggregating $11,000 per month.

The average monthly payment per recipient is about $680.

The Participants receiving short-term disability benefits are
expected to return to work in due course, while former employees
receiving permanent disability and long-term disability payments
are not expected to return to work due to their disabilities.

Under the benefit programs, former employees receive monthly
payments until the age of 65, at which time the payments cease
and the former employees typically make application to the
appropriate pension fund.  In the event a Participant who was
receiving permanent or long-term disability payments dies, the
Participant's survivor generally would receive 50% of the benefit
until the employee would have turned 65.

Since the Petition Date, ASARCO has not paid the Disability
Benefits to former employees out of an abundance of caution.

In a stipulation, ASARCO, the Official Committee of Unsecured
Creditors of ASARCO and certain other parties-in-interest agree
to the payment of the Disability Benefits.   The parties believe
that payment of the Disability Benefits is provided by the order
of the U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, authorizing payment of prepetition
employee wage and benefit obligations.

Other signatories to the Stipulation are:

   1.  United Steel, Paper and Forestry, Rubber, Manufacturing,
       Energy, Allied Industrial and Service Workers
       International Union;

   2.  The Official Committee of Unsecured Creditors of Debtor
       Subsidiaries Capco & LAQ, et al.; and

   3.  Robert C. Pate, the legal representative of future
       asbestos claimants.

Furthermore, the United Steelworkers maintains that payments must
be paid under Section 1114 of the Bankruptcy Code.  In any event,
the parties agree that payment of the Disability Benefits should
resume in light of the nature of the payments, the relatively
small dollar amounts at issue, and the potential negative impact
on the Participants if the Disability Benefits are not restored.

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

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

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


ASARCO LLC: Komatsu Wants a Decision on Equipment Lease Agreements
------------------------------------------------------------------
On Aug. 12, 2004, Road Machinery LLC, an affiliate of Komatsu
Financial Limited Partnership, entered into equipment and lease
agreements for a 60-month lease of two Komatsu 930E-1 Mining
Trucks.  The Leases contemplated the operation of the 930E-1
trucks at ASARCO LLC's Sahuarita Mine Site located in Pima
County, Arizona.  Road Machinery's interests under the Leases
were subsequently assigned to Komatsu Financial.

The 930E-1 trucks are subject to exposure and significant wear
and tear by their location and operation in open pit mining in
the Arizona desert.

In this regard, Komatsu Financial asks the U.S. Bankruptcy Court
for the Southern District of Texas to direct the Debtors to
immediately elect to assume or reject the Lease Agreements and
continue to meet all necessary payments, insurance, and other
requirements until and through the election date.

Donald L. Gaffney, Esq., at Snell & Wilmer, LLP, in Phoenix,
Arizona, tells the Court that while the Komatsu Financial Leases
have not yet been left unpaid, the physical setting of the mining
trucks presents significant potential and risk for economic
losses.  That risk, Mr. Gaffney points out, includes the concern
of whether ASARCO's postpetition insurance coverage properly
covers damages to the equipment.

Consistent with the procedures and the severe circumstances of
the location of its leased equipment, Komatsu Financial believes
that the Debtors should be required to make the decision to
assume or reject the 930E-1 mining truck leases no later than 15
days after the Court grants Komatsu Financial's request.

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

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

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


ASAT HOLDINGS: Closes $15 Million Preferred Share Financing
-----------------------------------------------------------
ASAT Holdings Limited (Nasdaq: ASTT) reported the closing of its
$15 million preferred share financing and $15 million purchase
money loan commitments.  The purchase money loans will be funded
if and when the additional capital is needed by the Company to
complete the move of the Company's assembly and test facilities to
Dongguan, China from Hong Kong, subject to satisfaction of various
conditions, some of which are outside of the control of the
Company.  Both financings involved the issuance of warrants by the
Company.

The preferred share financing was entered into with three of the
Company's principal shareholder groups who together own
approximately 84% of the Company's outstanding shares.  The
purchase money loan commitments have been entered into with one of
those principal shareholder groups.

The Company also expects to move forward with a rights offering of
preferred shares and warrants to the shareholders not
participating in the current financing in order to allow those
shareholders an opportunity to mitigate the dilutive impact of the
preferred share financing.  Prior to commencing the rights
offering, the Company will have to file a registration statement
with the United States Securities and Exchange Commission.

"The additional financing improves our financial position and
provides us with the capital we need to complete the move of all
our assembly and test operations to Dongguan, China by the middle
of 2006.  Once the move to China is complete, we expect our
manufacturing and labor costs will drop significantly, which
should improve our competitive position," said Robert J. Gange,
president and chief executive officer of ASAT Holdings Limited.
"We thank our three primary shareholders for this vote of
confidence as we continue to execute on our China strategy."

             Additional Terms of Financings

The preferred share financing provided for the issuance and sale
of 300,000 Series A redeemable convertible preferred shares for a
total price of $15 million.  Each preferred share is convertible
at the option of the holder into ordinary shares at a conversion
price equal to $0.09 per ordinary share (equivalent to $0.45 per
ADS), subject to customary adjustments for share splits,
dividends, re-combinations and similar transactions, as well
adjustments for certain issuance of equity below the preferred
shares' conversion price.  The preferred shares are also subject
to a potential reset of the conversion price on Oct. 31, 2006 to
80% of the average trading price of the Company's ADSs during the
preceding three months, subject to a floor of $0.065 per ordinary
share ($0.325 per ADS).  The preferred shares accrue dividends at
the rate of 13% per annum, payable semi-annually in arrears. Such
dividends will be payable, at the Company's option, in cash,
subject to certain limitations, or in additional preferred shares
or ordinary shares.  In addition, upon completion of the preferred
share financing, the Company issued five-year warrants for a total
of 15 million ordinary shares (equivalent to 3 million ADSs)
exercisable at a price of $0.01 per share (equivalent to $0.05 per
ADS).  These warrants will also be made available on a
proportional basis to participants in the expected rights
offering.

In connection with the closing of the preferred shares financing,
the Company issued five-year warrants for a total of 5 million
ordinary shares (equivalent to 1 million ADSs) exercisable at a
price of $0.01 per share (equivalent to $0.05 per ADS) to the
investors in the purchase money loan agreement as an arrangement
fee.  The purchase money loan agreement provides for up to $15
million of loans, which may be borrowed in two tranches during the
15-month drawdown period starting from the date of the agreement,
in the amount of up to $10 million and up to $5 million,
respectively.  Subject to a number of other conditions, the loans
may be borrowed in the event that the Company's cash position
falls below $10 million.  Each tranche would have a maturity of
two years from the time of borrowing and bear interest at the rate
of 15% per annum.

Net proceeds from the financing are to be used within 90 days of
borrowing for the purpose of financing certain capital
expenditures, including capital expenditures in connection with
the relocation of the Company's assembly and test facilities from
Hong Kong to Dongguan, China and the build-out of its new China
facilities.  Upon borrowing the first tranche, the Company will
issue five-year warrants for a total of 15,668,170 ordinary shares
(equivalent to 3,133,634 ADSs) exercisable at a price of $0.01 per
share (equivalent to $0.05 per ADS), as well as pay a commitment
fee of $850,000, on a pro rata basis to the lenders that fund the
first tranche.

The Company has agreed to file a registration statement with the
United States Securities and Exchange Commission covering resale
of the ordinary shares underlying the preferred shares and the
warrants for both the preferred share financing and the purchase
money loan agreement.

As reported in the Troubled Company Reporter on June 20, 2005,
ASAT Holdings Limited obtained a commitment for $15 million of
financing from one of its principal shareholders on June 16, 2005.
The other principal shareholder has an option to participate up to
50% of this financing, or $7.5 million of the $15 million.  The
financing would be in the form of two-year notes bearing an
interest at the rate of 5% per annum.  In return for the
commitment, the company will issue five-year warrants for a total
of 25 million ordinary shares, which is the equivalent of 5
million ADSs, exercisable at a price of $0.01 per ordinary share.  
The commitment is subject to preparation and execution of
definitive agreements and fulfillment of various conditions,
including receipt by the Board of a fairness opinion with respect
to the loan arrangements from an independent investment banking
firm.  

ASAT Holdings Limited -- http://www.asat.com/-- is a global  
provider of semiconductor package design, assembly and test
services. With over 15 years of experience, the Company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines. ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, leadless
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip. ASAT was the first company to develop
moisture sensitive level one capability on standard leaded
products. Today the Company has operations in the United States,  
Asia and Europe. ASAT, Inc. is a wholly owned subsidiary of ASAT
Holdings Limited and the exclusive representative of ASAT for
services in North America.  

At Apr. 30, 2005, ASAT Holdings' balance sheet showed a  
$26,456,000 stockholders' deficit, compared to $10,345,000 of
positive equity at Jan. 31, 2005.


ASPEON INC: Balance Sheet Upside-Down by $10.98M at Sept. 30, 2003
------------------------------------------------------------------
Aspeon Inc. delivered its quarterly report on Form 10-QSB for the
quarter ending September 30, 2003, to the Securities and Exchange
Commission on October 25, 2005.  

The Company reported $496,915 of net income on $751,691 of net
revenues for the quarter ending September 30, 2003.  At
September 30, 2005, the Company's balance sheet shows $1,210,924
in total assets and a $10,977,287 stockholders deficit.  

As of September 30, 2003, the Company:

   * had $114,000 cash on hand,

   * was in the process of terminating its last operating
     business and had no other source of income, and

   * faced an outstanding law suit brought by certain of its
     shareholders.

As of June 30, 2005, the Company had no cash on hand, $26,300 of
assets, no operating business or other source of income,
outstanding liabilities of approximately $8 million and the an
outstanding shareholder lawsuit.  

Consequently, the Company is now dependent on raising additional
equity and debt to fund its ongoing operating expenses and to fund
negotiated settlements with its creditors.  

                       Bankruptcy Warning

Aspeon's management says that if the Company loses the outstanding
shareholder lawsuit, it is unlikely that the proceeds from its
Directors' and Officers' insurance policy will be sufficient to
meet the damages assessed and the Company will have no alternative
but to file for bankruptcy.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2a0

Aspeon Inc. used to manufacture and provide point-of-sale systems,
services and enterprise technology solutions for the retail and
foodservice markets.


AT&T CORP: S&P Holds Low-B Rating After DOJ's SBC Merger Approval
-----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Bedminster, New
Jersey-based long distance telecommunications carrier AT&T Corp.
would remain on CreditWatch, with positive implications, including
the 'BB+' corporate credit rating, pending the closing of AT&T's
acquisition by higher-rated SBC Communications Inc.

"This follows the Department of Justice's recent approval of the
merger," Said Standard & Poor's credit analyst Catherine
Cosentino.  The ratings on AT&T Corp. were placed on Credit Watch
with positive implications on Feb. 1, 2005.  As of June 30, 2005,
AT&T had about $7.7 billion of debt and about $1.9 billion of
cash.

Consideration for the AT&T acquisition is valued at about $22
billion, consisting of $15 billion in SBC shares, a $1 billion
special dividend, and the approximate $6 billion of net AT&T debt.  
The acquisition still requires approval from the California, Ohio
and Arizona public utility commissions, as well as the Federal
Communications Commission.  AT&T shareholders approved the merger
in June 2005, and the company expects to close the merger before
the end of 2005.

S&P views AT&T as having a weaker business profile than SBC, given
its declining consumer long-distance business and, more
importantly, the ongoing significant competition it faces in the
enterprise customer market.  The latter has translated into
substantial price compression over the past few years, coupled
with volume declines.

In addition, absent a guarantee, S&P will evaluate the degree to
which SBC will explicitly and/or implicitly support AT&T's debt to
determine AT&T's rating, given its higher standalone business
risk.  This will include an assessment of the strategic importance
of AT&T to SBC's overall business plans and likelihood to continue
to support AT&T, if business conditions materially deteriorate
from current levels, especially in the enterprise market.  The
fact that SBC recently announced that it will adopt the AT&T name
upon close of the transaction would suggest a fairly high degree
of strategic importance of these assets.


AUSTIN COMPANY: Section 341(a) Meeting Slated for November 30
-------------------------------------------------------------          
The U.S. Trustee for Region 9 will convene a meeting of The Austin
Company and its debtor-affiliates' creditors at 3:00 p.m., on
Nov. 30, 2005, at the office of U.S. Trustee, Howard M. Metzenbaum
U.S. Courthouse, East - 6th Floor, 201 Superior Ave., Cleveland,
Ohio 44114.  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 Cleveland, Ohio, The Austin Company is an  
international firm offering a comprehensive portfolio of in-house  
architectural, engineering, design-build, construction management  
and consulting services.  The Company also offers value-added  
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead Case No.  
05-93363).  Christine M. Pierpont, Esq., and G. Christopher Meyer,
Esq., at Squire, Sanders & Dempsey, L.L.P., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $10
million to $50 million in total assets and debts.


AUSTIN COMPANY: Wants to Hire Squire Sanders as Bankruptcy Counsel
------------------------------------------------------------------          
The Austin Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio for permission
to employ Squire, Sanders & Dempsey, L.L.P., as their general
bankruptcy counsel.

Squire Sanders will:

   1) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   2) assist the Debtors in preparing their Schedules of Assets
      and Liabilities and Statements of Financial Affairs and
      attend meeting and negotiate with representatives of
      creditors and other parties-in-interest;

   3) advise the Debtors in connection with any contemplated sales
      of assets or business combinations and advise the Debtors on
      matters relating to the evaluation of the assumption,
      rejection or assignment of unexpired leases and executory
      contracts;

   4) advise the Debtors in connection with any post-petition
      financing arrangements and negotiate and draft documents
      related to those financing arrangements and advise the
      Debtors with respect to legal issues arising in or relating
      to the their ordinary course of business;

   5) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of actions commenced against them
      and the negotiations concerning all litigations in which the
      Debtors are involved;

   6) prepare on behalf of the Debtors all motions, applications,
      answers, orders and other papers necessary to the
      administration of their estates and attend meetings with
      third parties;

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

   8) perform all other necessary legal services to the Debtors in
      connection with their chapter 11 cases.

G. Christopher Meyer, Esq., a Member of Squire Sanders, is one of
the lead attorneys for the Debtors.  Mr. Meyer discloses that his
Firm received a $125,000 retainer.  

Mr. Meyer reports Squire Sanders professionals bill:

      Designation                Hourly Rate
      -----------                -----------
      Partners                   $280 - $675
      Associates & Counsel       $165 - $425
      Legal Assisstants           $30 - $220

Squire Sanders assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Cleveland, Ohio, The Austin Company is an  
international firm offering a comprehensive portfolio of in-house  
architectural, engineering, design-build, construction management  
and consulting services.  The Company also offers value-added  
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead Case No.  
05-93363).  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
total assets and debts.


AVCORP INDUSTRIES: Increases Private Equity Placement to $3.375M
----------------------------------------------------------------
Avcorp Industries Inc. disclosed changes in the terms of a
non-brokered previously reported private placement.  

Gross proceeds of up to $3,375,000 will be raised at a price of
$0.90 per unit, for a total of 3,750,000 units.

As reported in the Troubled Company Reporter on Aug. 31, 2005, the
Company has negotiated a non-brokered Private Placement of up to
3,200,000 units at a price of $1.00 per unit, to raise gross
proceeds of up to $3,200,000.

Each unit of the Private Placement will consist of one common
share and one-half non-transferable share purchase warrant. One
share purchase warrant will entitle the holder thereof to purchase
one common share of the Company at $1.00 per share for a 12-month
period, from the closing date.  The proceeds of the financing will
be used for general working capital purposes.  Certain Insiders,
Directors and Officers may subscribe for a portion of this
placement. The financing is subject to regulatory approval.

Avcorp Industries Inc. -- http://www.avcorp.com/-- designs and   
builds major airframe structures for some of the world's most
respected aircraft companies, including Bombardier, Boeing and
Cessna.  With over 40 years of experience, more than 580 skilled
employees and a 300,000 square foot facility near Vancouver,
Canada, the company's depth and breadth of capabilities are unique
in the aerospace industry for a company of its size.  Avcorp is a
Canadian public company traded on the Toronto Stock Exchange.

At June 30, 2005, Avcorp Industries' equity deficit widened to
CDN$42,887,000, from a CDN$37,149,000 deficit at Dec. 31, 2004.


BEAR STEARNS: Fitch Rates $21.69 Million Certificate Class at BB
----------------------------------------------------------------
Bear Stearns SACO I Trust's mortgage-backed certificates, series
2005-8, are rated by Fitch Ratings:

     -- $345.07 million class A 'AAA';
     -- $51.76 million class M-1 'AA';
     -- $10.85 million class M-2 'AA-';
     -- $14.79 million class M-3 'A+';
     -- $9.86 million class M-4 'A';
     -- $8.38 million class M-5 'A-' ;
     -- $12.08 million class B-1 'BBB+';
     -- $7.89 million class B-2 'BBB';
     -- $7.89 million class B-3 'BBB-';
     -- $21.69 million privately offered class B-4 'BB'.

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

The 'AAA' rating on the senior certificates reflects the 34.15%
credit enhancement provided by the 10.50% class M-1, 2.20% class
M-2, 3% class M-3, 2% class M-4, 1.70% class M-5, 2.45% class B-1,
1.60% class B-2, 1.60% class B-3, and 4.40% privately held class
B-4, as well as 4.70% target overcollateralization.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal and financial
structures, and EMC Mortgage Corporation's and First Horizon Home
Loan Corporation's capabilities as servicer.

As of the cut-off date, the mortgage loans have an aggregate
balance of $492,959,869.  The weighted average mortgage rate is
approximately 10.546% and the weighted average remaining term to
maturity is 241 months.  The average cut-off date principal
balance of the mortgage loans is $47,491.  The weighted average
original loan-to-value ratio is 97.47%.  The properties are
primarily located in California, Florida, Arizona, and Virginia.

The principal originator of the mortgage loans is SouthStar
Funding LLC, with respect to 12.74% of the loans.  The remainder
of the loans was originated by various originators.


BEAZER HOMES: Completes Exchange Offer for 6.875% Senior Notes
--------------------------------------------------------------
Beazer Homes USA, Inc. (NYSE: BZH), has completed its offer to
exchange all of its outstanding 6.875% Senior Notes due 2015 for
its 6.875% Senior Notes due 2015 which were registered under the
Securities Act of 1933, as amended.  

The Outstanding Senior Notes were issued pursuant to Rule 144A and
Regulation S under the Securities Act on June 8, 2005, and
July 19, 2005.  All Outstanding Senior Notes, in the aggregate
principal amount of $350,000,000, were tendered.   The exchange
offer expired at 5:00 p.m., New York City time, on Wednesday,
October 26, 2005.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the New Notes will be freely transferable under the Securities Act
by holders who are not restricted holders.  The New Notes will be
identical in all material respects (including interest rate,
maturity and restrictive covenants) to the original notes, with
the exception that the new notes will be registered under the
Securities Act.

Holders of Original Notes who do not exchange their Original Notes
for New Notes in the exchange offer will not be able to reoffer,
resell or otherwise dispose of their Original Notes unless the
Original Notes are subsequently registered under the Securities
Act or unless an exemption from the registration requirements of
the Securities Act is available.  Accordingly, the liquidity of
the Original Notes will be adversely affected.

                       Terms of New Notes

Maturity

The New Notes mature on July 15, 2015.  The New Notes will
evidence the same debt as the Original Notes.

Interest
   
The Notes will bear interest at a rate of 6.875% per annum from
June 8, 2005.  Interest on the notes will be payable semi-annually
in cash on January 15 and July 15 of each year, commencing on
January 15, 2006.

Guarantees  
   
The Notes will be guaranteed by all of the Company's significant
subsidiaries.  The guarantees will be unsecured obligations of the
Company's subsidiaries ranking equally with all their existing and
future unsecured debt that is not, by its terms, expressly
subordinated in right of payment to the guarantees.

Ranking  
   
The Original Notes are, and the New Notes will be:

   * general unsecured senior debt obligations of the Company;

   * ranked equally in right of payment with all of the Company's
     existing and future unsecured senior debt;

   * senior in right of payment to all of the Company's future
     subordinated debt; and

   * effectively subordinated to any of the Company's secured debt
     to the extent of the value of the assets securing such debt.

At June 30, 2005, assuming the Company had issued the entire
$350 million aggregate principal amount of notes as of such date,
it would had, together with the subsidiary guarantors,
approximately $1.3 billion of debt, net of unamortized discount of
$19.5 million, outstanding.  Substantially all of this debt was
unsecured senior debt ranking equally in right of payment with
these notes and the related subsidiary guarantees.

Headquartered in Atlanta, Beazer Homes USA, Inc. --  
http://www.beazer.com/-- is one of the country's ten largest     
single-family homebuilders with operations in Arizona, California,  
Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland,  
Mississippi, Nevada, New Jersey, New Mexico, New York, North  
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas,  
Virginia and West Virginia and also provides mortgage origination  
and title services to its homebuyers. Beazer Homes, a Fortune 500  
company, is listed on the New York Stock Exchange under the ticker  
symbol "BZH."  

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,  
Fitch Ratings has assigned a 'BB+' rating to Beazer Homes USA,  
Inc. (NYSE: BZH) $300 million, 6.875% senior unsecured notes due  
July 15, 2015.  The Rating Outlook is Stable.


BIRCH TELECOM: Court Grants Full Use of Lenders' Cash Collateral
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave his final consent to Birch Telecom, Inc.
and its debtor-affiliates' request to use cash collateral securing
repayment of pre-petition obligations to certain prepetition
lenders and Bank of America, NA, as prepetition agent.

The prepetition lenders hold liens and security interests on
substantially all of the Debtors' assets as collateral for the
prepetition obligations in the principal amount of no less than
$100 million, plus accrued interests, fees and costs.

As a condition for the use of cash collateral, the Bankruptcy
Court orders the Debtors to provide the prepetition lenders with
adequate protection in the form of:

     a) a replacement security interest in and lien upon all
        property and assets of the Debtors to the extent that the
        prepetition lenders had liens on such property prior to
        the petition date; and

     b) a superpriority claim equal to any diminution resulting
        from the sale, lease or use by the Debtors of cash
        collateral pursuant to section 507(b) of the Bankruptcy
        Code, provided that the claim shall not be paid out of the
        proceeds of any avoidance actions.  

Under the terms of the cash collateral agreement, the Debtors are
barred from undertaking these actions without prior consent from
Bank of America:

      a) making critical vendor payments in excess of $100,000 to
         any single vendor;

      b) providing adequate assurances of payment to any entity
         requiring payment, deposit or restriction on the use of
         cash in excess of $250,000;

      c) returning inventory to any of its creditors for
         application against any prepetition indebtedness,
         prepetition trade payables and other prepetition claims,
         if the transaction results in an aggregate debt setoff of
         $100,000; and

      d) making payments on account of prepetition tax and
         regulatory claims.   

The Debtors will use the proceeds of the Cash Collateral for the
orderly continuation of their businesses and operations, to enable
them to reorganize and to preserve the value of their assets and
operations.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- owns and operates an   
integrated voice and data network, and offers a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


CAMPBELL RESOURCES: Court Extends CCAA Protection Until Nov. 25
---------------------------------------------------------------
The Superior Court of Quebec (Commercial Division) granted
Campbell Resources Inc. (TSX: CCH, OTC Bulletin Board: CBLRF) an
extension, until Nov. 25, 2005, of the initial order granted June
30th under the Companies' Creditors Arrangement Act.  

Operations at the Copper Rand and Joe Mann mines are continuing as
well as exploration on the Corner Bay property.

As reported in the Troubled Company Reporter on July 4, 2005,
Campbell intends to avail itself of the provisions of the CCAA to  
prepare and present a plan of arrangement to its stakeholders.   
Difficulties in the start-up of the Copper Rand mine and a
shortage of capital have combined to create a situation where the
operations cannot generate enough cash to allow the Company to
carry on without a financial restructuring under the Act.

Difficulties encountered at Copper Rand in the last year include:

   -- unstable ground conditions in the development of a critical  
      ventilation raise;  

   -- reduced ore and waste hoisting capacity during repairs to a  
      section of the shaft; and  

   -- mine equipment problems.  

These difficulties have resulted in development of stopes and  
workplaces below planned levels and, consequently, lower levels of  
production.

Campbell Resources Inc. is a mining company focusing mainly in the  
Chibougamau region of Quebec, holding interests in gold and gold-
copper exploration and mining properties.


CITIGROUP MORTGAGE: Fitch Rates $4.83 Mil Cert. Classes at Low-B
----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc. mortgage       
pass-through certificates, series 2005-8 consisting of three
groups each with a separate set of related subordinate
certificates -- Group II is not rated by Fitch:

     -- Classes I-A1A, I-A1B, I-A2A, I-A2B, I-A3A, I-A3B, I-A4A,
        I-A4B, and I-R $468,011,100 - the Group I senior
        certificates, III-A1, III-XS, III-PO, and III-R
        $83,653,020 - the Group III senior certificates, 'AAA'.

   Group I

     -- Classes I-B1 ($10,073,000) 'AA';

     -- Class I-B2 ($4,668,000) 'A';

     -- Class I-B3 ($2,702,000) 'BBB';

     -- Privately offered class I-B4 ($2,457,000) 'BB';

     -- Privately offered class I-B5 ($1,720,000) 'B';

     -- Privately offered class I-B6 ($1,718,734) is not rated by
        Fitch.

   Group III

     -- Classes III-B1 ($1,577,000) 'AA';

     -- Class III-B2 ($788,000) 'A';

     -- Class III-B3 ($569,000) 'BBB';

     -- Privately offered class III-B4 ($394,000) 'BB';

     -- Privately offered class III-B5 ($263,000) 'B';

     -- Privately offered class III-B6 ($350,438) is not rated by
        Fitch.

The 'AAA' rating on the group I senior certificates reflects the
4.75% enhancement provided by the 2.05% class I-B1, 0.95% class I-
B2, 0.55% class I-B3, 0.50% class I-B4, 0.35% class I-B5 and 0.35%
class I-B6.  The 'AAA' rating on the group III senior certificates
reflects the 4.50% enhancement provided by the 1.80% III-B1, 0.90%
III-B2, 0.65% III-B3, 0.45% III-B4, 0.30% III-B5, and 0.40% III-
B6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of CitiMortgage, Inc., which is
rated 'RMS1-' by Fitch.

The trust will be divided in three bond groups.  Group I will
contain four loan groups and Group III will contain one loan
group.  All the mortgage loans in Group I and Group III were
originated by Countrywide Home Loans, Inc., National City Mortgage
Co., Wells Fargo Bank, N.A., Mortgage IT, Inc., Mortgage Access
Corp. D/B/A Weichert Financial Services and Quicken Loans Inc.

The Group I Mortgage Loans consist of approximately 1,104
adjustable-rate mortgage loans with an initial fixed-rate period
of five years, seven years or 10 years and with an aggregate
outstanding principal balance of approximately $491,349,834.  The
average principal balance of the loans in this pool is
approximately $445,063.  The mortgage pool has a weighted average
original loan-to-value ratio of 73.94%.  The weighted average FICO
score is 737.  The states with the largest concentrations are
California and New Jersey.

Group III consists of 620 conventional, fully amortizing, fixed-
rate mortgage loans secured by first liens on single-family
residential properties with an aggregate principal of $87,594,457.  
The average principal balance of the loans in this pool is
approximately $141,281.  The mortgage pool has a weighted average
OLTV of 71.71%.  The weighted average FICO score is 750.  The
states with the largest concentrations are California, Arizona,
Texas, Maryland and Virginia.

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/

U.S. Bank National Association will serve as trustee.  Citigroup
Mortgage Loan Trust Inc., 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 as multiple real estate mortgage investment conduits.


CITY OF GLOVERSVILLE: Moody's Cuts $9.4 Million Debt Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 with a negative
outlook from Baa3 the rating on the City of Gloversville's $9.4
million outstanding General Obligation debt.  The downgrade to Ba1
from Baa3 reflects the city's:

    * small, stagnant tax base, trend of negative fund balances,
      and

    * lack of plan to improve the financial position.

The Ba1 rating also factors the recent interlocal agreement under
which Fulton County will guarantee the city's property tax
collections, effective Jan. 1, 2005.  The negative outlook is
based on the city's:

    * lack of taxing margin,

    * historically aggressive budgeting practices, and

    * future expenditure pressures presented by unsettled union
      contracts, pension obligations, and health insurance costs.

          Trend of Negative General Fund Balances

Moody's expects that the city will face challenges in improving
its financial position given the $49 of available taxing margin,
exposure to as yet non-quantified salary cost increases, reliance
on short-term borrowing for cash flow, and use of one-time
benefits from pension cost amortization for the recent operating
surpluses.  Fiscal 2004 ended with a deficit General Fund balance
of $1 million (-8.7% of General Fund revenues), up from a low of
negative $1.64 million (-16.1% of revenues) in fiscal 2002.  The
fiscal 2004 $390,000 operating surplus was facilitated by better
than budgeted sales tax revenues (increased $575,000) and pension
cost savings resulting from the state-allowed amortization of
portion of the liability ($310,000).  Property tax collections,
$272,000 below budget, partially offset these gains, a result of
the low collection rate (95%) and the city's obligation to make
Fulton County (G.O. rated A3) and the Gloversville City School
District (rated Baa2 Underlying G.O. Rating) property tax
collections equal to 100% of their levy.  However, city property
tax collections should improve going forward as a new interlocal
agreement (effective January 1, 2005) between the city and the
county transfers the responsibility of guaranteeing taxes (of the
city and school district) to the county.  Recently, General Fund
operations have been supported by annual cash flow borrowing and a
loan from the city's Sewer Fund, of which $497,000 remained
outstanding at the end of fiscal 2004.

The fiscal 2005 General Fund budget was balanced with an $561,000
transfer in that was not realized, but management expects that
fiscal 2005 with end with balanced operations after unbudgeted
state aid increases ($185,000) and better than expected sales and
mortgage tax revenues. Major expenditures are on target with
budgeted increases for salaries (12%), health insurance (14%) and
pensions (6% after amortization of another $170,000).  The city is
currently in negotiations to settle the police union contracts
which expired in December 2004, but has not estimated a potential
cost.  In addition, fiscal 2006 expenditure pressures include an
anticipated 8% increase in salary costs, not including increases
for the Teamsters Union which is currently in negotiation,
continued growth in health insurance costs, and pension
obligations that will not be moderated by amortization savings.
While the city expects that Fulton County's increased sales tax
rate will generate an additional $800,000 in revenue, options for
raising property tax revenues are limited by the non-existent tax
margin.  According to fiscal 2004 calculations, the city had
additional property tax raising capacity of $49, removing
practically all of the city's financial flexibility in this
revenue source.  The city does not currently have a formalized
plan to improve its negative fund balance position, however new
management is in the process of identifying areas for cost savings
and other benefits.  Future credit considerations will factor the
city's development of a strategic financial plan and budgeting
practices that effectively balance rising expenditures with
realizable revenues.

       Improvements to Tax Base Critical to Recovery

Moody's believes that the city's $268 million tax base has
suffered from continued declines in its manufacturing base, but
may see modest benefits as economic development initiatives
continue.  The city, located approximately 45 miles southeast of
Albany (G.O. rated A3) has felt the ongoing declines in
manufacturing throughout the region in its leather tanning and
products industries.  In recent years, the city has been forced to
foreclose on several former tanneries, which ultimately require
expensive environmental remediation.  As a result, the city did
not foreclose on any properties during fiscal 2005, although
management estimates that approximately 100 properties, including
several tanneries, are in arrears.

Over the past five years, average growth in assessed value has
been essentially flat at 0.3% per year.  Full property valuation
has similarly shown 0.6% average growth during the same period,
but fiscal 2004 and 2005 values declined 4.2% and 1.8%,
respectively.  Additionally, population has been declining for the
past three decades, with a continued 7.5% decline since 1990.
Wealth levels are significantly below state and national medians,
with per capita income and median family income at 65% and 67%,
respectively.  Modest development in the city includes a $6
million mixed-use project coordinated by the Fulton County
Economic Development Corporation and current construction of a new
office building in the city's business park, and plans to open a
Walmart.  Full value per capita is low at $17,369 (35% of the
state median), reflecting properties in need of redevelopment.
Moody's believes that recovery and redevelopment of the economy
will be critical to the city's ability to increase its tax margin,
generate additional revenues and improve its fiscal health.

                   Moderate Debt Burden

Moody's believes that the city's overall debt burden will remain
manageable given relatively flat full value growth and no plans
for future borrowing.  Direct debt burden is high at 3.6% of full
value.  Including county and school district debt, the overall
debt burden is slightly above average at 4.4%. Principal payout is
average at 67% within ten years.  The city currently has no plans
to issue additional debt.

                          Outlook

The negative outlook is based on the city's lack of taxing margin,
historically aggressive budgeting practices, and future
expenditure pressures presented by unsettled union contracts,
pension obligations, and health insurance costs.

What would make the rating go up (removal of negative outlook):

    - creation and implementation of a strategic financial plan
      and budgeting practices that effectively balance rising
      expenditures with realizable revenues, including
      quantification and budgeting of salary increases

    - augmentation of reserves

What would make the rating go down:

    - the failure to adopt a realistic plan to quantify
      expenditures and to generate additional revenues

    - continuation and deepening of negative reserves

Key Statistics

2000 Population: 15,413
FY 2005 Full Valuation: $267.7 million
FY 2005 Full Valuation Per Capita: $17,369
Direct Debt Burden: 3.6%
Overall Debt burden: 4.4%
Payout of Principal (10 years): 66.9%

FY04 General Fund Balance: negative $1.01 million (-8.7% of
General Fund revenues)

FY04 Undesignated General Fund Balance: negative $1.09 million (-
9.3% of revenues)

Parity Debt Outstanding $9.4 million
2000 Per Capita Income as a % of State: 65%
2000 Median Family Income as a % of State: 67.2%


COMPOSITE TECHNOLOGY: Exits Bankruptcy in Less Than Six Months
--------------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTCQ)
emerged from bankruptcy, after its Chapter 11 plan of
reorganization was confirmed by the Honorable John Ryan of the
U.S. Bankruptcy Court for the Central District of California.  The
plan provides for the payment of 100% of creditors' allowed
claims.  CTC's confirmation comes less than six months after its
bankruptcy was filed on May 5, 2005.

                  Acquvest Parties Claims

Just prior to the commencement of the hearing, the Company agreed
to a complete settlement of the claims of Acquvest, Inc., Paul R.
Koch, Victoria Koch and Patricia Manolis and Michael Tarbox.  The
Company agreed to transfer 6.5 million shares to settle all of the
Acquvest Parties claims.  It will be the responsibility of the
Acquvest Parties to settle any claims of Michael Tarbox against
the Company.  The shares will be delivered to Paul Couchot of
Winthrop Couchot Professional Corporation within seven days of
plan confirmation.  One half of the Settlement Shares would be
transferred to the Acquvest Parties immediately on delivery with
the remaining shares being released 45 days thereafter.

"Today was an exceptional ending to an extraordinary process.  It
is also a beginning as CTC continues to develop, produce and
market its innovative and cost effective composite core electrical
conductor to the utility industry.  We are so pleased that CTC was
able to emerge from bankruptcy so quickly," said Leonard M.
Shulman of Shulman Hodges & Bastian LLP in Foothill Ranch,
California which represented CTC as its reorganization counsel.
"This case moved more quickly from commencement to confirmation
than any case I have either participated in or heard of for a
publicly traded company.  From beginning to end, we believe that
this bankruptcy served exactly as it was intended -- to resolve
successfully the competing claims of various parties," said
Shulman's partner Mark Bradshaw.

"We are extremely pleased with the bankruptcy court's approval of
our Chapter 11 plan of reorganization."  CTC's Chairman and CEO,
Benton Wilcoxon, stated yesterday.  "Our ACCC cable product is
designed, manufactured and marketed to an industry that is
conservative by nature, which makes the commercialization process
a slow and careful one," Mr. Wilcoxon commented, "As we entered
2005, a potential hindrance to the successful commercialization of
ACCC cable was a variety of pending lawsuits.  We entered into our
Chapter 11 reorganization to enable us to resolve our litigation
liabilities and to send a clear signal to our customers that as we
look beyond today's hearing, the past liabilities of the Company
have been predominantly clarified.  We believe that our customers
can now be confident that CTC has the ability to satisfy their
needs with a product that we believe exceeds expectations.  We
also believe that product sales will move forward and allow us to
achieve our objectives.  The industry is in great need for a good
economical solution to an overloaded electrical grid system and we
believe that ACCC cable achieves this end.  Our relationship with
our customers, suppliers, strategic partners, and shareholders
remains our primary focus.  We are very thankful for all their
support throughout this process."

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


CORUS ENTERTAINMENT: Posts $9.7 Million Net Income in 4th Quarter
-----------------------------------------------------------------
Corus Entertainment Inc. reported its financial results for the
fourth quarter.

