TCR_Public/051103.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, November 3, 2005, Vol. 9, No. 261

                          Headlines

A&J AUTOMOTIVE: Wants to Employ Daniel Herman as Bankr. Counsel
A&J AUTOMOTIVE: Wants to Hire Steven Berman as Special Counsel
ACCELLENT INC: S&P Holds Low-B Ratings After Buy-Out Approval
ARI NETWORK: Balance Sheet Upside-Down by $3.6 Million at July 31
ASARCO LLC: Court Okays Assumption of SRK Engineering Contract

ATA AIRLINES: Halting Flights To & From Three Cities on Jan. 10
BALLY TOTAL: Investment Funds Demand Right to Inspect Records
BANC OF AMERICA: Fitch Affirms Low-B Ratings on 16 Cert. Classes
BLOCKBUSTER INC: In Talks with Lenders to Modify Credit Agreement
BIRCH TELECOM: Panel Says No to Settlement With Richard Scott

BUEHLER FOODS: Delays Reorganization Plan Filing Until Nov. 15
BUFFALO MOLDED: Ordered by Judge to Revise Disclosure Statement
CAPITAL ACQUISITIONS: Files Schedules of Assets & Liabilities
CASE FINANCIAL: Amends Fiscal 2004 Annual Report
CENTER DIAGNOSTIC: Business Risks Cue S&P to Affirm B+ Debt Rating

CHESAPEAKE ENERGY: Launches $600 Million Private Debt Placement
CHIQUITA BRANDS: Earns $300,000 of Net Income in Third Quarter
CMS ENERGY: $385 Mil. Impairment Charge Spurs S&P Rating Cut to BB
COLLINS & AIKMAN: Names Stacy Fox & Susan Armstrong as New EVPs
COLLINS & AIKMAN: Plans to Close Nashville Manufacturing Facility

COLLINS & AIKMAN: Seek Further Amendments to $150MM DIP Agreement
COMPUTERIZED THERMAL: Equity Deficit Tops $2 Million at June 30
CONSTELLATION BRANDS: Lenders Pledge to Fund $1.1B Vincor Merger
CREDIT SUISSE: Fitch Junks Rating on $8.4 Mil Class M Certificates
CREDIT SUISSE: Fitch Rates $21.75MM Certificate Classes at Low-B

DAVID POWELL: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: Directors Agree to Reduce Compensations
DELTA AIR: Wants to Sell 12 Boeing 767-232 Aircraft
DELTA AIR: Asks Court to Approve Dozen-Aircraft Bidding Procedures
DERIVIUM CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel

DERIVIUM CAPITAL: U.S. Trustee Wants to Convert or Dismiss Case
ENTERGY NEW ORLEANS: Releases Cash Flow Forecasts through Year-End
ENTERGY NEW ORLEANS: Gordon Arata Approved as Bankr. Co-Counsel
ENTERGY NEW ORLEANS: Panel Taps FTI Consulting as Fin'l Advisors
EPIXTAR CORP: Court Okays Accounts Receivables Sale to Wells Fargo

EPPR INC: Case Summary & 20 Largest Unsecured Creditors
FALCON PRODUCTS: Needs to Tap Federal Insurance's Cash Collateral
FEDERAL-MOGUL: Names Mike de Irala as Senior Vice President
FREEDOM MEDICAL: Administrative Claims Bar Date is Dec. 31
FREEDOM MEDICAL: Wants April 2005 General Claims Bar Date Amended

GENERAL CABLE: Earns $2.7 Million of Net Income in Third Quarter
GFI AMERICA: Case Summary & 20 Largest Unsecured Creditors
HEILIG-MEYERS: Balks at North Carolina's $5 Million Tax Claims
HONEY CREEK: U.S. Trustee Unable to Organize Official Committee
HUDSON LOANS: Case Summary & 20 Largest Unsecured Creditors

IMMUNE RESPONSE:  Joseph F. O'Neill Appointed as New CEO & Pres.
INDUSTRIAL ENTERPRISES: Wants to Acquire Automotive Holding
INTERSTATE DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
J. CREW: Extends Consent Solicitation for 9-3/4% Notes to Jan. 23
J/Z CBO: Liquidation Cues S&P to Lift Junk Rating on Class C Notes

JP MORGAN: Fitch Affirms Low-B Ratings on $39-Mil Cert. Classes
K.L.T.C. MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
KMART CORP: Ct. Won't Deem Virginia Brooks' Claim as Timely Filed
K-SEA TRANSPO: S&P Withdraws B+ Rating on $150MM Sr. Unsec. Notes
KAISER ALUMINUM: Bankr. Court Approves USWA Agreement Amendments

LAGUARDIA ASSOCIATES: Files Amended Chapter 11 Plan
LENOX HILL: Losses Cue Fitch to Lower $145MM Revenue Bond Rating
LEVITZ HOME: Gets Court Okay to Restrain Utility Companies
LIN TV: Earns $3.8 of Net Income in Third Quarter 2005
MAZUR & MYER: Case Summary & 20 Largest Unsecured Creditors

MEDCO HEALTH: Earns $156.7 Million of Net Income in Third Quarter
MESABA AVIATION: Northwest Paid $10.5 Mil. for Oct. 1-15 Services
MESABA AVIATION: Wants Briggs & Morgan as Special Counsel
MESABA AVIATION: Wants to Reject Kenton County Ground Lease
METABOLIFE INT'L: Akin Gump Approved as Spec'l Litigation Counsel

METABOLIFE INT'L: Wants More Time to File & Solicit Plan Votes
MILLBROOK PRESS: No Assets & No Revenues After Plan Implemented
MILLER HOMES: Voluntary Chapter 11 Case Summary
MMRENTALSPRO LLC: Richard Kennedy Withdraws as Debtor's Counsel
MORGAN STANLEY: Fitch Affirms BB+ Rating on $24.4-Mil Cert. Class

MORGAN STANLEY: Fitch Lifts BB Rating on Class D Notes
NAVISITE INC: Recurring Losses Prompt Going Concern Doubt
NORTHWEST AIRLINES: Can Walk Away from 13 Leases & Subleases
NORTHWEST AIRLINES: Can Use Existing Bank Accounts on Final Basis
NORTHWEST AIRLINES: Court Okays Continued Use of Business Forms

O'SULLIVAN INDUSTRIES: Rick Walters Named as Interim CEO
O'SULLIVAN INDUSTRIES: Wants to Hire Edward Howard as Consultant
O'SULLIVAN INDUSTRIES: Walks Away from Four Real Property Leases
O'SULLIVAN IND: U.S. Trustee Picks 5-Member Creditors' Committee
ON SEMICONDUCTOR: Wants Senior Secured Credit Agreement Amended

PERKINELMER INC: Financial Plan Spurs S&P to Raise Low-B Ratings
PONDERLODGE INC: Ch. 11 Examiner Taps Klehr Harrison as Counsel
PONDERLODGE INC: Examiner Hires Boston & Associates as Accountants
PRIMUS TELECOMMS: Sept. 30 Balance Sheet Upside-Down by $220 Mil.
QWEST COMMUNICATIONS: Issuing $1 Billion of Sr. Convertible Notes

QWEST COMMS: Qwest Services Launches $3 Billion Offer for Notes
QWEST COMMUNICATIONS: S&P Assigns B Rating to $1-Bil Senior Notes
REFCO INC: Court Restrains CEO from Using Personal IPO Proceeds
RELIANCE GROUP: Liquidator Wants Sage Determination Notice Upheld
RHODES INC: Wants to Assume & Assign Lease to American Signature

ROOMSTORE INC: Rhodes Inc. Demands $316,491 Delinquent Rent
ROTECH HEALTHCARE: Earns $3.1 Mil of Net Income in Third Quarter
RURAL CELLULAR: Reports Preliminary Third Quarter 2005 Results
SAKS INC: Spin-Off Plan Prompts S&P to Review Low-B Rating
SAKS INC: Fitch Shaves Sr. Unsec. Notes After Spin-off Agreement

SANTANNA NATURAL: Case Summary & 18 Largest Unsecured Creditors
STELCO INC: Selling Norambar, Stelfil & Stelwire to Mittal Canada
STONERIDGE INC: Credit Measures Spur S&P to Affirm BB- Debt Rating
STRUCTURED ASSET: Fitch Retains Junk Rating on Class B5-I Certs.
TFS ELECTRONIC: Hires Mehaffy Weber as Special Litigation Counsel

THAXTON GROUP: Court Sets Admin. Claims Bar Date on December 16
TIMELINE INC: Makes Several Revisions to Fiscal 2005 Annual Report
TUNICA-BILOXI GAMING: S&P Puts B+ Rating on $150-Mil Senior Notes
UAL CORP: U.S. Bank Demands Aircraft Administrative Claims Payment
UNIFLEX INC: Confirmation Hearing on Amended Plan Set for Nov. 8

UNIFLEX INC: Wants Court to Okay Settlement With Security Mutual
WCI STEEL: Secured Noteholders Want $183 Million Allowed Claim
WHITEHALL JEWELLERS: Posts $24.1 Mil. Net Loss in Second Quarter
WHITEHALL JEWELLERS: Names Robert L. Baumgardner as New CEO
WHITEHALL JEWELLERS: Plans to Shutter 77 Unprofitable Stores

WINDSWEPT ENVIRONMENTAL: Files Amended Annual Report with SEC
WORLD HEALTH: Inks Standstill Agreement with Palisades Master Fund
WORLDCOM INC: DJP&A Withdraws as Next Factors' Counsel of Record
WORLDCOM INC: Kennedy & Assoc. Wants Company to Produce Documents

* Proskauer Rose Names Scott Harshbarger as Counsel in Boston

                          *********

A&J AUTOMOTIVE: Wants to Employ Daniel Herman as Bankr. Counsel
---------------------------------------------------------------
A&J Automotive Group, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida for authority to employ Daniel J.
Herman, Esq., and his firm, Pecarek & Herman as its bankruptcy
counsel.

Mr. Herman will:

   a) give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its property;

   b) prepare and present on behalf of the Debtor all necessary
      bankruptcy petitions, responses, proposed orders, reports,
      and other legal documents necessary and proper to the
      conduct of this bankruptcy case;

   c) perform all other legal services for the Debtor, acting as
      debtor-in-possession, as may be necessary; and

   d) advise the Debtor on the matter of the necessity and
      propriety of filing this proceeding.

Mr. Herman discloses that he will be paid an hourly rate of $300
for his services.  The Firm has received a $25,161 retainer from
the Debtor.

To the best of the Debtor's knowledge, the firm does not represent
any interest materially adverse to its estate.

Headquartered in Clearwater, Florida, A&J Automotive Group, Inc.
is a used motor vehicle dealer.  The Company filed for chapter 11
protection on September 19, 2005 (Bankr. M.D. Fla. Case No. 05-
18965).  Daniel J. Herman, Esq., at Pecarek & Herman, Chartered,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $50,000 to $100,000 and debts between $1 million to
$10 million.


A&J AUTOMOTIVE: Wants to Hire Steven Berman as Special Counsel
--------------------------------------------------------------
A&J Automotive Group, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida for authority to employ Steven M.
Berman, Esq., and his firm, Berman PLC, as its special counsel.

The Debtor and its non-debtor subsidiaries had engaged the Firm to
represent in some lawsuit recently brought in the Circuit Court of
the Sixth Judicial Circuit in and for Pinellas County and loan
workout negotiations.

Berman PLC is expected to:

   a) give the Debtor legal advice with respect to its rights and
      claims in the adversary proceeding;

   b) take necessary steps to pursue some litigation;

   c) take necessary steps to pursue and recover assets of the
      estate in that litigation to fund a reorganization; and

   d) prepare on behalf of the Debtor the necessary motions,
      notices, pleadings, petitions, answers, orders, reports and
      other legal papers required in litigation; and

   e) perform all other legal services for the Debtor which may be
      necessary in connection with litigation.

The Firm has received a $10,000 retainer.

Berman PLC assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Clearwater, Florida, A&J Automotive Group, Inc.
is a used motor vehicle dealer.  The Company filed for chapter 11
protection on September 19, 2005 (Bankr. M.D. Fla. Case No. 05-
18965).  Daniel J. Herman, Esq., at Pecarek & Herman, Chartered,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $50,000 to $100,000 and debts between $1 million to
$10 million.


ACCELLENT INC: S&P Holds Low-B Ratings After Buy-Out Approval
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Accellent Inc. including the 'B+' corporate credit rating and
removed them from CreditWatch, where they were placed with
negative implications Oct. 11, 2005, following the company's
acceptance of a $1.27 billion buyout offer by Kohlberg Kravis
Roberts & Co.  The outlook is stable.  Ratings on Accellent Corp.  
-- previously Medical Device Manufacturing Inc. -- will be
withdrawn upon completion of the buyout.

At the same time, Accellent's $375 million secured term loan B and
$75 million revolving credit facility were assigned a 'BB-' bank
loan rating and a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.

In addition, Standard & Poor's assigned its 'B-' rating to the
company's $325 million fixed-coupon senior subordinated notes.

The acquisition will be financed with $700 million of debt and
$640 million of equity; outstanding debt will be retired.

"Although this transaction will increase prior debt levels by
about $250 million, Accellent's business profile has strengthened
since its acquisition of MedSource Technologies Inc. in mid 2004,"
said Standard & Poor's credit analyst Cheryl Richer.  "Integration
is nearly complete, and good revenue visibility provides the
potential for debt reduction."

The ratings on Wilmington, Massachusetts-based Accellent Inc.
reflect its wholly owned subsidiary's position as a leading, but
small, participant in the fragmented medical device contract
manufacturing business, despite its $230 million purchase of rival
device maker MedSource in June 2004.

Debt leverage will increase as a result of the acquisition by KKR.  
These risks outweigh strengths, such as the company's         
well-diversified customer base including several large medical
device manufacturers, relatively stable revenues given high
switching costs, and a diversified product mix in three growing
market segments -- endoscopy, cardiovascular, orthopedics -- with
limited technology or obsolescence risk.

Accellent provides design and engineering services, precision
component manufacturing, device assembly, and supply chain
management services for major medical device manufacturers in the
fast growing cardiovascular, endoscopic, and orthopedic fields.
The company has a comparatively small business making precision
components for the aerospace, auto, electronics, and
telecommunications industries.

Successful and low-cost outsourcers like Accellent can be of
particular value to large manufacturers wishing to minimize the
costs associated with making devices and components that have
reached a mature or commodified stage.

Still, the company's limited market and pricing power, given the
competitive and fragmented nature of the market, require that it
retain a pristine manufacturing track record and excellent
relationships with large customers to win new and renewed
contracts and maintain throughput volumes.  Because of the high
switching costs for customers, the company expects to hold on to
its attractive client base, assuming that it can extend its strong
track record.


ARI NETWORK: Balance Sheet Upside-Down by $3.6 Million at July 31
-----------------------------------------------------------------
ARI Network Services Inc. delivered its annual report on
Form 10-KSB for the year ending July 31, 2005, to the Securities
and Exchange Commission on October 31, 2005.  

The Company reported $2,815,000 of net income on $13,661,000 of
net revenues for the year ending July 31, 2005.  At July 31, 2005,
the Company's balance sheet shows $7,933,000 in total assets and a
$3,609,000 stockholders deficit.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2b3

ARI Network Services Inc. provides electronic parts catalogs and
related technology and services to increase sales and profits for
dealers in the manufactured equipment markets.  ARI also  
provides dealer marketing services, including technology-enabled  
direct mail and a template-based dealer website service that makes  
it quick and easy for an equipment dealer to have a professional  
and attractive website.  In addition, ARI e-Catalog systems  
support a variety of electronic pathways for parts orders,  
warranty claims and other transactions between manufacturers and  
their networks of sales and service points.  ARI currently  
operates three offices in the United States and one in Europe and  
has sales and service agents in England and France providing  
marketing and support of its products and services.


ASARCO LLC: Court Okays Assumption of SRK Engineering Contract
--------------------------------------------------------------
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas allowed ASARCO LLC to assume the SRK Contract.

As previously reported in the Troubled Company Reporter on
Sept. 26, 2005, ASARCO LLC and SRK Consulting (U.S.), Inc., are
parties to an Engineering, Architectural and Consulting Contract
dated Feb. 24, 2005.  Pursuant to the Contract, SRK provides
engineering services to design and permit a new tailings
impoundment for the Ray Mine, which is one of ASARCO's open-pit
copper mines in Arizona.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
said that ASARCO and SRK have already invested eight
months in the project, and expect that the work will take an
additional three to six months to complete.  SRK has not yet
issued any preliminary or final reports.

ASARCO said the current tailings facility has around five to seven
years of life remaining.  Because the permitting process takes
some time to complete, it is important that the work being
performed by SRK move forward at a reasonable pace.  Future
milling operations will not be possible without the construction
of a new tailings facility.

Mr. Davis explains that if the Contract were rejected, the work
could be performed by another mining consultant.  However,
because SRK has not yet prepared any final reports, the new
mining consultant would essentially have to start the project
over again and redo SRK's work for which SRK has already been
paid $159,608.  ASARCO would have to pay the new consultant and
the eight months that ASARCO and SRK have already invested in the
project would also be lost.  That would mean a loss of both time
and money.

ASARCO assured the Court that it would promptly cure its defaults
under the Contract by paying SRK its $148,205 outstanding balance.

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

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

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


ATA AIRLINES: Halting Flights To & From Three Cities on Jan. 10
---------------------------------------------------------------
As part of its continuing effort to create an efficient route
structure and profitable business plan, ATA Airlines, Inc. (Pink
Sheets:ATAHQ) will be suspending service to and from the cities of
Indianapolis, Denver and San Juan, Puerto Rico as of Jan. 10,
2006.

"Fluctuating demand, excess capacity and high fuel costs were
central to all of today's announced suspensions," explained ATA
Senior Vice President and Chief Commercial Officer Subodh Karnik.
"As a carrier, we must always balance our ability to generate
sufficient revenue on each particular route against its operating
costs.  In Denver alone, carriers such as Ted, Frontier and now
Southwest Airlines are intensifying competition.  All airlines,
particularly those in bankruptcy, must make these types of
decisions to sustain profitability."

ATA Vice President of Strategic Planning and Chief Restructuring
Officer Sean Frick agreed.  "By making these adjustments, we
improve our ability to achieve a profit in a shortened time frame.
In turn, this strengthens our position in creating an appropriate
structure for successful emergence in early 2006."

The Company intends to maintain its headquarters in Indianapolis.
ATA has signed an agreement with the Indianapolis Airport
Authority to retain its lease of corporate office space on airport
property.