Net income for the quarter was $9.7 million on revenues of
$175.3 million, compared to $14.0 on revenues of $163 million in
the prior year.  Consolidated results were negatively impacted by
a charge for the increase in the performing rights tariff
retroactive to fiscal 2003.  Television delivered segment profit
growth of 7%, while Content contributed another quarter of
positive segment profit.

Revenues

Revenues for the fourth quarter were $175.3 million, an increase
of 8% over $163.0 million last year. Radio and Television
experienced increases of 12% and 7% respectively driven by
exceptionally strong advertising sales growth, while Content
revenues were up 1% from the prior year.

Direct Cost of Sales, General and Administrative expenses

Direct cost of sales, general and administrative expenses for the
fourth quarter were $132.7 million, up 10% from $120.1 million in
the prior year.  Radio expenses were up 18% as the ex-Astral
stations acquired at the beginning of the quarter were
integrated into the Quebec cluster.  Corporate expenses were up by
$3.4 million as a result of incentive- and stock-based
compensation and the costs of regulatory compliance associated
with the Sarbanes-Oxley Act.

Depreciation

Depreciation expense for the fourth quarter was $5.9 million, a
decrease of $0.5 million from last year.  This decrease reflects a
lower capital cost base.

Amortization

Amortization expense for the fourth quarter was $1.1 million, down
from $1.3 million last year.  The decrease is a result of certain
deferred start-up and reformatting costs becoming fully amortized.

Interest on Long-Term Debt

Interest expense for the fourth quarter was $14.3 million, up from
$13.6 million last year.  The increase results from the fact that
the Company terminated its fixed-to-floating interest rate swap
agreement in the third quarter of fiscal 2005.  The effective
interest rate for the fourth quarter was 9.4% compared to 8.5% in
the prior year reflecting the absence of interest savings from the
fixed-to-floating interest rate swap.

Other Expense (Income), Net

Other expense for the fourth quarter was $5.3 million, compared to
income of $3.2 million in the prior year.  The fourth quarter
includes a realized contingent consideration gain of $4.1 million,
a broadcast license impairment of $4.1 million and the retroactive
portion of a performing rights tariff increase in the amount of
$3.8 million, while the prior year includes an unrealized
derivative transaction gain of $2.5 million and foreign exchange
gains of $1.4 million.

Income Taxes

The effective tax rate for the fourth quarter was 36%, compared to
the statutory rate of 36.3%.  This difference reflects the
geographical allocation of the Company's taxable income.

Net income

Net income for the fourth quarter was $9.7 million, down from
$14 million last year.  Earnings per share for the fourth quarter
were $0.23 basic and $0.22 diluted, compared with $0.33 basic and
diluted last year.

                 Liquidity and Capital Resources

Cash flows

Overall, the Company's cash and cash equivalents position
increased by $28.5 million in the fourth quarter, and increased by
$42.9 million in the twelve months ended August 31, 2005.

Cash provided by operating activities for the fourth quarter was
$41.3 million, compared to $24.8 million last year.  An increase
in net income adjusted for non-cash items of $1.9 million and
decrease of $20.2 million in change to non-cash working capital
was offset by an increase in film expenditures of $6.7 million.   
Cash provided by operating activities for the year was
$102.4 million compared to $84.9 million in the prior year.  An
increase in net income adjusted for non-cash items of $5.8 million
and reduced non-cash working capital of $20.6 million were offset
by an increase of $7.1 million in program rights expenditures.

Cash used in investing activities was $11.5 million for the fourth
quarter compared to $10.9 million last year.  Cash used in
investing activities for the year was $22.5 million, compared to
$32.4 million in the prior year, as there were reduced
requirements for cash for investments, as well as proceeds from
the sale of non-core assets.

Cash used in financing activities in the fourth quarter was
$1.4 million compared to a source of $1.3 million last year.  Cash
used in financing activities for the year was $37.1 million,
compared to $1.1 million in the prior year, as the Company paid
down its U.S. dollar denominated bank loan balance of $34 million
in the first quarter of fiscal 2005.

Corus Entertainment Inc. -- http://www.corusentertainment.com/--   
is a Canadian-based media and entertainment company.  Corus is a
market leader in both specialty TV and Radio.  Corus also owns
Nelvana Limited, a leading international producer and distributor
of children's programming and products.  The company's other
interests include publishing, television broadcasting and
advertising services.  A publicly traded company, Corus is listed
on the Toronto (CJR.NV.B) and New York (CJR) Exchanges.

                        *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,  
Standard & Poor's Ratings Services revised its outlook on Corus
Entertainment Inc. to stable from negative and affirmed its 'BB'  
long-term corporate credit rating on the company.  Total debt  
outstanding was C$604 million at Feb. 28, 2005.


CREDIT SUISSE: S&P Puts Low-B Ratings on Five Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of Credit Suisse First Boston Mortgage Securities Corp.'s
commercial mortgage pass-through certificates from series     
2002-CP5.  At the same time, ratings are affirmed on seven other
classes from the same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings, as well as loan defeasance
and the stable performance of the transaction.

As of the remittance report dated Oct. 17, 2005, the collateral
pool consisted of 141 loans with an aggregate balance of
$1.15 billion, compared with 141 loans with a balance of
$1.19 billion at issuance.  Excluding defeased loans, the master
servicer, Midland Loan Services Inc., provided year-end 2004 net
cash flow debt service coverage figures for 88% of the pool.  
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.81x for the pool, a slight decrease from 1.84x at
issuance.  All of the loans in the pool are current with the
exception of two loans that are 90-plus days delinquent and two
assets that are real estate owned.  The two delinquent loans total
$1.5 million, and the two REO loans total $15.8 million.  Two
appraisal reduction amounts totaling $3.7 million are in effect
related to the REO loans.  These loans are discussed further
below.  To date, the trust has not experienced a loss.
     
Excluding the defeased loans, the top 10 exposures in the pool
have an aggregate outstanding balance of $517.4 million and a
weighted average DSC of 2.33x for year-end 2004, compared with a
DSC of 2.32x at issuance.  The third-largest exposure is on the
watchlist and is discussed below.

Standard & Poor's reviewed property inspections provided by
Midland for all of the assets underlying the top 10 exposures, and
all were characterized as "good" or "excellent" with the exception
of one property in the Maryland Industrial portfolio, which was
characterized as "fair."

At issuance, the two largest loans in the pool had credit
characteristics consistent with investment-grade obligations in
the context of their inclusion in the pool.  Both loans have
maintained credit characteristics consistent with those at
issuance.

Midland reported a watchlist of 39 loans with an aggregate
outstanding balance of $227.2 million.  The largest loan on the
watchlist is the Village of Rochester Hills, which is secured by a
254,392-sq.-ft. retail property in Rochester Hills, Michigan that
was built in 2002.  The loan was placed on the watchlist due to
the possible closure of one tenant, Farmer Jack.  On May 10, 2005,
the parent company of Farmer Jack, Great Atlantic & Pacific Tea
Co. Inc., announced its intentions to divest its Canadian and
Midwest retail operations, including Farmer Jack.  To date, the
borrower has not been contacted regarding a lease termination.  
Year-end 2004 DSC and occupancy were 1.67x and 98%, respectively.

There are five assets with the special servicer, GMAC Commercial
Mortgage Corp.  The largest, Brockbank Apartments, is REO
and is secured by a 355-unit apartment complex in Dallas, Texas,
that was built in 1974 and renovated in 2000.  The related loan
was transferred to GMACCM in May 2004 due to imminent default.  
The most recent appraisal indicates a substantial loss on the loan
at the eventual disposition of the asset.

The other REO asset is secured by the Premier on Woodfair
Apartments, a 410-unit apartment complex also in Dallas, Texas,
that was built in 1977 and renovated in 2000.  The related loan
was originally transferred to the special servicer in May 2005 due
to imminent default.  Standard & Poor's estimates a moderate loss
at the eventual disposition of this property.

The Barclay House is a 33-unit multifamily property built in 1965
in Westland, Michigan, that secures a loan for $901,061.  The loan
is 90-plus days delinquent, but GMACCM has consented to an
assumption that will bring all debt service payments current.  
GMACCM is holding approximately $90,000 in escrow and replacement
reserve accounts, which includes the expected assumption fee.  
The loan will be returned to Midland after the assumption has
closed and the loan is current.

A $614,152 loan secured by 106 Crescent - Kirkwood, a 30-unit
apartment building built in 1970 outside of Binghamton, New York,
was transferred to the special servicer in March when it became
more than 90 days delinquent.  Foreclosure proceedings have
commenced.  The borrower requested a loan payoff following two
separate inquiries to purchase the collateral.  GMACCM will
continue with foreclosure if the asset is not sold.

The 128-room AmeriSuites Houston, a limited-service hotel built in
1996 in Houston, Texas, secures a $5.5 million loan.  The loan was
transferred to the special servicer due to imminent default, but
the borrower has kept the loan current.  Hyatt purchased the
AmeriSuites brand in January 2005, and this property has been
reflagged.  A six-month forbearance agreement was approved in
February 2005.  The loan will be transferred back to the master
servicer following timely payment of next month's debt service
payment.

Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  Two
loans are secured by properties in and around Fort Lauderdale,
Florida that were potentially damaged by Hurricane Wilma.  The
insurance policies for and potential damage to the respective
properties were considered in the pool analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
   
                         Ratings Raised
   
     Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2002-CP5
        
                     Rating
        Class     To        From   Credit enhancement (%)
        -----     --        ----   ----------------------
        B         AAA       AA                      14.88
        C         AAA       A+                      12.94
        D         AA+       A                       11.64
        E         AA-       A-                      10.09
        F         A+        BBB+                     9.31
        G         A-        BBB                      7.89
        H         BBB+      BBB-                     6.60
        J         BBB-      BB+                      4.66
        K         BB+       BB                       4.14
        L         BB        BB-                      3.36
        M         BB-       B+                       2.72
   
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
  Commercial Mortgage Pass-Through Certificates Series 2002-CP5
   
            Class     Rating   Credit enhancement (%)
            -----     ------   ----------------------
            A-1       AAA                       18.50
            A-2       AAA                       18.50
            N         B                          2.33
            O         B-                         1.92
            P         CCC                        1.29
            A-X       AAA                         N/A
            A-SP      AAA                         N/A
   
                      N/A -- Not applicable


CROWN HOLDINGS: Earns $181 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Crown Holdings, Inc., delivered its quarterly report on
Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on October 28, 2005.  

Net sales in the third quarter of 2005 were $1.928 billion --
an increase of $102 million or 5.6% compared to net sales of
$1.826 billion for the same period in 2004.

Cost of products sold, excluding depreciation and amortization,
was $1.593 billion the three nine months ended September 30, 2005,
increases of $83 million compared to $1.51 billion for the same
periods in 2004.

Selling and administrative expense was $88 million in the
third quarter of 2005 compared to $77 million for the same period
in 2004.

Consolidated segment income was $181 million in the third quarter
compared to $172 million ended September 30, 2004.

At September 30, 2005, the Company's balance sheet shows
$7.728 billion in total assets and $7.521 billion in total debts.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2a4

Crown Holdings, Inc., through its affiliated companies, is a
leading supplier of packaging products to consumer marketing
companies around the world. World headquarters are located in
Philadelphia, Pennsylvania.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Crown Holdings Inc.  The outlook is stable.

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

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

Standard & Poor's assigned its 'B' rating to the $500 million of
senior unsecured notes due 2013 and $600 million of senior
unsecured notes due 2015 issued by Crown Americas LLC and Crown
Americas Capital Corp., wholly owned subsidiaries of Crown
Holdings.

In addition, based on preliminary terms and conditions, Standard &
Poor's assigned its 'BB-' rating and a recovery rating of '2' to
Crown's $1.3 billion senior secured credit facilities.  

These ratings indicate Standard & Poor's assessment that bank
lenders and senior secured noteholders will receive substantial
recovery in a payment default.  If the company exercises its
option to increase the credit facility by $500 million, ratings
and recovery prospects will be reevaluated.

Moody's Investors Service upgraded the ratings of Crown Cork &
Seal, Inc. and its subsidiaries and concurrently assigned Ba2
ratings to US$1.3 billion in senior secured credit facilities and
B1 ratings to US$1.1 billion in senior unsecured notes associated
with a refinancing plan announced by Crown Holdings, Inc., its
ultimate parent holding company.  With these ratings actions, the
ratings outlook was also changed to stable from positive.

Moody's has assigned these ratings:

(a) US$410 million proposed US Revolving Credit Facility due
    2011, assigned Ba2;

(b) US$350 million proposed European Revolving Credit Facility
    due 2011, assigned Ba2;

(c) US$40 million proposed Canadian Revolving Credit Facility
    due 2011, assigned Ba2;

(d) US$250 million proposed U.S. Term Loan B due 2012, assigned
    Ba2;

(e) US$250 million proposed Euro Term Loan B due 2012, assigned
    Ba2;

(f) US$500 million proposed Crown Americas senior notes due
    2013, assigned B1; and

(g) US$600 million proposed Crown Americas senior notes due
    2015, assigned B1.

Moody's also has taken these actions on existing ratings:

(a) Corporate Family Rating at Crown Cork & Seal Company, Inc.,
    rating raised from B2 to Ba3;

(b) EUR460 million (US$557 million) European Holdings 6.25%
    First Lien Notes due Sep 1, 2011, rating raised from Ba3 to
    Ba2;

(c) US$200 million Crown Cork & Seal Company, Inc. 8.00% Senior
    Unsecured Notes due April 15, 2023, rating raised from B3 to
    B2;

(d) US$350 million Crown Cork & Seal 7.375% Senior Unsecured
    Notes due December 15, 2026, rating raised from B3 to B2l;

(e) US$150 million Crown Cork & Seal 7.50% Senior Unsecured
    Notes due December 15, 2096, rating raised from B3 to B2;

(f) US$156 million (originally US$300 million) Crown Cork & Seal
    Finance PLC Senior Unsecured Notes, due December 15, 2006,
    rating raised from B3 to B2;

(g) US$200 million Crown Americas first lien revolver due
    February 15, 2010, Ba3 rating prospectively withdrawn;

(h) US$200 million European Holdings first lien revolver due
    February 15, 2010, Ba3 rating prospectively withdrawn;

(i) US$100 million Crown Americas first lien letter of credit
    facility due February 15, 2010, Ba3 rating prospectively
    withdrawn;

(j) US$1.1 billion European Holdings 9.5% Senior Secured Second
    Lien Notes due March 1, 2011, B1 rating affirmed until
    execution of tender and then withdrawn;

(k) EUR285 million (US$345 million) European Holdings 10.25%
    Senior Secured 2nd Lien Notes due March 1, 2011, B1 rating
    affirmed until execution of tender and then withdrawn; and

(l) US$725 million European Holdings 10.875% Senior Secured 3rd
    Lien Notes due March 1, 2013, B2 rating affirmed until
    execution of tender and then withdrawn


CUMULUS MEDIA: Partners with Three Investors to Buy Susquehanna
---------------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) disclosed the formation of
Cumulus Media Partners, LLC, a newly formed private partnership
created by:

      * Cumulus Media Inc.,
      * Bain Capital,
      * The Blackstone Group, and
      * Thomas H. Lee Partners,

to acquire the radio broadcasting business of Susquehanna
Pfaltzgraff Co.

Cumulus Media Partners has entered into a definitive agreement to
acquire Susquehanna Radio for approximately $1.2 billion.  Cumulus
Media Inc. will provide management services to the partnership.
The transaction is expected to be completed in the first half of
2006.

Susquehanna Radio is the largest privately owned radio
broadcasting company in the United States and the 11th largest
radio station operator in terms of revenue.  The group consists of
33 radio stations in 8 markets including:

            * San Francisco,
            * Dallas,
            * Houston,
            * Atlanta,
            * Cincinnati,
            * Kansas City,
            * Indianapolis and
            * York, Pennsylvania.

Cumulus Media Inc. will contribute its two FM stations in Houston
and two FM stations in Kansas City, in return for its membership
interest in the partnership.  Cumulus Media Inc. will initially
own approximately 25% of Cumulus Media Partners, with performance
incentives that can increase that stake up to approximately 40%.
Pursuant to a management agreement, Cumulus Media Inc. will be
paid a quarterly management fee.

Cumulus Media Inc. Chairman and CEO, Lew Dickey stated,
"Susquehanna is one of the radio industry's most admired companies
because of the quality of its assets and the quality of its
people.  We look forward to partnering with the management and
employees of Susquehanna to continue their great tradition of
serving listeners, advertisers and communities.  The formation of
Cumulus Media Partners has also helped us accomplish our goals of
monetizing our station assets in Houston and Kansas City and
enabling our shareholders to benefit from the next wave of
industry consolidation."

Cumulus Media Partners is receiving debt financing for the
acquisition from:

               * Deutsche Bank,
               * Merrill Lynch,
               * Goldman Sachs, and
               * UBS.

Additionally, Deutsche Bank Securities Inc. acted as exclusive
financial advisor to Cumulus Media Inc.  Deutsche Bank Securities
and Goldman Sachs acted as financial advisors to Cumulus Media
Partners.  Jones Day acted as legal counsel for Cumulus
Media Inc. and Cumulus Media Partners in connection with the
transaction, and Simpson Thacher & Bartlett LLP acted as legal
counsel for the investor group.  UBS Investment Bank acted as
exclusive financial advisor to Susquehanna Pfaltzgraff.

Susquehanna Pfaltzgraff Co. also agreed to sell Susquehanna
Communications, the Cable Television and Broadband services
division of Susquehanna Pfaltzgraff, to Comcast Corporation.

                       About Bain Capital

Bain Capital -- http://www.baincapital.com/-- is a global private  
investment firm that manages several pools of capital including
private equity, high-yield assets, mezzanine capital, venture
capital and public equity with more than $26 billion in assets
under management.  Since its inception in 1984, Bain Capital has
made private equity investments and add-on acquisitions in over
230 companies in a variety of industries around the world,
including such leading media and communications companies as
Warner Music Group, ProSiebenSat.1 Media AG, and Houghton Mifflin.
Headquartered in Boston, Bain Capital has offices in New York,
London and Munich.

                   About The Blackstone Group

The Blackstone Group -- http://www.blackstone.com/-- a global  
investment and advisory firm with offices in New York, Atlanta,
Boston, Los Angeles, London, Hamburg, Paris and Mumbai, was
founded in 1985.  The firm has raised a total of approximately $34
billion for alternative asset investing since its formation.  Over
$14 billion of that has been for private equity investing,
including Blackstone Capital Partners IV, one of the largest
institutional private equity funds ever raised at $6.45 billion.

                  About Thomas H. Lee Partners

Thomas H. Lee Partners, L.P., is a Boston-based private equity
firm focused on identifying and acquiring substantial ownership
positions in growth companies.  Founded in 1974, Thomas H. Lee
Partners currently manages approximately $12 billion of committed
capital, including its most recent fund, the $6.1 billion Thomas
H. Lee Equity Fund V. Notable transactions sponsored by the firm
include American Media Inc., Grupo Corporativo Ono, Houghton
Mifflin, Michael Foods, National Waterworks, Nortek,
ProSiebanSat.1 Media, Rayovac, Simmons Company, Transwestern
Publishing, Warner Chilcott and Warner Music.

                       About Cumulus Media

Cumulus Media Inc. is the second largest radio company in the
United States based on station count.  Giving effect to the  
completion of all announced pending acquisitions and divestitures,  
Cumulus Media Inc. will own and operate 310 radio stations in 61  
mid-size and smaller U.S. media markets.  The Company's  
headquarters are in Atlanta, Georgia, and its web site is  
http://www.cumulus.com/ Cumulus Media Inc. shares are traded on    
the NASDAQ National Market under the symbol CMLS.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,  
Moody's Investors Service assigned Ba3 ratings to Cumulus Media's
$75 million senior secured term loan F and $75 million increase to
its existing revolving credit facility.  Moody's also assigned Ba3  
ratings to $415 million in senior secured term loans.  This rating  
assignment incorporates Cumulus' amendment to its bank credit  
facilities, which redistributed debt between existing term loans.   
Moody's affirmed all existing ratings, and changed the outlook to
positive.

As reported in the Troubled Company Reporter on Nov. 9, 2004,  
Standard & Poor's Ratings Services assigned a 'B+' rating to
Cumulus Media Inc.'s $150 million increase to its bank credit  
facility, consisting of a $75 million addition to its existing  
revolving credit loan maturing March 2009 and a $75 million term  
loan F maturing March 2010.   

Borrowings under the loans will be used to fund the company's
$100 million share buyback program.  A recovery rating of '3' was  
also assigned to the company's proposed and existing credit  
facilities, indicating the likelihood of a meaningful recovery of  
principal (50%-80%) in the event of bankruptcy or default.

At the same time, Standard & Poor's affirmed its 'B+' long-term  
corporate credit rating on Cumulus.  S&P says the outlook is  
stable.


CUMULUS MEDIA: Susquehanna Buy Cues Moody's to Hold Ba2 Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the existing debt ratings and
stable rating outlook of Cumulus Media, Inc. following the
company's announcement of the formation of Cumulus Media Partners,
LLC with a group of private equity sponsors (Bain Capital, The
Blackstone Group and Thomas H. Lee Partners) to acquire the radio
broadcasting division of Susquehanna Pfaltzgraff Co. for
approximately $1.2 billion.

The affirmation reflects Moody's expectation that Cumulus will not
take on any incremental leverage as a result of its participation
in the acquisition of Susquehanna's radio division and instead the
company will gain a 25% equity interest in the venture in return
for radio assets that are not complementary to Cumulus' current
portfolio (2 FM stations in Houston and 2 FM Stations in Kansas
City).  Additionally, it is Moody's view that the transaction
strengthens Cumulus' strategic position in the radio sector by
expanding the company's appeal to national advertisers and
providing the company with opportunities to reduce costs through
economies of scale.  The ratings continue to reflect Cumulus'
dominant market presence and mid-market focus (top 50-250 markets)
which garner more stable local advertising revenues, balanced by
our belief that Cumulus will continue to return cash to
shareholders in the form of share repurchases instead of paying
down debt.

The following ratings are affirmed:

    (i) a Ba2 on the $400 million senior secured revolving credit
        facility due 2012,

   (ii) a Ba2 on the $400 million senior secured term loan
        facility due 2012, and

  (iii) the company's Ba2 Corporate Family rating.

The outlook is stable.

Cumulus Media, Inc., with 305 stations in 61 mid-size markets, is
the second largest radio broadcaster in the U.S. based on station
count, and the eighth largest based on revenues.


CWALT INC: Fitch Places Low-B Ratings on $5.8-Mil Cert. Classes
---------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2005-57CB:

     -- $793.8 million classes 1-A-1, 1-A-2, 3-A-1 through 3-A-8,
        4-A-1 through 4-A-8, 1-X, 3-X, 4-X, PO, and A-R
        certificates senior certificates 'AAA';

     -- $12.8 million class M certificates 'AA';

     -- $6.6 million class B-1 certificates 'A';

     -- $5.0 million class B-2 certificates 'BBB';

     -- $3.3 million class B-3 certificates 'BB';

     -- $2.5 million class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.90%
subordination provided by the 1.55% class M, the 0.80% class B-1,
the 0.60% class B-2, the 0.40% privately offered class B-3, the
0.30% privately offered class B-4 and the 0.25% privately offered
class B-5, which are 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 mortgage pool consists of three loans groups.  Loan group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $187,997,234 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 79.03%.  The weighted average FICO credit score is
approximately 733.  The average loan balance is $146,758.  The
three states that represent the largest portion of mortgage loans
are Arizona, Texas, and Colorado.

Loan Group 3 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $296,340,422 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 OLTV of 71.84%.  
The weighted average FICO credit score is approximately 726.  
Cash-out refinance loans represent 38.57% of the mortgage pool and
second homes 6.14%.  The average loan balance is $210,021.  The
three states that represent the largest portion of mortgage loans
are California, Arizona and Florida.

Loan Group 4 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $318,717,700 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 OLTV of 70.88%.  
The weighted average FICO credit score is approximately 727.  
Cash-out refinance loans represent 39.69% of the mortgage pool and
second homes 7.06%.  The average loan balance is $229,624.  The
three states that represent the largest portion of mortgage loans
are California, Arizona and Florida.

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/

Approximately 78.62% and 21.38% of the Group 1 mortgage loans,
76.35% and 23.65% of the Group 3 mortgage loans, and 76.03% and
23.97% of the Group 4 mortgage loans were originated under CHL's
Standard Underwriting Guidelines and Expanded Underwriting
Guidelines, respectively.  Mortgage loans underwritten pursuant to
the Expanded Underwriting Guidelines may have higher loan-to-value
ratios, higher loan amounts, higher debt-to-income ratios and
different documentation requirements than those associated with
the Standard Underwriting Guidelines.

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWALT 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.


DECKERS CONSTRUCTION: Case Summary & 27 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Deckers Construction Inc.
        dba RJA Group Inc.
        P.O. Box 10179
        Ponce, Puerto Rico 00732

Bankruptcy Case No.: 05-12871

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: October 31, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Felix A. Toro, Esq.
                  Hector R. Cuprill Law Offices
                  Apartado 1104
                  Ponce, Puerto Rico 00733
                  Tel: (787) 844-5770

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 27 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
P.V. Construction                Electrical            $412,757
P.O. Box 3270                    Subcontractor
Mayaguez, PR 00681

WesternBank                      Income Tax            $221,109
[Address Not Provided]

Central Industrial               Remocion toxic        $152,327
PMB 131                          material
P.O. Box 2020
Barcelona, PR 00617

Ace Forming System               Rent and sale of      $147,248
P.O. Box 363707                  scaffolds &
San Juan, PR 00936-3707          frameworks

Sigari Corporation               Electrical            $125,848
P.O. Box 330627                  Engineering
Ponce, PR 00733-0627             Services

Puerto Rico Wire                 Equipment rental      $117,124
P.O. Box 363167
San Juan, PR 00936-3167

Secretario de Hacienda           Government Agency     $113,677
Seguro por Incapacidad           For Insurance
Centro Gubernamental
Ponce, PR 00731

Imaginacion                      Sale of promeria      $112,778
P.O. Box 1771                    accessories
Juncos, PR 00777-1717

Southern Fabricators             Subcontractor         $111,739
P.O. Box 1559
Villalba, PR 00766

SECR 143                         Deductions for         $93,187
                                 Professional
                                 Services

B.I.W. Gavinete                  Manufactures           $86,240
                                 Cabinets

Lausell                          Fabricates doors       $77,938
                                 and windows

Intaco                           Rent and sale of       $60,584
                                 scaffolds &
                                 frameworks

Halco Sales                      Rent and sale of       $58,694
                                 scaffolds &
                                 frameworks

Trujillo Alto Metal              Manufactures steel     $56,506

Envirorecycling                  Remocion Services      $53,750

Pittsburg Paints                 Sells paints           $48,573

Reichard Santiago                Auditor services       $39,145

Easy Rental                      Rent                   $38,000

H.Q.J. Plumbing                  Sale of plomeria       $37,517
                                 Materials

Compresores Y Equipos            Rent of Construction   $32,721
                                 Equipment

Andamios de PR, Inc.             Rent and sale of       $31,696
                                 scaffolds &
                                 frameworks

Velazquez Plumbing               Subcontractor          $30,084

Maytag                           Sells appliances       $28,356

Autoridad de Energia             Provides power         $27,874


Roger Electric                   Sells electrical       $36,214
                                 Materials

Tropical Concrete                                       $23,411


DELPHI CORP: Gets Court Okay to Continue Honoring Cananwill Pact
----------------------------------------------------------------          
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that since February 5,
2005, Delphi Corporation has financed certain of its fiduciary,
directors and officers, and employment practices liability
insurance policies pursuant to a Commercial Insurance Premium
Finance and Security Agreement with Cananwill, Inc.

Mr. Butler notes that the Insurance Policies are essential to the
preservation of Delphi Corporation and its debtor-affiliates'
businesses, properties, and assets.  In some cases, the coverage
is required by regulations, laws, and contracts that govern the
Debtors' business obligations.

In total, Delphi is financing approximately 20 Insurance Policies
under the Finance Agreement.  Delphi has financed the Insurance
Policies to take advantage of favorable interest rates under the
Finance Agreement and to increase liquidity.  Pursuant to the
Finance Agreement, Cananwill agreed to pay in advance to Delphi's
insurance carriers $6,099,340, which constitutes the full annual
insurance premium for each of the Insurance Policies.  In
exchange, the Finance Agreement required Delphi to pay Cananwill
a $564,992 cash down payment and to make 11 monthly payments,
each in a similar amount starting March 1, 2005.

The Finance Agreement further provided for Cananwill to receive a
$115,574 finance charge.  In addition, the Finance Agreement
includes a security agreement which grants Cananwill a security
interest in all sums payable to Delphi under the Insurance
Policies, including any gross return premiums that would be
payable in the event of cancellation of the Insurance Policies
and loss payments that reduce the Unearned Premiums.  Thus,
Cananwill likely is entitled to adequate protection in the form
of payment under the Finance Agreement.  As of the Petition Date,
Delphi owed Cananwill $1,700,000 under the Finance Agreement.

In the Debtors' business judgment, the terms of the Finance
Agreement represent the best possible terms for financing the
premiums of the Insurance Policies.  Under the Finance Agreement,
the annual interest rate is 3.77%.  The Debtors' estates will
benefit by maintaining the low-cost financing from Cananwill, Mr.
Butler says.  Moreover, any interruption of payments might
adversely affect the Debtors' ability to obtain financing for
future policies on favorable terms.

Although the Insurance Policies cover some of their foreign, non-
debtor affiliates, the Debtors do not allocate any of the
premiums to those affiliates.  The Debtors base their allocation
of their insurance costs on exposure or past losses.  The vast
majority of the exposure resides in the U.S. Debtors, and there
is no history of a non-U.S. claim being made under the Insurance
Policies in an amount that approaches the amount of the Debtors'
deductible.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to permit them to continue honoring
their obligations under the Finance Agreement.

Mr. Butler explains that security interests created by premium
finance agreements generally are recognized as secured claims in
bankruptcy to the extent of the amount of unearned premiums
financed pursuant to those agreements.  Section 361 of the
Bankruptcy Code specifically contemplates providing adequate
protection to the extent of the diminution in value of a secured
creditor's collateral, and the security interests under the
Finance Agreement warrant adequate protection in the form of
periodic payments pursuant to the Finance Agreement's terms.

According to Mr. Butler, the Debtors' continued use of the
Insurance Policies decreases the value of the Unearned Premiums
that serve as the collateral for Cananwill.  This loss in value
is replaced through the Debtors' payment of the monthly finance
charges and related payments under the Finance Agreement.  Thus,
Cananwill is entitled to continued payment of these amounts as
adequate protection.

The Debtors also believe that financing the premiums on the
Insurance Policies pursuant to the Finance Agreement enables them
to maintain critical insurance coverage.

                       *     *     *

The Court grants the Debtors' motion to continue honoring their
obligations under the Cananwill Finance Agreement.

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: Gets Permanent Injunction Against Utility Companies
----------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on
Oct. 25, 2005, on an interim basis, The Honorable Robert D. Drain
of the Southern District of New York Bankruptcy Court:

    (a) prohibits utilities from altering, refusing, or
        discontinuing services on account of prepetition invoices;
        and

    (b) approves the proposed procedures for determining requests
        for additional adequate assurance.

                  Objections of Utility Companies

(1) SBC

Darryl S. Laddin, Esq., on behalf of SBC Communications, Inc.,
asserts that the Debtors offer virtually no support for their
conclusory contention that the particular circumstances of their
Chapter 11 cases warrant a finding by the Court that the minimal
provisions they have proposed constitute adequate assurance of
payment for postpetition utility services.

SBC suggests that:

   (a) the Debtors be required to make weekly pre-payments, in
       amounts equal to the estimated net charges for all
       services and products provided by SBC, subject to a
       quarterly true-up and adjustment of the pre-payment based
       on actual usage for the preceding period;

   (b) to the extent that the Debtors order additional services
       or products from SBC, the Debtors must be required to
       make additional pre-payments for those services and
       products;

   (c) in the event that the Debtors fail to make any of the
       required pre-payments, SBC should be authorized to
       terminate service to the Debtors after a three-day notice
       and cure period; and

   (d) the Debtors be required to provide weekly flash reports
       with respect to their available cash and administrative
       liabilities, subject to reasonable confidentiality
       restrictions.

"The procedures proposed by the Debtors for the utility companies
to seek adequate assurance simply would impose requirements on
the utility companies that are not contained in Section 366 [of
the Bankruptcy Code]," Mr. Laddin contends.

For instance, Mr. Laddin says, the procedures would substantially
extend the 20-day period of Section 366(b) while the Debtors took
their time in deciding whether to take advantage of the
"permission" -- which obviously is not needed -- to file a
determination motion.

"The requirement for any request for adequate assurance to
include the payment history (over 6 months, no less) and a
description of any material delinquency also is not something
contained within Section 366," Ms. Laddin adds.

SBC, hence, asks the Court to deny the Debtors' request.

(2) Six Utilities

Six utility companies demand further adequate assurance of
payment for their postpetition utility services.

The Six Utilities are:

   (1) American Electric Power,
   (2) Dominion East Ohio,
   (3) New York State Electric and Gas Corporation,
   (4) Niagara Mohawk Power Corporation,
   (5) Public Service Electric and Gas Company, and
   (6) Rochester Gas & Electric Corporation

The Utilities assert that further adequate assurance of payment
is warranted because:

   (a) Delphi admits that it will have significant negative
       EBITDAR until at least the end of August 2005;

   (b) Delphi is faced with significant organized labor issues
       that threaten its very existence as a going concern in the
       future;

   (c) Delphi admits that it has been suffering losses since
       2003;

   (d) Delphi admits that its financial condition had
       deteriorated further in the first six months of 2005, with
       net operating losses of $608,000,000 for the first six
       months of calendar year 2005 on six-month net sales of
       $13,900,000,000, which is approximately $1,000,000,000
       less in sales than during the same  time period in
       calendar year 2004.  Reported net losses in calendar year
       2004 were $4,800,000,000;

   (e) Although the Debtors' U.S. hourly workforce was reduced by
       15% over the 15-month period ended December 31, 2004, as
       of June 30, 2005, approximately 12% of Delphi's U.S.
       hourly workforce was in a non-productive status.  In 2004,
       this cost Delphi more than $170 million, including wages
       and benefits;

   (f) The Debtors' Chapter 11 petitions listed consolidated
       global assets and liabilities, as of August 31, 2005, of
       approximately $17,100,000,000 and $22,200,000,000.  Delphi
       had $3,900,000,000 in outstanding debt as of June 30,
       2005, of which $3,400,000,000 was long-term debt;

   (g) The Debtors assert that they are facing considerable
       challenges due to revenue decreases and related pricing
       pressures stemming from a substantial slowdown in General
       Motor's North America vehicle production.  GM currently
       comprises approximately 49% of Delphi's sales, and GM
       sales for the first six months of 2005 were down
       approximately $1,600,000,0000, an 18% year-over-year
       decline, thereby adversely affecting Delphi's financial
       performance; and

   (h) During the first six months of 2005, the Debtors incurred
       substantial commodity cost increases, most notably for
       steel and petroleum-based resin products.  Although the
       Debtors intend to pass cost increases to its customers,
       the Debtors claim that if they are not successful, their
       income in future periods will be further adversely
       affected.  Moreover, the Debtors will also be facing
       increasing energy prices this fall and winter.

"In light of the Debtors' admitted severe financial and liquidity
problems, the uncertainty as to whether the Debtors will even be
able to successfully reorganize, and the exposure presented by
the Utilities' state law billing cycles, any further delay in
reaching an initial determination of what the Debtors should
provide as adequate assurance of payment is highly prejudicial to
the Utilities," Thomas R. Slome, Esq., at Rosen Slome Marder LLP,
in Uniondale, New York, tells the Court.

As adequate assurance of payment, the Utilities request two-month
postpetition deposits from the Debtors:

      Utility       No. of Accounts       Deposit Request
      -------       ---------------      ---------------
      AEP                  5                 $575,625
      NYSEG               13                  219,631
      Niagara              2                  125,450
      PSEG                 2                  222,000
      RG&E                 7                  607,173

(3) Entergy

Entergy Mississippi, Inc., asserts that the Debtors have failed
to provide adequate assurance of payment for its postpetition
utility services.

Entergy believes that approval of the Debtors' request will place
it at an even greater risk and for an even longer period of time
until the issue of adequate assurance and its rights under
Section 366 of the Bankruptcy Code may be resolved.

Thus, Entergy asks the Court to compel the Debtors to immediately
furnish it with sufficient cash of $1,500,000 to replenish its
soon-to-be-depleted Security to a total of $1,500,000, as
adequate assurance of payment of services pursuant to Section
366(b).