                 Service Reduction Details

Currently, the airline provides four daily non-stop flights from
Chicago-Midway to Denver and two daily non-stop flights from
Phoenix to Denver.  The carrier's service to San Juan, Puerto Rico
includes one daily non-stop to and from Orlando and Chicago-
Midway.  From Indianapolis, ATA provides non-stop service to Ft.
Myers, Florida, Orlando, Florida and Las Vegas.  It also provides
direct service to Honolulu and Maui, Hawaii and San Juan, Puerto
Rico.  All flights will end as of midnight, E.S.T., on Jan. 9,
2006.

                    Customer Assistance

Customers holding tickets on the affected routes for travel beyond
January 9, 2006 will be contacted and provided either full refunds
for the unused value of their tickets or alternative travel.  The
Company has assembled a special team of dedicated reservations
agents to provide assistance in these matters.  Customers needing
additional information following these initial contacts may call
ATA's Reservations Department Special Services Desk at 1-866-282-
7894.  All changes will be reflected in the Company's available
schedule within the next few days.

                        Employee Impact

ATA is already communicating directly with its employees regarding
this announcement.  "Route decisions are especially difficult
because of the impact the reductions have on our employees," said
ATA Senior Vice President of Customers and Ground Operations Doug
Yakola.  "Unfortunately, these changes are absolutely necessary
for us given the current economic environment."  At this time, an
exact number of employee positions affected by this announcement
is not yet determined.  However, ATA is committed to assisting all
affected employees in their transition.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.


BALLY TOTAL: Investment Funds Demand Right to Inspect Records
-------------------------------------------------------------
Investment funds Liberation Investments, L.P. and Liberation
Investments Ltd. submitted a letter to Bally Total Fitness Holding
Corporation pursuant to Section 220 of the Delaware General
Corporation Law demanding the right to inspect the Company's
stockholder list and certain books and records of the Company
relating to, among other things, the:

     (i) adoption by the Company's Board of Directors on Oct. 18,
         2005 of a Stockholder Rights Plan;

    (ii) independence of certain directors and the circumstances
         of their appointment to the Board; and

   (iii) Company's retention of Russell Reynolds Associates to
         find independent directors and the relationship between
         RRA and existing directors of the Company.

Stockholders of a Delaware corporation, the state in which the
Company is incorporated, have a statutory right under Delaware law
to inspect and copy its books and records.  The Liberation Funds
and their affiliates beneficially own approximately 12% of the
Company's outstanding shares.  If the Company fails to make the
requested materials available to Liberation Funds for inspection
within five business days of the submission of the Demand Letter,
Liberation funds is entitled to apply to the Delaware Court of
Chancery for an order compelling the Company to make them
available.

The Liberation Funds submitted the Demand Letter to the Company in
order to investigate the adoption of a management protection
provision in the Poison Pill.  In addition, the Liberation Funds
seek to investigate whether all of the "independent" members of
the Board are in fact independent of the influence of the
Company's management and whether their connections with the
Company's management were properly disclosed before they were
appointed.  The Liberation Funds intend to examine all of the
documentary materials and other information made available to them
by the Company pursuant to the Demand Letter and, if appropriate,
use such materials in a legal action against the Company.  In
addition, the Liberation Funds are weighing the possibility of
running a proxy contest to, among other possibilities, elect
directors or change the Company's by-laws to permit the
stockholders to vote to remove Mr. Paul Toback as Chief Executive
Officer of the Company.

Liberation Investments, L.P., and Liberation Investments Ltd. are
private investment funds managed by Liberation Investment Group
LLC.  Emanuel R. Pearlman is the majority member and general
manager of Liberation Investment Group LLC, and as such may be
deemed to be the beneficial owner of the shares of the Company
owned by the Liberation Funds.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.  

                        *     *     *  

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally
Total Fitness Holding Corporation.  The affirmation reflects
continued high risk of default and Moody's estimate of recovery
values of the various classes of debt in a default scenario.  
Moody's said the ratings outlook remains negative.  

Moody's affirmed these ratings:  

   * $175 million senior secured term loan B facility
     due 2009, rated B3  

   * $100 million senior secured revolving credit facility  
     due 2008, rated B3  

   * $235 million 10.5% senior unsecured notes (guaranteed)  
     due 2011, rated Caa1  

   * $300 million 9.875% senior subordinated notes due 2007,  
     rated Ca  

   * Corporate family rating, rated Caa1


BANC OF AMERICA: Fitch Affirms Low-B Ratings on 16 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed these Banc of America Alternative Loan
Trust mortgage pass-through certificates:

   Series ALT 2003-8 Total, Groups 1 & 2:

     -- Class A at 'AAA';
     -- Class X-B1 at 'AA';
     -- Class X-B2 at 'A';
     -- Class X-B3 at 'BBB';
     -- Class X-B4 at 'BB';
     -- Class X-B5 at 'B'.

   Series ALT 2003-8, Group 3:

     -- Class A at 'AAA';
     -- Class 3-B1 at 'AA';
     -- Class 3-B2 at 'A';
     -- Class 3-B3 at 'BBB';
     -- Class 3-B4 at 'BB';
     -- Class 3-B5 at 'B'.

   Series ALT 2003-9 Total, Groups 1 & 2:

     -- Class A at 'AAA';
     -- Class X-B1 at 'AA';
     -- Class X-B2 at 'A';
     -- Class X-B3 at 'BBB';
     -- Class X-B4 at 'BB';
     -- Class X-B5 at 'B'.

   Series ALT 2003-9, Group 3:

     -- Class A at 'AAA';
     -- Class 3-B1 at 'AA';
     -- Class 3-B2 at 'A';
     -- Class 3-B3 at 'BBB';
     -- Class 3-B4 at 'BB';
     -- Class 3-B5 at 'B'.

   Series ALT 2003-10 Total, Groups 1-4:

     -- Class A at 'AAA';
     -- Class 30-B1 at 'AA';
     -- Class 30-B2 at 'A';
     -- Class 30-B3 at 'BBB';
     -- Class 30-B4 at 'BB';
     -- Class 30-B5 at 'B'.

   Series ALT 2003-10 Total, Groups 5 & 6:

     -- Class A at 'AAA';
     -- Class 15-B1 at 'AA';
     -- Class 15-B2 at 'A';
     -- Class 15-B3 at 'BBB';
     -- Class 15-B4 at 'BB';
     -- Class 15-B5 at 'B'.

   Series ALT 2003-11 Total, Groups 1-3:

     -- Class A at 'AAA';
     -- Class 30-B1 at 'AA';
     -- Class 30-B2 at 'A';
     -- Class 30-B3 at 'BBB';
     -- Class 30-B4 at 'BB';
     -- Class 30-B5 at 'B'.

   Series ALT 2003-11 Total, Groups 4 & 5:

     -- Class A at 'AAA';
     -- Class 15-B1 at 'AA';
     -- Class 15-B2 at 'A';
     -- Class 15-B3 at 'BBB';
     -- Class 15-B4 at 'BB';
     -- Class 15-B5 at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.43 billion in outstanding certificates as of the Oct. 25, 2005
distribution date.

The underlying collateral in these deals consists of fixed-rate,
conventional, fully amortizing mortgage loans secured by first
lien on one- to four-family residential properties.  These deals
are 21 to 24 months seasoned, with pool factors, i.e., current
mortgage loans outstanding as a percentage of the initial pool,
ranging from 66% to 74%.

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


BLOCKBUSTER INC: In Talks with Lenders to Modify Credit Agreement
-----------------------------------------------------------------
Blockbuster Inc. (NYSE: BBI, BBI.B) met with its lender group to
discuss modifications to its credit agreement that would give the
Company improved operating flexibility over the term of the
original credit agreement.  Over the last several months,
Blockbuster has been focused on delivering a plan that better
positions it strategically and financially.

As part of the modifications, the Company will pursue raising
additional capital that will be used for working capital purposes
including debt reduction.

As reported in the Troubled Company Reporter on Oct. 11, 2005, he
Company disclosed that its third quarter reported results would
reflect that the Company is in compliance with its debt covenants
for the third quarter.  The Company said it would release its
third quarter financials this month.

A full-text copy of the Second Amended Credit Agreement is
available for free at http://ResearchArchives.com/t/s?2b7

Blockbuster Inc. -- http://www.blockbuster.com/-- is a leading
global provider of in-home movie and game entertainment, with more
than 9,100 stores throughout the Americas, Europe, Asia and
Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Aug 15, 2005,
Fitch has downgraded Blockbuster Inc.'s:

    -- Issuer default rating (IDR) to 'CCC' from 'B+';

    -- Senior secured credit facility to 'CCC' from 'B+' with an
       'R4' recovery rating;

    -- Senior subordinated notes to 'CC' from 'B-' with an 'R6'
       recovery rating.

Fitch said the Rating Outlook remains Negative.

Also, Moody's Investors Service downgraded the long-term debt
ratings of Blockbuster Inc. (corporate family to B3 and
subordinated notes to Caa3) and the Speculative Grade Liquidity
Rating to SGL-4.  The outlook is negative.

These ratings are downgraded:

   * Corporate family rating to B3 from B1;
   * Senior secured bank credit facilities to B3 from B1;
   * Senior subordinated notes to Caa3 from B3.
   * Speculative grade liquidity rating to SGL-4 from SGL-3.


BIRCH TELECOM: Panel Says No to Settlement With Richard Scott  
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Birch Telecom,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the District of Delaware to deny the Debtors request for approval
of a separation and settlement agreement with Richard J. Scott.  
Mr. Scott formerly served as Birch Telecom's executive vice
president of operations.