Should the Debtors fail to furnish the deposit immediately,
Entergy also seeks the Court's permission to unilaterally
terminate all services to the Debtors.

(4) Constellation

Timothy W. Walsh, Esq., at DLA Piper Rudnick Gray Cary US LLP, in
New York, tells Judge Drain that Constellation NewEnergy, Inc.,
and the Debtors are parties to three forward contracts:

   (1) an Electricity Supply Agreement in New York;

   (2) a Master Electricity Supply Agreement in Illinois; and

   (3) a Gas Sale, Transportation, and Management Contract,
       Contract No. AEM03002.

Constellation, Mr. Walsh says, does not oppose the Debtors'
request, but wishes to preserve its rights as a forward contract
merchant under Section 556 of the Bankruptcy Code.  

Section 556 provides that the commencement of a bankruptcy
proceeding or Delphi's insolvency is an "event of default"
permitting Constellation to terminate the Supply Agreements.

(5) AT&T

AT&T Corp. argues that the proposed adequate assurances are
insufficient to adequately assure payment of monthly invoices to
AT&T.

AT&T does not believe adequate assurance is satisfied by the
Debtors' mere acknowledgment of an administrative expense claim.

Therefore, AT&T asks the Court for authority to:

   (a) direct the Debtors to post a security deposit equal to
       three months of anticipated AT&T Services totaling
       $2,656,500, and prepay its monthly invoices, subject to
       the Debtors' right to subsequently dispute any actual
       charges;

   (b) direct the Debtors to implement a procedure by which
       disputes are resolved in an expedited manner, to the
       extent that the Debtors dispute any charges for AT&T
       Services;

   (c) in the event the Debtors default on any of their
       postpetition obligations, suspend or terminate all
       services rendered to the Debtors unless, within five
       business days after written notice of the default, the
       Debtors cure the default; and

   (d) enter into a postpetition set-off arrangement with the
       Debtors whereby any amounts owed to AT&T on a monthly
       basis for AT&T Services may be set off against any amounts
       owed to the Debtors by AT&T on a monthly basis for the
       switched access services that the Debtors provide to AT&T.

                          *     *     *

Except with respect to the Objecting Utilities, Judge Drain
grants the Debtors' request on a final basis.

Judge Drain notes that to the extent that the Electricity Supply
Agreement in New York, Master Electricity Supply Agreement in
Illinois, and Gas Sale, Transportation, and Management Contract,
Contract No. AEM03002, between the Debtors and Constellation
NewEnergy, Inc., are "forward contracts" and Constellation is a
"forward contract merchant," as the terms are defined in Sections
101(25) and (26) of the Bankruptcy Code, nothing is intended to
limit or impair Constellation's rights under Section 556 of the
Bankruptcy Code as a forward contract merchant, nor will the
Final Order limit or impair the Debtors' right to argue that:

   -- Constellation is not a forward contract merchant;

   -- the Supply Agreements are not forward contracts; or

   -- Constellation is not entitled to exercise any rights it may
      have under Section 556, or otherwise.

The hearing with respect these Objecting Utilities is continued
to November 29, 2005:

     * AT&T,
     * Entergy Mississippi, Inc.,
     * SBC Communications Inc.,
     * American Electric Power,
     * Dominion East Ohio,
     * New York State Electric And Gas Corporation,
     * Niagara Mohawk Power Corporation,
     * Public Services And Electric Gas Company, and
     * Rochester Gas & Electric Corporation

The Debtors have until November 28, 2005, at 12:00 p.m., to
respond to the objections.  If the hearing is further continued,
the Debtors must file their response on or before 12:00 p.m., on
the day prior to the applicable hearing date.

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: Asks Court for Open-Ended Lease-Decision Period
----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Delta Air
Lines Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the time within
which they may assume approximately 415 unexpired leases of
nonresidential property to and including the date of confirmation
of a plan of reorganization.

Having filed for bankruptcy less than six weeks ago, the Debtors  
have not yet had an opportunity to identify or make final  
determinations regarding the assumption or rejection of many of  
the Leases, Marshall S. Huebner, Esq., at Davis Polk & Wardwell,  
in New York, explains.

According to Mr. Huebner, in light of the size, complexity and  
demands of the Debtors' Chapter 11 cases, it would not be  
realistic to require them to make final determinations regarding  
the assumption or rejection of the Leases by November 13, 2005.   
Furthermore, until their exit strategy is further developed, the  
Debtors need to retain financial, operational, network and fleet  
planning flexibility and the results of future decisions in those  
areas is expected to affect whether to assume or reject certain  
Leases.

Mr. Huebner tells Judge Beatty that, absent an extension, the  
Debtors might be forced to prematurely assume Leases, which would  
lead to unnecessary administrative claims against their estates  
if assumed Leases were later deemed unhelpful to the Debtors'  
reorganization.  Conversely, if the Debtors precipitously  
rejected Leases, or were deemed to reject Leases by operation of  
Section 365(d)(4), they would be giving up property interests  
that might later prove important to their reorganization.

On the other hand, the requested extension would not unduly  
prejudice lessors under the Leases, Mr. Huebner maintains.  
Because of the postpetition financing from General Electric  
Capital Corporation, and the revenues they continue to realize  
from their ongoing operations, the Debtors will have no problem  
timely performing all of the postpetition lease obligations  
required to be performed until the Leases are assumed or  
rejected.  Furthermore, any lessor under a Lease would retain the  
right to petition the Court to fix an earlier date by which the  
Debtors would have to decide to assume or reject that Lease.

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.  (Delta Air Lines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Committee Wants Akin Gump as Bankruptcy Counsel
----------------------------------------------------------
Pursuant to Sections 1103(a) and 328(a) of the Bankruptcy Code,
and Rule 2014 of the Federal Rules of Bankruptcy Procedure, the
Official Committee of Unsecured Creditors seeks the U.S.
Bankruptcy Court for the Southern District of New York's consent
to retain Akin Gump Strauss Hauer & Feld LLP as its counsel,
effective September 28, 2005.

Jordan S. Weltman, senior managing director - Americas Region of
Boeing Capital Corp., relates that that the Creditors Committee
selected Akin Gump because of its considerable experience in
representing unsecured creditors' committees in Chapter 11
reorganization cases and other debt restructurings.

Akin Gump will:

   (a) advise the Creditors Committee with respect to its rights,
       duties and powers in the Debtors' Chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of their
       Chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure,
       and in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors and of the operation of their businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third-party concerning matters
       related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing of other transactions and the terms of one or
       more plans of reorganization for the Debtors and
       accompanying disclosure statements and related plan
       documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtors' Chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety and, to the extent
       deemed appropriate by the Committee, support, join or
       object thereto;

   (i) advise and assist the Committee with respect to any
       legislative or governmental activities;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) assist the Committee in its review and analysis of all of
       the Debtors' various aircraft agreements and fleet
       restructuring process pursuant to Section 1110 of the
       Bankruptcy Code;

   (l) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints, objections or comments;

   (m) investigate and analyze any claims against the Debtors'
       non-debtor affiliates; and

   (n) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee
       in accordance with its powers and duties as set forth in
       the Bankruptcy Code, Bankruptcy Rules or other applicable
       law.

The Creditors Committee requests that all fees and related costs
and expenses it incurs on account of services rendered by Akin
Gump be paid as administrative expenses of the estates pursuant to
Sections 328, 330(a), 331, 503(b) and 507(a)(1).

Akin Gump's current hourly rates are:

             Professional                       Hourly Rate
             ------------                       -----------
             Partners                           $475 to $795
             Special Counsel and Counsel        $385 to $735
             Associates                         $230 to $450
             Paraprofessionals                   $65 to $195

The attorneys who will primarily provide services to the
Creditors Committee are:

             Partner                                Rate
             -------                                ----
             Daniel H. Golden, Esq.                 $790
             Lisa G. Beckerman, Esq.                $715
             David H. Botter, Esq.                  $625
             Michael Mandel, Esq.                   $580
             David P. Simonds, Esq.                 $530

Mr. Golden, a member of Akin Gump, assures the Court that the firm
is a "disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

Mr. Golden discloses that Akin Gump represented these parties-in-
interest and their affiliates, which representation accounted for
more than 1% of the Firm's revenues:

    -- American International Group;
    -- AT&T Corporation;
    -- State Farm Insurance Company;
    -- UPS Supply Chain Solutions, Inc., and
    -- Wyndham International, Inc.

Mr. Golden adds that, in June 2001, Akin Gump represented Delta
Air Lines, Inc., with respect to a certain tax matter.  The Firm
also represented Pan American World Airways, Inc., with respect to
matters in connection with American Airlines, Inc.

Moreover, Akin Gump previously represented current members of the
Creditors Committee:

   (i) U.S. Bank National Association and U.S. Bank Trust,
  (ii) Pension Benefit Guaranty Corporation,
(iii) Air Line Pilots Association, International,
  (iv) Fidelity Advisor Series II: Fidelity Advisor High Income,
   (v) MacKay Shields, L.L.C., and
  (vi) Bank of New York.

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.  (Delta Air Lines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants Until January 27 to File Schedules
---------------------------------------------------
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
tells the U.S. Bankruptcy Court for the Southern District of New
York that the Delta Air Lines Inc. and its debtor-affiliates'
employees and professionals have been working diligently to
prepare the Debtors':

    (i) schedules of assets and liabilities,
   (ii) schedules of current income and expenditures,
  (iii) schedules of executory contracts and unexpired leases, and
   (iv) statements of financial affairs.

However, in view of the amount of work entailed in completing the
Schedules and the competing demands upon their employees' and
professionals' time during this initial postpetition period, the
Debtors will unlikely be able to properly and accurately complete
the Schedules by November 28, 2005.

After consulting with their professionals and the various employee
teams assigned to the task of preparing the Schedules, the Debtors
believe that a 60-day extension of the deadline to file the
Schedules may provide sufficient time to finish preparing and
reviewing the Schedules.

Pursuant to Rules 1007(a)(4) and 1007(c) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to extend the
deadline to file the Schedules through and including January 27,
2006.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the Debtors asked the Court to:

    (i) extend the fifteen-day period to file the Schedules for an
        additional 90 days, without prejudice to their ability to
        request additional time should it become necessary, and

   (ii) waive the requirement to file the List and the requirement
        to give notice of the order for relief to all equity
        security holders.

Judge Beatty gave the Debtors 60 more days to file their
Schedules.  Specifically, the Court extended the Debtors'
schedules filing deadline through Nov. 28, 2005, without prejudice
to the Debtors' right to seek further extensions upon a showing of
cause.  Judge Beatty waived the requirement to file the List and
to give notice to all equity holders of the orders for relief.

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.  (Delta Air Lines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA FUNDING: Moody's Junks Rating on Series 2000-3 Class Certs.
-----------------------------------------------------------------
Moody's Investors Service has downgraded two classes of
certificates issued by Delta Funding Home Equity Loan Trust.  The
classes on review were issued out of Delta Funding's 1998-2 and
2000-3 transactions, both of which are primarily backed by first
lien adjustable and fixed rate subprime mortgage loans.

The subordinate certificates of both transactions are being
downgraded based upon the diminishing credit enhancement levels
relative to the current projected losses on the underlying pools.
The 2000-3 transaction, in particular, has experienced rapid
deterioration of overcollateralization and has been written down
in recent months.

Complete rating actions are as follows:


Issuer: Delta Funding Home Equity Loan Trust

Series 1998-2; Class B-1A, Downgraded to B2; previously Ba3.

Series 2000-3; Class B, Downgraded to C; previously B1.


DSI-VP LTD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: DSI-VP, Ltd.
        c/o William Foster
        155 Maple Street, Suite 402
        Springfield, Massachusetts 01105

Bankruptcy Case No.: 05-95081

Chapter 11 Petition Date: October 31, 2005

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Karla A. Lyon, Esq.
                  DLA Piper Rudnick Gray Cary US LLP
                  401 B Street, Suite 1700
                  San Diego, California 92101
                  Tel: (619) 699-6740
                  Fax: (619) 699-2701

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.


ECHELON CORPORATION: Posts $10.1 Million Net Loss in Third Quarter
------------------------------------------------------------------
Echelon Corporation (NASDAQ:ELON) reported financial results for
the third quarter ended Sept. 30, 2005.

For the quarter ended Sept. 30, 2005, revenues were $16.3 million,
compared to $22.7 million for the same period in 2004.  
LonWorks(R) infrastructure revenue was $11.7 million in the third
quarter of 2005 versus $11.1 million for the same period in 2004,
while Enel revenue was $4.4 million in the third quarter of 2005
versus $11.6 million in 2004.  The GAAP net loss for the quarter
ended Sept. 30, 2005 was $10.1 million compared to a GAAP net loss
of $400,000 for the third quarter of 2004.  The non-GAAP net loss
for the quarter, which excludes a one-time charge of approximately
$5.2 million related to the previously announced Enel arbitration
decision, as well as stock-based compensation expenses and
amortization of previously purchased technology, was $4.8 million,
compared to a non-GAAP net loss of $325,000 for the same period in
2004.  Gross margin for the third quarter of 2005 was 53.2%,
compared with 56.6% for the same period in 2004.  Total operating
expenses during the third quarter, including the expenses for
arbitration, stock-based compensation and purchased technology,
were $19.9 million, compared to $13.9 million for the same period
in 2004.

For the nine-month period ended Sept. 30, 2005, revenues were
$55.4 million compared to revenues of $78.1 million for the same
period one year ago.  GAAP net loss for the nine-month period
ended Sept. 30, 2004 was $17.0 million compared to GAAP net income
of $2.3 million for the same period in 2004.  For the nine months
ended Sept. 30, 2005, the non-GAAP net loss was $11.4 million
compared to non-GAAP net income of $2.7 million for the same
period in 2004.  Gross margin for the nine-month period was 55.4%,
compared with 56.2% for the same period in 2004.  Total operating
expenses for the nine-month period were $50.9 million, compared to
$43.1 million for the same period in 2004.

"One of the highlights of this quarter was to finally have a
resolution in our dispute with Enel," said Ken Oshman, chairman
and CEO of Echelon Corporation.  "The lack of a decision created a
great deal of uncertainty in the markets and to have this behind
us is a great relief.  While we adamantly believe that we met
every condition of the contract, the arbitrators did award Enel a
relatively small sum compared to what they were asking.  The small
size of the award and the fact that the arbitrators ruled in our
favor on the very important issue of on-going supply was a great
victory for us.  But, most importantly, we're very pleased that
it's over and we can get on with more productive business
activities."

"Overall, while I believe we can and should do better, our
performance for the quarter was in line with our guidance,"
continued Mr. Oshman.  "The softness in EMEA was greater than the
expected summer lull, making the region's performance an area of
particular focus for the coming quarters.  I'm quite pleased with
the reception we received with the introduction of a number of
products at our recent LonWorld(R) 2005 event outside Paris,
France.  Just as we pioneered the capability to connect devices to
one another with our LonWorks platform, with our new Pyxos(TM)
embedded control networking platform and the first Pyxos products
introduced just last week, the Pyxos FT chips, Echelon has
positioned itself to lead the market in extending networks inside
of the devices themselves.  The embedded control networking market
is complementary to our existing market for the LonWorks platform
and potentially enormous."

"This quarter we also introduced increased power and features in
key infrastructure products like our i.LON(R) 100 Internet Server
line and LonMaker(R) installation tools.  Our NES offering
continues to lead the market in reliability and innovation.  The
newest version of NES that we've been supplying to various trials
has been enthusiastically received by our partners and prospects.
I believe that no other company has such a reliable and advanced
metering infrastructure - especially one that incorporates a meter
with such a sleek design."

"Taken together our new products, platforms, and product
enhancements embody our commitment to a strategy of lowering cost
barriers, making control networking easier to use, and creating
innovative technology to enable a world where all electronic
things are on a network," said Mr. Oshman.

       Internal Control Review at Japanese Subsidiary

Subsequent to Sept. 30, 2005, management identified a deficiency
in the Company's internal controls over revenue recognition
related to procedures in place at its Japanese subsidiary.  In
conjunction with Echelon's audit committee, management has
determined that the deficiency constitutes a "material weakness"
as defined by the Public Company Accounting Oversight Board's
Auditing Standard No. 2, although the financial impact of this
deficiency was not material to the Company's historical financial
statements.  Once identified, management immediately began
implementing corrective actions to remediate the problem,
including more thorough reviews of orders processed by the
Japanese subsidiary.  "While we are clearly disappointed in
finding that a material weakness existed in our internal
controls," said Chris Stanfield, Echelon's Executive Vice
President and Chief Financial Officer, "we believe that this
deficiency caused no material errors in our previously issued
financial statements and although management's review of the
situation continues, we feel confident that it will be completely
remediated before the end of the year."

Echelon Corporation -- http://www.echelon.com/-- is a pioneer and  
world leader in control networking -- networks that connect
machines and other electronic devices -- for the purpose of
sensing, monitoring and controlling the world around us.  
Echelon's LonWorks platform for control networking was released in
1990 and has become a worldwide standard in the building,
industrial, transportation, and home automation markets.  Launched
in 2003, Echelon's Networked Energy Services system is an open,
extensible, advanced metering infrastructure that can bring
benefits to every aspect of a utility's operation, from metering
and customer services to distribution operations and value-added
business.  In 2005 Echelon released the world's first embedded
control network infrastructure, the Pyxos platform, extending the
benefits of networking inside machines to the sensors and
actuators that make them function.

Echelon is based in San Jose, California, with international
offices in China, France, Germany, Italy, Hong Kong, Japan, Korea,
The Netherlands, and the United Kingdom.


ENTERGY NEW ORLEANS: Panel Taps Haynes and Boone as Lead Counsel
----------------------------------------------------------------          
The Interim Official Committee of Unsecured Creditors appointed
in Entergy New Orleans, Inc.'s case seeks the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority
to retain Haynes and Boone, LLP, as its bankruptcy counsel
effective October 12, 2005.

The Committee has selected Haynes and Boone because of the firm's
extensive experience in bankruptcy and reorganization matters.

As attorneys, Haynes and Boone will:

   a. advise the Committee of its powers and duties in the
      Debtor's bankruptcy proceeding;

   b. assist the Committee in analyzing and preparing all
      applications, motions, objections, responses, orders filed
      in the Debtor's bankruptcy case, and any related adversary
      proceedings;

   c. appear and represent the Committee at all hearings;
     
   d. assist the Committee and its other professionals in
      matters relating to the administration of the Debtor's
      Chapter 11 case and the formulation and confirmation of a
      plan of reorganization;

   e. assist the Committee with interactions with regulators,
      including the City of New Orleans, regarding the Debtor's
      rate schedule and other regulated matters;

   f. assist the Committee with analyzing issues related to
      insurance recoveries; and

   g. perform other legal services for the Committee as may be  
      necessary and required.

Haynes and Boone's professionals that will primarily represent
the Committee and their standard hourly rates are:

     Professional            Position     Hourly Rate
     ------------            --------     -----------   
     Robert D. Albergotti    Partner         $575
     Stacey G.C. Jernigan    Partner         $450
     Mark J. Elmore          Associate       $275
     Dian Gwinnup            Paralegal       $170

The Committee discloses that from time to time, other attorneys
and paralegals from Haynes and Boone may also serve in the case.  
In this regard, Haynes and Boone has agreed to offer a $380
overall blended rate.  Haynes and Boone has additionally agreed
not to bill the Committee for travel time fees to and from
hearings in the Debtor's case.

The Committee further discloses that Mr. Albergotti and Ms.
Jernigan's hourly rates including the Blended Rate are a
substantial discount of their standard hourly rates for the
nature of their work.  The proposed rates were negotiated with a
view toward cost-effective representation.

Aside from the service fees, the firm will be reimbursed for out-
of-pocket expenses.

Robert D. Albergotti, Esq., a partner at Haynes and Boone,
confirms that Haynes and Boone have no connection with the
Debtor, creditors, any other party-in-interest, their attorneys
and accountants, the United States Trustee, or any person
employed in the office of the United States Trustee.

"Haynes and Boone is a 'disinterested person' as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code," Mr. Albergotti notes.

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: Panel Taps Mintz Levin as Special Counsel
--------------------------------------------------------------          
The Interim Official Committee of Unsecured Creditors appointed
in Entergy New Orleans, Inc.'s case requires the services of
special counsel to handle certain matters.  By this application,
the Committee seeks the U.S. Bankruptcy Court for the Eastern
District of Louisiana's authority to engage Mintz, Levin, Cohn,
Ferris, Glovsky, and Popeo, PC.

Initially, Mintz Levin will be the Committee's special litigation
counsel in connection with the:

   -- proposed DIP financing, including disputes with the holders
      of Senior Notes over priming; and

   -- collateral valuation to the extent of priority holders'
      claims and related issues.

In addition, Mintz Levin will:

   * handle all discovery and all hearings relating to the
     matters;

   * attend depositions or participate in any material way in the
     discovery process;

   * handle all hearings relating to any disputes involving the
     priming issues arising out of the proposed DIP financing
     and the issues surrounding the claims of the Senior
     Noteholders; and

   * handle certain legislation or lobbying issues on behalf of
     the Committee.

The Committee attests that Mintz Levin has extensive experience
handling litigation of secured creditor valuation and claim
issues as well as addressing legislative matters.  Specifically,
certain pending legislation may significantly impact the outcome
of the Debtor's Chapter 11 proceedings.  Thus, given that Mintz
Levin has a Washington, D.C. office with extensive legislative
expertise, the Committee believes it is appropriate to designate
Mintz Levin to handle the matter.

The Committee did not disclose the compensation terms for Mintz
Levin as well as the primary professionals that will render
service in the case.

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)


EXCALIBUR INDUSTRIES: Completes "Out-of-Court" Restructuring
------------------------------------------------------------
Excalibur Industries, Inc., nka Shumate Industries, Inc.,
completed its "out-of-court" restructuring.  

As reported in the Troubled Company Reporter on Oct. 3, 2005, the
Company signed a loan commitment with its senior lender,
Stillwater National Bank and Trust Company, for a restructuring of
its secured debt.  

The restructuring consists of:

   -- an agreement to amend and restate a series of notes issued
      to Stillwater National Bank, or Stillwater, into one
      $3.5 million term note;

   -- an agreement to issue a new note to Stillwater for
      settlement of a lien;

   -- the extension of Excalibur's current revolving $1 million
      line of credit with Stillwater;

   -- the issuance of a $2.5 million convertible note to
      Stillwater;

   -- the purchase of 250,000 shares of Excalibur's common stock
      (post reverse stock split) for $250,000 in cash by its Chief
      Financial Officer;

   -- the conversion of a portion of our debt to Stillwater into
      20% of our then-outstanding common stock after giving effect
      to the restructuring, resulting in $2.368 million purchasing
      2.368 million shares of Excalibur's common stock
      (post-split);

   -- a release from Stillwater for any indebtedness not covered
      above;

   -- the exchange of outstanding unsecured notes, including
      principal and accrued interest, for common stock at $1.00
      per share post-split; and,

   -- the issuance of a note to Excalibur's Chief Financial
      Officer to advance funds to purchase shares of common stock.

Excalibur Industries, Inc., serves the energy field services
market through its Shumate Machine Works operating subsidiary.
With its roots going back more than 25 years, Shumate is a
contract machining and manufacturing company that makes products,
parts, components, assemblies and sub-assemblies for its customers
designed to their specifications.  The Company's state-of-the-art
3-D modeling software, computer numeric controlled machinery and
manufacturing expertise are contracted by its customers' research
and development, engineering and manufacturing departments to
ensure optimization and timely desired results for their products.  
The diverse line of products Shumate manufactures includes
expandable tubular launchers and liner hangers for oil & gas field
service applications, blow-out preventers, top drive assemblies,
directional drilling products, natural gas measurement equipment,
control & check valves and sub-sea control equipment used in
energy field service.  The Company employs about 35 people at its
23,000 square foot plant in Conroe, Texas, north of Houston.

As of June 30, 2005, Excalibur Industries' total liabilities
exceed its total assets by $14,128,939.


FALCON PRODUCTS: Court Okays Termination of Three Pension Plans
---------------------------------------------------------------
The Honorable Barry S. Schermer the U.S. Bankruptcy Court for the
Eastern District of Missouri put his stamp of approval on Falcon
Products, Inc., and its debtor-affiliates' request for authority
to terminate three employee retirement income plans.  The Court
granted the request after it determined that the Debtors satisfy
the financial requirements for a distress termination of pension
plans under section 4041(c)(2)(B)(ii)(IV) of the Employee
Retirement Income Security Act of 1974.

The Debtors will terminate:

      1) the Falcon Products, Inc., Retirement Plan;
      
      2) the Shelby Williams Industries, Inc., Employees' Pension
         Plan; and

      3) the Sellers & Josephson, Inc., Employees' Pension Plan.

ERISA permits bankrupt companies to terminate underfunded pension
plans if they are unable to pay their debts pursuant to a plan of
reorganization and will be unable to continue in business unless
the pension plans are terminated, and the termination is duly
approved by the Bankruptcy Court.

As previously reported, the Debtors said that the minimum cost of
maintaining the pension plans over the next seven years, even
assuming that they are frozen, is approximately $18.9 million.  
Currently, the pension plans are underfunded by $33.8 million.  

The success of the Debtors' Amended Chapter 11 Plan of
Reorganization is largely dependent on a $30 million exit facility
that Whipporwill Associates, Inc., and Oaktree Capital Management,
LLC, will provide.  The exit lenders however, will only loan the
money provided that the Debtors will eliminate its underfunding
obligation to the Pension Plans.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and      
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.  The Debtors'
Plan of Reorganization was confirmed on October 18, 2005.


FOREST OIL: Financial Leverage Cues S&P to Affirm BB- Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and 'B-2' short-term rating on oil and gas
exploration and production company Forest Oil Corp. and removed
the ratings from CreditWatch with negative implications, where
they were placed on Sept. 12, 2005, following the company's
announced spin-off of its offshore Gulf of Mexico reserves to
Mariner Energy Inc.  The outlook is negative.

As of June 30, 2005, Denver, Colorado-based Forest had
$884 million in principal debt outstanding.

The spin-off could have favorable implications for Forest's
business risk profile over the intermediate term.  The offshore
Gulf of Mexico assets are short lived, and significant future
capital spending is required to maintain current production
levels.

"Although the company should continue to benefit from a high
commodity price environment, Standard & Poor's has concerns
regarding the company's relatively high cost structure and
aggressive financial leverage," said Standard & Poor's credit
analyst David Lundberg.

"For the outlook to change to stable from negative, the company
will need to demonstrate improvement in operational metrics and
reduce financial leverage; conversely, any future leveraging
acquisitions or worse than expected operating performance could
lead to a negative ratings action," he continued.


FRASER PAPERS: Operating Losses Prompt Moody's Negative Outlook
---------------------------------------------------------------
Moody's Investors Service changed the outlook on Fraser Papers
Inc.'s B3 senior unsecured rating to negative from stable and
affirmed the B3 senior unsecured rating.  The Speculative Grade
Liquidity Rating is affirmed at SGL-3.

The negative outlook reflects the company's ongoing incurrence of
operating losses and negative free cash flow, and the uncertainty
as to when these may improve given the difficult market conditions
that the company continues to face.  The negative outlook also
reflects the uncertainty surrounding the possibility that the
company may exercise its option to acquire the Katahdin mill and
the impact this would have on the company's operating profile and
liquidity.  The company has been negatively impacted by the strong
Canadian dollar and higher input costs for energy and fiber, in
particular, at a time of weaker lumber and pulp prices and soft
paper prices.  The B3 rating is supported by the company's cash
position.

Ratings affirmed:

    * U.S. $150 million senior unsecured at B3,
    * Corporate family rating at B2.

The negative outlook reflects Moody's concerns about Fraser
Paper's ability to return to profitability given difficult market
conditions for its products, the negative impact of the strong
Canadian dollar, and ongoing input costs cost pressures.  The
negative outlook also reflects the potential negative impact of
the purchase of the Katahdin mill on Fraser Papers' liquidity and
operating performance.  If this acquisition occurs in a manner
that utilizes a significant portion of the company's cash position
or increases its debt position, and does not have an appreciable
positive impact on Fraser Papers' operating earnings and cash
flow, Moody's would be concerned about the company's ability to
fund ongoing operating losses and it is likely that the B3 senior
unsecured rating would be lowered.

The B2 corporate family rating reflects Fraser Papers' weak
earnings performance over the past few years, its historically
weak cash flow, and its disparate collection of assets in a number
of pulp and paper and lumber segments.  The rating also considers
the susceptibility of the company to cyclicality in the forest
products industry, the impact of changes in the U.S./Canadian
dollar exchange rate and exposure to high raw material costs.  The
company's paper and pulp businesses are modest players operating
in competitive sectors that continue to have excess market
capacity.  Meaningful improvements in operating income will depend
on a sustained period of higher market prices, which Moody's does
not view as likely.  The rating favorably reflects the company's
September 30, 2005 cash of $83 million and the value of its New
Brunswick timberland assets.

The rating could be lowered if Fraser Papers undertakes
acquisitions that significantly deplete its cash position or are
debt financed or if the company suffers further erosion in its
operating earnings and cash flow.  The outlook could be changed to
stable if the company is able to demonstrate that it can generate
consistently positive operating earnings and free cash flow.  
Given the company's current position and negative outlook it is
unlikely the rating will be raised in the near to intermediate
term.

The SGL-3 speculative grade liquidity rating reflects adequate
liquidity.  This rating is currently supported by the company's
cash position, alternative liquidity provided by the company's
timberlands holdings and availability of $19 million under its
borrowing base revolver.  If these assets positions are materially
reduced, the SGL-3 rating could be lowered.

Fraser Papers is engaged in the pulp and paper and lumber segments
of the forest products industry and had sales of $996 million for
the year ended December 31, 2004.  Fraser Papers is headquartered
in Toronto, Canada.


GB HOLDINGS: U.S. Trustee Will Meet Creditors on Thursday
---------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
GB Holdings, Inc.'s creditors at 1:00 p.m., on Nov. 3, 2005, at
Bridge View Building, Suite 102, 800 Cooper Street in Camden, New
Jersey.  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 Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Peter D. Wolfson, Esq., Andrew P. Lederman, Esq.,
and Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


GRANITE VIEW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Granite View Resort LLC
        300 East Willis, Suite G
        Prescott, Arizona 86301

Bankruptcy Case No.: 05-27959

Type of Business: The Debtor operates a resort.

Chapter 11 Petition Date: November 1, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: Robert J. Berens, Esq.
                  Mann, Berens & Wisner, LLP
                  2929 North Central Avenue, #1600
                  Phoenix, Arizona 85012-2760
                  Tel: (602) 258-6200
                  Fax: (602)-258-6212

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.


GSI GROUP: Toronto Stock Exchange Listing Withdrawn Yesterday
-------------------------------------------------------------
GSI Group Inc. voluntarily withdrew the listing of its stock under
the ticker symbol GSI, from the Toronto Stock Exchange.  The
delisting was effective as of the close of trading yesterday,
November 1, 2005.  

The move was prompted by the recent cost containment initiative
and the fact that the company no longer maintains offices,
division personnel or operations in Canada.  

GSI Group Inc. will remain as a Canadian domiciled company and
shares will continue to be able to be purchased and sold on the
Nasdaq exchange under the existing ticker symbol GSIG.

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

                         *     *     *

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

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

These ratings were assigned:

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

These ratings were affirmed:

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


HARBORVIEW MORTGAGE: Fitch Puts BB+ Rating on $5.9 Mil Cert. Class
------------------------------------------------------------------
Fitch rates Harborview Mortgage Loan Trust mortgage pass-through
certificates, series 2005-14:

     -- $853.6 million classes 1-A-1A, 1-A-1B, 2-A-1A, 2-A-1B,      
        3-A-1A, 3-A-1B, 4-A-1A, 4-A-1B, 5-A-1A, 5-A-1B and A-R
        senior certificates 'AAA';

     -- $21.0 million class B-1 'AA';

     -- $13.6 million class B-2 'A';

     -- $8.2 million class B-3 'BBB';

     -- $5.9 million class B-4 'BB+'.

The 'AAA' rating on the senior certificates reflects the 6.50%
subordination provided by the 2.30% class B-1 certificates, the
1.50% class B-2 certificates, the 0.90% class B-3 certificates,
the privately offered 0.65% class B-4 certificates, the privately
offered 0.75% class B-5 certificates, which are not rated by Fitch
and the 0.40% privately offered class B-6 certificates, which are
not rated by Fitch.  Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Wells Fargo Bank, N.A., rated 'RMS1' by Fitch.

The certificates represent an ownership interest in a group of
hybrid and adjustable rate mortgage loans totaling $913,022,185,
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
loan-to-value ratio of 72.82%.  The weighted average FICO credit
score is approximately 722.  Cash-out refinance loans represent
26.73% of the mortgage pool and second homes 10.48%.  The average
loan balance is $266,888.  The three states that represent the
largest portion of mortgage loans are California, Florida, and
Arizona.

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

The certificates are issued pursuant to a pooling and servicing
agreement dated Oct. 1, 2005 among Greenwich Capital Acceptance,
Inc., as depositor, Wells Fargo Bank, N.A. as master servicer, and
Deutsche Bank National Trust Company as trustee.  For federal
income tax purposes, elections will be made to treat the trust as
separate multiple real estate mortgage investment conduits.


HAWAIIAN AIRLINES: Names Peter Ingram as Chief Financial Officer
----------------------------------------------------------------
Hawaiian Airlines appointed Peter Ingram as the company's
chief financial officer, effective Dec. 1, 2005.  Mr. Ingram
succeeds interim CFO Steve Jackson, who has filled that role
since August 2004.

"Steve has been a valued leader during his time here, and we thank
him for his many contributions," Mark Dunkerley, Hawaiian's
president and CEO, said.  "In Peter Ingram, Hawaiian gains another
strong leader whose wealth of airline experience in financial
planning makes him ideally suited to navigating the increasingly
dynamic business environment in our industry."

Mr. Ingram is joining Hawaiian after spending the past 11 years
with AMR Corporation, parent company of American Airlines and
American Eagle Airlines.  Since 2002, he has served as vice
president of finance and CFO for American Eagle Airlines.  Before
that, he spent eight years in finance-related management and
director positions for American Airlines.

Mr. Ingram earned a Masters of Business Administration from Duke
University in 1994, graduating in the top 10 percent of his class.  
He did his undergraduate studies at the University of Western
Ontario, earning a Bachelor of Arts in Business Administration in
1988.

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- filed a  
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Hawaii (Case No. 03-00827) on March 21, 2003.  Joshua
Gotbaum serves as the chapter 11 trustee for Hawaiian Airlines,
Inc.  Mr. Gotbaum is represented by Tom E. Roesser, Esq., and
Katherine G. Leonard, Esq., at Carlsmith Ball LLP and Bruce
Bennett, Esq., Sidney P. Levinson, Esq., Joshua D. Morse, Esq.,
and John L. Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.
The Bankruptcy Court confirmed the Chapter 11 Trustee's Plan of
Reorganization on March 10, 2005.  The Plan took effect on June 2,
2005.


HORACE GRAVELY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Horace Clyde Gravely
        P.O. Box 343
        Gaylesville, Alabama 35973

Bankruptcy Case No.: 05-44773

Chapter 11 Petition Date: October 31, 2005

Court: Northern District of Alabama (Anniston)

Judge: Thomas B. Bennett

Debtor's Counsel: Harry P. Long, Esq.
                  P.O. Box 1468
                  Anniston, Alabama 36202
                  Tel: (256) 237-3266

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


IFP LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: I.F.P. LLC
        P.O. Box 53395
        Cincinnati, Ohio 45253-0395

Bankruptcy Case No.: 05-24703

Chapter 11 Petition Date: October 16, 2005

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Raymond J. Pikna, Esq.
                  Wood & Lamping LLP
                  600 Vine Street, Suite 2500
                  Cincinnati, Ohio 45202-2491
                  Tel: (513) 852-6039
                  Fax: (513) 852-6087

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Walter P. Dolle Insurance        Insurance              $21,964
Agency, Inc.
201 E. Fifth Street, Suite 1000
Cincinnati, OH 45202

McSwain Carpets                  Carpeting              $12,309
2430 East Kemper Road
Cincinnati, OH 45241-1812

Harrison Utilities               Water & Sewer           $8,313
112 North Walnut Street
Harrison, OH 45030

Home Depot Credit Services       Credit Card             $6,283
P.O. Box 9121                    Account
Des Moines, IA 50368-9121

Rumpke                           Trash hauling           $3,654
10795 Struble Road
Cincinnati, OH 45251

Smalls Pro Hardware              Supplies                $2,379
109 South Wayne Avenue
Cincinnati, OH 45215

Cincinnati Apartment             Advertising             $2,265
HPC Publications Guide
P.O. Box 402039
Atlanta, GA 30384-2039

Recker & Boerger                 Appliances              $2,250
10115 Transportation Way
Cincinnati, OH 45246

TruGreen Chemlawn                Lawn Care               $1,712
P.O. Box 488
Florence, KY 41022-0488

United Cleaning Co., LLC         Cleaning                  $905
207 East Clifton Avenue
Cincinnati, OH 45210

Lauren Wood                      Security deposit          $675
232 Lyness Avenue #137
Harrison, OH 45030

Claire Booker                    Security deposit          $665
238 Lyness Avenue #177
Harrison, OH 45030

Jeremy & Christina Hank          Security deposit          $665
234 Lyness Avenue #147
Harrison, OH 45030

Mary Blomer                      Security deposit          $665
236 Lyness Avenue #170
Harrison, OH 45030

Nick & Tracey Meyer              Security deposit          $665
234 Lyness Avenue #157
Harrison, OH 45030

Sergiu Podbereschi               Security deposit          $665
234 Lyness Avenue #158
Harrison, OH 45030

Steven Pappas                    Security deposit          $665
242 Lyness Avenue #205
Harrison, OH 45030

Becky Mitter                     Security deposit          $645
242 Lyness Avenue #202
Harrison, OH 45030

Gordan Beasley                   Security deposit          $645
242 Lyness Avenue #200
Harrison, OH 45030


Kenneth Flowers                  Security deposit          $645
242 Lyness Avenue #206
Harrison, OH 45030


INFOUSA INC: Moody's Holds Ratings and Says Outlook is Stable
-------------------------------------------------------------
Moody's Investors Service affirmed all of InfoUSA Inc.'s credit
ratings and changed the outlook to stable.  Moody's placed the
company on negative outlook on June 21, 2005 in connection with an
offer by Vin Gupta, chairman and CEO of the company, to acquire
all of the publicly held common shares of InfoUSA in a debt
financed transaction.  Although the offer was subsequently
rejected by a special committee of the board of directors and
withdrawn, the negative outlook reflected the heightened risk of a
capital structure transaction that could significantly increase
leverage.  The change in outlook to stable reflects Moody's belief
that InfoUSA is not considering a transaction that will
significantly increase leverage and anticipates a conservative
financial profile over the intermediate term.

Moody's affirmed the following ratings:

    * Corporate family rating, Ba3

    * $50 million senior secured revolving credit facility due
      2007, Ba3

    * $94 million senior secured first lien term loan A due 2009,
      Ba3

    * $69 million senior secured term loan B due 2010, Ba3

Headquartered in Omaha, Nebraska, InfoUSA Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.  Revenues for the twelve months ended
June 30, 2005 were approximately $369 million.


INTEGRATED SECURITY: Issues Convertible Promissory Notes for $500K
------------------------------------------------------------------
Integrated Security Systems, Inc.'s Board of Directors ratified
the issuance of two convertible promissory notes to Frost National
Bank FBO Renaissance US Growth Investment Trust PLC and Frost
National Bank FBO BFS US Special Opportunities Trust PLC in
exchange for an aggregate $500,000 cash investment.  

Each of the convertible promissory notes is in the original
principal amount of $250,000, has an annual interest rate of 8%
and is payable in monthly installments on the first day of each
month.  The convertible promissory notes, plus interest, are due
on July 29, 2008.  The convertible promissory notes are
convertible at the option of Renaissance US and BFS US into shares
Integrated Security's common stock at a conversion price of $0.25
per share.  Integrated Security has the right to call the
convertible promissory notes if the market price of Integrated
Security's common stock exceeds $0.60 per share for a period of
60 days.  

In connection with the issuance of the convertible promissory
notes, Integrated Security's Board of Directors also ratified the
issuance a stock purchase warrant to each of Renaissance US and
BFS US.  The stock purchase warrants entitle each of Renaissance
US and BFS US to purchase up to 350,000 shares of Integrated
Security's common stock for $0.25 per share.  

Also as a part of this transaction, Integrated Security's Board of
Directors ratified the issuance of a registration rights agreement
to each of Renaissance US and BFS US.  Under the registration
rights agreement, Integrated Security agreed to file a
registration statement with the Securities and Exchange Commission
to register for resale the shares of common stock issuable upon
conversion and exercise of the convertible promissory notes and
warrants.  

Full-text copies of the documents in the deal are available for
free at:

   Documents               Links
   ---------               -----
   Convertible Promissory  http://ResearchArchives.com/t/s?2ac
   Notes

   Stock Purchase Warrant  http://ResearchArchives.com/t/s?2ad   

   Registration Rights     http://ResearchArchives.com/t/s?2ae
   Agreement

Headquartered in Irving, Texas, Integrated Security Systems, Inc.
-- http://www.integratedsecurity.com/-- is a technology company   
that provides products and services for homeland security needs.  
ISSI also designs, develops and markets safety equipment and
security software to the commercial, industrial and governmental
marketplaces.  ISSI's Intelli-Site(R) provides users with a
software solution that integrates existing subsystems from
multiple vendors without incurring the additional costs associated
with upgrades or replacement.

As of June 30, 2005, the Company's balance sheet reflects a
$3,541,147 stockholders' deficit compared to a $171,948 in
positive equity at June 30, 2004.


INTELSAT LTD: PanAmSat Shareholders Approve $3.2 Billion Merger
---------------------------------------------------------------
PanAmSat Holding Corporation's shareholders have approved and
adopted the Merger Agreement, dated as of August 28, 2005, by and
among PanAmSat, Intelsat (Bermuda), Ltd., and Proton Acquisition
Corporation pursuant to which Proton Acquisition will be merged
with and into PanAmSat.

As reported in the Troubled Company Reporter on Aug. 31, 2005,
Intelsat, Ltd., and PanAmSat signed a definitive merger agreement
under which Intelsat will acquire PanAmSat for $25 per share in
cash, or $3.2 billion.  

                            Financing

Intelsat has received financing commitments for the full amount of  
the purchase price from a group of financial institutions led by:

   * Deutsche Bank Securities Inc.,  
   * Citigroup Global Markets Inc.,  
   * Credit Suisse First Boston LLC, and  
   * Lehman Brothers Inc.  

                          Professionals

Credit Suisse First Boston LLC is serving as Intelsat's financial  
advisor, and Wachtell, Lipton, Rosen & Katz, Paul, Weiss, Rifkind,  
Wharton & Garrison LLP, and Milbank, Tweed, Hadley & McCloy LLP  
are serving as Intelsat's legal advisors.  Morgan Stanley is  
serving as PanAmSat's financial advisor, and Simpson Thacher &  
Bartlett LLP is serving as PanAmSat's legal advisor.  

Also on October 26, 2005, Intelsat Holdings Ltd. received a
request from the United States Department of Justice for
additional information and documentary materials in connection
with the Merger.  The effect of this request is to extend the
waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, until 30 days after the
parties have substantially complied with the request, unless that
period is terminated earlier by the DOJ or extended voluntarily.

                         About PanAmSat

Through its owned and operated fleet of 25 satellites, PanAmSat  
Holding Corp. (NYSE: PA) -- http://www.panamsat.com/-- is a    
leading global provider of video, broadcasting and network  
distribution and delivery services.  It transmits 1,991 television  
channels worldwide and, as such, is the leading carrier of  
standard and high-definition signals.  In total, the Company's in-
orbit fleet is capable of reaching over 98 percent of the world's  
population through cable television systems, broadcast affiliates,  
direct-to-home operators, Internet service providers and  
telecommunications companies.  In addition, PanAmSat supports  
satellite-based business networks in the U.S., as well as  
specialized communications services in remote areas throughout the  
world.   

                      About Intelsat, Ltd.

Intelsat, Ltd. offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 25
geosynchronous satellites in prime orbital locations.  Customers
in approximately 200 countries rely on Intelsat's global
satellite, teleport and fiber network for high-quality
connections, global reach and reliability.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's Investors Service has affirmed Intelsat, Ltd.'s ratings
and changed the outlook for all ratings to developing from
negative following the company's announcement that it is acquiring
PanAmSat for $3.2 billion plus the assumption of PanAmSat's debt
($3.2 billion).  The transaction, which Moody's expects to be
largely, if not entirely, financed with new debt, would
significantly increase Intelsat's pro forma leverage thereby
increasing credit risk for Intelsat debt holders and pressuring
the rating downwards.  Therefore, Moody's anticipates placing all
ratings on review for possible downgrade or lowering the ratings
once the timing and structure of the transaction and resolution of
regulatory review becomes more certain.

Moody's has affirmed these ratings:

  Intelsat:

     * Corporate family rating -- B2
     * $400 Million 5.25% Global notes due in 2008 -- Caa1
     * $600 Million 7.625% Sr. Notes due in 2012 -- Caa1
     * $700 Million 6.5% Global Notes due in 2013 -- Caa1

  Intelsat Subsidiary Holding Company Ltd.:

     * $300 Million Sr. Secured Revolver due in 2011 -- B1
     * $350 Million Sr. Secured T/L B due in 2011 -- B1
     * $1 Billion Sr. Floating Rate Notes due in 2012 -- B2
     * $875 Million Sr. 8.25% Notes due in 2013 -- B2
     * $675 Million Sr. 8.625% Notes due in 2015 -- B2

  Intelsat (Bermuda) Ltd.:

     * $478.7 Million Sr. Unsecured Discount Notes due 2015 -- B3

Moody's has changed the outlook to developing from negative.

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Fitch has placed the ratings of Intelsat, Ltd., wholly owned
subsidiary Intelsat (Bermuda), Ltd., and operating subsidiary
Intelsat Subsidiary Holding Company Ltd. on Rating Watch Negative
following Intelsat's announcement that it has signed a definitive
agreement to acquire PanAmSat Holding Corporation for $3.2
billion, or $25 per share of PanAmSat common stock, plus the
assumption of $3.2 billion of PanAmSat debt.  The acquisition
would create the largest satellite communications company in the
world, with a total of 53 satellites and combined annual revenues
of approximately $1.9 billion.

Fitch currently rates Intelsat's debt:

   Intelsat, Ltd.

     -- Issuer default rating 'B-';
     -- Senior unsecured notes 'CCC'; recovery rating 'R6'.

   Intelsat (Bermuda), Ltd.

     -- Senior unsecured discount notes 'B-'; recovery rating
        'R4'.

   Intelsat Subsidiary Holding Company Ltd.

     -- Senior unsecured notes at 'B+'; recovery rating 'R2';

     -- Senior secured credit facilities at 'BB-'; recovery rating  
        'R1'.


IPSCO INC: Earns $134 Million of Net Income in Third Quarter
------------------------------------------------------------
IPSCO Inc. (NYSE: IPS; Toronto) reported third quarter sales for
the quarter of $705 million, an increase of 10% or $63 million
over the same quarter last year and 6% or $38 million over the
prior quarter.

Income before tax was $216 million, 8% higher than the third
quarter of 2004 and 9% higher than the prior quarter. The third
quarter 2005 tax rate was 38% compared to an unusually low rate of
28% in the prior year.  As a result, net income of $134 million
was less than the 2004 third quarter net income of $144 million.

IPSCO's favorable sales performance versus the prior year and
prior quarter was driven by record energy tubular sales volumes
partially offset by declines in steel mill product sales related
to a planned maintenance outage at the Montpelier Steelworks and
unplanned outages at the Mobile Steelworks due to Hurricanes
Dennis and Katrina.

Several events had a significant impact on the net income for the
Company in the quarter.  During the third quarter of 2005 the
Canadian dollar strengthened 5% against the U.S. dollar. The
subsequent foreign exchange gain on the translation of cumulative
inter-company obligations incurred to fund stock buyback and debt
redemption efforts contributed $18.1 million to pretax earnings
for the quarter.  Outage expenses negatively impacted pretax
earnings by $10.4 million.  The change in the effective tax rate
from 36% to 38% in the third quarter reduced net income by
$4.6 million.

Total third quarter shipments were 848,000 tons, virtually flat
compared to last year but 44,000 tons greater than the prior
quarter due to record energy tubular shipments of 216,000 tons and
large diameter pipe shipments of 45,000 tons.  Energy tubular
shipments increased 46% and 39% respectively over last year and
prior quarter.  IPSCO's average third quarter product price was
$832 per ton, inclusive of surcharge, comparable to $760 per ton a
year ago and $830 in the second quarter.  The impact of higher
energy and large diameter pipe shipments offset a decline in steel
mill product pricing.

"IPSCO withstood the impact of planned and unplanned outages at
our U.S. steelworks as well as a temporary decline in demand from
service centers early in the quarter.  Our third quarter operating
income of $235 per ton remains among the highest in the industry,"
said David Sutherland, President and Chief Executive Officer.

"We are well positioned to take advantage of strong end user
demand for our steel mill products and anticipated record activity
in the energy tubular sector in the fourth quarter.  As mentioned
last quarter, large diameter pipe shipments in the fourth quarter
are expected to increase significantly.  We anticipate our
shipment volumes for the fourth quarter will increase in all of
these product lines."

During the quarter ended September 30, 2005, the Company
repurchased 258,500 shares at an average cost of U.S. $44.73 (CDN
$54.69) for a total cost of U.S. $12 million.  On October 4, 2005,
the Company gave notice to the holders of its 7.8% debentures, due
December 1, 2006, that it will redeem the outstanding debentures
on November 4, 2005 for a total of CDN $106 million, including
accrued interest and redemption premium.

Through September 2005, sales totaled a record $2.1 billion, an
increase of 27% over the first nine months of 2004. Gross margin
of 34% in the first nine months of 2005 improved from 26% during
the same time period of 2004.  Steel mill product sales of
$1.3 billion increased $257 million from a year earlier.  Steel
mill average pricing increased $176 per ton, while tons shipped
declined 83,000 or 5%. Tubular product sales, inclusive of energy
tubular, large diameter pipe and non-energy tubular product lines,
increased $188 million from the first nine months of 2004.  The
average selling price for these products increased $313 per ton
while shipments declined 75,000 tons or 9%.

Net income was $414 million for the first nine months of 2005.
This compares to net income of $242 million.  Common shares and
equivalents used in the calculation of diluted earnings per share
were 49.3 million and 55.4 million for the nine months ended
September 30, 2005 and 2004.

                             Outlook

The Company believes that end user demand for its steel mill
products will remain strong throughout the year and into 2006.  
Steel mill product orders increased rapidly in September and
October due to continued strength in orders from end users,
including several large project orders, and also as service
centers returned to buying at higher levels.  The Company's order
books are fully committed for the remainder of the year.  All
steelworks have successfully completed required annual maintenance
programs and are poised to satisfy the increased demand.

IPSCO's North American energy tubular goods shipments are expected
to meet or exceed the record levels reached in the third quarter.
In addition, large diameter pipe production has increased and will
continue through this year and well into 2006 producing for the
larger numbers of orders on hand.  Fourth quarter large diameter
shipments and recognized revenues are anticipated to exceed levels
achieved in the third quarter.

Higher costs due to increases in energy, transportation, alloys,
and other input costs will result in margin compression in the
fourth quarter compared to third quarter results.

Foreign exchange fluctuations and their impact on inter-company
obligations resulting from funding the debt retirement and the
share repurchase program may or may not impact fourth quarter net
income and earnings per share.

Excluding the impact of any foreign exchange gains or losses, the
Company forecasts fourth quarter diluted earnings per share to be
in the range of $2.70 to $2.90.

IPSCO Inc. operates steel mills at three locations and pipe mills
at six locations in Canada and the United States.  As a low cost
North American steel producer, IPSCO has a combined annual steel
making capacity of 3,500,000 tons and provides further processing
at its five cut-to-length lines located in both the U.S. and
Canada.  The Company's tubular facilities produce a wide range of
tubular products including line pipe, oil and gas well casing and
tubing, standard pipe and hollow structurals.

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2005,
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior unsecured debt rating on IPSCO Inc. to 'BB+'
from 'BB'.  The outlook is currently stable.

As reported in the Troubled Company Reporter on June 13, 2005,
Moody's Investors Service upgraded its senior implied rating for
IPSCO Inc. to Ba1 from Ba2.  The upgrade reflects IPSCO's strong
financial performance, a cash balance greater than gross debt, and
a favorable near-term outlook for its primary products, steel
plate and energy tubulars.  The rating outlook remains positive.

These ratings were upgraded:

   * $200 million of 8.75% guaranteed senior unsecured notes due
     2013 -- to Ba1 from Ba2;

   * senior implied rating -- to Ba1 from Ba2; and

   * senior unsecured issuer rating -- to Ba2 from Ba3.


ISLETON DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Isleton Development Company LLC
        150 Lombard Street
        San Francisco, California 94111

Bankruptcy Case No.: 05-35360

Chapter 11 Petition Date: November 1, 2005

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: K. Keith McAllister, Esq.
                  Law Offices of K. Keith McAllister
                  P.O. Box 864
                  Tiburon, California 94920
                  Tel: (415) 435-2338

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Piper Rudnick Gray Cary                      $9,580
   P.O. Box 64029
   Baltimore, MD 21264

   Blue Design Studios, Inc.                    $1,012
   1314 Coldwell Avenue, Suite B
   Modesto, CA 95350

   Ravix Group Inc.                               $490
   2109 Landing Drive
   Mountain View, CA 94043

   Ravix Group Inc.                               $341
   2109 Landing Drive
   Mountain View, CA 94043


KAISER ALUMINUM: Begins $75 Million Trentwood Facility Expansion
----------------------------------------------------------------
Kaiser Aluminum reported a major expansion at its Trentwood,
Washington, rolling mill to address the significant growth in
demand for fabricated aluminum products.  The $75 million
expansion is slated to proceed over the next three years with full
online capacity available in 2008.

"This is an important expansion to meet a growing worldwide demand
in our major markets for high-quality fabricated aluminum
products," said Jack A. Hockema, president and CEO.  "The
investment demonstrates our commitment to serving our customers'
changing needs while equipping the company to benefit from the
continuing growth and currently strong demand cycle of the global
aerospace industry and other manufacturing sectors."

The expansion includes the addition of a state-of-the-art thick
plate stretcher, horizontal heat treat furnaces, an ultrasonic
inspection system and other ancillary equipment to complement
existing capabilities for light gauge plate and sheet at the
facility.  The new equipment will enable Kaiser to supply heavy
gauge heat treat stretched plate in thicknesses of up to 8-10
inches to the aerospace and general engineering markets worldwide.

The capital spending for this project is expected to span the
period of 2005 through 2007, with the most significant
expenditures occurring in 2006.  This spending is reflected in the
financial projections included in the Disclosure Statement dated
Sept. 7, 2005 recently distributed by the company in connection
with the solicitation of acceptances of its Second Amended Plan of
Reorganization from its creditors as part of the company's chapter
11 reorganization.  Also, this investment comprises a portion of
the anticipated capital expenditures discussed in the company's
most recent quarterly report on Form 10-Q.

Kaiser Aluminum's Trentwood facility provides heat treat aluminum
sheet and plate to major manufacturers worldwide.  The plant
employs approximately 600 people.

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.


KAUAI MORTGAGE: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kauai Mortgage Investors, Inc.
        Post Office Box 770-#370
        Park City, Utah 84060

Bankruptcy Case No.: 05-39426

Chapter 11 Petition Date: October 14, 2005

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtors' Counsel: Michael F. Thomson, Esq.
                  Durham Jones & Pinegar
                  111 East Broadway, Suite 900
                  Post Office Box 4050
                  Salt Lake City, Utah 84110-4050
                  Tel: (801) 359-3500
                  Fax: (801) 415-3500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kilauea Bay Consortium        Promissory Note           $800,000
Sawyer, Orr & Sawyer, LLP
6700 East Pacific Coast Hwy
Suite 260
Long Beach, CA 90803

Gaines & Stacey               Legal Fees                 $57,903
16633 Ventura Boulevard
Suite 1150
Encino, CA 91436

Levy Mosse & Co.              Accounting Work            $17,255
11400 West Olympic Blvd.
Suite 330
Los Angeles, CA 90064-1550

Anderson & Karrenberg         Legal                         $250
50 West Broadway, Suite 700
Salt Lake City, UT 84101

Kilauea Bay Consortium        Claims for: Recission      Unknown
Sawyer, Orr & Sawyer, LLP     of Written Agreements,
6700 East Pacific Coast Hwy   Restitution of
Suite 260                     Partnership Interest,
Long Beach, CA 90803          and Constructive Trust;
                              Dissolution and Accounting
                              of Limited Liability
                              Company; Damages Based
                              Upon Alleged Fraud;
                              Damages Based Upon Alleged
                              Breach of Fiduciary Duty
                              and Conspiracy; and
                              Recovery on Promissory
                              Note


LA QUINTA: Earns $14 Million of Net Income in Third Quarter
-----------------------------------------------------------
La Quinta Corporation (NYSE: LQI) reported financial results for
the third quarter ended Sept. 30, 2005.

"We are very pleased with our excellent third quarter financial
results," stated Francis W. "Butch" Cash, chairman and chief
executive officer.  "For the quarter, RevPAR growth for total
company owned hotels exceeded the upper end of our guidance by
three percentage points and adjusted EBITDA exceeded our guidance
by $5 million.  Our July and August results were ahead of our
expectations, followed by very strong occupancy increases in
September due in part to Hurricanes Katrina and Rita.  As a
result, both our La Quinta and Baymont brands provided strong
operating results.

"We continue to be impressed by the talents and compassion our
people displayed in the aftermath of the devastating hurricanes we
have experienced.

"The third quarter marks the one-year anniversary of our ownership
of Baymont.  We are very pleased that we are already producing
results at the anticipated levels of return on our original
investment, a year earlier than we expected.

"Our business fundamentals continue to improve and we are
encouraged by the healthy operating environment for the lodging
industry with favorable pricing trends and limited increases in
supply.  Our development activities will be focused on central
business district and airport locations because of the returns we
can realize and the ability to display our brands ever more
prominently to help stimulate growth for our franchisees and
ourselves.  We anticipate commencing at least three such projects
in 2006.

"While we continue to explore acquisition opportunities, we
recognize the competitive market for hotel assets.  As a result,
in addition to using our capital for our central business district
projects, we are also looking more actively at other uses of our
balance sheet capacity including redeeming the $200 million of
preferred stock," concluded Mr. Cash.

              Third Quarter Financial Results

Total revenues for the third quarter 2005 increased 32% over the
third quarter 2004.  Franchise fees increased 88% for the third
quarter 2005.  Other revenue (including healthcare interest income
and restaurant rental income) increased 4% for the third quarter
2005.  Approximately 60% of the total revenue increase was
attributable to the Baymont acquisition while approximately 30% of
the total revenue increase was due to the 12% increase in company
owned La Quinta branded RevPAR.  The remaining revenue increase
was primarily due to an increase in franchise fees.

For the third quarter 2005, net income was $14 million versus a
net loss of $12 million for the third quarter 2004.  The
improvement from 2004 to 2005 was primarily the result of the
Baymont acquisition, improved operating performance at La Quinta
owned hotels, an increase in franchise income and a loss of
approximately $21 million in the prior year period related to the
early retirement of debt.  Third quarter 2005 financial results
include income of $0.2 million from hotels classified as
discontinued operations.

                     Debt Repayment

During the third quarter, the Company repaid $116 million of debt,
including $100 million of 7.40% Senior Notes and $16 million of
medium term notes.  After the repayment of these Notes, the
Company's total indebtedness at September 30, 2005 was $810
million.  At Sept. 30, 2005, the Company had $213 million in cash
and cash equivalents and no borrowings under its $150 million
credit facility, other than $16.5 million in letters of credit.
The Company's net debt (total indebtedness less cash and cash
equivalents) was $597 million at September 30, 2005.  In addition,
the Company has $200 million of 9% preferred stock outstanding
which is currently redeemable at the Company's option.  Finally,
the Company had approximately 203 million fully diluted equivalent
paired shares outstanding during the third quarter.

       Third Quarter Year-to-Date Financial Results

Revenues for the nine months ended Sept. 30, 2005 increased 34%
over the same period in 2004.  Approximately 70% of the total
revenue increase was attributable to the Baymont acquisition while
approximately 25% was due to a 10% increase in company owned La
Quinta branded RevPAR.  The remaining revenue increase was
primarily due to an increase in franchise fees, partially offset
by reduced interest income from a healthcare note receivable,
which was paid off in 2004.

Net income was $14 million for the nine months ended September 30,
2005, versus a net loss of $31 million for the same period in
2004.  The improvement from 2004 to 2005 was primarily the result
of the Baymont acquisition, improved operating performance at La
Quinta owned hotels, an increase in franchise income and a loss of
approximately $21 million related to the early retirement of debt
and an impairment charge of approximately $13 million, each in the
prior-year period.  The year-to-date financial results include
income of approximately $1 million from hotels classified as
discontinued operations.

                      Operating Results

The 10% RevPAR growth for company owned hotels for the third
quarter was driven by a 12% RevPAR growth for La Quinta branded
hotels.  The RevPAR growth for the La Quinta branded hotels was
due to an occupancy increase of 2.4 percentage points and an
average rate increase of 8%.  Prior to September, which was
impacted by Hurricanes Katrina and Rita, company owned La Quinta
branded hotels were already trending at 9% RevPAR growth with
particular strength in the Northwest with 13% RevPAR growth.  
After the hurricanes, occupancy at hotels in Texas and the Gulf
Coast significantly increased.  RevPAR for La Quinta owned hotels
in Dallas, Austin, San Antonio and Houston metropolitan areas were
up 20% for the quarter in part due to evacuees from the New
Orleans area as well as evacuees from Hurricane Rita.  RevPAR for
company owned Baymont branded hotels increased approximately 7%
during the quarter and also contributed to improved adjusted
EBITDA margin.

"Prior to the hurricanes, our results were tracking above the top
end of our RevPAR and Adjusted EBITDA expectations for the quarter
due to continuing improvements in our business," added David L.
Rea, president and chief operating officer.  "In addition, the
hurricanes brought significant increases in occupancy at our
properties in Texas and the Gulf Coast during the months of
September and October.  As a result of our strong RevPAR growth
and the positive impact of the Baymont acquisition, Adjusted
EBITDA and profit margins continued to improve."

During the third quarter, the Company added seven La Quinta and
eight Baymont franchise hotels to its system.  As of Sept. 30,
2005, the Company had 11,443 La Quinta branded franchise rooms
(139 hotels) and 9,239 Baymont branded franchise rooms (106
hotels).  In addition, the Company also executed a record number
of franchise agreements (39 agreements) during the quarter.
System-wide La Quinta branded hotel RevPAR, which includes the
results of our La Quinta franchisees, increased 13% in the third
quarter.  This performance is yet another indicator of the very
positive momentum and success of our franchising program.

             Asset Sales and Assets Held for Sale

During the quarter, the Company sold four hotels, three of which
were classified as continuing operations and one in discontinued
operations, for gross proceeds of approximately $12 million and
recognized gains on sales of approximately $4 million.  At Sept.
30, 2005, the Company had 12 hotels classified as held for sale.
Eight hotels are included in discontinued operations while four
are in continuing operations as we expect the buyer to convert the
hotels to the Baymont brand.  The net book value of assets held
for sale is approximately $32 million.

                    Hurricanes Impact

The Company has eight company owned hotels (2% of total company
owned properties) in the greater New Orleans area that were
affected by Hurricane Katrina.  Two properties suffered severe
damage and may not be restored to service.  The six remaining
hotels suffered significant damage, however, the Company believes
these six properties will be substantially returned to service by
year-end.

In addition to the eight New Orleans hotels, 14 company owned
hotels in Texas, Louisiana, Mississippi, Alabama and Florida
experienced varying degrees of damage due to Hurricanes Katrina
and Rita.  Most of these hotels were substantially returned to
service by September 30, 2005.

Based on preliminary assessments, the Company estimates property
damage as a result of the hurricanes will approximate $30 million
to $40 million.  The Company believes these damages will be
substantially recovered from insurance proceeds.  Third quarter
net income reflects charges related to the hurricanes of
approximately $2 million.

Revenues include an estimated $5 million due to increased
occupancy attributable to the aftermath of the hurricanes, which
compares with approximately $2 million of additional revenue due
to hurricanes in third quarter 2004.  The amount and timing of
business interruption recoveries are uncertain and will be
recorded in future periods, in addition to potential property
gains and losses, as claims are settled with insurance carriers.

In addition to the company owned hotels damaged by the hurricanes,
11 of the Company's franchises, including five under construction,
were damaged. Damage to the units under construction will likely
affect those properties' scheduled opening dates.

La Quinta Corporation (NYSE: LQI) -- http://www.LQ.com/-- is one  
of the largest owner/operators of limited-service hotels in the
United States. Based in Dallas, Texas, the Company owns, operates
or franchises more than 600 hotels in 39 states under the La
Quinta Inns, La Quinta Inn & Suites(R), Baymont Inn & Suites(R),
Woodfield Suites(R) and Budgetel(R) brands.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Fitch Ratings has affirmed La Quinta Corp.'s issuer default rating
at 'BB-', its senior unsecured notes at 'BB-', and its preferred
stock at 'B'.  Additionally, Fitch has assigned a 'BB' rating to
the senior secured credit facility. The Rating Outlook has been
revised to Positive from Stable.

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

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


LELAND MEDICAL: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Leland Medical Centers, Inc.
        Post Office Box 251548
        Plano, Texas 75025

Bankruptcy Case No.: 05-47913

Type of Business: The Debtor designs, constructs
                  and manages short-stay hospitals.  
                  See http://lelandmedical.com
              
Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Jennifer P. Burnham, Esq.
                  The Zisman Law Firm, PC
                  1412 Main, Twenty-Third Floor
                  Dallas, Texas 75202
                  Tel: (214) 745-1300
                  Fax: (214) 720-0748

Total Assets: $12,446

Total Debts:  $9,774,433

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Paul Gresk, As Trustee        Judgment                $3,667,200
United States District Court
Southern District of Indiana
46 East Ohio Street
Indianapolis, IN 46204

Siemens Medical Solutions     Promisory Note/ Loan    $1,685,213
170 Wood Avenue South
Iselin, NJ 08807

General Electric Capital      Contingency Claim       $1,059,331
Corporation
c/o Robert Nader
324 Hyde Park Avenue
Tampa, FL 33606

Regions Bank                  Loans                     $820,600
Elmer Murphey III
Strasburger & Price, LLP
2801 Network Boulevard
Suite 600
Frisco, TX 75034

Meridian Healthcare Finance   Line of Credit            $675,484
4320 La Jolla Village Drive
Suite 250
San Diego, CA 92122

Sterling Bank                 Unpaid Jugdment           $499,000
c/o Jeffrey Sandburg
McGuire, Craddock & Strother
3550 Lincoln Plaza
500 N. Akard
Dallas, TX 75201

Affiliated Corporate          Equipment Lease           $465,099
Services, Inc.
c/o Loyd Ward
5644 LBJ Freeway, Suite 201
Dallas, TX 75240

Leaf Financial/ Creekside     Unpaid Judgment           $163,020
Capital

Whitaker, Chalk, Swindle &    Legal Services             $80,600
Sawyer

Whitaker, Chalk, Swindle &    Loan                       $78,474
Sawyer

Goodwin, Gruber LLP           Professional Fees          $64,566

Carestaff of Dallas           Contingent Lawsuit         $62,876

Philo & Wilke Architects, LLP Unpaid Services            $42,088

DVI Financial Services        Equipment Fees             $38,236

PricewaterhouseCoopers        Accounting Services        $18,150


M-WAVE INC: Restructuring Talks Continue Amid Loan Default
----------------------------------------------------------
M-Wave, Inc., disclosed in a regulatory filing with the Securities
and Exchange Commission that it is in discussions with third party
investors to restructure, acquire or reissue its debt from Silicon
Valley Bank and to provide financing to the Company.

M-Wave received a notice of default from Silicon Valley under its
loan and security agreement.  Silicon Valley agreed not to
exercise its rights and remedies resulting from the default until
the earlier of Oct. 31, 2005, or the occurrence and continuance of
any other event of default.  By that agreement, the Company also
agreed to deliver additional security to SVB in the form of:

   -- a deed of trust with respect to a property at 544 Pine
      Street, Bensenville, Illinois; and

   -- a pledge of 1,500,000 shares of common stock that the
      Company owns in Integrated Performance Systems, Inc.

As of Oct. 31, 2005, the Company owed approximately $1.9 million
outstanding under the agreement.  Without the extension, Silicon
Valley would have the right to request acceleration of the said
amount.

M-Wave, Inc. -- http://www.mwav.com/-- provides supply chain  
services and sources printed circuit boards, custom electronic
components and direct broadcasting satellite parts domestically
and from Asia.  M-Wave's Electro-Mechanical Group division (EMG)
sources high-performance printed circuit boards and custom and
engineered electronic components from original equipment
manufacturers and contract manufacturers in Asia and the US.


M-WAVE, INC: Appoints Special Committee to Review Options
---------------------------------------------------------
M-Wave, Inc. (NasdaqSC:MWAV) appointed a Special Committee of the
Board of Directors to immediately review strategic options
including the sale or merger of all or part of the Company.

In connection with this action, the Board appointed Jim Mayer, its
former Chief Executive Officer as the Interim CEO and Chief
Restructuring Officer, replacing Joe Turek, the firm's current CEO
who now assumes the role of Chief Operating Officer, but continues
as Chairman of the Board.  "Jim and I have worked well together in
the past, and this now allows us to concentrate on the areas where
we can best serve the company and its shareholders," remarked Joe
Turek.

The Special Committee of the Board is composed of independent
directors that include:

   -- Bruce Nelson, also M-Wave's chairman of its audit committee;

   -- Glenn Norem, who is chairman of its compensation committee
      and

   -- Gary Castagna, the former chairman of the audit committee.

The Special Committee will be tasked with hiring the requisite
third party professionals to effectuate the goals of a sale,
merger, or other strategic option; vetting proposals brought
forward by outsiders or insiders; reviewing alternative financing
options and assuring fairness in any transaction effectuated.

"We are committed as a company to achieving shareholder value, and
these steps we're taking are an indication that the status quo is
no longer acceptable.  We now have committed, engaged directors
and an action-oriented management ready to take appropriate
measures to streamline and boldly move the Company forward,"
stated Jim Mayer.

M-Wave, Inc. -- http://www.mwav.com/-- provides supply chain  
services and sources printed circuit boards, custom electronic
components and direct broadcasting satellite parts domestically
and from Asia.  M-Wave's Electro-Mechanical Group division (EMG)
sources high-performance printed circuit boards and custom and
engineered electronic components from original equipment
manufacturers and contract manufacturers in Asia and the US.


MACGREGOR ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: MacGregor Electric, SE
        Post Office Box 71325, Apartado 105
        San Juan, Puerto Rico 00936

Bankruptcy Case No.: 05-11884

Type of Business: The Debtor operates an electrical
                  engineering firm.

Chapter 11 Petition Date: October 14, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Winston Vidal, Esq.
                  Winston Vidal Law Office
                  Post Office Box 193673
                  San Juan, Puerto Rico 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Roger Electric                Trade Debt                $108,468
P.O. Box 3166
Bayamon, PR 00960

Internal Revenue Service      FICA                       $82,255
2 Ponce de Leon Avenue
Mercantile Plaza Building
Ninth Floor
San Juan, PR 00918

First Bank Puerto Rico        Commercial Bank Loan       $49,233
Commercial Credit Division
P.O. Box 9146
San Juan, PR 00908

Secretario de Hacienda        SUTA                       $29,977

West India Machinery &        Trade Debt                 $25,850
Supply Company

General Electric del Caribe   Trade Debt                 $19,788

Ponte Inc.                    Trade Debt                 $14,919

Powerlines Manufacturing      Trade Debt                 $13,957
Corporation

Marina Electric, Inc.         Trade Debt                 $12,470

Landa, Umpierre & Co.         Trade Debt                 $10,972

First Bank Puerto Rico        Corporate Credit Card      $10,350

Omaf Electrical Supplies      Trade Debt                  $9,894

Zona Electrica                Trade Debt                  $9,018

WESCO                         Trade Debt                  $7,680

Secretario de Hacienda        PR Income Tax               $7,236
                              Withholding

Bright Point                  Trade Debt                  $7,214

San Juan Lighting Corp.       Trade Debt                  $7,000

FS Lighting World             Trade Debt                  $6,250

Ignacio Vega                  Car Allowance               $4,800

Sandra Rodriguez              Car Allowance               $4,226


MAIN OFFICE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Main Office Supply Co.
        504 Main Street
        Coshocton, Ohio 43812

Bankruptcy Case No.: 05-78024

Type of Business: The Debtor sells office supplies and
                  owns real property.