The settlement agreement, dated Oct. 18, 2004, resolves many of
the claims and counter claims between the Debtors and Mr. Scott
and outlines the terms of Mr. Scott's resignation.

The Committee objects to an ambiguous provision in the settlement
agreement that, it says, could be interpreted as converting Mr.
Scott's indemnity claim from a general unsecured prepetition claim
into an allowed administrative expense claim.

Kurt F. Gwyne, Esq., at Reed Smith LLP, reminds the Bankruptcy
Court that any claim for indemnity pursuant to a prepetition
agreement or a company's bylaws constitutes a prepetition, general
unsecured claim.

Because of the questionable provision, the Committee believes that
the settlement agreement is not fair and equitable or in the best
interest of the Debtors' estate.   The Committee adds that since
the magnitude of any claims that might be asserted against
Mr. Scott is unknown, it is unreasonable to convert his indemnity
claim into a postpetition administrative expense claim.

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.


BUEHLER FOODS: Delays Reorganization Plan Filing Until Nov. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Evansville Division, extended the deadline within which Buehler
Foods, Inc., and its debtor-affiliates, may file their plans of
reorganization through Nov. 15, 2005.

Simultaneous to the plan filing, the Debtors, the Official
Committee of Unsecured Creditors or any parties-in-interest have
until Nov. 15 to challenge the liens of the DIP lenders led by
Harris Trust and Savings Bank as agent.

As previously reported in the Troubled Company Reporter, Harris
Trust, as agent for the DIP lenders, committed to provide
up to $6 million in cash to the Debtors.

Harris has the option to treat $500,000 of the $6 million loan
either as an advance on the DIP Loan or as consent for the Debtor
to use up to $500,000 of cash collateral securing its pre-petition
claim.  The Debtors owe Harris approximately $47 million on
account of prepetition loans.  

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


BUFFALO MOLDED: Ordered by Judge to Revise Disclosure Statement
---------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District Of Pennsylvania directed Buffalo Molded Plastics,
Inc., to submit an amended disclosure statement incorporating
certain modifications suggested during the disclosure hearing held
on Oct. 20, 2005.

Blue Cross Shield of Michigan had questioned the adequacy of the
information contained in the Disclosure Statement explaining the
Debtor's Plan of Liquidation.  Blue Cross' objections centered on
two alleged flaws in the Disclosure Statement:

   1) the Debtor's failure to provide:

          a) recovery percentages for administrative claim
             holders; and

          b) exact values of its assets such as accounts
             receivables and preference recoveries.

   2) the disparate treatment of creditors in the administrative
      claimant class.

Blue Cross administered the Debtor's self-insured health care
coverage plan for its employees from June 2004 to April 2005.  It
has filed a $1,344,874 administrative claim against the Debtor.

                     Liquidating Plan

As previously reported in the Troubled Company Reporter, The
Debtor submitted its Plan of Liquidation and accompanying
Disclosure Statement in July 2005.

The Debtor's Plan outlines the process by which Buffalo proposes
to liquidate and distribute its remaining assets to creditors.  

On the effective date of the Plan, all rights, titles and
interests in all of the assets of the Debtor's estate will be
assigned to a Liquidating Trustee.  The Trustee will be
responsible for the liquidation of all remaining assets.

Pursuant to the Plan, administrative claim holders, Comerica Bank
and PMT will be paid in full.  However, if there is insufficient
proceeds from the liquidation of the Debtor's assets to pay the
three classes, payment made to administrative claim holders will
be pro rated.

General unsecured creditors will share pro rata from a $240,000
carve-out from the proceeds of the sale of the Debtor's assets.  
They will also share in whatever's left after the administrative
claim holders, Comerica Bank and PMT are paid in full.

Equity interest holders take nothing under the Plan.

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba
Andover Industries, -- http://www.andoverplastics.com/--    
manufactures rocker panels, grilles, pillars and body side molding
components for General Motors Corp. and DaimlerChrysler.  The
Company filed for chapter 11 protection on Oct. 21, 2004 (Bankr.
W.D. Pa. Case No. 04-12782).  David Bruce Salzman, Esq., at
Campbell & Levine, LLC, represents the Debtor in its restructuring
efforts.  When the Debtor filed  for protection from its
creditors, it estimated assets and debts in the $10 million to $50
million range.  David W. Lampl, Esq., at Leech Tishman Fuscaldo &
Lampl, LLC, represents the Official Committee of Unsecured
Creditors in the Debtor's chapter 11 case.


CAPITAL ACQUISITIONS: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Capital Acquisitions & Management Co. delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Illinois, disclosing:

      Name of Schedule                Assets       Liabilities
      ----------------                ------       -----------
   A. Real Property                              
   B. Personal Property             $7,600,113
   C. Property Claimed
      as Exempt
   D. Creditors Holding                             
      Secured Claims
   E. Creditors Holding Unsecured                     
      Priority Claims
   F. Creditors Holding Unsecured                  $10,004,573
      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                         $7,600,113     $10,004,573

Headquartered in Chicago, Illinois, Capital Acquisitions and
Management Corporation is under receivership and LePetomane
Companies is the appointed Receiver.  On April 4, 2005, an
involuntary petition was filed by Bayview Loan Servicing, LLC, The
TransInvest Group/75 Canton LLC, Rushmore Northwoods Business
Center, LLC, and Proficient Data Management, Inc. (Bankr. N.D.
Ill. Case No. 05-12554).  Matthew T. Gensburg, Esq., and Sherri
Morissette, Esq., at Greenberg Traurig, LLP, Domenic J. Lupo,
Esq., at O'Brien & O'Brien, Amy Alcoke Quackenboss, Esq., at
Hunton & Williams LLP, and Stephanie Friese, Esq., at Friese &
Price Law Firm, LLC, represent the petitioners.  The petitioners'
total claim against the Debtor is $2,866,909.


CASE FINANCIAL: Amends Fiscal 2004 Annual Report
------------------------------------------------
Case Financial Inc. delivered an amended annual report on
Form 10-KSB/A for the fiscal year ended Sept. 30, 2004, to the
Securities and Exchange Commission on Oct. 25, 2005.  The Company
amended its fiscal year 2004 report to incorporate additional
information regarding modifications on the Company's disclosure
controls and procedures.

After stepping in as the Company's new chief executive officer in
June 2004, Ed Baldwin conducted an evaluation of the effectiveness
of the design and operation of the Company's disclosure controls
and procedures.  Mr. Baldwin concluded that, due to internal
control deficiencies related to underwriting risks, the Company's
disclosure controls and procedures were not effective as of the
end of fiscal year 2004.

The investigation revealed that significant improvements were
needed both in the underwriting of individual cases as well as
underwriting the credit worthiness of certain attorneys to whom
the Company had made advances and loans.  As a result, the
Company's allowance for contract losses for both loans receivable
and investments in contracts has been increased to an amount equal
to the principal and accrued revenue balances outstanding as of
Sept. 30, 2004 on all non third party funded loans receivable and
investments in contracts less collections to date.

The new Board of Directors and management intends to conduct a
full investigation of the finances of the Company over the past
several years, as well as evaluate the viability of the Company's
litigation financing business and, if determined not viable, seek
out new business opportunities for the Company.  

In conjunction with the investigation, management has retained
outside counsel to pursue collection on the majority of the
Company's portfolio of investments in contracts and loans
receivable.

        Results for Quarter Ended June 30, 2005

In its Form 10-QSB for the period ended June 30, 2005, Case
Financial reported a $1,026,654 net loss for the nine months ended
June 30, 200, and Case anticipates continued losses for the
current fiscal year.

The Company's balance sheet showed total liabilities exceeding
total assets by $4,385,750 as of June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows an accumulated deficit totaling
$13.5 million.

                        Defaults

As of June 30, 2005, the Company was in default on all of its
recourse debt obligations and, although no formal demands for
payment had been made by any of the lenders, there was no
assurance that such demand would not be made in the future and
that the Company would be able to resolve such demands.

                   Going Concern Doubt

Kabani & Company, Inc., expressed substantial doubt about Case
Financial's ability to continue as a going concern after auditing
the Company' financial statements for the fiscal year ended Sept.
30, 2004.  The auditing firm pointed to the Company's $12,444,158
accumulated deficit at Sept. 30, 2004 and a net loss of $2,578,438
for the year ended Sept. 30, 2004.

                  About Case Financial

Case Financial, Inc., provides pre-settlement and post-settlement
litigation funding services to attorneys (and, previously,
plaintiffs) involved in personal injury and other contingency
litigation, conducted primarily within the California courts.


CENTER DIAGNOSTIC: Business Risks Cue S&P to Affirm B+ Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings including
the 'B+' corporate credit rating on Center for Diagnostic Imaging
Inc. and removed them from CreditWatch, where they were placed
with negative implications on Aug. 1, 2005.  The outlook is
negative.

"Although revenues and cash flow generation have fallen short of
expectations for the first nine months of the year, the company's
financial parameters still remain strong relative to peers',
providing some cushion at the current rating level," said Standard
& Poor's credit analyst Cheryl Richer.

The low-speculative-grade rating on CDI reflect the company's
relatively small presence in the competitive medical imaging
field, as well as its geographic concentration, reimbursement
risk, and limited financial resources.  These factors overshadow
favorable demand prospects related to the aging population and the
benefits of imaging itself, which can preclude more expensive
medical procedures and aid in the diagnosis of additional disease
states.