Chapter 11 Petition Date: October 16, 2005

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, Ohio 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870

Financial Condition as of September 30, 2005:

      Total Assets:   $531,000

      Total Debts:  $1,151,446

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Konica Business Tech, Inc.       Trade debt            $127,715
500 Day Hill Road
Unionville, CT 06085

SP Richards                      Trade debt            $110,816
P.O. Box 409818
Atlanta, GA 30384

National City Bank               Lien of Credit         $34,582
P.O. Box 3038KA161J
Kalamazoo, MI 49003

Ohio Heritage Bank               Credit card             $9,320
P.O. Box 77046                   purchases
Madison, WI 53707

Chase Bank                       Credit card             $8,109
P.O. Box 15298                   purchases
Wilmington, DE 19850

Iceberg                          Trade debt              $2,205
310 Wendy Point Drive
Glendale Heights, IL 60139

Electronic Business Machines     Trade debt              $2,159
1408 Versailles Road
Lexington, KY 40504

Action                           Trade debt                $826
4120 Brockton Drive
Grand Rapids, MI 49512

Doane Keyes                      Trade debt                $695
P.O. Box 297
Peru, IN 46970

COE                              Trade debt                $476
1020 Franklin Drive
Smock, PA 15480

Arlington                        Trade debt                $432
1001 Technology Way
Libertyville, IL 60048

Lang                             Trade debt                $323
P.O. Box 162
Delafield, WI 53018

TransCon                         Trade debt                $252
P.O. Box 5062
Chatsworth, CA 91313

Educators Resource               Trade debt                $250
2575 Schillinger Road
Semmes, AL 36575

Latham                           Trade debt                $165
200 Selig Drive Southwest
Atlanta, GA 30336

Lawrence Binding                 Trade debt                $115
19970 Ingersoll Drive
Rocky River, OH 44116

Wilmer                           Trade debt                 $22
515 West Sycamore Street
Coldwater, OH 45828


MCLEODUSA INC: Overview of Prepackaged Plan of Reorganization
-------------------------------------------------------------
McLeodUSA Incorporated and its five debtor-affiliates delivered
to the Bankruptcy Court their Joint Prepackaged Plan of
Reorganization and Disclosure Statement on Oct. 28, 2005.

The principal economic terms of the Plan, Stanford Springel,
chief restructuring officer of McLeodUSA, relates, provide for
the Company's balance sheet to be restructured by:

   (a) converting Senior Prepetition Lender Claims into New
       Term Loan Notes;

   (b) converting Junior Prepetition Lender Claims into 100% of
       the New Common Stock, subject to dilution by the
       Management Stock Plan Awards; and

   (c) canceling the Company's existing Preferred Stock and
       Common Stock.

Importantly, Mr. Springel says, all other unsecured claims,
except for the claims held by landlords of a designated group of
leases of non-residential real property that the Debtors intend
to reject, are unimpaired under the Plan.  Under the Plan,
holders of the Rejected Lease Claims will be paid 100% of the
allowed amount of their claims as determined by Section 502(b)(6)
of the Bankruptcy Code.

Under the Plan, there are three classes of Impaired Claims:

   -- Class 4 Senior Prepetition Lender Claims,
   -- Class 5 Junior Prepetition Lender Claims, and
   -- Class 6 Lease Rejection Claims

There are two classes of Impaired Interests:

   -- Class 8 Old Preferred Stock Interests and Subordinated
      Claims, and

   -- Class 9 Old Common Stock Interests and Subordinated
      Claims.

All other Claims and Interests are Unimpaired:

   -- Class 1 Non-Tax Priority Claims,
   -- Class 2 Other Secured Claims,
   -- Class 3 General Unsecured Claims, and
   -- Class 7 Equity Interests in Debtors' Subsidiaries

Holders of unimpaired claims and interests will be unaffected by
the Plan.

According to Mr. Springel, the value of the Company is
significantly less than the aggregate amount of the Claims held
by the Prepetition Lenders, which Claims are secured by
substantially all assets of the Company.  The Plan essentially
provides for the transfer of ownership of the Company to the
Junior Prepetition Lenders.

At the Debtors' request, Miller Buckfire performed a valuation
analysis of Reorganized McLeodUSA.  The total enterprise value of
Reorganized McLeodUSA was assumed for the purposes of the Plan by
the Debtors, based on advice from Miller Buckfire, to be between
approximately $255,000,000 to $345,000,000 as of an assumed
Effective Date of October 31, 2005.  Based on the total
enterprise value of Reorganized McLeodUSA's business and an
assumed total debt of approximately $125,200,000, cash on hand of
$20,000,000 and potential asset sale proceeds as estimated by the
Debtors of $61,000,000, the Debtors have employed an assumed
range of equity values for Reorganized McLeodUSA of approximately
$210,800,000 to $300,800,000.  

The values are based on information available to, and analyses
undertaken by, Miller Buckfire as of September 6, 2005.

The Company, with the assistance of Alvarez & Marsal, LLC,
conducted a Liquidation Analysis to determine the dollar amount
that would be generated from the liquidation of the Company's
assets and properties in the context of a Chapter 7 liquidation
case.

After consideration of the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution to
creditors, including:

   (i) the increased costs and expenses of a liquidation under
       Chapter 7 arising from fees payable to a trustee in a
       bankruptcy and professional advisors to that trustee,

  (ii) the erosion in value of assets in a Chapter 7 case in the
       context of the expeditious liquidation required under
       Chapter 7 and the "forced sale" atmosphere that would
       likely prevail, and

(iii) the substantial increase in claims, which would need to be
       satisfied on a priority basis,

McLeodUSA has determined that confirmation of the plan will
provide each creditor and equity holder with a recovery that is
not less than it would receive pursuant to a liquidation of the
company under chapter 7 of the bankruptcy code.

                             McLeodUSA
                       Liquidation Analysis
                        As of June 30, 2005
                    (in thousands of dollars)

                                            Net
                                            Book       Estimated
Proceeds                                    Value      Recovery
--------                                    -----      ---------
Cash                                        $33,391      $33,391
Accounts Receivable - Net                    54,856       41,156
Prepaid Expenses                             14,744            -
Property, Plant & Equipment - Net           410,412       72,040
Headquarters Sale                            28,627       27,300
ATS Sale                                     15,386       20,500
Other Long term Assets                      116,587        7,360
                                           --------    ---------
Total Proceeds                             $674,002     $201,746
                                           --------    ---------

Costs & Fees
Wind Down Operating Costs                                  4,393
Trustees Fees                                              3,367
Professional Fees                                          8,500
Employee Retention Bonuses                                 8,278

Total Costs & Fees                                        24,538
                                                       ---------
Proceeds Available for Payment of Claims                $177,208
                                                       =========

                                        Claim     Estimated
                                        Value     Recovery     %
                                     ----------   ---------  ----
Secured Claims:
Senior Pre-Petition Lender Claims
  Exit Facility                        $108,355    $108,355  100%
Junior Pre-Petition Lender Claims
  Revolver (includes accrued interest)  155,842      15,230   10%
  Tranche A (includes accrued interest) 156,677      15,312   10%
  Tranche B (includes accrued interest) 392,003      38,311   10%
                                       --------    --------
Total                                  $704,522     $68,853   10%

Proceeds Available for Payment of
General Unsecured Creditors                              $0
                                                   ========

General Unsecured Claims:
Severance                                 6,837           -    0%
Trade Payables                           36,706           -    0%
Customer Deposits                         2,900           -    0%
Lease Rejection Claims                   65,911           -    0%
Asset Retirement Obligations             62,300           -    0%
Other Current Liabilities                85,700           -    0%
                                       --------    --------
                                       $260,354           -    0%

Proceeds Available for Payment
of Equity Holders                                        $0    0%
                                                   ========

The Debtors have already sent a copy of the Disclosure Statement
describing, among other things, the proposed reorganization and
its effects on holders of claims against and interests in the
Debtors, the Plan, and ballots, to each known creditor that was
entitled to vote on the Plan.

The Debtors established October 28, 2005, as the deadline for
receipt of votes to accept or reject the Plan.

"The solicitation was an overwhelming success.  With respect to
Class 4 (Senior Prepetition Lender Claims), approximately 100% in
amount and 100% in number voted to accept the Plan.  With respect
to Class 5 (Junior Prepetition Lender Claims), approximately
97.0% in amount and 97.3% in number voted to accept the Plan,"
Mr. Springel relates.

A full-text copy of the Joint Prepackaged Plan is available for
free at http://bankrupt.com/misc/McLeodUSAPLAN.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/McLeodUSADisclosureStatement.pdf

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. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Will Sell Headquarters to Aegon Affiliate
--------------------------------------------------------
McLeodUSA Incorporated, one of the nation's largest independent,
competitive telecommunications services providers, has reached an
agreement to sell its Technology Park corporate headquarters at
6400 C Street SW in Cedar Rapids to Life Investors Insurance
Company of America, an AEGON USA Inc. affiliate.  The transaction,
valued at approximately $27 million, is expected to close by the
end of the year, subject to customary closing conditions and
receipt by McLeodUSA of required bankruptcy court approvals.
McLeodUSA employees currently working at its Technology Park
campus will relocate to a leased facility owned by AEGON and
located at One Martha's Way in Hiawatha, Iowa.  The relocation is
expected to be completed during second quarter 2006.

"Based on our current business strategy, a smaller facility
that continues to provide a professional business environment for
our employees simply makes good economic sense," stated Joe
Ceryanec, acting Chief Financial Officer of McLeodUSA.  "Proceeds
from the sale of our headquarters building will be used to pay
down a portion of the $100 million term debt facility the Company
intends to enter into upon completion of its restructuring."

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. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000).


METABOLIFE INT'L: Gordon & Rees Approved as Trademark Counsel
-------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of California
authorized Metabolife International, Inc., and its subsidiary,
Alpine Health Products, LLC, to employ the law firm of Gordon &
Rees, LLP, as their trademark counsel.

The Debtors chose Gordon & Rees as their trademark counsel because
of the Firm's extensive experience and knowledge of intellectual
property issues, including federal, state, and international
prosecution, compliance and enforcement requirements.  John L.
Haller, Esq., the lead attorney in this engagement, has acted as
the Debtors' special trademark and intellectual property counsel
for over 10 years.

Gordon & Rees will render legal services relating to maintaining
the Debtors' trademark and other intellectual property rights,
including:

     a) prosecution of state, federal, and international
        trademark, copyrights and patents;

     b) maintaining records and file of applications and
        registrations;

     c) providing representation with respect to oppositions and
        cancellations of trademark applications and registrations
        in Federal and International jurisdictions; and

     d) retaining associates to assist in the prosecution of
        International Applications and Registrations in
        respective countries.

Gordon & Rees' attorneys and professionals expected to be
primarily involved in the Debtors' chapter 11 cases and their
hourly rates are:

        Professional                       Hourly Rate
        ------------                       -----------
        John L. Haller, Esq.                  $350
        Kelly Solomon, Paraprofessional       $175

Gordon & Rees will bill its services and costs to Metabolife, the
parent company.  The billings will include costs and fees of
necessary foreign Associates retained to assist in prosecution of
International Applications and Registrations in their respective
countries.  The Debtors estimate unbilled services from the
foreign Associates at $32,400.

A list of the Debtors' pending foreign trademark cases is
available for a fee at http://ResearchArchives.com/t/s?162  

The Debtors assured the Bankruptcy Court that Gordon & Rees does
not hold any interest adverse to the Debtors or their estates and
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

Founded in 1974 in San Francisco, Gordon & Rees --
http://www.gordonrees.com/-- has become a dynamic presence in the  
West with more than 265 attorneys in nine offices. The Firm's
growth has been fueled by a reputation for success and an
unfailing commitment to excellence.  The Firm's attorneys have
successfully litigated through trial, arbitration and appeal and
enjoy a national reputation for coordinating, managing and trying
multi-party and multi-case litigation.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MMRENTALSPRO LLC: La Salle OKs Use of Cash Collateral to Nov. 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Of Tennessee,
Southern Division, approved LaSalle Bank National Association'
request to extend, until Nov. 10, 2005, the terms of the Third
Interim Cash Collateral Order allowing MMRentalsPro, LLC, to
access its cash collateral.

LaSalle Bank serves as Trustee for holders of Morgan Stanley
Capital I Inc. Commercial Mortgage Pass-Through Certificates
Series 2004-HQ4.  GMAC Commercial Mortgage Corporation acts as
LaSalle Bank's special servicer.

Nelwyn Inman, Esq., at Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC, asked for the extension after the Bankruptcy Court
postponed the Oct. 27 final hearing to consider the Debtor's cash
collateral motion.  The Bankruptcy Court moved the hearing after
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz withdrew as
the Debtor's counsel.

The hearing for a final order allowing the Debtor's use of cash
collateral is scheduled at 2:30 p.m., on Nov. 10, 2005.

           Third Interim Cash Collateral Order

The Hon. R. Thomas Stinnett issued the third interim order
allowing the Debtor to access LaSalle Bank's cash collateral on
Sept. 16, 2005.

LaSalle Bank holds a first priority perfected security interest in
certain of the Debtor's assets pursuant to a prepetition loan
originally issued by CW Capital, LLC.  As of the petition date,
the outstanding principal balance and accrued interest due and
owing under the loan was approximately $13.5 million.  

The loan is secured by, among other things, a Deed to Secure Debt,
Assignment of Rents and Security Agreements dated Aug. 4, 2004.  
The properties secured by the deed include three apartment
complexes located in Whitfield County, Georgia.

The Bankruptcy Court limited the use of cash collateral for
payments to Lincoln Apartment Management LP and other necessary
costs and expenses outlined in an approved budget.  Lincoln
manages the Debtors apartment complex.

As adequate protection for use of the cash collateral, La Salle
was granted:

     a) continuing liens and security interests under the terms
        and conditions of the original loan agreement; and

     b) a replacement first priority perfected security interest  
        in all collateral generated post petition pursuant to
        Section 361(2) of the Bankruptcy Code.

The Debtor was also required to deposit to an escrow account held
by GMAC all amounts due but not yet payable for property taxes,
insurance, licenses and permits.

Headquartered in Chattanooga, Tennessee, MMRentalsPro, LLC, and
its owner, Roy Michael Malone, Sr., filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Tenn. Case No 05-13814).  
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated less
than $50,000 in assets and between $10 million to $50 million in
debts.


MORTGAGE ASSET: Fitch Assigns BB Rating to $2.14-Mil Cert. Class
----------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc. $113.4 million
MASTR Specialized Loan Trust 2005-03, mortgage pass-through
certificates, is rated by Fitch Ratings:

     -- $93,761,494 class A-1 and A-2 senior certificates 'AAA';
     -- $8,346,000 class M-1 'AA';
     -- $4,462,000 class M-2 'A';
     -- $2,318,000 class M-3 'BBB+';
     -- $1,275,000 class M-4 'BBB';
     -- $1,101,000 class M-5 'BBB-';
     -- $2,144,000 class B 'BB'.

Credit enhancement for the 'AAA' class A-1 and A-2 certificates
reflects the 19.58% subordination provided by classes M-1, M-2,
M-3, M-4, M-5 and B, as well as initial overcollateralization and
monthly excess interest.  Credit enhancement for the 'AA' class
M-1 certificates reflects the 12.34% subordination provided by
classes M-2, M-3, M-4, M-5 and B, initial OC and monthly excess
interest.  Credit enhancement for the 'A' class M-2 certificates
reflects the 8.48% subordination provided by classes M-3, M-4, M-5
and B, initial OC and monthly excess interest.

Additionally, credit enhancement for the 'BBB+' class M-3
certificates reflects the 6.47% subordination provided by classes
M-4, M-5 and B, initial OC and monthly excess interest.  Credit
enhancement for the 'BBB' class M-4 certificates reflects the
5.36% subordination provided by classes M-5 and B, initial OC and
monthly excess interest.

Furthermore, credit enhancement for the 'BBB-' class M-5
certificates reflects the 4.41% subordination provided by class B,
initial OC and monthly excess interest.  Credit enhancement for
the 'BB' class B certificates reflects the 2.55% subordination
provided by initial OC and monthly excess interest.

In addition, the ratings on the certificates reflect the quality
of the underlying collateral, and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$115,380,829.

As of the cut-off date, Oct. 1, 2005, the mortgage loans had a
weighted average original loan-to-value ratio of 82.33%, current
loan-to-value ratio of 77.25%, weighted average current FICO score
of 623, weighted average coupon of 6.995%, and an average
principal balance of $124,065.  Single-family properties account
for approximately 74.27% of the mortgage pool, two- to four-family
properties 9.27%, and condos 7.03%.  Owner occupied properties
make up 89.05% of the pool.  The three largest state
concentrations are California, New York, and Texas.

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'
and Feb. 23, 2005 entitled 'Fitch Revises RMBS Guidelines for
Antipredatory Lending Laws', available on the Fitch Ratings Web
site at http://www.fitchratings.com/

Mortgage Asset Securitization Transactions, Inc. deposited the
loans into the trust, which issued the certificates, representing
beneficial ownership in the trust.  For federal income tax
purposes, the Trust Fund will consist of multiple real estate
mortgage investment conduits.  Deutsche Bank National Trust
Company will act as trustee. GMAC Mortgage Corporation, rated
'RSS1-' by Fitch, and Wells Fargo Bank N.A., rated 'RSS2', will
act as servicers for this transaction, with Wells Fargo Bank N.A.,
rated 'RMS1,' acting as master servicer.


NANOMAT INC: Ch. 11 Trustee Taps Debra Parrish as Special Counsel
-----------------------------------------------------------------
Joseph L. Cosetti, the chapter 11 Trustee in Nanomat, Inc.'s
chapter 11 case, asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania for permission to employ Debra M.
Parrish, Esq., as his special counsel.

Ms. Parrish will litigate and pursue patent applications and file
all documents necessary to preserve the Debtor's patents.  She
will continue to respond to questions posed by [Nanomat's co-
founder,] Dr. [Srikanth] Ragunathan, and will help to assess tasks
that need to be done to maximize the value of the portfolio.

Ms. Parrish will be paid $250 per hour for her services, while her
paralegal will bill $75 per hour.

Mr. Cosetti believes that Ms. Parrish does not have any interest
materially adverse to the Debtor's estate.

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc.
-- http://www.nanomat.com/-- is a leading manufacturer of   
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.   
When the Debtor filed for protection from its creditors, its
estimated assets and debts from $10 million to $50 million.


NERVA LTD: Waning Credit Spurs Fitch to Junk $315-Mil Class Notes
-----------------------------------------------------------------
Fitch Ratings downgrades one class of notes issued by Nerva Ltd.  
In addition, the class A notes have been removed from Rating Watch
Negative.  This downgrade is effective immediately:

     -- $315,446,337 class A notes to 'CC' from 'CCC'.

This rating action is a result of declining credit enhancement
stemming from increasing diversions of principal dollars to pay
interest to the class A noteholders.  Over the last four payment
periods approximately $2.1 million of interest shortfalls to the
class A noteholders was paid with principal dollars received from
amortizing reference assets.  Although the class A noteholders
will continue to receive interest for the foreseeable future, the
principal diversions will further impair ultimate recovery.

Regarding the remaining reference assets, the credit quality has
generally stabilized; however, Nerva does have exposure to a
Northwest Airlines equipment trust, which composes approximately
6% of the remaining $201 million reference portfolio.

In addition, the portfolio has amortized considerably, resulting
in approximately $100 million in principal redemption of the class
A notes since the last rating action.  No credit events have been
called since the last rating action.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/ For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


NESCO INDUSTRIES: Balance Sheet Upside-Down by $4.72M at April 30
-----------------------------------------------------------------
Nesco Industries, Inc., delivered its annual report on Form 10-KSB
for the fiscal year ending April 30, 2005, to the Securities and
Exchange Commission on October 24, 2005.  

The Company reported a $7,884,018 net loss on $738,498 of net
revenues for the year ending April 30, 2005.  At April 30, 2005,
the Company's balance sheet shows $1,707,374 in total assets and a
$4,718,722 stockholders deficit.  

Rothstein, Kass & Company, P.C., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern, pointing to:

   * cumulative losses of approximately $18,569,000  since
     inception;

   * a working capital deficit of approximately $6,048,000; and  

   * a stockholders' deficit of approximately   $4,719,000  as  of  
     April 30, 2005.   

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2a3

Nesco Industries, Inc., develops, manufactures and markets high
water content, electron beam cross-linked, aqueous polymer
hydrogels used for wound care, medical diagnostics, transdermal
drug delivery and cosmetics.


NEW WORLD: Walking Away from 128 Unexpired Leases & Contracts
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District Of Pennsylvania
gave New World Pasta Company and its debtor-affiliates authority
to reject 128 executory contracts and unexpired non-residential
real property leases, effective Sept. 16, 2005.

The Debtors' counsel, Robert J. Bein, Esq., at Saul Ewing LLP,
told the Bankruptcy Court that the proposed rejection will
advance the Debtors' reorganization and is in the best interests
of their estates.

The Court has set the supplemental bar date for the filing of
rejection damages claims for Nov. 6, 2005.

A list of the executory contracts and unexpired leases to be
rejected is available for free at:

           http://researcharchives.com/t/s?1a9  

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the      
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


NORTHWEST AIRLINES: Interline Pacts Approved on Final Basis
-----------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York gave Northwest Airlines Corporation and its
debtor-affiliates authority, on an interim basis, to assume
certain interline traffic agreements, industry-standard agreements
and related clearinghouse agreements, and immediately satisfy
certain prepetition obligations pending assumption of these
agreements.

The Debtors also sought permission to satisfy certain obligations
to other airlines that are settled through airline clearinghouses
and certain prepetition frequent flyer obligations to other
airlines.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, told Judge Gropper that the Debtors' Interline Traffic
Agreements with other carriers are an essential part of their
transportation services.  These arrangements facilitate
cooperation among airlines with respect to critical activities as
making reservations and transferring passengers, freight, baggage
and mail between airlines.

The Interline Traffic Agreements are the most basic level of
inter-airline coordination and cooperation agreements.  They do
not cover other relationships among airlines, like code sharing,
mutual acceptance of frequent flyer programs or other marketing
arrangements.

A non-exclusive list of the Debtors' Interline Traffic Agreements
is available at no charge at http://ResearchArchives.com/t/s?1d3

The Debtors' Industry Agreements facilitate transactions under
the Interline Traffic Agreements and also provide for fare
publication, appointment of travel agencies, and foreign currency
clearing procedures.  The Related Clearinghouse Agreements allow
the Debtors to effectuate transactions under the Interline
Traffic Agreements and certain other agreements.

The Debtors have a number of relationships with other airlines
under which obligations are settled through the Clearinghouses.  
These relationships include, but are not limited to, the SkyTeam
Alliance, certain aspects of the Debtors' alliance agreements
with KLM, the Debtors' alliance agreements with Delta and
Continental Airlines, and various code share agreements with
other airlines.

A non-exclusive list of the Debtors' Industry Agreements and
Related Clearinghouse Agreements is available at no charge at
http://ResearchArchives.com/t/s?1d4

Mr. Zirinsky contended that any interruption or cessation of the
Debtors' ability to make and receive payments through the
Clearinghouses could precipitate a disruption in performance
under the Interline Traffic Agreements, and thus could have a
material adverse effect on the Debtors' businesses and jeopardize
their prospects for successful reorganization.

According to Mr. Zirinsky, certain services under the Interline
Traffic Agreements, Industry Agreements, and Related
Clearinghouse Agreements are the equivalent of industry wide
"utility" services for which there is no readily available
alternative.

                 Debtors Will Pay Obligations

The Debtors believe that they are current with respect to
payments under the agreements to be assumed and, therefore, are
not required to provide adequate assurances of their future
performance under the agreements.  

However, out of an abundance of caution, the Debtors need
authority, but not the direction, to pay any prepetition amounts
owed under these agreements pending the Court's approval of the
assumption of the agreements.

The Debtors want to ensure a seamless transition into Chapter 11
for their customers, whose traveling experience in many instances
depends on the cooperation of the airlines under the Interline
Traffic Agreements, Industry Agreements and Related Clearinghouse
Agreements.

The Debtors' estimated net obligations owed to other airlines as
of the Petition Date:

          Agreement                     Net Obligations
          ---------                     ---------------
          SkyTeam Agreements              $57,000,000
          Code share Agreements           $22,000,000
          Frequent Flyer Agreements           $38,000

Without the discretion to pay certain undisputed prepetition
obligations to other airlines, the Debtors believe that:

   (i) their future revenue could suffer and their ability to
       serve their customers' needs and continue to operate
       within the airline industry and, thus, reorganize, could
       be in jeopardy; and

  (ii) the counterparties may not have any incentive to continue
       to provide services to the Debtors or may attempt
       unilateral self-help measures, including set-off or
       recoupment, to protect their interests.

Regardless of whether those actions are legally proper, Mr.
Zirinsky told Judge Gropper that any disruption in the Debtors'
businesses, even for a short time, could be harmful to the
necessary goodwill of their customers.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the    
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Parties Balk at Maintenance & Service Fees
--------------------------------------------------------------
As previously reported, Judge Gropper of U.S. Bankruptcy Court for
the Southern District of New York authorized Northwest Airlines
Corp. and its debtor-affiliates to:

   1.  pay any undisputed prepetition claims that have given or
       could give rise to Liens or Interests against the Debtors'
       property, regardless of whether the Outside Maintenance
       and Service Providers, Shippers, or Contractors already
       have perfected the Liens or Interests; and

   2.  honor Maintenance Contracts and Pass Through Projects in
       the ordinary course of their business.

                        Parties Object

A. Wells Fargo

Wells Fargo Bank, National Association, is the indenture trustee
under a Trust Indenture dated as of June 1, 2001, with
Metropolitan Airports Commission, as amended by the First
Supplemental Trust Indenture dated as of January 1, 2005,
pursuant to which $136,355,000 in Series 2001A and 2001B bonds,
and $26,500,000 in Series 2005A bonds were issued for the
construction and development of certain special facilities at the
Minneapolis-St. Paul International Airport.

Pursuant to the terms of the Trust Indenture, MAC delivered and
pledged certain proceeds of the Special Facilities Bonds to Wells
Fargo, which proceeds were placed in a construction account.
Wells Fargo has a first priority, perfected security interest in
and lien on the Construction Account and its proceeds.

The Construction Account currently contains $6.4 million,
Eric A. Schaffer, Esq., at Reed Smith LLP, in Pittsburgh,
Pennsylvania informs the Court.

According to Mr. Schaffer, the parties have agreed that the
Debtors have no interest in the Construction Funds, and the Funds
are not property of the estate.

Wells Fargo is concerned that the construction and development of
the Special Facilities may be a Pass Through Project; the Debtors
are not clear on this.  If so, Wells Fargo would be compelled to
pay contractors working on the Special Facilities from the
Construction Fund.

Wells Fargo contends that it cannot and should not be compelled
to fund the construction of the Special Facilities from the
Construction Fund because:

   (a) pursuant to Section 363 of the Bankruptcy Code:

       * the Debtors have no interest in the Construction Fund,
         therefore, cannot use the funds; and

       * were the Court to hold that the Construction Funds are
         cash collateral, Wells Fargo has not consented to its
         use, and the Debtors have not offered any adequate
         protection for the use of it;

   (b) pursuant to Section 365(c)(2), to the extent that the
       transactions may be characterized as a financial
       accommodation, they cannot be assumed by the Debtors; and

   (c) pursuant to the terms of the Trust Indenture and related
       bond documents, MAC is in default, inter alia, because of
       failure to pay the October 1, 2005 payment in full, and
       the filing of the Debtors' bankruptcy cases.  As a result,
       Wells Fargo is not required to release funds from the
       Construction Fund.

B. AeroThrust Corporation

Before the Petition Date, AeroThrust Corporation and Northwest
Airlines, Inc., entered into a contract pursuant to which
AeroThrust agreed to repair certain jet engines Northwest
delivers to AeroThrust.  

Steven R. Popofsky, Esq., at Gersten Savage, LLP, in New York,
tells the Court that Northwest owes AeroThrust in excess of
$2,000,000 under the Contract on account of prepetition and
postpetition repairs.  AeroThrust asserts perfected mechanics'
liens against certain of the engines under applicable Florida
law.

Mr. Popofsky notes that business realities and financial
hardships could cause a service provider to fail in its
compliance with on-going obligations to Northwest.  Hence,
AeroThrust asks the Court not to invalidate a payment made to it
by Northwest merely because AeroThrust validly and legally fails
to comply with or withholds services under a pending executory
contract.  

AeroThrust also seeks clarification that, if a payment were
somehow recoverable as an unauthorized postpetition transfer:

   -- a service provider does not sacrifice its valid secured
      claim if it had that claim prior to payment.

   -- the amount recoverable is only the prepetition portion of
      the payment.

Moreover, AeroThrust seeks permission to retain possession of the
remaining engines pending payment, without forfeiting the payment
it received from Northwest in respect of other engines.

                          *     *     *

The Court grants the Debtors' request on a final basis.  The
Court, however, clarifies that:

    -- to the extent the Debtors later seek to avoid and recover
       a payment made, the payment is only recoverable from the
       applicable Outside Maintenance & Service Provider, Shipper
       or Contractor and only to the extent that it was made on
       account of a prepetition claim;

    -- to the extent the Debtors redeem property claimed to be
       subject to a lien, the Final Order will not be deemed to:

       * impair the Maintenance Provider's right to continue
         asserting a secured claim over the assets remaining in
         its possession; or

       * prejudice the Maintenance Provider for continuing to
         assert the claim; and

    -- nothing in the Final Order compels Wells Fargo Bank and
       U.S. Bank, National Association, as indenture trustees, or
       any other third party to make any payment or to release or
       disburse any funds from any construction funds or other
       funds in its possession or control.

Northwest Airlines Corporation -- http://www.nwa.com/-- is     
the world's fourth largest airline with hubs at Detroit,  
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and  
approximately 1,400 daily departures.  Northwest is a member of  
SkyTeam, an airline alliance that offers customers one of the  
world's most extensive global networks.  Northwest and its travel  
partners serve more than 900 cities in excess of 160 countries on  
six continents.  The Company and 12 affiliates filed for chapter  
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.  
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in  
Washington represent the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed $14.4 billion in total assets and $17.9  
billion in total debts.  (Northwest Airlines Bankruptcy News,  
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN IND: Court Enjoins Utilities from Suspending Service
---------------------------------------------------------------
Section 366 of the Bankruptcy Code provides that within 20 days
after the commencement of a bankruptcy case, a utility may not
alter, refuse, or discontinue service to, or discriminate against,
a debtor solely on the basis of the commencement of its bankruptcy
case or the failure of the debtor to pay a prepetition utility
bill.  Following the 20-day period, however, utility companies
arguably may discontinue service if the debtor does not provide
adequate assurance of its future performance of
postpetition obligations to them.

In this regard, O'Sullivan Industries Holdings, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Northern
District of Georgia to:

   a) prohibit the Utility Companies from altering, refusing,
      or discontinuing Utility Services solely on account of
      prepetition invoices;

   b) deem the Utility Companies adequately assured, without the
      need for payment of additional deposits or security;

   c) establish procedures for determining requests for  
      additional adequate assurance;

   d) provide that, if a Utility Company timely requests
      additional adequate assurance that the Debtors believe is
      unreasonable, then, at the request of the Utility Company,
      the Debtors will promptly file a motion for determination
      of adequate assurance of payment and set the motion for a
      hearing;

   e) provide that any Utility Company that does not timely
      request additional adequate assurance, will be deemed to be
      adequately assured; and

   f) provide that, in the event that a Determination Motion
      is filed or a Determination Hearing is scheduled, any
      objecting Utility Company will be deemed to have adequate
      assurance of payment under Section 366, without the need
      for payment of additional deposits or other securities
      unless a Court order to the contrary is entered in
      connection with the applicable Determination Motion or
      Determination Hearing.

"Permitting the Utility Companies to terminate Utility Services on
the 21st day after the Petition Date would be severely disruptive
to the Debtors' business and substantially harm the Debtors'
efforts to expeditiously restructure their business affairs,"
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes &
Stout, P.A., in Atlanta, Georgia, contends.  "To avert such harm,
the Debtors could be required unnecessarily to pay potentially
substantial sums demanded by the Utility Companies to avoid the
cessation of necessary Utility Services."

Mr. Cifelli attests that the Debtors have had an excellent payment
history with the Utility Companies.  There are no material,
ongoing defaults or arrearages with respect to any
Utility Service invoices, he says.  Furthermore, Mr. Cifelli
assures the Court that the Debtors will continue to pay all
postpetition obligations, including utility bills, as billed and
when due.

Before the Petition Date, the average monthly cost of the
Debtors' Utility Services was $300,000.  The Debtors expect that
there will be no material deviations from the monthly figures in
the future.

Thus, Mr. Cifelli notes that adequate assurance of payment to the
Utility Companies is evident in the Debtors' Chapter 11 cases, as
the Debtors have sufficient availability of funds with which to
pay all postpetition utility charges.

Mr. Cifelli assures the Court that Adequate Assurance will not
prejudice the right of any Utility Company to request in writing
additional assurance within a given period, and that any burden of
proof will remain unaffected by the Court's initial approval of
the Debtors' proposal.

                          *     *     *

The Court 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 IND: Wants to Assume AFCO Premium Finance Agreement
--------------------------------------------------------------
In the ordinary course of business, O'Sullivan Industries
Holdings, Inc., and its debtor-affiliates maintain insurance
coverage, including policies covering workers' compensation and
employer's liability, general liability, employee benefit
liability, and pollution legal liability.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells the U.S. Bankruptcy Court for the
Northern District of Georgia that maintaining the Insurance
Policies is necessary to ensure the continued operation of the
Debtors' business and to protect the value of their assets.  "It
is not uncommon for a large company to enter into premium
financing arrangements as a cost-spreading measure to ensure the
maintenance of adequate business insurance coverage,"
Mr. Cifelli relates.

To reduce the burden of funding the premiums of the Insurance
Policies in advance and to allow for better management of the
costs of the Insurance Policies, the Debtors entered into a
premium finance agreement with AFCO Premium Credit LLC.

Under the Premium Finance Agreement, the Debtors financed
$3,790,049 in insurance premiums for the Insurance Policies,
payable by an advance payment of $758,010 and nine monthly
installments of $343,919.  The payments commenced on July 30,
2005.  Interest rate under the Premium Finance Agreement is
4.978%

Mr. Cifelli attests that the Debtors are current on their
obligation under the Premium Finance Agreement and expect to have
sufficient liquidity to make all future payments.  As of
October 2, 2005, Mr. Cifelli notes that the outstanding balance
under the Premium Financing Agreement was $2,063,515.

As security for the total amount payable under the Premium
Finance Agreement, the Debtors assigned to AFCO a security
interest in the unearned premiums and dividends that may become
payable under the Insurance Policies and any interest that may
arise under any state insurance guaranty fund relating to any of
the Insurance Policies.  AFCO may cancel the Premium Finance
Agreement and the Insurance Policies in the event the Debtors fail
to make any required payments under it.

By this motion, the Debtors seek the Court's authority to assume
the Premium Finance Agreement with AFCO effective as of the
Petition Date.

The Debtors believe that the Premium Finance Agreement is
favorable and that, were they to reject the Premium Finance
Agreement, they would not be able to enter into another premium
finance agreement on materially better terms.

Mr. Cifelli assures the Court that assuming the Premium Finance
Agreement would not submit any of the Debtors' creditors or other
parties-in-interest to any economic or other risks different than
those that have previously been accepted by the creditors and
parties, as the Premium Financing Agreement is merely a mechanism
to finance the Debtors' extensive business insurance requirements.

By contrast, Mr. Cifelli notes, if the Debtors were to discontinue
payments under the Premium Finance Agreement, they would risk
possible cancellation of the Insurance Policies.
"In the event of such cancellation, the Debtors' business
operations and the Debtors' creditors and other parties-in-
interest would face significant risks, including potentially the
cessation of the Debtors' operations," he maintains.

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)


PARKWAY HOSPITAL: Wants Plan Filing Period Stretched to March 1
---------------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the time within which it
has the exclusive right to file a plan of reorganization and
solicit acceptances of that plan.

The Debtor wants its exclusive plan-filing period extended to
March 1, 2006, and its exclusive period to solicit plan
acceptances to May 1, 2006.

The Debtor tells the Bankruptcy Court that it has been unable to
formulate a plan of reorganization because of the demands dealt
by:

     a) significant employee issues, including negotiations with
        the union and certain benefit issues;

     b) negotiations with its Official Committee of Unsecured
        Creditors

     c) executory contract and lease issues;

     d) negotiations with certain significant government
        litigation creditors; and

     f) negotiations with potential lenders.

At present, the Debtor is continuing the administration of its
chapter 11 case and the negotiations with various creditor
constituencies for a consensual plan of reorganization.  The
extension will also give the Debtor sufficient time to analyze the
claims asserted against the estate.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PENN NATIONAL: Reports $55.4 Million Net Income in Third Quarter
----------------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq) reported third quarter
$19.1 million of pre-tax expenses related to the impact of
Hurricane Katrina on two gulf coast properties and an after-tax
gain of $35.6 million comprised of a loss from discontinued
operations ($2.3 million) and a gain on the sale of Hollywood
Casino Shreveport ($37.9 million).  Excluding these expenses and
gains, Penn National Gaming reported adjusted diluted earnings per
share of $0.37 for the three months ended September 30, 2005.