The company was acquired on Jan. 3, 2005 by Diagnostic Imaging
Holdings Inc., which is owned 84% by Onex Partners and 16% by
former owners of the company.

Minneapolis, Minnesota-based CDI provides diagnostic imaging
services through its network of 34 fixed-site facilities, which
serve patients in eight states.  Its largest concentration is in
Minnesota, where it has 13 centers that represent just under   
one-half of sales.  The company seeks to partner with local
hospitals, physician groups, and radiologists, providing them with
outpatient diagnostic imaging services at its fixed-site centers.  
While CDI maintains controlling interest, the hospitals or
radiologists are required to make a significant financial
investment in the partnerships to foster long-term relationships.

There are several key risks in CDI's business profile.  The
company is smaller and more geographically concentrated than other
national providers.  Also, the diagnostic imaging industry is
highly fragmented, and competition has increased over the past
couple of years, as attractive vendor finance arrangements have
encouraged hospitals and physician practices to acquire their own
imaging equipment.

Furthermore, CDI's margins have been squeezed due to a shift in
payor mix, lowering the contribution of auto and worker
compensation reimbursement.  The company's joint partnership
business model is subject to defections; CDI had to step in to
purchase 49% of the capital equipment, in addition to its own 51%
share, for one of its Seattle, Washington partners, which caused a
technical default under the company's credit
agreement.
     
While pricing appears stable for the near term, any significant
government or managed care price cuts could hurt CDI's credit
quality given its sales concentration from these payors -- 20%
from the government and 60% from managed care.  Moreover, while
CDI offers various modalities, magnetic resonance imaging
contributes about 64% of revenues; therefore, the company is
particularly sensitive to changes in reimbursement for this
service.


CHESAPEAKE ENERGY: Launches $600 Million Private Debt Placement
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) is commencing a private
placement offering to eligible purchasers of $600 million of a new
issue of senior unsecured contingent convertible notes due 2035.  
The notes will be convertible, under certain circumstances, using
a net share settlement process, into a combination of cash and
Chesapeake common stock.  In general, upon conversion of a note,
the holder of that note will receive cash equal to the principal
amount of the note and common stock for the note's conversion
value in excess of such principal amount.  The notes are expected
to be eligible for resale under Rule 144A.  The private offering,
which is subject to market and other conditions, will be made only
to qualified institutional buyers.

Chesapeake intends to use the net proceeds from the offering,
together with proceeds from concurrent private offerings of senior
notes and cumulative convertible preferred stock, to partially
fund its recently announced acquisition of Columbia Natural
Resources, LLC for $2.2 billion in cash.

The company also intends to grant a 13-day over-allotment option
to the initial purchasers to purchase a maximum of $90 million in
additional senior unsecured contingent convertible notes to cover
any over-allotments in the offering.

The new notes have not been registered under the Securities Act of
1933 or applicable state securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state laws.  This announcement shall not constitute
an offer to sell or a solicitation of an offer to buy the new
notes.

Headquartered in Oklahoma City, Chesapeake Energy Corporation --
http://www.chesapeakeenergy.com/-- is focused on exploratory and  
developmental drilling and property acquisitions in the        
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast,
Barnett Shale, Ark-La-Tex and, most recently, the Appalachian
Basin regions of the United States.  Pro forma for its acquisition
of Columbia Natural Resources, LLC and its affiliates, Chesapeake
Energy Corporation is the second largest independent producer of
natural gas in the U.S.  

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2005,
Fitch Ratings affirmed the ratings of Chesapeake Energy
Corporation following the company's announcement that it has
agreed to acquire Columbia Natural Resources, LLC, for $2.2
billion plus the assumption of liabilities.  Fitch said the rating
outlook is stable.  Fitch rates Chesapeake's senior unsecured debt
at 'BB', senior secured revolving credit facility and hedge
facility at 'BBB-', and convertible preferred stock at 'B+'.


CHIQUITA BRANDS: Earns $300,000 of Net Income in Third Quarter
--------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) reported third
quarter 2005 net income of $300,000.  The company had a net loss
of $20 million in the same period a year ago, including
$20 million of other expense that was mostly the premium to
refinance $250 million of senior notes.  The company also reported
operating income of $20 million in the third quarter 2005, double
the $10 million reported in the year-ago period, primarily due to
the impact of the Fresh Express acquisition.

"We doubled our operating income and reported a modest net profit
during a quarter in which the company historically has incurred
financial losses," Fernando Aguirre, chairman and chief executive
officer, said.  "During the third quarter this year, we managed
quite well through various difficult issues, including mitigating
the continuing impact of higher fuel, paper and ship charter costs
facing the entire industry as well as successfully dealing with
logistical challenges from several major hurricanes."
  
Chiquita Brands International, Inc. -- http://www.chiquita.com/--  
is a leading international marketer and distributor of        
high-quality fresh and value-added produce, which is sold under
the Chiquita(R) premium brand, Fresh Express(R) and other related
trademarks.  The company is one of the largest banana producers in
the world and a major supplier of bananas in Europe and North
America.  In June 2005, Chiquita acquired Fresh Express, the U.S.
market leader in value-added salads, a fast-growing food category
for grocery retailers, foodservice providers and quick-service
restaurants.

                        *     *     *

Chiquita Brands' $250 million 7-1/2 notes due Nov. 1, 2014, carry
Moody's Investors Service's and Standard & Poor's single-B
ratings.


CMS ENERGY: $385 Mil. Impairment Charge Spurs S&P Rating Cut to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit ratings on diversified energy company CMS Energy Corp. and
its utility subsidiary Consumers Energy Co. on CreditWatch with
negative implications.

As of Sept. 30, 2005, Jackson, Michigan-based CMS had about $7.4
billion of total debt outstanding.

The rating action follows the company's announcement of a noncash
after-tax impairment charge of about $385 million.  The charge is
due to sustained high natural gas prices related to CMS Energy's
49% ownership interest in the Midland Cogeneration Venture.

The charge represents about a 14% decline in the company's current
common equity base.
      
"The CreditWatch listing reflects the impairment's negative impact
on the company's balance sheet and its considerable increase of
CMS' current high leverage," said Standard & Poor's credit analyst
Brian Janiak.

"This occurs at a time when the company's needs to continue
improving its overall financial profile to levels more
commensurate for 'BB' rating levels," said Mr. Janiak.

In addition, the impairment charge resulted in a failed net
earnings coverage test under Consumers' first mortgage bonds that
will limit Consumers' ability to issue first mortgage bonds up to
$298 million over the next 12 months.

Resolution of the CreditWatch is expected to occur before year-end
2005.

"The analysis will primarily involve determining whether CMS
Energy's core regulated operations have the ability to meet its
2006 capital expenditures plans, maintain appropriate liquidity,
as well as improve its overall financial profile to levels that
are commensurate with the current 'BB' ratings," said Mr. Janiak.


COLLINS & AIKMAN: Names Stacy Fox & Susan Armstrong as New EVPs
---------------------------------------------------------------
Collins & Aikman Corporation (OTC: CKCRQ) president and chief
executive officer, Frank Macher, disclosed the appointments of:

   -- Stacy L. Fox, 51, to executive vice president, chief
      administration officer and general counsel; and

   -- Susan Armstrong, 45, to executive vice president strategic
      planning,

effective immediately.

Fox most recently was senior vice president, corporate
transactions and legal affairs for Visteon Corporation.  Ms.
Armstrong joined Collins & Aikman from Conway, MacKenzie &
Dunleavy.  Both will report directly to Mr. Macher.

"The addition of Stacy and Susan to our senior management team
undoubtedly increases Collins & Aikman's credibility in the
marketplace as we look to rebuild our Company beginning with its
leadership," said Mr. Macher.  "Stacy is a highly-regarded
executive with tremendous corporate and transactional experience.  
She brings a wealth of industry knowledge and will provide strong
leadership in addressing the complex issues that accompany a
Chapter 11 filing and restructuring.  Susan has extensive
turnaround expertise and has already made an impact as she is
playing a key role in the development and implementation of our
strategic business plan."

Ms. Fox will manage all of the company's legal matters and will
oversee other key corporate functions.  In this capacity, she will
serve as a critical member of the company's turnaround team.  Ms.
Fox joined Visteon from Johnson Controls, where she had been group
vice president and general counsel for the Automotive Systems
Group.  She holds a BS and Juris Doctorate from the University of
Michigan.  Ms. Fox was named in 2000 to Automotive News' list of
the 100 leading women in the industry.

Armstrong will lead the development of strategies for the
Company's organizational turnaround and sustainable business plan.  
She will also be instrumental in evaluating transactions and joint
venture opportunities.  She brings a strong legal and business
background to the Company having most recently served as director
for turnaround specialist Conway, MacKenzie & Dunleavy.  Prior to
this role she served as senior counsel at PNC Bank in Louisville,
Kentucky providing business and legal advice on distressed or
underperforming companies in a wide range of industries.  She
holds a BS and Juris Doctorate from the University of Louisville.

Mr. Macher also indicated that additional key personnel
announcements are forthcoming.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in   
cockpit modules and automotive floor and acoustic systems and
is a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company has
a workforce of approximately 23,000 and a network of more than 100
technical centers, sales offices and manufacturing sites in 17
countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17, 2005
(Bankr. E.D. Mich. Case No. 05-55927).  When the Debtors filed for
protection from their creditors, they listed $3,196,700,000 in
total assets and $2,856,600,000 in total debts.