For the third quarter, the company reports $294.6 million in net
revenues, $78.6 million in EBITDA, and $55.4 million in net
income.  

Commenting on the results, Peter M. Carlino, Chief Executive
Officer of Penn National said, "We entered the third quarter
focused on moving forward our plans for growth and expansion.    
While we were successful in this effort, responding to the impact
of Hurricane Katrina on our gulf coast employees and properties
became our immediate priority.   In the wake of the storm, we
quickly launched efforts to locate and provide assistance to our
nearly 2,000 employees and their families who were affected by
this natural disaster.  I am extremely proud of the results Penn
National employees achieved on this front.  Through their tireless
efforts and generosity we were able to address the immediate needs
-- such as financial aid, food, clothing, counseling and job
placement assistance -- of those affected.

"Fortunately, with a broad portfolio of regionally diversified
properties, despite Hurricane Katrina, Penn National generated
record third quarter net revenues, EBITDA and adjusted diluted
EPS.  Penn National's Baton Rouge property delivered particularly
strong third quarter results as property management and employees
accommodated increased traffic in the aftermath of the hurricane.  
In addition, Charles Town, Hollywood Casino-Aurora and the Casino
Rama Management contract each posted double digit percentage
increases in EBITDA compared to the same period last year.

"Near the close of the quarter, Penn National secured the final
regulatory approvals required to complete its acquisition of
Argosy Gaming Company and completed the acquisition on the first
business day of the fourth quarter.  While we would have preferred
to have secured regulatory approvals without divesting any
properties, we remain enthusiastic about the financial and
strategic benefits of completing this acquisition.  Taking into
account the potential sale of two Illinois properties and the
recently completed sale of Argosy Casino-Baton Rouge, this
accretive transaction further diversifies the Company's regional
operating base as well as its sources of revenue and cash flow and
brings two additional growth opportunities to the three expansion
initiatives already being pursued by Penn National.

"Penn has established an outstanding, multi-year,
multi-jurisdictional visible pipeline of growth opportunities.  
These projects, outlined below, adhere to our return on investment
criteria as well as our preference to invest in lower-penetrated,
higher growth markets."

Mr. Carlino concluded, "Provided we don't identify additional
accretive development or expansion projects and factoring in
prudent maintenance cap-ex spending, Penn National plans to be in
a position to generate prodigious amounts of free cash flow in
early 2007, which can be applied to debt reduction.  As such, and
despite the impact of the hurricane, we remain extremely confident
in our ability to continue delivering financial growth in upcoming
periods as well as longer-term.  We are initiating 2005 fourth
quarter guidance today based on our existing continuing
operations."

                       Financial Guidance

   * Casino Magic - Bay St. Louis and Boomtown Biloxi remain
     closed throughout the fourth quarter of 2005 and will have no
     impact on reported EBIDTA;

   * Although Penn National Gaming will receive insurance proceeds
     resulting from the hurricane damage incurred at Casino Magic
     - Bay St. Louis and Boomtown Biloxi, the Company can not
     presently predict the amount or the timing of such payments
     and as such these proceeds are excluded from guidance;

   * The results of the five recently acquired Argosy Gaming
     properties will be included in continuing operations as the
     accounting standards for treating properties as "assets held
     for sale" will not be met in the fourth quarter of 2005;

   * The opening of Hollywood Slots-Bangor in early November 2005;

   * The company will take a $1.4M charge for early extinguishment
     of debt related to the termination of the Company's previous
     senior credit facility which was replaced by the financing
     used to fund the Argosy Gaming Company acquisition;

   * Includes $960 million in LIBOR swaps at a blended rate of
     4.71%;

   * Assumes the LIBOR spread on the Company's new $1.65 billion
     Senior Credit Term B facility will step down to 175bps from
     200 bps in November based on the terms of its credit
     facility;

   * The Company will take a 2005 fourth quarter non-cash pre-tax
     charge of $4.3 million relative to pre-construction
     activities at Penn National Race Course.  The after tax
     effect of the charge is expected to approximate $2.7 million;

   * Anticipated results do not include any charges for future or
     prior stock option grants, although it is expected that the
     Company will incur such charges, when the Company adopts FASB
     123R in the first quarter of 2006;

   * The Company will have approximately 86.4 million diluted
     shares outstanding as of December 31, 2005;

   * The reported net proceeds from the recently completed sale of
     Argosy Casino-Baton Rouge reflect taxes and transaction
     costs; therefore, the financial guidance does not include an
     impact or benefit from this transaction;

   * The effective tax rate for federal, state and local income
     taxes for the fourth quarter 2005 and full year 2005 will be
     39% and 37.1%; and,

   * There will be no material changes in economic conditions,
     applicable legislation or regulation, world events or other
     circumstances beyond our control that may adversely affect
     the Company's results of operations.

                      Argosy Gaming Company
                        Operating Results
            for Three Months Ended September 30, 2005

On October 3, 2005, Penn National Gaming completed the acquisition
of Argosy Gaming Company with the transaction treated for
accounting purposes as effective October 1, 2005.  The tables
below summarize the operating performance of the Argosy Gaming
Company properties during the three-month period ended
September 30, 2005.  Although Penn National Gaming did not own
Argosy Gaming Company during the three month period ended
September 30, 2005, the Company believes this data is useful to
investors in considering the value this transaction brings to Penn
National.  As previously disclosed, Penn National Gaming completed
the sale of Argosy Casino-Baton Rouge on October 25 and is
currently required by the Illinois Gaming Board to have definitive
sales agreements for Argosy Casino-Alton and the Empress Casino
Joliet by December 31, 2006.

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates fifteen facilities in thirteen
jurisdictions including Colorado, Illinois, Indiana, Iowa,
Louisiana, Maine, Mississippi, Missouri, New Jersey, Ohio,
Pennsylvania, West Virginia, and Ontario.  In aggregate, Penn
National's facilities feature over 17,500 slot machines, over 400
table games, over 2,000 hotel rooms and approximately 575,000
square feet of gaming floor space.  Although the Company's Casino
Magic -- Bay St. Louis, in Bay St. Louis, Mississippi and the
Boomtown Biloxi casino in Biloxi, Mississippi remain closed
following extensive damage incurred as a result of Hurricane
Katrina all property statistics in this announcement are inclusive
of these properties.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,  
Moody's Investors Service confirmed the ratings of Penn National  
Gaming, Inc., and assigned a stable ratings outlook.  

At the same time, Moody's assigned a B3 to Penn National's new  
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PIZZA INN: Wants Wells Fargo to Waive Covenant Breaches
-------------------------------------------------------
Pizza Inn, Inc. (Nasdaq:PZZI) believes it has failed to comply
with certain financial ratio covenants contained in its credit
agreement with Wells Fargo Bank, N.A., as of the close of the
company's fiscal quarter on Sept. 25, 2005.

Upon the occurrence of an event of default, Wells Fargo may elect
to:

   -- terminate the revolving credit commitment under the loan
      agreement; or
  
   -- declare all outstanding principal of and accrued and unpaid
      interest on the Company's obligations under the loan
      agreement immediately due and payable.

The Company has requested that Wells Fargo agree to waive the
event of default, though Wells is not obligated to grant the
waiver.  As of Oct. 24, 2005, Wells Fargo has not exercised any of
the rights or remedies available to it under the Loan Agreement in
these circumstances.

The Company entered into a $6 million revolving credit agreement
with Wells Fargo on Aug. 29, which allows the Company to obtain
more favorable interest rates as financial results improve.

Headquartered in The Colony, Texas, Pizza Inn, Inc. --
http://www.pizzainn.com/-- franchises approximately 400  
restaurants with annual chain wide sales of over $160 million.


REFCO INC: Wants to Continue Using Cash Management Systems
----------------------------------------------------------          
By this motion, Refco Inc., and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Southern District of New York's
authority to continue to use their existing cash management
systems in the ordinary course of their businesses, to use the
property of their estates, and to ensure an orderly transition
into Chapter 11 proceedings.

The Debtors use a centralized cash management system to fund
their operational needs.  Richard B. Levin, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, relates that Debtor
Refco Capital LLC holds at least five bank accounts, including a
concentration account at Harris Bank.  Funds were transferred
into the Concentration Account, on an as needed basis, from a
number of sources, including from accounts held by Debtor Refco
Capital Markets, Ltd.

In addition, funds were deposited into the Concentration Account
from wire transfers and from a deposit account that is manually
swept into the Concentration Account.  Funds were also disbursed
from the Concentration Account into a separate payroll account.
A third party service provider then coordinates disbursements
from the Payroll Account to fund salary, wages, taxes and other
employee related expenses.

Mr. Levin relates that a regular payroll disbursement was made to
salaried and hourly employees on October 14, 2005.  Disbursements
were also made from the Concentration Account via wire transfers
or through a separate checking account.

Mr. Levin notes that Refco Capital funded substantially all of
the Debtors' operational needs, and historically provided
liquidity to customers of certain regulated, non-debtor
affiliates, for use in their business.  Those intercompany
transactions are recorded in the Debtors' and their non-Debtor
affiliates' books and records.  Refco Capital also acts as paying
agent for any Debtor or non-Debtor in the Refco family.

Mr. Levin tells Judge Drain that the Debtors' integrated cash
management system is complex, highly automated, and computerized.
Nonetheless, the cash management procedures employed by the
Debtors constitute essential business practices.

Mr. Levin explains that the integrated cash management system
provides significant benefits to all of the Debtors, including
the ability to:

    (a) control corporate funds centrally;

    (b) invest idle cash;

    (c) ensure availability of funds when necessary; and

    (d) reduce administrative expenses by facilitating the
        movement of funds.

The Debtors' business operation requires that the cash management
systems continue during the pendency of their Chapter 11 cases.
"Requiring the Debtors to adopt new, segmented cash management
systems at this early and critical stage of these cases would be
expensive, would create unnecessary administrative problems, and
would be much more disruptive than productive," Mr. Levin
asserts.  "Any disruption could have a severe and adverse impact
[on] the Debtors' ability to reorganize."

Moreover, because of the Debtors' complex corporate and financial
structure, Mr. Levin contends that it would not be possible to
establish a new system of accounts and a new cash management and
disbursement system without substantial additional costs and
expenses to the Debtors' bankruptcy estates and a significant
disruption of the Debtors' business operations.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ROGERS COMMS: Reports Financial & Operational Results for 3rd Qtr.
------------------------------------------------------------------
Rogers Communications Inc. reported its consolidated financial and
operating results for the third quarter and nine months ended
September 30, 2005.

Highlights of the third quarter of 2005 include:

   * Operating revenue increased 42.8% for the quarter, with all
     four operating companies contributing to the year-over-year
     growth, including 48.2% growth at Rogers Wireless Inc., 4.8%
     growth at Rogers Cable Inc., 14.3% growth at Rogers Media
     Inc. and the inclusion of $212.6 million at Rogers Telecom
     Holdings Inc., which was acquired July 1, 2005.

   * Consolidated quarterly operating profit grew 29.3%
     year-over-year, with 41.5% growth at Wireless, a 0.6% decline
     at Cable, 123.5% growth at Media and the inclusion of
     $23.1 million at Telecom, which was acquired July 1, 2005.

   * Wireless ended the quarter with a total of 5,951,700 retail
     wireless voice and data subscribers, reflecting postpaid net
     additions in the quarter of 194,900 and prepaid net additions
     of 18,100.  Postpaid churn decreased year-over-year to 1.50%
     as a result of proactive and targeted customer retention
     activities as well as from the increased network density and
     coverage quality resulting from the integration of the Fido
      (formerly Microcell) GSM network.

   * Coinciding with the 20th anniversary of Rogers' launch of
     wireless services, on July 1, 2005, the Company introduced
     Rogers Home Phone voice-over-cable local telephony service in
     the Greater Toronto Area and also successfully completed the
     acquisition of Call-Net Enterprises Inc. (now Rogers Telecom
     Holdings Inc.), a national provider of voice and data
     communications services.

   * The integration of Fido continued to progress as planned,
     with the integration of the two GSM networks and prepaid
     billing platforms now complete and conversion of the Fido
     postpaid subscriber base to Rogers' billing system underway.
     The integration of Call-Net began during the quarter,
     including its rebranding to Rogers Telecom, and a dedicated
     integration team has made significant progress in the
     development of the structure and plan that will be executed
     over the coming quarters.

   * On a pro forma basis, quarterly operating revenue increased
     by 13.3% on a consolidated basis and by 19.5% at Wireless;
     quarterly operating profit increased by 13.0% on a
     consolidated basis and by 27.4% at Wireless.

   * Adjusted for the change in our practice as to when a
     subscriber is deactivated, Cable increased its number of
     revenue generating units by 167,870 in the quarter, driven by
     an increase of 53,300 Internet subscribers, 65,500 digital
     cable subscribers (households), 900 basic cable subscribers
     and 18,100 cable telephony subscribers.

   * Wireless announced a wholesale agreement with Vid,otron under
     which Videotron will operate as a mobile virtual network
     operator, or MVNO, reselling Rogers' wireless voice and data
     services to its extensive customer base in markets across
     Quebec.

   * Subsequent to the end of the quarter, Media launched three
     new radio stations in Moncton, Saint John and Halifax while
     its 680News station in Toronto was again ranked the most
     listened to radio station in Canada.

   * Rogers and Bell Canada announced a joint venture that will
     build and manage a Canada-wide wireless broadband network
     utilizing the two companies' extensive fixed wireless
     spectrum holdings and existing network of cellular tower and
     backhaul assets.

   * Further to the June 30, 2005, notice of redemption for the
     Company's approximately US$225 million face amount of 5.75%
     convertible debentures due November 26, 2005, debenture
     holders converted US$224.5 million of the debentures into
     7,715,417 Rogers Class B Non-Voting shares.

   * The Company successfully redeemed approximately
     $200.9 million of Telecom's 10.625% Senior Secured Notes due
     2008 leaving approximately $22.0 million in aggregate
     principal amount outstanding.  The Company also entered into
     an agreement during the quarter to terminate Telecom's
     $55 million accounts receivable securitization program.

   * Telecom acquired most of the Group Telecom and 360 Networks
     CLEC assets in New Brunswick and Nova Scotia from Bell Canada
     for $12.6 million. Telecom also acquired Group Telecom and
     360 Networks multi-stranded regional fibre in Ontario and
     Qu,bec from Bell Canada for an additional $12 million.

   * On October 11, 2005, the Company issued a notice to Microsoft
     Corporation of its intention to redeem the $600 million
     aggregate principal amount of 5-1/2% Convertible Preferred
     Securities due August 2009.  On October 17, 2005, the Company
     received notice that Microsoft had elected to convert these
     securities, and, pursuant to this notice of conversion, the
     Company issued 17,142,857 shares of our Class B Non-Voting
     stock to Microsoft on October 24, 2005 at the exercise price
     of $35 per share.

"This was a significant quarter for Rogers during which we
launched cable telephony service, completed the acquisition of
Call-Net which is now rebranded as Rogers Telecom, and made solid
progress integrating Microcell and Call-Net, while at the same
time delivering strong results in our core businesses and
continuing our balance sheet deleveraging," said Ted Rogers,
President and CEO of Rogers Communications Inc. "We remain focused
across the company on execution and integration, and are committed
to our core strategy of profitable growth and to driving
innovation to create value for our customers."

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications       
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.  On
July 1, 2005, Rogers completed the acquisition of Call-Net
Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national
provider of voice and data communications services.

                         *     *     *

As reported in the Troubled Company Reporter today, Moody's
Investors Service placed all long-term ratings of Rogers
Communications Inc., Rogers Cable Inc. and Rogers Wireless Inc
under review for possible upgrade.

Rogers Communications Inc.

   -- Corporate Family Rating, Ba3
   -- Senior Unsecured, rated B3:

      * Notes 10.5% due February 2006 C$75 million


Rogers Cable Inc.

   -- Senior Secured, rated Ba3:
   -- Second Priority Notes

      * 7.60% due February 2007 C$450 million
      * 7.25% due December 2011 C$175 million
      * 7.875% due May 2012 $350 million
      * 6.25% due June 2013 $350 million
      * 5.50% due March 2014 $350 million
      * 6.75% due March 2015 $280 million

   -- Second Priority Debentures

      * 8.75% due May 2032 $200 million

   -- Senior Subordinated, rated B2:

      * Gteed Debentures 11% due December 2015 $114 million

Rogers Wireless Inc.

   -- Senior Secured Notes, rated Ba3

      * 10.5% due June 2006 C$160 million

   -- Floating rate, due December 2010 $550 million

      * 9.625% due May 2011 $490 million
      * 7.625%, due December 2011 C$460 million
      * 7.25%, due November 2012 $470 million
      * 6.375%, due March 2014 $750 million
      * 7.50%, due March 2015 $550 million

   -- Senior Secured Debentures, rated Ba3
  
      * 9.75% due June 2016 $155 million
  
   -- Senior Subordinated Notes, rated B2:

      * 8%, due December 2012 US$400 million


Rogers Telecom Holdings Inc.
(formerly Call-Net Enterprises Inc.)

   -- Corporate Family Rating: withdrawn
   -- Senior Secured rating: B3

      * 10.625% Notes due December 31, 2008 (callable January 1,
        2006) $22 million

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Rogers Communications Inc., Rogers Wireless Inc.,
and Rogers Cable Inc.  At the same time, Standard & Poor's
affirmed the 'BB' long-term corporate credit rating on each of
RCI, RWI, and Rogers Cable.

As reported in the Troubled Company Reporter on June 14, 2005,
Fitch Ratings has initiated coverage of Rogers Telecom Holdings
Inc. (formerly Call-Net Enterprises Inc.) and assigned a 'B-'
rating to its senior secured notes.  Fitch also places the ratings
of Call-Net on Rating Watch Positive due to the CDN$330 million
all-stock acquisition of Call-Net by Rogers Communications Inc.
(rated 'BB-' by Fitch).  Approximately $223 million of debt
securities are affected by these actions.


ROGERS COMMS: Strong Performance Prompts Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed all long term ratings of Rogers
Communications Inc., Rogers Cable Inc. and Rogers Wireless Inc
under review for possible upgrade.  The corporate family rating of
Rogers Telecom Holdings Inc. is withdrawn, as it is now part of
the RCI family of companies, and the senior secured rating of
Telecom remains under review for possible upgrade.

The review has been prompted by the strong operating performance
of the now-dominant Wireless subsidiary, which has exceeded
Moody's expectations, and by the conversion of nearly C$900
million of debt and debt-like preferred securities into equity of
RCI. The review will focus on:

    1) Wireless' future revenue growth rate and potential for
       further margin expansion as wireless industry subscriber
       growth decelerates,

    2) the potential for Cable's future capital expenditures to be
       reduced from very high current levels within the context of
       management's strategy of investing to rapidly move most
       subscribers to digital TV and to roll out a robust
       telephony product for both revenue growth and reduced
       overall customer churn, and

    3) capital structure within the context of possible future
       opportunistic acquisitions in the largely family-controlled
       Canadian media industry.

Debt ratings affected by this action:

                     Rogers Communications Inc.
                     --------------------------

Corporate Family Rating, Ba3

Senior Unsecured, rated B3:

    * Notes 10.5% due February 2006 C$75 million


                         Rogers Cable Inc.
                         -----------------

Senior Secured, rated Ba3:

Second Priority Notes

    * 7.60% due February 2007 C$450 million

    * 7.25% due December 2011 C$175 million

    * 7.875% due May 2012 $350 million

    * 6.25% due June 2013 $350 million

    * 5.50% due March 2014 $350 million

    * 6.75% due March 2015 $280 million

Second Priority Debentures

    * 8.75% due May 2032 $200 million


Senior Subordinated, rated B2:

    * Gteed Debentures 11% due December 2015 $114 million


                         Rogers Wireless Inc.
                         --------------------

Senior Secured Notes, rated Ba3

    * 10.5% due June 2006 C$160 million

Floating rate, due December 2010 $550 million

    * 9.625% due May 2011 $490 million

    * 7.625%, due December 2011 C$460 million

    * 7.25%, due November 2012 $470 million

    * 6.375%, due March 2014 $750 million

    * 7.50%, due March 2015 $550 million

Senior Secured Debentures, rated Ba3

    * 9.75% due June 2016 $155 million

Senior Subordinated Notes, rated B2:

    * 8%, due December 2012 US$400 million


                      Rogers Telecom Holdings Inc.
                  (formerly Call-Net Enterprises Inc.)
                  ------------------------------------

Corporate Family Rating: withdrawn

Senior Secured rating: B3

    * 10.625% Notes due December 31, 2008 (callable January 1,
      2006) $22 million

Rogers Communications Inc. is a media holding company that owns
Rogers Cable Inc., the largest cable company in Canada, Rogers
Wireless Inc., the largest wireless operator in Canada, Rogers
Media Inc., which owns radio, TV and publishing assets, and Rogers
Telecom Holdings Inc. (formerly Call-Net Enterprises Inc.), a
local, data and long-distance telecommunications company. All
companies are based in Toronto, Ontario, Canada.


RURAL CELLULAR: Launches Offer for $175 Million Senior Notes
------------------------------------------------------------
Rural Cellular Corporation (NASDAQ: RCCC) reported that it will be
offering $175 million of Senior Subordinated Floating Rate Notes
due 2012.  The Company intends to use the proceeds of this
offering to redeem all of its outstanding 9-5/8% Senior
Subordinated Notes due 2008 and for general corporate purposes,
including without limitation replenishing cash used to pay
preferred stock dividends and repurchasing preferred securities.
The Company said that completion of the notes offering is subject
to market conditions.

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 15 states.

                        *     *     *

As reported in today's Troubled Company Reporter, Moody's
Investors Service assigned a Caa2 rating to the proposed offering
of $175 million Senior Subordinated Notes due 2012 by Rural
Cellular Corporation.  Moody's also affirmed the other ratings,
but the rating outlook, has been changed to negative from stable.

Standard & Poor's Ratings Services assigned its 'CCC' rating to
Alexandria, Minnesota-based regional wireless carrier Rural
Cellular Corp.'s proposed $175 million senior subordinated
floating rate notes due 2012.  These are being issued under Rule
144A with registration rights.  Proceeds from this new debt issue
primarily will be used to call the company's $125 million of 9
5/8% senior subordinated notes due 2008.


RURAL CELLULAR: S&P's Rating on Jr. Preferred Stock Tumbles to D
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Alexandria, Minnesota-based regional wireless carrier Rural
Cellular Corp.'s proposed $175 million senior subordinated
floating rate notes due 2012.  These are being issued under Rule
144A with registration rights.  Proceeds from this new debt issue
primarily will be used to call the company's $125 million of
9-5/8% senior subordinated notes due 2008.

At the same time, S&P affirmed our 'B-' corporate credit rating on
Rural Cellular.  S&P also lowered the $267 million of 12.25%
junior preferred stock to 'D' from 'CCC-' to reflect the fact that
the company has elected to defer payment of cash dividends, which
are required under terms of the instrument, effective May 2005.

In addition, we raised the rating on the company's approximate
$172 million 11 3/8% senior exchangeable preferred stock issue --
pro forma for the recent dividend payments and some stock
exchanges -- to 'C' from 'D' because they recently paid four of
the last nine cash dividends on this issue, including the most
recent due in August 2005.  The outlook is negative.  Pro forma
for the refinancing and preferred stock dividend payments, the
company will have $1.4 billion of total debt outstanding and about
$600 million of preferred stock.

"The ratings reflect the company's vulnerable business position as
a regional wireless provider with only 716,755 subscribers
competing against both the national wireless carriers as well as
other entrenched regional cellular carriers, such as Alltel and US
Cellular, coupled with its highly leveraged financial profile,"
said Standard & Poor's credit analyst Catherine Cosentino.  The
company has been losing subscribers over the past six months, with
the losses totaling nearly 10,000 for the second quarter of 2005
on a sequential basis, and accompanying churn for the quarter
totaling a high 2.7%.  Competitive losses have been exacerbated by
some operational challenges, including billing and customer-care
issues the company currently is addressing.  In addition, the
company's roaming business is vulnerable to pricing pressures and
the potential for future overbuild by its roaming partners.  

Rural Cellular provides services in various markets in the U.S.
including portions of five states in the Northeast, four states in
the Midwest, and three states in the South, focused on subscribers
with local usage needs.  It also relies on roaming for about 20%
of its revenue base, with Verizon Wireless and Cingular
representing its largest roaming partners.

In order to better serve both its retail customers and roaming
partners, the company has recently completed the upgrade of its
networks to code division multiple access and global standard for
mobile communications.  This upgrade should better position the
company for further growth in roaming minutes.  Yet, the company's
longer-term prospects remain highly uncertain, given the
increasingly less expensive national plans offered by the larger
carriers.


RURAL CELLULAR: Moody's Junks Proposed $175 Million Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
offering of $175 million Senior Subordinated Notes due 2012 by
Rural Cellular Corporation.  Moody's also affirmed the other
ratings, but the rating outlook, has been changed to negative from
stable.

The affected ratings are:

    * Corporate family rating affirmed at B3;

    * $60 million 1st lien revolving credit maturing 2010 affirmed
      at B1;

    * $160 million senior secured (2nd lien) floating rate notes
      due 2010 affirmed at B2;

    * $350 million 2nd lien 8.25% senior secured (2nd lien) notes
      due 2012 affirmed at B2;

    * $325 million 9.875% senior notes due 2010 affirmed at Caa1;

    * New $175 million senior subordinated floating rate notes due
      2012 assigned Caa2;

    * $300 million 9.75% senior subordinated notes due 2010
      affirmed at Caa2;

    * $125 million 9.625% senior subordinated notes due 2008 Caa2
      rating to be withdrawn;

    * 11.375% senior exchangeable preferred stock due 2010
      affirmed at Ca; and

    * 12.25% junior exchangeable preferred stock due 2011 affirmed
      at C.

The B3 corporate family rating reflects the very modest free cash
flow generating capacity of the company, which is currently
negative due to higher than normal capital spending to overlay
CDMA and GSM technologies throughout its networks.  The ratings
also reflects the company's very high leverage with over $1.3
billion of straight debt on its balance sheet and another $640
million of redeemable preferred stock outstanding, with total debt
representing 6.5 times LTM EBITDA, or 9.5 times including
preferred stock as debt.  The negative outlook reflects Rural
Cellular Corp's difficulty in retaining its subscriber base and
growing its cash flows.  At the end of 2Q05, Rural Cellular Corp's
subscriber base (excluding wholesale subscribers) was 631,849,
down 30,305 or 4.6% from 2Q04.  EBITDA has also declined with
company guidance for 2005 EBITDA of approximately $210 million,
down 6.6% form the $225.2 million generated in 2004.

Subscriber growth has been challenging for Rural Cellular Corp as
its markets, while less competitive, appear to be more mature and
have less growth potential.  Further, customer retention rates
have deteriorated as Rural Cellular migrates its subscribers from
its TDMA networks to CDMA or GSM.  Only 25% of Rural Cellular
subscribers have been migrated so far.  Still, Rural Cellular has
benefited from its network overlays as roaming revenues volumes
have increased.

The proposed refinancing of the company's $125 million 9.625%
subordinated notes with $175 million of new subordinated notes,
along with drawing $58 million under the company's $60 million
senior secured revolving credit facility, does increase the
company's financial flexibility.  Pro forma for the new offering,
Rural Cellular Corp. will have approximately $120 million of cash.
The payment of four dividend payments on the 11.375% senior
exchangeable preferred stock that had been in arrears, eliminates
a Voting Rights Triggering Event that could prohibit Rural
Cellular from refinancing its debt and drawing from its revolver.
Even after the payment of those four dividends, five are still
left in arrears and the non-payment of six dividends would
reinstate this Voting Rights Triggering Event.

The negative outlook for the ratings reflects Moody's opinion that
Rural Cellular Corp's ratings are likely to be lowered in the next
12 to 18 months should the company not be able to improve its cash
flows and subscriber retention.  Should subscriber losses not
moderate and EBITDA not grow materially, the ratings are likely to
be lowered.  Additional ratings pressure would arise should Rural
Cellular make additional cash dividend payments on its preferred
stock, thereby consuming the additional liquidity generated by the
proposed new financing.  If Rural Cellular can improve retention
and achieve sustainable free cash flow, the ratings outlook could
be stabilized.

The B1 rating on the $60 million senior secured revolving credit
facility reflects its priority position in the company's capital
structure with a first lien upon all the company's assets.

The B2 rating on the $510 million of new senior second lien notes
reflects the strong claim these noteholders will have upon the
company's assets and cash flows as these notes will have a second-
priority lien, behind the undrawn revolver, and upstream
guarantees from all the company's subsidiaries.

The Caa1 rating on the 9.875% senior notes due 2010 reflects their
effective subordination behind the claims of the new noteholders
and other secured obligations of the company and its subsidiaries.

The Caa2 rating on the 9.625% subordinated notes and the 9.75%
subordinated notes reflect their contractual subordination to the
aforementioned obligations.

The Ca rating on the 11.375% senior exchangeable preferred stock
and the C rating on the 12.25% junior exchangeable preferred stock
reflect their relative position in the capital structure, and the
poor expected recovery prospects for holders of these obligations
in an event of default.

Based in Alexandria, Minnesota, Rural Cellular Corporation
provides wireless communications services to approximately 662,000
retail subscribers at June 30, 2005 in rural markets across the
United States.


SCHOOL SPECIALTY: S&P Withdraws Low-B Rating After LBW Buy-Out
--------------------------------------------------------------
Standard & Poor's Ratings Services reported that it withdrew its
ratings, including its 'B' corporate credit rating, on School
Specialty Inc.  The rating action follows the announcement
that LBW Holdings Inc., an affiliate of Bain Capital Partners LLC,
ended its agreement to purchase the company.  The ratings were
based on the completion of the transaction.  They had been listed
on CreditWatch with negative implications on Oct. 3, 2005.


SENIOR HOUSING: Earns $14.1 Million of Net Income in Third Quarter
------------------------------------------------------------------
Senior Housing Properties Trust (NYSE: SNH) reported its financial
results for the quarter ended September 30, 2005.

         Results for the Quarter Ended September 30, 2005

Income from continuing operations and net income was
$14.1 million for the quarter ended September 30, 2005, compared
to $12.9 million for the quarter ended September 30, 2004.

Funds from operations for the quarter ended September 30, 2005,
were $25.9 million.  This compares to FFO for the quarter ended
September 30, 2004, of $23.4 million.

The weighted average number of common shares outstanding totaled
68.5 million and 63.5 million for the quarters ended
September 30, 2005 and 2004.

      Results for the Nine Months Ended September 30, 2005

Income from continuing operations was $42.3 million for the nine
months ended September 30, 2005, compared to $39 million for the
nine months ended September 30, 2004. Net income was $43 million
for the nine months ended September 30, 2005, compared to
$40.2 million, or $0.64 per share, for the same period last year.

Funds from operations for the nine months ended Sept. 30, 2005,
were $77.1 million.  This compares to FFO for the nine months
ended September 30, 2004 of $70.4 million.

The weighted average number of common shares outstanding totaled
68.5 million and 63.1 million for the nine months ended September
30, 2005 and 2004.

Senior Housing Properties Trust is a real estate investment trust,
or REIT, which invests in senior housing properties, including
apartment buildings for aged residents, independent living
properties, assisted living facilities and nursing homes.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Fitch Ratings has affirmed the 'BB+' senior unsecured debt rating
of Senior Housing Properties Trust.  Fitch also affirms the 'BB-'
rating of trust preferred securities issued by SNH Capital Trust
I, a wholly owned financing subsidiary of SNH.  Fitch said the
outlook remains stable.


SHERWIN LINDSEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sherwin Woodrow Lindsey
        dba Lindsey Quarter Horses
        3470 Highway 414
        Landrum, South Carolina 29356

Bankruptcy Case No.: 05-44955

Type of Business: The Debtor breeds horses.

Chapter 11 Petition Date: October 31, 2005

Court: District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: Robert H. Cooper, Esq.
                  The Cooper Law Firm
                  3523 Pelham Road, Suite B
                  Greenville, South Carolina 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citizen Building and Loan        Corporate debt      $3,003,361
P.O. Box 388                     with personal
Greer, SC 29652-0388             guarantee

Greer State Bank                 Corporate debt        $799,540
1111 West Poinsett Street        with personal
Greer, SC 29650-1395             guarantee,
                                 this debt will be
                                 paid in full
                                 through the sale of
                                 the facility.

First Citizen Bank               Corporate debt        $666,750
325 West McBee                   with personal
Greenville, SC 29610             guarantee

Wachovia                         Corporate debt        $616,518
401 South Tryon Street           with personal
Charlotte, NC 28288              guarantee

NBSC                             Corporate debt        $560,666
201 East McBee Street            with personal
Greenville, SC 29601             guarantee

Certified Development Corp of SC Corporate debt        $515,888
P.O. Box 21823                   with personal
Columbia, SC 29221               guarantee,
                                 this debt
                                 will be paid in
                                 full through the
                                 sale of the
                                 facility.

Grand South                      Partnership debt      $400,000
325 South Main Street            with personal
Greenville, SC 29607             guarantee

A. Glenn Hunter                  Corporate debt        $380,000
c/o Stoudemire & Sprouse PA      with personal
P.O. Box 99                      guarantee
Seneca, SC 29679-0099

First Savers                     Partnership debt      $185,000
8599 Pelham Road                 with personal
Greenville, SC 29615             guarantee

Wachovia                         Corporate debt        $174,000
401 South Tryon Street           with personal
Charlotte, NC 28288              guarantee

Ann Stewart                      Corporate debt        $104,214
c/o Roy Oates                    with personal
609 East Main Street             guarantee
Duncan, SC 29334

First Citizen Bank               Corporate debt        $100,806
325 West McBee                   with personal
Greenville, SC 29610             guarantee

Palmetto Bank                    Corporate debt        $100,000
101 West Main Street             with personal
Laurens, SC 29360                guarantee

Wachovia                         Partnership debt       $84,500
401 South Tryon Street           with personal
Charlotte, NC 28288              guarantee

New Commerce                     Partnership debt       $75,000
501 New Commerce Court           with personal
Greenville, SC 29607             guarantee

Southtrust                       Partnership debt       $65,000
1614 Woodruff Road               with personal
Greenville, SC 29607             guarantee

Palmetto Bank                    Partnership debt       $44,000
101 West Main Street             with personal
Laurens, SC 29360                guarantee

Greer State Bank                 Secured by a truck,    $17,533
1111 West Poinsett Street        which is titled in
Greer, SC 29650-1395             the name of a
                                 corporation

Greenville First                 Partnership debt       $16,000
112 Haywood Road                 with personal
Greenville, SC 29607             guarantee

NBSC                             Corporate debt         $12,115
201 East McBee Street            with personal
Greenville, SC 29601             guarantee


SHOP FRESH: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Shop Fresh, LLC
             155 Thomaston Avenue, Suite 20A
             Waterbury, Connecticut 06702

Bankruptcy Case No.: 05-37611

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      HABA, LLC                                  05-37612

Type of Business: The Debtor operates a supermarket.

Chapter 11 Petition Date: October 31, 2005

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtors' Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, Connecticut 06605
                  Tel: (203) 368-4234

                  Estimated Assets      Estimated Debts
                  ----------------      ---------------
Shop Fresh, LLC $1 Mil. to $10 Mil.   $1 Mil. to $10 Mil.
HABA, LLC         $1 Mil. to $10 Mil.   $50,000 to $100,000

A. Shop Fresh, LLC's 8 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Thomaston Avenue Center, LLC               $270,000
   1720 Post Road
   Fairfield, CT 06824

   AAA Refrigeration Services Inc.             $95,000
   26 Hotchkiss Street
   Naugatuck, CT 06770

   Connecticut Light & Power                   $65,000
   P.O. Box 2960
   Hartford, CT 06104

   C. Kenneth Imports Co. Inc.                 $30,000
   150 Street & Exterior Street
   Building #S-1
   Bronx, NY 10451

   Omaha Beef                                  $22,000
   9 Maple Avenue
   Danbury, CT 06810

   Space Sign Inc.                              $9,000
   15-25 132 Street, Second Floor
   College Point, NY 11356

   JFC                                          $4,500
   40 Barrick Avenue
   Brooklyn, NY 11237

   Guidas Milk & Ice Cream                      $2,000
   433 Park Street
   New Britain, CT 06051

B. HABA, LLC's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   Thomaston Avenue Center, LLC               $100,000
   1720 Post Road
   Fairfield, CT 06824


SILICON GRAPHICS: Can Borrow Up to $100 Mil Under Amended Facility
------------------------------------------------------------------
Silicon Graphics, Inc., and its wholly owned subsidiaries, Silicon
Graphics Federal, Inc., and Silicon Graphics World Trade
Corporation, as borrowers, entered into a Third Amended and
Restated Credit Agreement with Wells Fargo Foothill, Inc., and
Ableco Finance LLC on October 24, 2005.

The Third Amended and Restated Credit Agreement amends the
Company's existing asset-based credit facility with Wells Fargo
Foothill, Inc.  The Credit Agreement provides for a new, increased
credit facility of up to $100 million, consisting of a $50 million
revolving line of credit and a $50 million term loan.  The
previous facility provided availability of up to $50 million,
but was subject to a minimum cash collateral requirement of
$20 million.

Under the terms of the Credit Agreement:

   * the new credit facility is secured by substantially all the
     assets of the borrowers;  

   * the borrowing base will be determined weekly based on the
     value of working capital items, real estate and intellectual
     property;

   * the permanent deposit of cash collateral, is no longer
     required.

The Credit Agreement expires on October 24, 2007.  

It includes financial covenants and other terms and conditions
customary to credit facilities of this type.  Among other things,
these financial covenants provide for minimum levels of EBITDA
(earnings before interest, taxes, depreciation and amortization),
minimum levels of cash and cash equivalents, and limits on capital
expenditures.  Subject to certain specified exceptions, the Credit
Agreement also limits the ability of Borrowers and their
subsidiaries to incur additional indebtedness, create liens on
their assets, enter into certain transactions (including mergers,
consolidations and reorganizations), dispose of certain assets,
pay dividends or other distributions on capital stock, repurchase
capital stock or prepay or repurchase debt obligations. The Credit
Agreement is subject to acceleration upon various customary events
of default.

The Company has historically used the credit facility solely to
support letters of credit, including the $44 million in letters of
credit required under the Company's lease obligations for the
Crittenden and Amphitheatre Technology Center campuses in Mountain
View, CA.  The Company intends to use the additional capacity
under the credit facility for cash borrowings to support its
current operations.

The Borrowers have also entered into a Security Agreement, an
Intellectual Property Security Agreement, a Copyright Security
Agreement, a Patent Security Agreement and a Trademark Security
Agreement, each dated as of October 24, 2005, under which the
obligations of the Borrowers under the Credit Agreement are
secured by certain intellectual property and other assets of the
Borrowers.

Copies of the documents inked are available for free at:

   Filing                      Link
   ------                      ----
   Third Amended and Restated  http://ResearchArchives.com/t/s?2a5
   Credit Agreement
   
   Security Agreement          http://ResearchArchives.com/t/s?2a6

   Intellectual Property       http://ResearchArchives.com/t/s?2a7
   Security Agreement

   Copyright Security          http://ResearchArchives.com/t/s?2a8
   Agreement

   Patent Security Agreement   http://ResearchArchives.com/t/s?2a9

   Trademark Security          http://ResearchArchives.com/t/s?2aa
   Agreement

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in   
high-performance computing, visualization and storage.  SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

At Sept. 30, 2005, Silicon Graphics, Inc.'s balance sheet showed a
$222,501,000 stockholders' deficit.


SILICON GRAPHICS: Eyes $26M of Spending Under Restructuring Plan
----------------------------------------------------------------
Silicon Graphics, Inc., expects to spend between $24 million and
$26 million, in relation to its restructuring.  

As reported in the Troubled Company Reporter on Sept. 28, 2005,
the Company approved a restructuring plan and began to implement a
reduction in its workforce with notifications to affected
employees in North America and certain other locations on
Sept. 1, 2005.  The balance of the notifications will follow over
a reasonable period, consistent with business and local legal
requirements in other parts of the world.  

The goal of the Company's fiscal 2006 restructuring plan is to
achieve $80 to $100 million in annualized cost savings when fully
realized.

Of the total expected restructuring costs, the Company estimates
that between $10 million and $12 million principally relates to
severance benefits, and approximately $14 million represents
facilities-related charges.

Substantially all of these costs will require the outlay of cash,
although the Company's severance programs provide wherever
practical for payments to be made over the same period in which
the payroll expenses otherwise would have been incurred, with the
objective of minimizing incremental cash expense.  The timing of
payments relating to leased facilities will be unchanged by the
restructuring.

The Company's financial results for the quarter ending September
30, 2005 reflected $5 million in restructuring charges for the new
restructuring actions, primarily for severance benefits.  The
Company continues to expect the majority of the remaining charges
for severance benefits to be reflected in its financial results
for the quarter ending December 30, 2005, and the restructuring to
be principally completed by the end of the fiscal quarter ending
March 31, 2006.

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in   
high-performance computing, visualization and storage.  SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

At Sept. 30, 2005, Silicon Graphics, Inc.'s balance sheet showed a
$222,501,000 stockholders' deficit.


SPORTS CLUB: American Stock Exchange Delists Common Stock
---------------------------------------------------------
The Sports Club Company's stock is no longer traded at the
American Stock Exchange starting October 27, 2005, due to its
failure to comply with the continued listing standards, including
shareholders' equity of less than $2 million and losses from
continuing operations and net losses in two out of three most
recent fiscal years pursuant to Section 1003(a)(i) of the AMEX
Company Guide.

As reported in the Troubled Company Reporter on Oct. 19, 2005, the
Company reported a $302,000 net loss on $12,070,000 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $230,080,000 in total assets and
$225,772,000 in total debts.

As of June 30, 2005, the Company's equity deficit widened to
$11,005,000 from a $9,258,000 deficit at December 31, 2004.    

The Company's stock will be eligible for quotation on the OTC
Bulletin Board maintained by the National Association of
Securities Dealers, Inc.

The Sports Club Company, based in Los Angeles, California, owns  
and operates luxury sports and fitness complexes nationwide under  
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on October 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


SUSQUEHANNA MEDIA: Sale Plan Cues Fitch to Hold BB- Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services reported that the ratings on
Susquehanna Media Co., including the 'BB-' corporate credit
rating, remain on CreditWatch with negative implications
following the company's announcement of planned sales of its radio
and cable assets.  All ratings were placed on CreditWatch on April
26, 2005.

"We had viewed a split of the company's radio and cable businesses
as likely, given that these assets are not operationally
integrated and are likely to appeal to different potential
buyers," said Standard & Poor's credit analyst Alyse Michaelson
Kelly.

Susquehanna Media announced that it agreed to sell its radio
assets to a group led by Cumulus Media Inc. for $1.2 billion.  At
the same time, the company announced it agreed to sell its cable
assets to Comcast Corp. for approximately $750 million.  The
transactions are expected to close in the first half of 2006.

The CreditWatch listing continues to reflect concerns that
Susquehanna Media's debt or leverage could be increased by a
potential buyer to help finance the purchase of the company, or
that its operating and cash flow diversity could be reduced by the
breakup of its two main businesses or sale of some of its assets,
if the recent deals with Cumulus and Comcast are derailed.

Standard & Poor's will monitor the progress of these two pending
transactions.  In resolving the CreditWatch listing, S&P will
consider the use of asset sale proceeds and will evaluate the
business diversity, capital structure, and strategic focus of any
surviving entity.


SUSQUEHANNA MEDIA: Sale of Divisions Cues Moody's to Hold Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the existing debt ratings of
Susquehanna Media Co. and changed the outlook to positive from
stable upon the company's announcement that its parent,
Susquehanna Pfaltzgraff Co., has agreed to sell:

    * its cable and broadband services division to Comcast
      Corporation for $775 million; and

    * its radio division to a group led by Cumulus Media Inc. for
      $1.2 billion.

Moody's anticipates initiating a review for upgrade or upgrading
the ratings once the timing of the transaction and resolution of
regulatory reviews become more certain.

The following ratings are affected:

    (i) Ba2 rating on the $600 million of senior secured credit
        facilities,

   (ii) the B1 rating on $150 million of 7.375% senior
        subordinated notes due 2013, and

  (iii) the company's Ba2 Corporate Family rating.

The positive outlook reflects Moody's anticipation that the parent
company will use the proceeds from the proposed divestiture of
cable and radio assets to retire Susquehanna's outstanding debt
pursuant to its bank and bond agreements.

Headquartered in York, Pennsylvania, Susquehanna Media Co. owns 33
radio stations in eight markets and operates nine cable systems
with aggregate cable subscribers totaling 238,000 pro forma for
the Carmel acquisition.  It is a wholly-owned subsidiary of
Susquehanna Pfaltzgraff Co.


TAILORED LAWN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tailored Lawn Service Corp.
        dba Evolution Power Boats
        141 South Columbus Street
        Sunbury, Ohio 43074

Bankruptcy Case No.: 05-78349

Type of Business: The Debtor offers landscaping and lawn
                  maintenance services and manufactures
                  pontoon boats.

Chapter 11 Petition Date: October 31, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Robert E. Bardwell, Esq.
                  995 South High Street
                  Columbus, Ohio 43206
                  Tel: (614) 445-6757
                  Fax: (614) 224-4870

Financial Condition as of October 31, 2005:

      Total Assets:   $137,080

      Total Debts:  $1,389,395

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mercury Marine                   Trade debt            $155,000
P.O. Box 96964
Chicago, IL 60693

Advanta Bank Corp.               Credit card            $51,400
P.O. Box 8088                    purchases
Philadelphia, PA 19101-8088

Wells Fargo Financial            Credit card            $42,400
P.O. Box 29746                   purchases
Phoenix, AZ 85038-9746

American Express                 Credit card            $37,750
P.O. Box 740640                  purchases
Atlanta, GA 30374-0640

Citibank                         Credit card            $33,000
P.O. Box 6575                    purchases
The Lakes, NV 88901-6575

MBNA America                     Credit card            $32,450
P.O. Box 15102                   purchases
Wilmington, DE 19886-5102

Spreuer & Son, Inc.              Trade debt             $21,500
115 East Main Street
Lagrange, IN 46761

Keyston Brothers                 Trade debt             $21,270
1549 Coining Drive
Toledo, OH 43612

Laird Plastics                   Trade debt             $20,000
P.O. Box 751298
Charlotte, NC 28275-1298

Indiana Marine                   Trade debt             $19,950
409 Growth Parkway
Angola, IN 46703

Hot Boat                         Trade debt             $16,800
8484 Wilshire Boulevard
Suite 900
Beverly Hills, CA 90211

SBC                              Advertising fees       $16,310
Bill Payment Center
Saginaw, MI 48663-0003

John Boyle                       Trade debt             $15,500
P.O. Box 791
1803 Salisbury Highway
Statesville, NC 28687

Stainless & Aluminum Fab.        Trade debt             $15,000
P.O. Box 126
Galion, OH 44833

Central Aluminum                 Trade debt             $14,100
2045 Broehm
Columbus, OH 43207

BP Oil                           Trade debt             $14,000
P.O. Box 9076
Des Moines, IA 50368-9076

Bank of America                  Credit card            $12,600
P.O. Box 1758                    purchases
Newark, NJ 07101-1758

Home Depot                       Credit card            $12,600
P.O. Box 6029                    purchases
The Lakes, NV 88901-6029

TriState Aluminum                Trade debt             $12,550
P.O. Box 504
Toledo, OH 43697

GM Card                          Credit card            $11,760
Department 9600                  purchases
Carol Stream, IL 60128-9600


TFS ELECTRONIC: U.S. Trustee Amends Creditors Committee Membership
------------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14,
amended the appointment of creditors to serve on the Official
Committee of Unsecured Creditors in TFS Electronic Manufacturing
Services, Inc.'s chapter 11 case.

Due to additional creditor interest, Globtek, Inc., is added to
the Committee.

The Creditors' Committee's current members are:

    1. Arrow Electronics
       Attn: Geri Lawrence
       3000 Bowers Avenue
       Santa Clara, CA 95051
       Tel: (408) 330-4194
       Fax: (408) 330-4190

    2. Avnet, Inc.
       Attn: Mary Pacini
       2211 South 47th Street
       Phoenix, AZ 85034
       Tel: (480) 643-8143
       Fax: (480) 794-9819

    3. TTM Technologies, Inc.
       Attn: David Felsenthal
       2630 South Harbor Boulevard
       Santa Ana, CA 92704
       Tel: (714) 327-3010
       Fax: (714) 241-9723

    4. Globtek, Inc.
       Attn: Anna Kaplan
       186 Veterans Drive
       Northvale, NJ 07647
       Tel: (201) 784-1000 local 223
       Fax: (201) 784-0111
     
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 Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Koriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protections from its creditors, it
estimated assets between $1 million to $10 million and estimated
debts between $10 million to $50 million.


THE PANTRY: Expects FY 2005 Earnings to Exceed Previous Guidance
----------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) expects fiscal 2005 earnings per
share to substantially exceed its previous guidance.

Based on preliminary, unaudited data, the Company expects to
report diluted earnings per share for its fiscal year ended
September 29, 2005, in a range between $2.55 and $2.60, including
charges of approximately $0.22 per share related to store
closings, impairment charges, and uninsured losses associated with
Hurricane Katrina, compared with the previous guidance range of
$2.10 to $2.15.  Diluted earnings per share for fiscal 2004,
excluding a number of financing-related charges, were $1.54.
Comparable store merchandise sales and gasoline gallons sold for
fiscal 2005 increased 5.3% and 4.7%, respectively.

President and Chief Executive Officer Peter J. Sodini said, "These
excellent preliminary annual results reflect the success of our
strategies implemented over the past few years to better diversify
and secure our gasoline supply, rebrand and reimage our stores,
and enhance our merchandising offerings with private label and
expanded food services.  In addition, our fourth fiscal quarter
benefited from the acquisitions we completed in the latter half of
the year and an exceptionally strong contribution from our
gasoline segment in a very volatile market.  These benefits were
partially offset by charges related to our decision to close 19
underperforming stores."

Mr. Sodini continued, "For fiscal 2006, assuming that gasoline
margins approximate about 12.5 cents per gallon, we currently
expect fiscal 2006 earnings per share in a range between $2.55 and
$2.65. On the plus side, we are looking forward to continued
growth in our merchandise business and achieving the expected
accretion from acquisitions completed in 2005.  However, a number
of financial items, including expensing stock options for the
first time, an increase in shares outstanding and a higher tax
rate, will also affect our reported results by a total of $0.15 to
$0.20 per share in fiscal 2006."

Headquartered in Sanford, North Carolina, The Pantry, Inc. --   
http://www.thepantry.com/-- is the leading independently operated    
convenience store chain in the southeastern United States and one  
of the largest independently operated convenience store chains in  
the country, with net sales for fiscal 2004 of approximately  
$3.5 billion.  As of June 30, 2005, the Company operated 1,386  
stores in 11 states under a number of banners including Kangaroo   
Express(SM), The Pantry(R), Golden Gallon(R), Cowboys and Lil   
Champ Food Store(R).  The Pantry's stores offer a broad selection  
of merchandise, as well as gasoline and other ancillary services  
designed to appeal to the convenience needs of its customers.  

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Standard & Poor's Ratings Services raised its ratings on The
Pantry Inc. and removed them from CreditWatch where they had been
placed with developing implications on July 28.  Both the
corporate credit rating and the senior secured bank loan
ratings were raised to 'B+' from 'B-', while the senior
subordinated debt rating was raised to 'B-' from 'CCC'.  The
outlook, S&P said at that time, is stable.


TRAINER WORTHAM: Moody's Junks Ratings on $17.6 Million Notes
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of:

    * three classes of notes and the preference shares issued by
      Trainer Wortham First Republic CBO II, Ltd.: to Baa2 (from
      A2 on review for downgrade),

    * the $23,000,000 Class A-2L Floating Rate Notes Due April
      2037; to Caa2 (from Ba3 on review for downgrade),

    * the $10,000,000 Class A-3L Floating Rate Notes Due April
      2037; to C (from Caa3 on review for downgrade),

    * the $7,600,000 Class B-1L Floating Rate Notes Due April
      2037; to C from B3 the U.S. $18,000,000 Preference Shares.

This transaction closed on Feb. 28, 2002.

According to Moody's, its rating action results primarily from
significant deterioration in the par coverage of the collateral
pool.


Rating Action: Downgrade

Issuer: Trainer Wortham First Republic CBO II, Ltd.

Class Descriptions:

    * $295,000,000 Class A-1L Floating Rate Notes Due April 2037

         - Previous Rating: Aaa
         - New Rating: Aaa

    * $23,000,000 Class A-2L Floating Rate Notes Due April 2037

         - Previous Rating: A2 On Watch for possible Downgrade
         - New Rating: Baa2

    * $10,000,000 Class A-3L Floating Rate Notes Due April 2037

         - Previous Rating: Ba3 On Watch for possible Downgrade
         - New Rating: Caa2

    * $7,600,000 Class B-1L Floating Rate Notes Due April 2037

         - Previous Rating: Caa3 On Watch for possible Downgrade
         - New Rating: C

    * U.S. $18,000,000 Preference Shares

         - Previous Rating: B3
         - New Rating: C


TRUMP HOTELS: Argues Former Shareowners' Claims are Meritless
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 18, 2005, 19 former owners of shares in Trump Hotels & Casino
Resorts, Inc.'s common stock asked the U.S. Bankruptcy Court for
the District of New Jersey to compel Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc., and its
debtor-affiliate to comply with the terms of the Second Amended
Plan of Reorganization and the Confirmation Order.

Michael J. Viscount, Jr., Esq., at Fox Rothschild LLP, in
Atlantic City, New Jersey, relates that these parties were record
owners of the THCR common stock as of March 28, 2005.

Under the Plan, the warrants, the cash and the proceeds from the
sale of the World's Fair Site are to be distributed to the owners
of the Old Equity Shares as of March 28, 2005, the Record Date,
Mr. Viscount notes.

            Former Shareowners' Claims are Meritless
                   Reorganized Debtors Assert

The Federal Law, through the Uniform Practice Code, prescribes
specific rules clarifying when and how the right to receive a
distribution attaches to a given security.  According to the UPC,
the proper recipient of a distribution is determined by first
establishing two "dates" in relation to the distribution -- the
"record date" and the "ex-date".

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, asserts that the Court's
Order confirming the Debtors' Plan of Reorganization operated
seamlessly and appropriately with the regulatory requirements
under Federal Law.  Hence, Mr. Stanziale concludes, the process
by which the Debtors paid the distribution under the Plan
demonstrates that the Former Shareowners' claim for relief is
without merit.

The Plan and the market operated exactly as they were supposed to
with respect to the Debtors' distributions under the Plan, Mr.
Stanziale says.  Although 8,000,000 shares of Old THCR Common
Stock traded after the record date and before the ex-date, and
the National Association of Securities Dealers and The Depository
Trust Company determined the distribution allocation process,
only the Former Shareowners have found fault with the result, Mr.
Stanziale observes.

All of the beneficial owners of Old THCR Common Stock on the
record date received the distributions, Mr. Stanziale adds.  If
those beneficial owners sold their shares after the record date
in NASD regulated markets, they received the benefit of the
distributions in the purchase price that reflected their legal
obligation to transfer the distribution to the purchasers of
their Old THCR Common Stock, the Reorganized Debtors assert.

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: Court Defines World's Fair Sale Expenses
------------------------------------------------------
The Official Committee of Equity Security Holders in Trump
Hotels & Casino Resorts, Inc., nka Trump Entertainment Resorts,
Inc.'s bankruptcy cases understands that an order approving the
sale of the World's Fair Site will provide for the allocation of
the cash purchase price to be paid by the successful bidder at
closing.  Pursuant to the Debtors' Plan of Reorganization, certain
expenses may be deducted from the Purchase Price, with the net
proceeds to be distributed to the Debtors' non-insider
shareholders.

The Equity Committee also understands that the expenses to be
deducted from the purchase price would be limited to:

    * the fees and costs of Cushman & Wakefield of Pennsylvania,
      Inc., the broker employed to market the Site;

    * the pro-rated, pre-closing, portion of any sale, transfer or
      document taxes associated with the sale; and

    * customary closing costs associated with the sale.

Daniel K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that the Equity Committee understands that the
World's Fair Sale Expenses would exclude any professional fees
and costs, whether incurred on behalf of the Equity Committee,
the Debtors, or any other party.

As provided in the Plan, Mr. Astin notes, C&W's fees and costs
will be treated as World's Fair Expenses.  The Plan makes no
mention of any other professional's fees and costs being
similarly included.  Therefore, the Equity Committee concludes,
the Plan excludes professional fees and costs, other than C&W,
from being treated as World's Fair Expenses.

In addition, Mr. Astin points out, the Plan did not indicate any
professional fees and expenses being paid from any other source,
including the World's Fair Sale Proceeds.  Therefore, other than
C&W's Fees, the default under the Plan is that all professional
fees and costs will be paid by the Reorganized Debtors, Mr. Astin
contends.

The Plan does not provide any mechanism for professional fees and
expenses to be reviewed for reasonableness by the Equity
Committee, Mr. Astin observes.  While the portion of the
Reorganized Debtors' fees and costs related to the sale should be
minimal, the Equity Committee notes it does not have any
opportunity to assess the extent to which the Debtors' post-
Effective Date fees and costs relate to the sale of the World's
Fair Site, much less whether they are reasonable.  The Plan's
omission of any review mechanism confirms that those fees and
costs must be excluded from the World's Fair Sale Expenses, Mr.
Astin insists.

Accordingly, the Equity Committee asks the Court to clarify in
the Sale Order that the World's Fair Sale Expenses will exclude
fees and costs incurred by any professional other than C&W,
whether incurred on behalf of the Equity Committee, the Debtors,
or any other party.

                         Debtors Respond

The Reorganized Debtors assert that the Equity Committee is
attempting to foist their postpetition fees and expenses on them.
The Equity Committee's attempt cannot find support in the Plan or
any other Court order, Charles A. Stanziale, Jr., Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, in Newark, New
Jersey, argues.

While the issue of what fees and expenses they must bear is not
before the Court, the Reorganized Debtors did not want the Court
to make any rulings on the issue in connection with the World's
Fair Site sale hearing.  Moreover, the Reorganized Debtors
believe that the Equity Committee has misread certain provisions
of the Plan.

Mr. Stanziale tells the Court that a provision in the Plan on the
"Payment of Professional Fees" applies only to fees and expenses
incurred by the Debtors -- not some other entity.  Therefore, he
concludes, the Equity Committee's bald statement that "the
default under the Plan is that all professional fees and costs
will be paid by the Debtors" finds no support in the Plan or
elsewhere.

The Reorganized Debtors insist that the definition of "World's
Fair Sale Expenses" is not limited solely to costs of a broker
and the Debtors' portion of sale, transfer and document taxes.
Mr. Stanziale attests that the lead-in to the definition provides
that expenses "may include" broker fees and the Debtors' taxes.
The definition does not state that World's Fair Sale Expenses
"only" include broker fees and the Debtors' taxes.  In contrast,
the only express exclusion to World's Fair Sale Expenses in the
definition is for "obligation of the Debtors to any income taxing
authorities arising from the sale of the World's Fair Site," Mr.
Stanziale adds.

Since there is no exclusion for the fees and expenses of
professionals associated with the Sale of the World's Fair Site,
the fees and expenses should be added to the World's Fair
Expenses, the Reorganized Debtors conclude.

The Reorganized Debtors contend that they should not
independently bear the fees and expenses of the Equity
Committee's professionals when all the work associated with the
World's Fair Site is for the benefit of the Equity Committee's
constituents.

By a Court order, Mr. Stanziale says, the World's Fair Site Sale
proceeds will be escrowed pending resolution of the motion by
certain shareholders to compel further distributions under the
Plan.  Therefore, he continues, the Equity Committee will have
sufficient time after the hearing on the sale to assert whatever
rights exist vis-a-vis the sale proceeds.

Nonetheless, the Equity Committee wants a specific finding in the
Sale Order that the World's Fair Sale Expenses should exclude
fees and costs incurred by any professional other than C&W.  That
finding, Mr. Stanziale says, is at odds with the Plan.  Moreover,
the Reorganized Debtors reserve their rights to challenge any
attempt to compel them to pay the fees and expenses of the Equity
Committee professionals beyond what was expressly provided in the
Plan.

            Court Defines World's Fair Sale Expenses

Judge Wizmur defines the World's Fair Sale Expenses as to include
all fees and expenses incurred by any professional other than
Cushman & Wakefield of Pennsylvania, Inc., whether incurred on
behalf of the Official Committee of Equity Security Holders, the
Debtors, the Reorganized Debtors or any other party.

Consistent with the Plan of Reorganization, Judge Wizmur directs
the Reorganized Debtors to pay all reasonable fees and expenses
incurred by counsel for the Equity Committee subsequent to the
Effective Date.

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: Posts $1.8 Billion Net Loss in Third Quarter
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported its third-
quarter 2005 financial results.

UAL reported third-quarter operating earnings of $165 million,
$245 million better than the same quarter last year, despite
higher fuel prices for the mainline and regional affiliates
negatively impacting fuel expense by $405 million year-over-year.
UAL reported a net loss of $1.8 billion, which includes $1.8
billion in reorganization items.  The company believes the best
indicator of United's post-reorganization financial performance is
provided by reviewing operating and net earnings excluding
restructuring charges.  Excluding the reorganization items, UAL
earned a net profit for the third quarter totaling $68 million.

Reorganization items were primarily driven by $1.7 billion in non-
cash aircraft rejection charges.  It is common for the results of
operations of companies progressing through Chapter 11 to be
impacted by non-cash charges related to their reorganization,
especially as restructuring work nears completion.  Charges based
on the claims of the Company's creditors are recorded at the
amount expected to be allowed by the court.  However, as shown in
the Company's Plan of Reorganization, these claims are expected to
be settled at exit for a minor fraction of the amount of the
charges recorded.  Looking forward, the Company is expected to
record a large gain at exit in 2006 when these claims are settled
for less than the amounts originally recorded.  It is important to
note that this is a matter of accurate accounting, and that
neither the aircraft rejection charges recorded at this time nor
the gain expected to be recorded at exit in 2006 have any
significant impact on the company's cash position.

"United is a fundamentally better company today with sustainable
improvements across the business and solid operational
performance.  The results we are reporting make it clear that we
have done well this quarter in overall cost control, especially
given the significant reduction in capacity," said Glenn Tilton,
United's chairman, CEO and president.  "There is more work to do -
- and opportunity to be gained -- as United becomes even more
vigorously competitive in generating revenue and reducing costs."

       United's Restructuring Builds Momentum towards Exit

In the third quarter of 2005, United achieved significant
milestones in its restructuring activities.  As part of the recent
restructuring efforts, United:

    -- Filed the Plan of Reorganization detailing the company's
       new structure and business plan;

    -- Set a schedule, agreed by the Creditors' Committee and the
       Court, which results in an exit from bankruptcy in
       February, 2006;

    -- Finalized a commitment for $3 billion in all-debt exit
       financing with JP Morgan and Citibank; and

    -- Received Disclosure Statement approval by the Court
       allowing the plan solicitation process to begin.

"This quarter, United has accomplished a great deal and our
restructuring is largely complete.  This success demonstrates that
we have become adept at meeting the challenges of a changing
industry," said Jake Brace, United's executive vice president and
chief financial officer.  "Third quarter results are strong,
despite a $405 million impact from higher fuel prices year-over-
year."

                   Mainline Revenue Results

During the quarter, mainline passenger unit revenue increased 11%
and yield increased 9%, compared to third quarter last year.
System load factor increased 2 points to 84%.  Results for the
third quarter of 2005 reflect a 3% reduction in traffic on a 5%
reduction in system capacity compared with the same period last
year.  United achieved one of the highest system length-of-haul
adjusted passenger unit revenues in the industry.

During the third quarter, reallocation of aircraft capacity to
international markets and further optimization of United's
domestic schedule contributed to an increase in fleet utilization
of 4% compared to the same period last year.  As a result, year-
over-year the company reduced the number of aircraft in its fleet
by 10 percent, while reducing system available seat miles by only
5%.

During the quarter the company introduced its new explus United
Express flights, featuring United First Class, Economy Plus and
United Economy seating on 70-seat regional jets and expanded the
scope of the company's unparalleled route network.  Customer-
focused initiatives include:

    -- United's Business 1 program which will make travel more
       convenient for business customers traveling in and out of
       Chicago O'Hare International Airport, including the
       convenience of dedicated and close-in departure gates and
       an on-time arrival guarantee on all Business 1 flights;

    -- Expanded redemption choices for customers' travel awards
       through the company's Mileage Plus loyalty program; and

    -- Completed code share agreements with new Star Alliance
       members TAP and South African Airways.

"Third quarter results show that our revenue continues to improve
faster than the industry, and performance trends are encouraging,"
said John Tague, executive vice president -- marketing, sales and
revenue.  "However, they do not fully reflect United's potential
and we see additional opportunities to improve revenue generation,
as industry domestic capacity continues to decline, and our own
international growth moderates."

United continues to be committed to enhancing the customer
experience with industry-leading products, including United
Economy Plus service, the introduction of explus premium service
on 70-seat regional jets for United Express, and the success of
United's p.s., premium transcontinental service between New York
and Los Angeles or San Francisco.  United also continues to
transform and optimize all areas of revenue execution, including
its business-to-business sales efforts, loyalty programs, revenue
management and all areas of network optimization.

"These efforts clearly place us on a course to make United the
leader in revenue performance," Tague said.

              Mainline Operating Expenses

Mainline operating expense per available seat mile was up only 5
percent from the year-ago quarter, despite a 5 percent decrease in
capacity and a 46 percent increase in mainline fuel price.
Salaries and related costs were down 21 percent, or $270 million,
primarily reflecting recent labor and management cost reductions
and an 8 percent reduction in manpower.

Mainline fuel expense was $301 million higher than in the third
quarter 2004.  Fuel expense is now the company's single largest
expense item, surpassing salaries and related expenses. Average
mainline fuel price for the quarter was $1.90 per gallon
(including taxes).  Excluding fuel, mainline operating expenses
per available seat mile decreased 5%.

The company had an effective tax rate of zero for all periods
presented, which makes UAL's pre-tax loss the same as its net
loss.

                            Cash

The company ended the quarter with an unrestricted cash balance of
$1.7 billion, and a restricted cash balance of $954 million, for a
total cash balance of $2.7 billion.  The unrestricted cash balance
increased by $35 million during the quarter.

                         Operations

In the most recent data available from the U.S. Department of
Transportation, United was ranked Number 1 for the last 12 months
in on-time performance and ranked second in the least mishandled
baggage among the six major network carriers.  In addition,
employee productivity (available seat miles divided by employee
equivalents) was up 2% for the quarter compared to the same period
in 2004.

"United's employees continue to earn some of the highest customer
satisfaction ratings in company history and are outpacing the
industry in on-time performance," said Pete McDonald, United's
chief operating officer.  "We will focus on consistent delivery of
quality service, as we continue to optimize our resources,
shortening aircraft turn times and increasing facility
utilization."

Fuel costs remain a concern for the industry as a whole, but
because of United's self-supply strategy, the company has
insulated itself from supply shocks resulting from problems along
the supply chain.  United experienced no fuel related supply or
operational problems due to either hurricane Katrina or Rita.

                            Outlook

United expects fourth-quarter system mainline capacity to be down
about 3% year-over-year.  System mainline capacity for 2005 is
expected to be about 3% lower than 2004.

The company has entered into hedge agreements for heating oil for
the equivalent of 9% of its expected fuel consumption for the
fourth quarter at an average of $1.32 per gallon, including taxes.
To the extent the jet fuel crack spread is higher than the heating
oil crack spread, the company's jet fuel expense could be
negatively impacted.
              
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 PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: United Properties & Investments, LLC
             588 Cowan Road
             Temple, Georgia 30179

Bankruptcy Case No.: 05-15021

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                             Case No.
   ------                                             --------
   Terry Fernander Construction & Development, Inc.   05-15022
   Terry L. Fernander                                 05-15024

Type of Business: The Debtors are contractors.

Chapter 11 Petition Date: October 31, 2005

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: Robert A. Chambers, Esq.
                  Donovan Chambers, PC
                  8440 Courthouse Square
                  Douglasville, Georgia 30134
                  Tel: (770) 947-3540

                              Total Assets   Total Debts
                              ------------   -----------
United Properties &             $1,212,625      $768,077
Investments, LLC

Terry Fernander Construction        $2,800    $3,190,649
and Development, Inc.

Terry L. Fernander                      $0      $992,813

A. United Properties & Investments, LLC's 5 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Taylor, Bean & Whittaker         Bank loan             $339,648
c/o McCalla, Raymer,
Padrick, Cobb
1544 Old Alabama Road
Roswell, GA 30076

Citizens Bank & Trust            Bank loan             $343,716
P.O.Box 2127
Carrollton, GA 30117

Carroll County Tax Commissioner  Taxes                   $7,766
423 College Street, Room 401
Carrollton, GA 30117

Home Depot Credit Services       Trade debt              $1,902
P.O. Box 6029
The Lakes, NV 88901-6029


Duron Paints & Wall Coverings    Trade debt                $845
2551 East Highway 166
Carrollton, GA 30116

B. Terry Fernander Construction & Development's 5 Largest
   Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CB&T                             Bank loan           $2,525,690
O. Box 105555
Atlanta, GA 30348

West Georgia National Bank       Bank loan             $290,399
201 Maple Street
Carrollton, GA 30117

Unity National Bank                                    $156,800
P.O. Bank 200308
Cartersville, GA 30120

Granite State Ins. Co.                                 $129,990
c/o Lerner & Weiss
16000 Ventura Boulevard
Encino, CA 91436-2730

New Holland Credit               Bank loan              $50,722
P.O. Box 0507
Carol Stream, IL 60132-0507

C. Terry L. Fernander's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GMAC                             Bank Loan             $645,512
c/o McCalla, Raymer,
Padrick, Cobb
1544 Old Alabama Road
Roswell, GA 30076

Taylor, Bean & Whittaker         Bank loan             $222,118
c/o McCalla, Raymer,
Padrick, Cobb
1544 Old Alabama Road
Roswell, GA 30076

CB&T                             Bank loan              $58,900
O. Box 105555
Atlanta, GA 30348

State Farm Bank                                         $33,651
P.O. Box 3299
Milwaukee, WI 53201-3299

New Holland Credit                                      $12,646
P.O. Box 0507
Carol Stream, IL 60132-0507


UNITED WOOD: Files Schedules of Assets and Liabilities
------------------------------------------------------          
United Wood Products Company, aka United Oil Company, delivered
its Schedules of Assets and Liabilities to the U.S. Bankruptcy
Court for the District of Oregon, disclosing:

   Name of Schedule               Assets         Liabilities
   ----------------               ------         -----------
A. Real Property                 
B. Personal Property            $58,622,000
C. Property Claimed
   As Exempt
D. Creditor Holding                                $1,563,211
   Secured Claim                
E. Creditors Holding Unsecured                          4,056
   Priority Claims
F. Creditors Holding Unsecured                      1,613,858
   Nonpriority Claims           
G. Executory Contracts and
   Unexpired Leases
H. Codebtors
I. Current Income of
   Individual Debtor(s)
J. Current Expenditures of
   Individual Debtor(s)
                                -----------        ----------
   Total                        $58,622,000        $3,181,125

Headquartered in Portland, Oregon, United Wood Products Company,
aka United Oil Company, filed for chapter 11 protection on Sept.
19, 2005 (Bankr. D. Ore. Case No. 05-41285). John G. Crawford,
Jr., Esq., at Schwabe, Williamson & Wyatt represents the Debtor in
its restructuring efforts.  As of Sept. 30, 2005, the Debtor
listed total assets of $58,622,000 and total debts of $3,181,125.


UNITED WOOD: Schwabe Williamson Approved as Bankruptcy Counsel
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Oregon gave United
Wood Products Company permission to employ Schwabe, Williamson &
Wyatt as its general bankruptcy counsel.

Schwabe Williamson will:

   1) to assist and advise the Debtor in the administration of its
      bankruptcy case;

   2) assist and advise the Debtor of its functions and duties as
      a debtor-in-possession under the Bankruptcy Code, including,
      but not limited to those duties pursuant to 11 U.S.C.
      Section 1107;

   3) assist the Debtor in the investigation and prosecution of
      claims belonging to the estate;

   4) advise the Debtor concerning alternatives for restructuring
      its debts and financial affairs and liquidating its assets
      pursuant to a possible plan of reorganization; and

   5) perform all other necessary legal services to the Debtor
      that are in the interests of its estate.   

John G. Crawford, Esq., a Shareholder of Schwabe Williamson, is
one of the lead attorneys for the Debtor.  Mr. Crawford discloses
that his Firm received a $75,000 retainer.  Mr. Crawford charges
$320 per hour for his services.

Mr. Crawford reports Schwabe Williamson's professionals bill:

      Professional          Designation    Hourly Rate
      ------------          -----------    -----------
      Alex I. Poust         Shareholder       $290     
      Craig G. Russilo      Associate         $215
      Michael D. Furlong    Associate         $190
      Ryan P. Steen         Associate         $175
      Tina S. Granados      Paralegal         $140

Schwabe Williamson assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Portland, Oregon, United Wood Products Company,
aka United Oil Company, filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. D. Ore. Case No. 05-41285).  As of
Sept. 30, 2005, the Debtor listed total assets of $58,622,000
and total debts of $3,181,125.