COLLINS & AIKMAN: Plans to Close Nashville Manufacturing Facility
-----------------------------------------------------------------
Collins & Aikman Corporation (CKCRQ) intends to close its
Nashville, Tennessee manufacturing facility through a series of
reductions that will be completed by the fourth quarter of 2006.
The Nashville facility currently has approximately 350 employees
who manufacture injection molded hard trim interior products for a
variety of customers.  The Company intends to consolidate the
plant operations into existing Collins & Aikman facilities
beginning with the transfer of a portion of the business by the
end of 2005.

"We continue to evaluate our manufacturing footprint and are
making the necessary adjustments in order to create a viable
entity that can be successful upon emerging from bankruptcy
protection," said Frank Macher, Collins & Aikman's President and
CEO.  Further consolidation is expected as the Company evaluates
its operations and implements a number of cost reduction and
efficiency improvement initiatives.  Collins & Aikman stated they
are committed to sharing their intentions regarding planned
closures with concerned parties as soon as they are finalized.

Company officials met with employees, customers and union
officials to announce the planned closure.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.


COLLINS & AIKMAN: Seek Further Amendments to $150MM DIP Agreement
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve a second amendment to the $150 million DIP loan arranged
by JPMorgan Chase & Co.  In particular, the Debtors want to make
critical capital expenditures that would not be permitted under
the current terms of the DIP Credit Agreement.

As previously reported, the Court authorized the Debtors to enter
into certain agreements with major customers.  The Customer
Financing provided for, among other things, immediate price
increases under existing customer contracts.  The Customer
Financing expired on September 30, 2005.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York, tells
Judge Rhodes that prior to and since the Customer Financing
expired, the Debtors have participated in extensive negotiations
with their Customers for pricing and related relief.  The Debtors
have completed these negotiations.

Mr. Carmel relates that certain aspects of the DIP Credit
Agreement have to be modified to accommodate aspects of the
agreements the Debtors reached with their Customers and to
continue the provisions of the DIP Credit Agreement that expire
at the end of the Customer Financing Period absent amendment.

Mr. Carmel further explains that the Amendment is necessary to
cure certain defaults and events of default, and modify certain
comments to be consistent with the Debtors' ongoing business
operations.

The material terms of the Amendment include:

    A. Modifications to the Reporting Covenants

       The Amendment modifies several reporting requirements,
       including reporting of weekly cash receipts and cash
       disbursements and changing the due date for the Debtors
       to provide a detailed consolidated annual budget and other
       periodic reports.

    B. Modifications to the Negative Covenants

       (1) Carve-Out Account

           The Amendment modifies the DIP Credit Agreement to
           continue the requirement that the Debtors deposit into
           a "Carve-Out Account" amounts allocated in the Cash
           Budget for payment of professional fees.

       (2) Liens

           The Amendment modifies the negative covenant
           restricting the incurrence of liens to allow the
           Debtors to incur Liens in respect of certain insurance
           premium financing.

       (3) Indebtedness

           The Amendment modifies the negative covenant
           restricting the incurrence of indebtedness to allow
           for expanded flexibility in the incurrence of
           intercompany indebtedness and indebtedness from the
           financing of insurance premiums to accommodate the
           Debtors' operational needs.

       (4) Capital Expenditures

           The Amendment modifies the limitation on Capital
           Expenditures to accommodate the Customer Pricing
           Relief and allow for non-Customer funded capital
           expenditures.  In addition, the Amendment includes a
           waiver by the Lenders of any Default or Event of
           Default arising out of non-Customer funded capital
           expenditures made prior to the Effective Date of the
           Amendment.

       (5) Guarantees

           The Amendment increases the applicable limitation on
           grants by the Debtors of guarantees and other
           liabilities to permit additional flexibility to
           accommodate the Debtors' operational requirements.

       (6) Cash Variance

           The Amendment modifies the negative covenant
           restricting changes in cash receipts and disbursements
           to address changed circumstances as a result of the
           expiration of the Customer Financing and the Debtors'
           ongoing operational requirements.

    C. Other Modifications

       (1) Borrowing Base

           To accommodate the Debtors' expected operational needs,
           the Amendment includes various limitations on the
           effectiveness of the Borrowing Base.

       (2) Issuance of Letters of Credit

           To facilitate the issuance of letters of credit, the
           Amendment provides that letters of credit may be issued
           in an amount equal to the amount that the Tranche A
           Loan is repaid without regard to whether the Total
           Commitment Usage exceeds the Borrowing Base.

       (3) Prepayment Provisions

           The Amendment modifies the mandatory prepayment
           provisions to permit, in certain circumstances, the
           cash collateralization of the Tranche B Loan rather
           than the mandatory prepayment of that Loan.

       (4) Update to Events of Default

           The Amendment includes a revision to the Events of
           Default to allow the Debtors a grace period in the
           event that the Customers do not timely make surcharge
           payments in accordance with the Customer Pricing
           Relief.

       (5) Customer Pricing Relief

           The Amendment includes certain modifications intended
           to update the DIP Credit Agreement to incorporate the
           Customer Pricing Relief approved by the Court on
           October 14, 2005.

       (6) Conditions to Effectiveness

           The Amendment includes certain conditions to
           effectiveness of the Amendment, including:

           (a) the affirmation approval of Required Lenders; and

           (b) payment:

               -- of an amendment fee to each Lender that executes
                  the Amendment by October 28, 2005, a fee equal
                  to 0.125% of the outstanding principal amount of
                  the Lender's Tranche B Loans and Tranche A
                  Commitment; and

               -- to the Agent of an arrangement fee, in the
                  amount disclosed to the Official Committee of
                  Unsecured Creditors, pursuant to a side letter
                  agreement to be dated as of October 28, 2005.

Mr. Carmel asserts that failure to receive authority to enter
into the Amendment and pay the Amendment Fee will preclude the
Debtors from obtaining the substantial financial benefits,
protections, consents and waivers provided in the Amendment.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in   
cockpit modules and automotive floor and acoustic systems and
is a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company has
a workforce of approximately 23,000 and a network of more than 100
technical centers, sales offices and manufacturing sites in 17
countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17, 2005
(Bankr. E.D. Mich. Case No. 05-55927).  When the Debtors filed for
protection from their creditors, they listed $3,196,700,000 in
total assets and $2,856,600,000 in total debts. (Collins & Aikman
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


COMPUTERIZED THERMAL: Equity Deficit Tops $2 Million at June 30
---------------------------------------------------------------
Computerized Thermal Imaging, Inc., delivered its annual report on
Form 10-KSB for the year ending June 30, 2005, to the Securities
and Exchange Commission on October 27, 2005.  

The Company reported a $709,193 net loss on $235,972 of net
revenues for the year ending June 30, 2005.  At June 30, 2005, the
Company's balance sheet shows $193,078 in total assets and
$2,231,370 in total debts.

At June 30, 2005, stockholders' deficit widened to $2,038,292 from
a $1,337,299 deficit a year earlier.  

HJ & Associates, LLC, the Company's auditor, expressed substantial
doubt about the Company's ability to continue as going concern,
pointing to the Company's recurring losses and $1,944,000 working
capital deficit at June 30, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2b4

Computerized Thermal Imaging, Inc., designs, manufactures and
markets thermal imaging and infrared devices and services used for
clinical diagnosis, pain management and non- destructive testing
of industrial products and materials.  CTI has developed six
significant proprietary technologies, four of which relate to its
breast imaging system, BCS 2100.  These include a climate-
controlled examination unit to provide patient comfort and
facilitate reproducible tests for the BCS 2100; an imaging
protocol designed to produce consistent results for the BCS 2100;
a statistical model that detects physiological irregularities for
the BCS 2100, and infrared imaging and analysis hardware,
including a proprietary heat-sensing camera.  CTI also markets the
Thermal Image Processor and Photonic Stimulator, two cleared pain
management devices used for diagnostic imaging and therapeutic
treatment.


CONSTELLATION BRANDS: Lenders Pledge to Fund $1.1B Vincor Merger
----------------------------------------------------------------
Constellation Brands, Inc., has obtained a commitment from
financial institutions to fund its offer to buy all of the
outstanding common shares of Vincor International Inc. (TSX: VN)
for C$31.00 or US$26.45 per share.  The Company needs $1.1 billion
to purchase the securities.

The commitment is for a senior secured term loan with two
tranches.  The first tranche matures on November 30, 2010.  The
second tranche matures in 2012 on the anniversary date of the draw
down.  The loans are repayable by the Company from cash flow from
operations.  The loans bear interest and are subject to fees at
levels customary for credit facilities of this type.

The terms and conditions of the Vincor stock purchase offer
continue to be applicable in all respects. As reported in the
Troubled Company Reporter on Oct. 20, 2005, the offers remains
open for acceptance until 5:00 p.m. Toronto time, on November 28,
2005, unless extended.  

A full-text copy of the disclosure document provided by
Constellation to Vincor shareholders is available for free at
http://ResearchArchives.com/t/s?2b8

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Moody's Investors Service placed the long-term ratings of
Constellation Brands, Inc. under review for possible downgrade and
lowered the company's speculative grade liquidity rating to SGL-2
from SGL-1.  The review of Constellation's long-term ratings
follows its announcement that it has offered to purchase all of
the outstanding common shares of Vincor International Inc. in a
transaction currently valued at approximately C$1.4 (US$1.2)
billion, including approximately C$305 (US$260) million of assumed
Vincor net debt.