US AIRWAYS: Gets $250 Million Loan from Airbus & Wells Fargo
------------------------------------------------------------
US Airways, Inc., and America West Airlines on Sept. 27, 2005,
entered into two loan agreements with Airbus Financial Services,
as Initial Lender and Loan Agent, and Wells Fargo Bank Northwest,
National Association, as Collateral Agent, US Airways Group, Inc.,
discloses in a regulatory filing with the Securities and Exchange
Commission.

AFS and Wells Fargo have committed to provide up to $161,000,000
and up to $89,000,000 in loans.

The Airbus Loans bear interest at a rate of LIBOR plus a margin,
subject to adjustment.

On September 27, all of the Airbus $161 Million Loan and
$14,000,000 of the Airbus $89 Million Loan were drawn and are
available for use for general corporate purposes.  The remaining
portion of the Airbus Loans is payable in multiple draws upon the
occurrence of certain conditions, including the taking of
delivery of certain aircraft, on the due dates for certain
amounts owing to AFS or its affiliates to refinance the amounts,
after payment of certain invoices for goods and services provided
by AFS or its affiliates, or upon receipt by AFS of certain
amounts payable in respect of existing aircraft financing
transactions.  The full amount of the Airbus Loans is expected to
be available by the end of 2006.

Amounts drawn upon the Airbus Loans are drawn first upon the
Airbus $161 Million Loan until it has been drawn in its full
amount, in which event the remaining portion of the $250 million
total commitment will be drawn upon the Airbus $89 Million Loan.
The amortization payments under the Airbus $161 Million Loan will
become due in equal quarterly installments of $13 million
beginning on March 26, 2008, with the final installment due on
December 31, 2010.  The outstanding principal amount of Airbus
$89 Million Loan will be forgiven in writing December 31, 2010,
or an earlier date, if on that date the outstanding principal
amount of, accrued interest on, and all other amounts due under
the Airbus $161 Million Loan have been paid in full.

The Airbus Loans are secured by:

    -- a lien on spare parts and certain engines of AWA, which
       lien has second priority upon the spare parts and engines
       behind AWA's existing spare parts and engine loan
       agreements with General Electric Capital Corporation;

    -- a lien on five Airbus A321 aircraft previously financed by
       an affiliate of AFS; and

    -- predelivery payments and other deposits held in respect of
       certain purchase agreements with AWA, US Airways or
       US Airways Group.

The Airbus Loans guaranteed by US Airways Group.

The Airbus Loans also:

   1.  require certain prepayments (payable with respect to the
       Airbus $161 Million Loan and, if principal and interest
       has otherwise become due, the $89 Million Loan) from the
       proceeds of sales of assets constituting collateral for
       the Airbus Loans;

   2.  contain customary affirmative covenants and these negative
       covenants -- restrictions on liens, mergers or
       consolidations, and restriction on certain approvals under
       the US Airways ATSB Loan and the AWA ATSB Loan; and

   3.  contain customary events of default, including payment
       defaults, cross-defaults to certain specified obligations,
       breach of covenants and bankruptcy and insolvency
       defaults.

In connection with a transfer or sale, the transferred portion of
the loans may, upon the request of AFS, be amended to add
prepayment premiums, make-whole amounts or other prepayment terms
and conditions which are at the time customary for comparable
financings in the relevant markets, as determined by review of up
to three investment banks.  US Airways, AWA and US Airways Group
have agreed, upon request, to cooperate with AFS to effect a sale
or transfer of the loans.

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: Investors Increase Holdings by $112.5 Million
---------------------------------------------------------
US Airways Group, Inc.'s (NYSE: LCC) investors have exercised all
of their options to purchase additional shares of US Airways Group
common stock at $15 per share.  The investors, which include Par
Investment Partners, L.P., Peninsula Investment Partners, L.P., a
group of investors under the management of Wellington Management
Company, LLP, and Tudor Proprietary Trading, L.L.C. and a group
of investors for which Tudor Investment Corp. acts as investment
adviser, exercised the first two-thirds of their options, which
totaled approximately 5 million shares, on Sept. 28, 2005,
resulting in aggregate proceeds to US Airways Group of
approximately $75 million.  The remaining one-third of the
options, exercisable for approximately 2.5 million shares, were
scheduled to expire on Oct. 13, 2005.  These options were
exercised in full, which resulted in an additional $38 million in
aggregate proceeds to US Airways Group.

When combined with other equity raised in connection with the
merger, US Airways Group has now raised $867 million in new
equity, which is the most new equity ever raised by a U.S.
airline.  Total cash on hand, including restricted cash, is now
over $2.5 billion despite post-merger transactions of
$116 million to repurchase warrants from the Air Transportation
Stabilization Board and $125 million, which was used to retire
certain debt to General Electric Capital Corporation.

US Airways Group Chairman, President and CEO Doug Parker said,
"The market's confidence in the new US Airways is extremely
gratifying, and is evidenced by today's announcement and backed
further by the recent sale of our former government-backed loans.
While we have much work to do to successfully complete the
integration of our two airlines, we are confident that we have
taken the right steps to adequately fund a firm foundation for
our new airline."

With all merger-related equity transactions now closed, the
estimated ownership breakout of US Airways Group is:

                                       Primary Shares
     Entity                            (in thousands)  Percentage
     ------                            -------------   ----------
     Equity Investors
        Wellington Management              11,091          14%
        PAR Investment Partners            10,769          14%
        Eastshore Aviation                  8,333          11%
        ACE Aviation Holdings               5,000           6%
        Tudor Investment                    4,806           6%
        Peninsula Investment Partners       4,000           5%

     Other Public Equity
        Former America West Shareholders   15,109          20%
        Former US Airways Creditors         8,212          11%
        Post Merger Public Offering         9,775          13%

     Total Shares                          77,095         100%

The Company anticipates shares on a fully diluted basis will
approximate 78.5 million, which assumes the buy back of warrants.  
Fully diluted shares represent the primary shares outstanding
plus potential common stock including options, warrants and
restricted stock units.  Convertible notes are not included in
this fully diluted share count.

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.


VERILINK CORP: Posts $1.9 Million Net Loss in First Quarter
-----------------------------------------------------------
Verilink Corporation (NASDAQ: VRLK) reported financial results for
the first fiscal quarter ended Sept. 30, 2005.

Net sales were $11.0 million, a decrease of 11% year over year
from $12.3 million in the same period of fiscal 2005.  Net loss
computed in accordance with generally accepted accounting
principles for the first quarter of fiscal 2006 was $1.9 million
compared to net loss of $24.5 million in the first quarter of
fiscal 2005.

First quarter GAAP results included acquisition-related and other
items totaling $1.1 million, which includes stock based
compensation of $552,000 due to our adoption of SFAS No. 123R,
Share Based Payment, as of July 2, 2005 and intangible assets
amortization of $564,000.  Excluding the effects of these items,
non-GAAP loss was $815,000 compared to a non-GAAP loss for the
first quarter of fiscal 2005 of $3 million.  For the year-ago
quarter, the net adjustment to reconcile to the GAAP net loss
totaled $21.5 million, which included a $20 million charge for
impairment of goodwill, intangible assets amortization of
$572,000, restructuring charges of $443,000, compensation expense
of $233,000 related to restricted stock awards, and direct
acquisition costs paid and expensed of $287,000.

"Revenues were down sequentially due to various factors, primarily
the timing of orders from a large carrier customer and our focus
to improve gross margins, which resulted in our decision to forego
lower-margin business," stated Leigh S. Belden, President and CEO
of Verilink.  "Despite the lower revenues, we were able to improve
gross margins by 350 basis points, reduce non-GAAP operating
expenses by $1.3 million and substantially narrow our non-GAAP
operating loss on a sequential basis as a result of actions we
took to accelerate our return to profitability.  From a business
development standpoint, we acquired the ArcaDACSTM Digital Cross
Connect and SechtorTM 300 Multiservice Edge Concentrator product
lines from Zhone to ensure continuity and expansion of our
footprint with our largest customer, as well as to extend our
offering across the "last mile" from the customer premise to the
network edge."

Verilink Corporation -- http://www.verilink.com-- is a leading  
provider of next-generation broadband access solutions for today's
and tomorrow's networks.  The company develops, manufactures and
markets a broad suite of products that enable carriers (ILECs,
CLECs, IXCs, and IOCs) and enterprises to build converged access
networks to deliver cost-effective next-generation communications
services to their end customers.  The company's products include a
complete line of VoIP, VoATM, VoDSL and TDM-based integrated
access devices (IADs), optical access products, wireless access
devices, and bandwidth aggregation solutions including CSU/DSUs,
multiplexers and DACS.  The company also provides turnkey
professional services to help carriers plan, manage and accelerate
the deployment of new services. Verilink is headquartered in
Centennial, CO (metro Denver area) with operations in Madison, AL
and Newark, CA and sales offices in the U.S. and Europe.

                        *     *     *

                     Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC of Denver, Colorado, expressed
substantial doubt about Verilink Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal year ended July 1, 2005.  The auditing
firm cites the Company's working capital deficiency, operating
loss and negative cash flow from operations.


VERILINK CORP: Amends Agreement Terms with Noteholders
------------------------------------------------------
Verilink Corporation and the holders of its senior secured
convertible notes issued Mar. 21, 2005 agreed to reduce the
"target working capital" amounts under the terms of the notes to
$6.5 million for the quarter ended Sept. 30, 2005, and for
subsequent quarters, to $6.8 million less 80% of the principal
amount of any notes redeemed or converted subsequent to the date
of the amendment plus 80% of the principal amount of any newly
issued notes from the exercise of the holders' right to purchase
additional notes.  Under the terms of the notes, if the Company's
tested working capital as of the end of a fiscal quarter does not
meet the target working capital amount, the holders of the notes
may require the Company to make certain additional principal
payments on the notes.

Verilink has also agreed to apply 50% of the net proceeds (after
satisfaction of the first mortgage commissions, and closing costs)
from a sale of its Explorer Boulevard property in Huntsville,
Alabama to reduce the outstanding principal amount of the notes.
Verilink has agreed to reduce the exercise price of the warrants
for 830,563 shares of common stock issued in connection with the
initial issuance of the notes to $.93 per share of common stock.

As part of the initial purchase of these notes and warrants in
March 2005, the holders acquired additional investment rights to
purchase up to an aggregate of $5 million in principal amount of
additional notes.  The Company has agreed to reduce the conversion
price of the additional notes that would be issued if the holders
exercise their additional investment rights to $1.00 per share of
common stock, and to extend the expiration of the holders' right
to exercise their additional investment rights to June 29, 2006.
The conversion price of the currently outstanding $8 million
principal amount of notes is $3.01 per share and has not been
amended.

The amendments also include revisions to the default and
restricted payment provisions of the notes and certain other
changes to the transaction documents.

Verilink Corporation -- http://www.verilink.com-- is a leading  
provider of next-generation broadband access solutions for today's
and tomorrow's networks.  The company develops, manufactures and
markets a broad suite of products that enable carriers (ILECs,
CLECs, IXCs, and IOCs) and enterprises to build converged access
networks to deliver cost-effective next-generation communications
services to their end customers.  The company's products include a
complete line of VoIP, VoATM, VoDSL and TDM-based integrated
access devices (IADs), optical access products, wireless access
devices, and bandwidth aggregation solutions including CSU/DSUs,
multiplexers and DACS.  The company also provides turnkey
professional services to help carriers plan, manage and accelerate
the deployment of new services. Verilink is headquartered in
Centennial, CO (metro Denver area) with operations in Madison, AL
and Newark, CA and sales offices in the U.S. and Europe.

                        *     *     *

                     Going Concern Doubt

Ehrhardt Keefe Steiner & Hottman PC of Denver, Colorado, expressed
substantial doubt about Verilink Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal year ended July 1, 2005.  The auditing
firm cites the Company's working capital deficiency, operating
loss and negative cash flow from operations.


VISIPHOR CORPORATION: Grant Thornton Replaces KPMG as Auditor
-------------------------------------------------------------
Visiphor Corporation reported that Grant Thornton LLP, Chartered
Accountants has accepted appointment as the Company's auditor.  
KPMG LLP, Chartered Accountants has resigned as the Company's
auditor at the Company's request.  The Audit Committee and
management of the Company made the change decision following a
careful cost-benefit analysis of services offered by the two
firms, and taking into account the escalating costs associated
with retaining KPMG as the Company's auditor.

KPMG, in its audit report on the Company's December 31, 2004
financial statements, said that the financial statements are
affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern.  

For the six-months ended June 30, 2005, the Company had incurred a
loss from operations of $3,016,481 and a deficiency in operating
cash flow of $1,788,221.  In addition, the Company has incurred
significant operating losses and net utilization of cash in
operations in all prior periods.  At June 30, 2005, the Company
has a working capital deficiency of $54,290.

Based in Vancouver, British Columbia, Visiphor Corporation
specializes in developing and marketing software products that
enable integrated access to applications and databases.  The
company also develops solutions that automate law enforcement
procedures and evidence handling.  These solutions often
incorporate Visiphor's proprietary facial recognition algorithms
and tools.  Using industry standard "Web Services", Visiphor
delivers a secure and economical approach to true, real-time
application interoperability.  The corresponding product suite is
referred to as the Briyante Integration Environment.


W.R. GRACE: Earns $32.1 Million of Net Income in Third Quarter
--------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) reported financial results for the
third quarter and nine-month period ended Sept. 30, 2005.

Sales for the third quarter of 2005 were $653.4 million compared
with $579.9 million in the prior year quarter, a 12.7% increase.  
The increase was attributable to higher sales volume in all
geographic regions, improved product mix, selling price increases
in response to cost inflation and, to a lesser degree,
acquisitions and favorable currency translation.  Sales increased
11.4% for the Davison Chemicals segment and 14.1% for the
Performance Chemicals segment.

Net income in the third quarter 2005 was $32.1 million compared
with $48.0 million in the prior year quarter.  Net income in the
2004 third quarter included a $50.0 million pre-tax gain ($32.5
million after tax) from a litigation settlement.  The 2005 third
quarter includes a $16.0 million favorable change in estimated
liabilities for tax exposures.

Pre-tax income from core operations was $59.1 million, 2.4% higher
than the third quarter of last year.  Pre-tax operating income of
the Performance Chemicals segment was $45.5 million, up 15.2%
compared with the 2004 third quarter, attributable principally to
higher sales volume, partially offset by higher raw material
costs, which exceeded the effect of selling price increases.  Pre-
tax operating income of the Davison Chemicals segment was $36.8
million, down 13.6% compared with the third quarter last year,
primarily due to lost sales and extra costs related to Hurricanes
Katrina and Rita in the Gulf of Mexico region of the United
States, as well as higher costs of energy and certain raw
materials.  Grace's production facility for refining catalysts in
Lake Charles, Louisiana, was shutdown for two weeks by Hurricane
Rita.  Grace satisfied customer demand from its other catalysts
plants, incurring added production and distribution costs, and
added expenses to support its displaced workers in Lake Charles.

Sales for the nine months ended September 30, 2005 were $1,933.1
million compared with $1,670.8 million for the first nine months
of 2004, a 15.7% increase.  Net income for the same periods was
$67.9 million compared with $85.1 million.  The decline in net
income is principally associated with the one-time gain from the
settlement of litigation in the 2004 third quarter.  Pre-tax
income from core operations amounted to $155.4 million for the
first nine months of 2005, a 6.8% increase over the same period
last year, primarily attributable to higher sales.

"We continued to deliver solid sales growth in the third quarter
despite the impact of the hurricanes in the Gulf of Mexico," said
Grace's President and Chief Executive Officer Fred Festa.
"Operating income from our Performance Chemicals segment benefited
from good construction markets and the success of growth
initiatives, more than offsetting the difficulties faced by our
Davison Chemicals segment from the hurricanes.  All of our workers
at our Lake Charles, Louisiana site are safe and the facility is
back to full production after being off-line for two weeks.  The
hurricanes have caused reduced production at certain customer
sites, added costs for support of workers and customers through
the recovery period, and higher energy costs caused by supply
dislocation.  We will continue to work with our customers to
balance our selling prices with an unprecedented increase in
energy and material costs."

                     Core Operations

                    Davison Chemicals

Third quarter sales for the Davison Chemicals segment were $338.3
million, up 11.4% from the prior year quarter, mainly reflecting
strong global demand for reduced-sulfur transportation fuels and
higher selling prices to partially offset increases in raw
material costs.  Currency translation was not a significant factor
in the third quarter.  Sales of refining technologies products,
which include fluid cracking catalysts, hydroprocessing catalysts
and performance additives used in petroleum refining, were $197.7
million in the third quarter, up 16.9% compared with the prior
year quarter.  The increase resulted from higher volume of
hydroprocessing catalysts in response to worldwide demand for
cleaner fuels, and added revenue from the contractual pass-through
of metals costs.  Hurricanes Katrina and Rita, which caused shut-
downs of a number of refineries in the United States, negatively
affected sales of fluid cracking catalysts in the third quarter
and is likely to continue to have some negative effect in the
fourth quarter.  Grace is evaluating the potential insurance
recovery for business interruption costs. Sales of specialty
materials products, which include silica-based engineered
materials, specialty catalysts, and products used for drug
discovery and purification, were $140.6 million, up 4.4% compared
with the third quarter of 2004.  The increase was primarily
attributable to sales from the acquisition of Alltech
International Holdings, Inc., completed in August 2004, increases
in selling prices to address raw material cost inflation, and a
better product sales mix; offset by lower sales of engineered
materials in Europe as a result of lower economic activity in
parts of that region.

Operating income of the Davison Chemicals segment for the third
quarter of 2005 was $36.8 million compared with $42.6 million in
the 2004 third quarter, a 13.6% decrease.  Operating margin was
10.9%, about 3.1 percentage points lower than the prior year
quarter.  The decrease in operating income was primarily
attributable to the loss of sales and added costs related to
Hurricanes Katrina and Rita.  These losses, together with higher
energy and raw material costs, more than offset improvements in
operating income of Davison operations not affected by the
hurricanes.

Sales of the Davison Chemicals segment for the first nine months
of 2005 were $1,031.9 million, up 18.3% from the same period of
2004 (16.6% excluding the favorable effects of currency
translation).  Year-to-date operating income was $117.6 million,
compared with $112.1 million for the prior year, a 4.9% increase,
with operating margins at 11.4% compared with 12.8% last year.
Year-to-date operating results reflect higher sales in all regions
and major product lines offset by the negative effects of the
hurricanes in the Gulf of Mexico, higher raw material and energy
costs and costs associated with integrating business functions and
processes.

                    Performance Chemicals

Third quarter sales for the Performance Chemicals segment were
$315.1 million, up 14.1% from the prior year quarter, primarily as
a result of strong growth in sales volume worldwide and increases
in selling prices, which partially offset higher raw material
costs.  Currency translation was not a significant factor in the
third quarter.  Sales of specialty construction chemicals, which
include concrete admixtures, cement additives and masonry
products, were $161.2 million, up 17.9% compared with the prior
year quarter.  Sales were up in all regions, mainly reflecting
geographic expansion and other growth initiatives, as well as
strong construction activity, primarily in North America.  Sales
of specialty building materials, which include waterproofing and
fire protection products, were $77.9 million, up 13.6% compared
with the third quarter of 2004.  The increase reflects higher
sales of roofing underlayments to the residential segment in North
America, added sales from the acquisition of the TRI-FLEX 30(R)
synthetic roofing underlayment product line in December 2004, and
higher sales of specialty below-grade commercial waterproofing
worldwide.  Sales of Darex(R) specialty sealants and coatings,
used in rigid food and beverage packaging, were $76.0 million, up
7.3% compared with the third quarter of 2004.  Sales were up in
all geographic regions as a result of the continued commercial
success of Daraform(R) closure sealants and specialty can
coatings, as well as selling price increases, which partially
offset higher raw material costs.

Operating income for the Performance Chemicals segment was $45.5
million in the third quarter of 2005 compared with $39.5 million
for third quarter of 2004, a 15.2% increase.  Operating margin of
14.4% was slightly higher than the third quarter of last year.
Higher operating income and margins were primarily a result of
sales volume growth, offset by raw material inflation, which
exceeded the effect of selling price increases.

Sales of the Performance Chemicals segment for the nine months
ended September 2005 were $901.2 million, up 12.9% from 2004
(11.0% excluding the favorable effects of currency translation).
Year-to-date operating income was $118.5 million compared with
$106.0 million for the first nine months of the prior year, a
11.8% increase, reflecting higher sales volume and positive
results from productivity and cost containment initiatives, offset
by raw material cost inflation, which exceeded the impact of
selling price increases.  Operating margin of 13.1% was about even
with the first nine months of last year.

                      Corporate Costs

Third quarter corporate costs related to core operations were
$23.2 million compared with $24.4 million in the prior year
quarter, and $80.7 million for the first nine months in 2005
compared with $72.6 million for the first nine months of last
year.  The year-to-date increase was attributable primarily to
higher pension expense, resulting from updated assumptions for
expected life-spans, the longevity of Grace's active work force
and amortization of deferred costs related to capital market
returns in recent years, which were factored into corporate costs
by the third quarter of last year.

                       Other Matters

During the third quarter of 2005, Grace lowered its liability
estimates for continuing tax exposures by $16 million to account
for resolution in the quarter of previously considered risks in
prior period tax returns.  The benefit of this change in estimate
is reflected as an offset to normal income tax expense in the
quarter.

As previously disclosed, Grace and current and former employees
are defendants in a criminal proceeding related to former
vermiculite mining operations in Montana, and Grace and two
employees are defendants in a civil lawsuit which was filed in the
second quarter of 2005 related to the clean-up of a former
vermiculite processing site in New Jersey.  Grace's third quarter
and year-to-date financial statements include $5.5 million and
$14.5 million, respectively, of legal costs for the defense of
Grace and the named individuals with respect to these lawsuits.  
At this time, Grace cannot predict the outcome of these lawsuits
nor the extent of any financial impact.  Defense costs are being
expensed as incurred.

Also as previously disclosed, Grace's amended proposed plan of
reorganization provides for interest on general unsecured claims
(not payable until a plan is confirmed) at rates that generally
range from 4.19% to 6.09%.  Such rates were applied to Grace's
estimate of eligible claims for the three-month and nine-month
periods ended Sept. 30, 2005, increasing third quarter and year-
to-date interest expense by approximately $9 million and $29
million, respectively.

                   Cash Flow and Liquidity

Grace's net cash flow from operating activities was $5.8 million
for the first nine months of 2005, compared with $167.4 million
for the comparable period of 2004.  In addition to an increase in
working capital in response to higher sales, the year-to-date 2005
cash flow includes payments aggregating $130.2 million to resolve
U.S. federal tax return audits and an environmental contingency at
a formerly owned site and for the roll-forward of dollar-to-euro
currency contracts.  Year-to-date 2005 pre-tax income from core
operations before depreciation and amortization was $241.5
million, 6.9% higher than the first nine months of 2004, a result
of the higher income from core operations described above.  Cash
used for investing activities was $31.3 million for the first nine
months of 2005, primarily reflecting capital replacements,
partially offset by proceeds from the termination of life
insurance policies.

At Sept. 30, 2005, Grace had available liquidity in the form of:

    * cash ($463.5 million),

    * net cash value of life insurance ($83.0 million), and

    * available credit under its debtor-in-possession facility
      ($211.6 million).

Grace believes that these sources and amounts of liquidity are
sufficient to support its business operations, strategic
initiatives and Chapter 11 proceedings for the foreseeable future.

                  Chapter 11 Proceedings

On Apr. 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary W.
R. Grace & Co.-Conn., filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.  Grace's non-U.S.
subsidiaries and certain of its U.S. subsidiaries were not part of
the Filing.  Since the Filing, all motions necessary to conduct
normal business activities have been approved by the Bankruptcy
Court.

On Nov. 13, 2004, Grace filed a plan of reorganization, as well as
several associated documents, including a disclosure statement,
with the Bankruptcy Court.  On Jan. 13, 2005, Grace filed an
amended plan of reorganization and related documents to address
certain objections of creditors and other interested parties.  The
amended Plan is supported by committees representing general
unsecured creditors and equity holders, but is not supported by
committees representing asbestos personal injury claimants and
asbestos property damage claimants.  The Bankruptcy Court
proceedings are currently focused on the estimation of Grace's
asbestos-related liabilities.  The Bankruptcy Court has approved a
process and timeline for the estimation of asbestos-related
property damage and personal injury claims, with estimation
hearings targeted for September 2006.

Most of Grace's noncore liabilities and contingencies (including
asbestos-related litigation, environmental claims, tax matters and
other obligations) are subject to compromise under the Chapter 11
process.  The Chapter 11 proceedings, including related litigation
and the claims valuation process, could result in allowable claims
that differ materially from recorded amounts.  Grace will adjust
its estimates of allowable claims as facts come to light during
the Chapter 11 process that justify a change, and as Chapter 11
proceedings establish court-accepted measures of Grace's noncore
liabilities.

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.


WINN-DIXIE: Wants to Reject Warehouse Lease in Jacksonville, Fla.
-----------------------------------------------------------------
As part of their restructuring plans, Winn-Dixie Stores, Inc., and
its debtor-affiliates sought to reduce or eliminate their
liability under many leases.  The Debtors want to reject a
573,884-square foot of warehouse property in Jacksonville,
Florida.  Their current annual rental obligation under the Lease
is $1,463,690.  The Lease will expire on June 2011.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, explains that because of the Debtors' closure of
certain of their facilities, they no longer use the warehouse at
the same level as they had previously.  In addition, Mr. Baker
reveals that the Debtors now have other available facilities in
close proximity to the warehouse that will allow them to
economically relocate and maintain any items or operations that
are currently located at the warehouse.

Furthermore, through previous marketing activities, the Debtors
entered into a sublease with Jefferson Smurfit Corporation on
January 23, 2004, pursuant to which the Subtenant subleases
174,000 square feet of the warehouse premises.  The Debtors
receive annual rental income under the Sublease for $354,149.  

Mr. Baker points out that the rent paid by the Subtenant to the
Debtors is substantially less than the rent the Debtors must pay
to the Landlord under the related Lease.  However, the Debtors
have needed the space, and this arrangement was both
operationally and financially acceptable.  The continuing subsidy
costs the Debtors over $1 million annually.

By this motion, the Debtors seek the authority of the U.S.
Bankruptcy Court for the Middle District of Florida to reject
the Lease and the Sublease.

The Debtors have concluded that the Lease constitutes a burden on
their estates and is not necessary for an effective
reorganization.  This determination regarding the Lease drove the
Debtors' decision that the Sublease should also be rejected, Mr.
Baker says.

To the extent any of the Debtors' personal property remains in
the property that is the subject of the Lease, it is of little or
no value to their estates.  In this regard, the Debtors ask the
Court to deeming any of their interest in that property abandoned
pursuant to Section 554(a) of the Bankruptcy Code.

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).


XFORMITY TECHNOLOGIES: Equity Deficit Narrows to $756k at June 30
-----------------------------------------------------------------
XFormity Technologies, Inc., fka XML-Global Technologies, Inc.,
delivered its annual report on Form 10-KSB for the year ending
June 30, 2005, to the Securities and Exchange Commission on
October 26, 2005.  

The Company reported a $2,167,272 net loss on $457,261 of net
revenues for the year ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $253,555 in total assets and
$1,010,491 in total debts.  At June 30, 2005, the Company's
equity deficit narrowed to $756,936 from a $787,857 deficit at
June 40, 2004.

Altschuler, Melvoin and Glasser LLP, the Company's auditor,
expressed substantial doubt on the Company's ability to continue
as a going concern, pointing to the Company's recurring losses
from operations and net capital deficiency.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2a2

Based in Dallas, Texas, XFormity Technologies, Inc., designs and
implements business intelligence software for large and mid-size
companies, with a focus in the quick service restaurant industry.


* Houlihan Lokey Joins Forces with Tokyo-Based ORIX Corporation
---------------------------------------------------------------
Houlihan Lokey Howard & Zukin, an international investment bank,
announced that it has agreed to join forces with ORIX Corporation
(NYSE: IX, TSE: 8591), a leading integrated financial services
group headquartered in Tokyo, in a move that will expand Houlihan
Lokey's financing strength and global capabilities.

Under the agreement, the two firms will establish a holding
company that will own the business of Houlihan Lokey and the
corporate lending operations of ORIX USA Corporation, a wholly
owned subsidiary of ORIX.  ORIX USA will own approximately 70% of
the holding company, with Houlihan Lokey's current shareholders
owning the remaining share.  Houlihan Lokey will continue to
operate under its current name and its existing management and
board structure will remain in place.

The combination between Houlihan Lokey and ORIX forms a uniquely
attractive and complementary business platform.  "Houlihan Lokey
has had another record year of accomplishments in 2005, with
continued strong performances in each of our product and industry
lines, extension of our service offerings, and office expansion
within Europe," said Jeffrey Werbalowsky, Co-CEO of Houlihan
Lokey.  "In light of the substantial growth in our corporate
finance practice and the growing international demand for our
services, this is the ideal time for us to join forces with ORIX,
which will allow us to expand our presence around the world and
specifically in Asia."

Scott Beiser, Co-CEO of Houlihan Lokey, said, "Houlihan Lokey and
ORIX form a great strategic fit.  Our complementary business lines
will be made even more valuable by the structured financing
solutions and capital resources that ORIX has to offer, and we
look forward to new opportunities to better serve our clients. In
addition, we will continue to maintain our own strong identity and
professional independence, focusing on providing the dedicated
client services that we consider the core of our franchise."

Yoshihiko Miyauchi, CEO of ORIX Corporation, said, "As a leading
international investment bank, Houlihan Lokey's combination with
ORIX will further strengthen our existing leadership in our core
business areas.  Working together with ORIX USA, Houlihan Lokey
will be a dynamic vehicle in our strategy to enhance our U.S.
presence, and we look forward to leveraging the respective
strengths and natural synergies between the two organizations."

The combined enterprise is expected to begin operations in the
first quarter of 2006, with Houlihan Lokey and the ORIX USA
Corporate Finance Group operating independently under their
respective brand names.  The holding company established to own
the two entities will initially have approximately $2.5 billion in
total assets. The new enterprise will have approximately 800
employees and operate from 10 locations in the United States and
Europe.

Houlihan Lokey was established in 1970 primarily as a provider of
valuation services and has grown since that time to become the
leading advisor in middle-market M&A transactions, one of the
largest financial advisory firms in the United States, and a
dominant global force in financial restructuring.  The firm this
year advised M&A clients such as MidAmerican Energy Holdings Co.
in its acquisition of PacifiCorp and Mammoth Mountain Ski Area in
its sale to Starwood Capital Group.  Houlihan Lokey has also
advised the official creditors' committees in the three largest
bankruptcies of all time:  Enron, WorldCom and Conseco.  The firm
this year opened a Paris office, its 10th worldwide location.

ORIX Corporation is a publicly traded international financial
services company with operations in 24 countries and regions
worldwide.  Its U.S. subsidiary, ORIX USA, is headquartered in
Dallas and provides corporate lending, leasing and real estate
services.  Since beginning its operations over 20 years ago, ORIX
USA has expanded its activities to virtually all aspects of
middle-market commercial and real estate financing.

                  About Orix Corporation

ORIX Corporation (NYSE: IX, TSE: 8591) -- www.orix.co.jp -- is an
integrated financial services group based in Tokyo, Japan,
providing innovative value-added products and services to both
corporate and retail customers.  With operations in 24 countries
and regions worldwide, ORIX's activities include corporate
financial services, such as leases and loans, as well as
automobile operations, rental operations, real estate-related
finance, real estate, life insurance, and investment banking.

                  About Houlihan Lokey

Houlihan Lokey Howard & Zukin -- http://www.hlhz.com/-- an  
international investment bank, provides a wide range of services,
including mergers and acquisitions, financing, financial opinions
and advisory services, and financial restructuring.  Houlihan
Lokey has ranked among the top 10 M&A advisors in the U.S. for the
past five years, has been the No. 1 provider of M&A fairness
opinions for five consecutive years, and has one of the largest
worldwide financial restructuring practices of any investment
bank.  Established in 1970, the firm has over 700 employees in 10
offices in the United States and Europe.


* Wilmer Cutler Names Ben W. Heineman Jr. as Senior Counsel
-----------------------------------------------------------
Wilmer Cutler Pickering Hale and Dorr LLP reported that Ben W.
Heineman, Jr., Esq., Senior Vice President for Law and Public
Affairs at General Electric Company, will become Senior Counsel to
the firm, effective Feb. 1, 2006.  Mr. Heineman, who was GE's
Senior Vice President-General Counsel from 1987-2003, will work on
a wide range of issues:

    * globalization;
    * public policy;
    * corporate citizenship and governance; and
    * mediation and arbitration.

Mr. Heineman will retire from GE at the end of this year.

On Feb. 1, 2006, Mr. Heineman will also become a Senior Fellow at
the Belfer Center for Science and International Affairs at Harvard
University's John F. Kennedy School of Government, Distinguished
Senior Fellow at the Program on the Legal Profession at the
Harvard Law School and a Senior Advisor to the Center for
Strategic and International Studies.  Mr. Heineman will research
and write on a variety of topics, including globalization,
anticorruption, corporate citizenship, dispute resolution and the
legal profession.

"We are thrilled to welcome a legend to the firm.  Ben's wealth of
experience and keen insight into complex legal issues will serve
as an invaluable resource to our clients around the world," said
Jamie Gorelick, Partner and Co-chair of both the Public Policy and
Strategy Practice and the Defense, National Security and
Government Contracts Practice at WilmerHale.

As GE's General Counsel, Mr. Heineman was responsible for managing
a team of more than 1,000 in-house lawyers in over 100 countries
around the world.  As the premier corporate general counsel in the
world, Mr. Heineman helped create a culture of integrity and
compliance where lawyers also play a key role in business and
management.  Under Mr. Heineman's leadership, the GE law
department has become world-renowned for its excellence.  A number
of former GE corporate counsels now head law departments at other
Fortune 500 companies.

Prior to joining GE, Mr. Heineman was Managing Partner at Sidley &
Austin's Washington office focusing on Supreme Court and test case
litigation.  Prior to that, Mr. Heineman served as Assistant
Secretary for Planning and Evaluation with the U.S. Department of
Health, Education, and Welfare under President Carter.

"It's a pleasure to join such a deep team of accomplished lawyers.
I look forward to this new opportunity and new chapter in my legal
career," noted Mr. Heineman.

Mr. Heineman is a graduate of Harvard College, Oxford University
and Yale Law School.  A Rhodes scholar, Editor in Chief of the
Yale Law Journal, and Law Clerk to Supreme Court Justice Potter
Stewart, Mr. Heineman started his career as a Staff Attorney for
the Center for Law & Social Policy in Washington, D.C. and then as
a litigator at Williams & Connolly.  Mr. Heineman serves on the
boards of the Center for Strategic and International Studies,
Memorial Sloan Kettering Cancer Center, Transparency
International-USA and The National Constitution Center.  Mr.
Heineman is the author of books on British race relations and the
American presidency.  Mr. Heineman received The American Lawyer's
Lifetime Achievement Award in 2005.

      About Wilmer Cutler Pickering Hale and Dorr LLP

Wilmer Cutler Pickering Hale and Dorr LLP --
http://www.wilmerhale.com/-- is nationally and internationally  
recognized for its premier practices in antitrust and competition;
aviation; bankruptcy; civil and criminal trial and appellate
litigation (including white collar defense); communications;
corporate (including public offerings, public company counseling,
start-up companies, venture capital, mergers and acquisitions, and
licensing); defense and national security; financial institutions;
intellectual property counseling and litigation; international
arbitration; life sciences; securities regulation, enforcement and
litigation; tax; and trade.  WilmerHale was formed in May 2004
through the merger of two of the nation's leading law firms, Hale
and Dorr LLP and Wilmer Cutler Pickering LLP.  With a staunch
commitment to public service, the firm is renowned as a national
leader in pro bono representation.  The firm has more than 1,000
lawyers and offices in Baltimore, Beijing, Berlin, Boston,
Brussels, London, Munich, New York, Northern Virginia, Oxford,
Palo Alto, Waltham and Washington, DC.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical    
               Transactions and Investments
                  The Millennium Knickerbocker Hotel, Chicago,       
                     Illinois
                        Contact: 903-595-3800; 1-800-726-2524;    
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
    Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 16, 2005
   STRATEGIC RESEARCH INSTITUTE
      The Bankruptcy Reform Act of 2005: Practical Business
         Implication for Creditors
            Doubletree Metropolitan Hotel, New York, New York
               Contact: http://www.srinstitute.com/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;  
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for  
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Holiday Party
         J.W. Marriott, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***