Ratings placed on review for possible downgrade:

   * Ba2 corporate family rating formerly senior implied rating)

   * Ba2 on the $2.9 billion senior secured credit facility
     consisting of a $500 million revolver, $600 million tranche A
     term loans and $1.8 billion tranche B term loans

   * Ba2 $200 million 8.625% senior unsecured notes, due 2006

   * Ba2 $200 million 8% senior unsecured notes, due 2008

   * Ba2 GBP 80 million 8.5% senior unsecured notes, due 2009

   * Ba2 GBP 75 million 8.5% senior unsecured notes, due 2009

   * Ba3 $250 million 8.125% senior subordinated notes, due 2012

Rating lowered:

   * Speculative grade liquidity rating to SGL-2 from SGL-1

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on beverage alcohol producer and
distributor Constellation Brands Inc. on CreditWatch with negative
implications.


CREDIT SUISSE: Fitch Junks Rating on $8.4 Mil Class M Certificates
------------------------------------------------------------------
Fitch Ratings downgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2000-C1:

     -- $8.4 million class M certificates to 'C' from 'CCC'.

Also, Fitch upgrades:

     -- $15.3 million class D certificates to 'AA-' from 'A'.

In addition, Fitch affirms these classes:

     -- $89.2 million class A-1 'AAA';
     -- $677.5 million class A-2 'AAA';
     -- Interest-only class A-X 'AAA';
     -- $50.1 million class B to 'AAA';
     -- $44.5 million class C to 'AA';
     -- $29.1 million class E to 'A-';
     -- $13.9 million class F to 'BBB+';
     -- $30.6 million class G 'BB+';
     -- $12.5 million class H 'BB';
     -- $9.8 million class J 'BB-';
     -- $11.1 million class K 'B+';
     -- $9.7 million class L 'B'.

Fitch does not rate the $4.5 million class N.

The downgrade reflects the change in loss expectations and the
increased in specially serviced loans in the transaction.  There
are currently five specially serviced loans with losses expected
on three.  The losses are expected to deplete the non-rated class
N and significantly impact class M.

The upgrade reflects the increased credit enhancement levels from
issuance as well as the defeasance of eight additional loans since
Fitch's last rating action.  A total of 12 loans have defeased.  
As of the October 2005 distribution date, the pool's aggregate
certificate balance has decreased 9.5% to $1.01 billion from $1.11
billion at issuance.  Of the original 211 loans, 203 remain
outstanding in the pool.

The largest loan in special servicing is a 305,523 square foot
office property located in Billings, Montana.  The loan
transferred to the special servicer due to imminent default after
the anchor tenant went dark.  The loan is 90 days delinquent and
the special servicer is proceeding with a deed in lieu of
foreclosure.  Losses are expected upon liquidation.


CREDIT SUISSE: Fitch Rates $21.75MM Certificate Classes at Low-B
----------------------------------------------------------------
CSFB's home equity pass-through certificates, series 2005-8, are
rated by Fitch Ratings:

     -- $1,182,000,100 classes 1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4,
        R, R-II, and non-offered class P 'AAA';

     -- $55,500,000 class M-1 'AA+';

     -- $51,000,000 class M-2 'AA';

     -- $33,000,000 class M-3 'AA-';

     -- $24,000,000 class M-4 'A+';

     -- $24,750,000 class M-5 'A';

     -- $21,000,000 class M-6 'A-';

     -- $20,250,000 class M-7 'BBB+';

     -- $15,000,000 class M-8 'BBB+';

     -- $12,750,000 class B-1 'BBB';

     -- $7,500,000 class B-2 'BBB';

     -- $15,000,000 class B-3 'BBB-';

     -- $11,250,000 144A class B-4 'BB+';

     -- $10,500,000 144A class B-5 'BB'.

The 'AAA' rating on the senior certificates reflects the 21.20%
total credit enhancement provided by the 3.70% class M-1, the
3.40% class M-2, the 2.20% class M-3, the 1.60% class M-4, the
1.65% class M-5, the 1.40% class M-6, the 1.35% class M-7, the
1.00% class M-8, the 0.85% class B-1, the 0.50% class B-2, the
1.00% class B-3, the 0.75% class B-4, the 0.70% class B-5, and the
1.10% initial overcollateralization.  All certificates have the
benefit of monthly excess cash flow to absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure, as well as the
primary servicing capabilities of Wells Fargo Bank, N.A., and
Select Portfolio Servicing, Inc.  U.S. Bank N.A. will act as
Trustee.

The mortgage pool consists of first lien fixed- and variable-rate
subprime mortgage loans with an initial aggregate principal
balance of $1,247,549,734. On the closing date, the depositor
will deposit approximately $252,450,366 into a pre-funding
account.  The amount in this account will be used to purchase
subsequent mortgage loans after the closing date and on or prior
to Jan. 24, 2006.

The group 1 loans have an initial aggregate principal balance of
$542,604,496. As of the cut-off date, the weighted average loan
rate is approximately 7.18%, and the weighted average FICO is 622.  
The weighted average remaining term to maturity is 356 months.  
The average cut-off date principal balance of the mortgage loans
is approximately $162,748.  The weighted average original     
loan-to-value ratio is 80.1%.  The properties are primarily
located in California, Florida, Illinois, Maryland, and Arizona.

The group 2 loans have an initial aggregate principal balance of
$704,945,238.  As of the cut-off date, the weighted average loan
rate is approximately 7.15%, and the weighted average FICO is 631.  
The weighted average remaining term to maturity is 356 months.
The average cut-off date principal balance of the mortgage loans
is approximately $214,529.  The weighted average original
loan-to-value ratio is 81.1%.  The properties are primarily
located in California, Florida, New York, and Georgia.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.  
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


DAVID POWELL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: David L. Powell and Betty J. Powell
         dba D & B Distributing, Inc.
         aka Citgo Pennzmart
         aka Quickstop Quickmart
         aka Speedway
         5106 North Stateline Avenue
         Texarkana, Arizon 71854

Bankruptcy Case No.: 05-90020

Type of Business: The Debtors own a gasoline service
                  station with a grocery store.

Chapter 11 Petition Date: November 2, 2005

Court: Western District of Arkansas (Texarkana)

Debtor's Counsel: David L. James, Esq.
                  Miller, James, Miller, Wyly & Hornsby, LLP
                  1725 Galleria Oaks Drive
                  Texarkana, Texas 75504
                  Tel: (903) 794-2711
                  Fax: (903) 792-1276

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
   ------                        ---------------   ------------
Commercial National Bank                               $713,616
224 East 4th Street
Texarkana, AR 71854

Mitchell Oil Company, Inc.       Business Debt         $160,315
1832 South School
Fayetteville, AR 72702

Presley Oil Company              Business Debt         $126,830
P.O. Box 552
Longview, TX 75606

Miller Claborn                   Business Purchase      $86,064

Petro Link Inc.                  Business Purchase      $63,880

Food Fast Corporation            Business Debt          $58,676

Commercial National Bank                                $57,182

Denny Oil Company                Business Debt          $40,575

Hibernia National Bank           Business Purchase      $24,365

Manifest Funding Services        Business Expense       $22,555

Chase Bankone                    Business Purchase      $19,356

Commercial National Bank                                $13,439

Chase Platinum Mastercard        Business Purchase      $12,955

AR Department of Finance                                 $9,702

B.R. Powell & Associates, PC     Accountant              $9,380

Commercial National Bank                                 $9,353

Department of Treasury           Income Taxes            $9,209

Regions Bank                     Business Loan           $8,950

Internal Revenue Service         Quarterly Employer's    $6,190
                                 Federal Tax

Hibernia National Bank           Business Loan           $6,075


DELTA AIR: Directors Agree to Reduce Compensations
--------------------------------------------------
The members of the board of directors of Delta Airlines, Inc.,
have unanimously agreed to participate in the Company's cost
reduction efforts, Delta reports in a regulatory filing with the
U.S. Securities and Exchange Commission.

At a meeting on October 27, 2005, the Board agreed to reduce its
compensation in this manner:

    -- Annual Retainer.  Reduced the annual retainer for non-
       employee directors from $25,000 to $20,000 (a 20%
       reduction).

    -- Chairman of the Board Retainer.  Reduced the annual
       retainer paid to the non-executive Chairman of the Board
       from $150,000 to $112,500 (a 25% reduction).  This
       reduction was made at the request of the non-executive
       Chairman of the Board. It is equivalent to the previously
       announced percentage reduction in the base salary of
       Delta's Chief Executive Officer, which will also become
       effective November 1, 2005.

    -- Deferred Annual Payment.  Eliminated the annual $6,300
       deferred payment for non-employee directors who joined the
       Board after October 24, 1996.  

    -- Stock Grant to New Directors.  Eliminated the one-time
       grant of $10,000 of Delta common stock to a new director
       upon his or her initial election to the Board.  

    -- Non-Employee Directors' Stock Option Plan. Terminated the
       Delta Non-employee Directors' Stock Option Plan under
       which non-employee directors were eligible to receive
       grants of non-qualified stock options.

    -- Directors' Deferred Compensation Plan.  Terminated the
       Directors' Deferred Compensation Plan, which permitted
       non-employee directors to defer receipt of all or a
       portion of their cash fees for services as a director.  

    -- Non-employee Directors' Stock Plan.  Terminated the Non-
       employee Directors' Stock Plan, which permitted directors
       to receive all or a portion of their cash fees for
       services as a director in shares of Delta's Common Stock
       at current market prices.  

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

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 to Sell 12 Boeing 767-232 Aircraft
---------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's consent
to sell 12 Boeing model 767-232 airframes, together with
associated engines, other equipment and fixtures to ABX Air, Inc.,
subject to higher and better offers.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
relates that each of the Aircraft was put into service between
October 1982 and February 1984.  The Aircraft bear U.S. Federal
Aviation Administration registration numbers N101DA, N103DA,
N105DA, N106DA, N109DL, N110DL, N111DN, N112DL, N113DA, N114DL,
N115DA and N102DA.

In the mid-1990s, the Debtors determined to phase out all 767-232
aircraft from their operating fleet, as the aircraft approached
the end of their serviceable lives.

Benchmark values for used aircraft are typically stated as of the
aircraft's half-life, which refers to the midpoint in the
serviceable life, prior to overhaul, of certain life-limited
parts, including the airframe, engines and landing gear.
  
Based on the Debtors' research and available information, the
benchmark half-life market value of a 767-232 aircraft is
approximately $3.6 million for a 1982 vintage aircraft;
approximately $4.1 million for a 1983 vintage aircraft; and
approximately $4.5 million for a 1984 vintage aircraft.

Based on industry practice, the need to incur substantial
maintenance costs in the near future likely would depress the
value of the Aircraft below this benchmark figure.  The Debtors
estimate that the heavy maintenance costs associated with
overhauling each Aircraft would be approximately $1.5 million.

Beginning in 2003, the Debtors commenced preliminary discussions
with several industry participants regarding a potential sale of
the Aircraft, including ABX Air, and two other major U.S. cargo
operators who operate similar aircraft.  In addition, the Debtors
commenced discussions with GE Commercial Aviation Service and
other potential financial buyers for the sale of the Aircraft.

On October 2005, the Debtors sold one Boeing 767-232 aircraft to
ABX Air.  The Debtors are currently negotiating a sale agreement
for two Boeing 767-232 aircraft with GECAS.

As part of their continuing negotiations, the Debtors agreed to
sell 12 additional 767-232 Aircraft to ABX, subject to higher and
better offers.  

The salient terms of the Sale Agreement between the Debtors and
ABX Air are:

   Purchase Price:      $3,250,000 in cash for each delivered
                        Aircraft, or $39,000,000 in the
                        aggregate, assuming delivery of all the
                        Aircraft.  ABX Air has deposited
                        $1,200,000 of the Purchase Price in
                        escrow.  The Purchase Price is subject to
                        adjustments.

   Engine Maintenance
   Agreement:           The engines installed on the Aircraft
                        would be covered under an Engine Repair
                        and Maintenance Agreement between the
                        parties.

   Bill of Sale:        Contemporaneously with its receipt of the
                        Purchase Price, Delta will:

                           (i) cause a signed FAA Form 8050-2
                               Aircraft Bill of Sale to be filed
                               for recordation with the Aircraft
                               Registry of the United States
                               Federal Aviation Administration;
                               And

                          (ii) execute and deliver to ABX Air a
                               full warranty bill of sale.

   Timing of
   Deliveries:          The Debtors will deliver the Aircraft to
                        ABX Air during the period January 2006
                        through April 2008 or on other dates as
                        the parties may mutually agree.  The
                        Debtors will deliver each Aircraft to the
                        ABX Air at or near the next scheduled
                        heavy maintenance date.

   Condition of
   Aircraft:            The sale and delivery of the Aircraft is
                        on an "as is, where is" basis, subject to
                        certain specifications relating to:

                           (i) the condition of the Aircraft and
                               certain components, including the
                               landing gear and the auxiliary
                               power unit;

                          (ii) the remaining take-off and landing
                               cycles on the engines attached to
                               each Aircraft; and

                         (iii) the Debtors' undertakings relating
                               to the maintenance, appearance and
                               weight capacity of the Aircraft.

A full-text copy of the Sale Agreement is available free of charge
at:

       http://bankrupt.com/misc/964_sale_agreement.pdf

            Engine Repair and Maintenance Agreement

On July 1, 2005, the Debtors and ABX Air amended and restated
their Engine Repair and Maintenance Agreement.  Under the EMA, the
Debtors provide aircraft engine maintenance and repair services to
ABX Air with respect to its C176-80A and CF6-80A2 engines, which
are the same type of engines as those currently installed on the
Aircraft.

As consideration for these services, ABX Air pays the Debtors a
fee, which is calculated based on the number of flight hours
logged by each covered engine.  

The Debtors will assume the EMA, effective the date on which the
Court enters an order authorizing and approving the sale of the
Aircraft.  

Mr. Wiles tells Judge Beatty that the EMA is a profitable contract
for the Debtors, and as a general matter, it would be advantageous
to the Debtors for more engines to be covered under the EMA.  At
the same time, the EMA allows ABX Air to obtain engine maintenance
and repair services on more favorable terms than it could obtain
on an individual engine-by-engine basis.  

Based upon an engineering assumption of the engine renewals, shop
visits, expected costs and any additional engine services over the
EMA's 15-year term, and using a 10% discount rate, the EMA
provides an additional present value of $750,000 per Aircraft.

              Sale Free of Liens and Encumbrances

Before the Petition Date, the Debtor owned the Aircraft free and
clear of liens, claims and other encumbrances, except for
applicable statutory liens, if any.  The Aircraft are subject to
liens securing the Debtors' obligations under the Postpetition
Credit Facility with General Electric Capital Corporation.

Under the terms of the GECC DIP Facility, the DIP Lenders have
specifically consented to, among other things, "the sale or other
disposition of any Collateral consisting of . . . up to 15 767-200
aircraft".

The Aircraft may also be subject to liens of certain taxing
authorities.  According to Mr. Wiles, no amounts are currently due
and payable to the taxing authorities in respect of lienable tax
claims relating to the Aircraft.

Mr. Wiles assures the Court that holders of interests in the
Aircraft will be adequately protected because their interests will
attach to the proceeds of the sale, subject to any claims and
defenses that the Debtors may possess with respect thereto.

Accordingly, the Debtors ask the Court to approve the sale of the
Aircraft free and clear of claims and interests under Section
363(f) of the Bankruptcy Code.

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: Asks Court to Approve Dozen-Aircraft Bidding Procedures
------------------------------------------------------------------
To be certain that the terms negotiated with ABX Air, Inc., for
the sale of the 12 Boeing 767-232 Aircraft represent the highest
and best offer, Delta Air Lines Inc. and its debtor-affiliates
propose to subject the Sale Agreement to a "market check" by
soliciting competing bids and conducting an auction.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve these bidding procedures:

(a) To be considered a qualified bid, a bid must:

       -- provide for a purchase price of at least $4,000,000 per
          Aircraft over the purchase price offered by the ABX Air
          under the Sale Agreement;

       -- be on terms that are not materially more burdensome or
          conditional than the terms of the Sale Agreement;

       -- not be conditioned on obtaining financing or the  
          outcome of any due diligence by the bidder;

       -- not request or entitle the bidder to any break-up fee,  
          expense reimbursement or similar type of payment; and

       -- fully disclose the identity of each entity that will be
          bidding for the Aircraft or otherwise participating in
          connection with the bid, and the complete terms of any
          participation.

    A bid must be accompanied with a certified or bank check,
    wire transfer, or letter of credit reasonably acceptable to
    the Debtors of at least 10% of the amount of the Qualified
    Bid as a good faith deposit.  The offer must be irrevocable
    and must remain open until the closing of the Sale to the
    Successful Bidder.

    The Debtors will consider bids for fewer than all 12 of
    the Aircraft.  However, the Debtors place a substantial value
    on the ability to dispose of all the Aircraft in a single
    transaction, and that the Debtors' ultimate determination of
    the highest and best bid will reflect that consideration.

(b) Competing bids are due Nov. 21, 2005, at 4:00 p.m.  Copies of
    the bid must be delivered to:

       (i) the Debtors;

      (ii) special aircraft counsel to the Debtors, Debevoise &
           Plimpton LLP;

     (iii) ABX Air;

      (iv) counsel to ABX Air, Riddell Williams P.S.;

       (v) the Agent for the Debtors' postpetition lenders,
           General Electric Capital Corporation;

      (vi) counsel to GECC, Weil, Gotshal & Manges LLP; and

     (vii) counsel to the Creditors Committee, Akin Gump Strauss
           Hauer & Feld LLP.

(c) If a Qualified Bid, other than that of ABX Air, is received
    by the Bid Deadline, the Auction will take place on or about
    Nov. 22, 2005, at 9:00 a.m. at the offices of Debevoise &
    Plimpton, at 919 Third Avenue, in New York.

(d) At the Auction, Qualified Bidders will be permitted to
    increase their bids at increments of at least $100,000 per
    Aircraft.  No Qualified Bidder will be permitted more than
    one hour to respond to the previous bid at the Auction and,
    at the expiration of the time (unless extended), the Auction
    will conclude.  Immediately prior to concluding the Auction,
    the Debtors and the Committee will:

       (i) review each Qualified Bid on the basis of its
           financial and contractual terms and the factors
           relevant to the sale process and the best interests of
           the Debtors' creditors; and

      (ii) determine and identify the highest or best Qualified
           Bid and the next highest or otherwise best offer after
           the Successful Bid.

(e) The Debtors will present to the Court for approval both the
    Successful Bid and the Next Highest Bid.  If, for any reason,
    the Successful Bidder fails to close the Sale, then, without
    notice to any other party or further Court order, the Debtors
    will be authorized to close with the Qualified Bidder that
    submitted the Next Highest Bid.

(f) The Good Faith Deposits of all Qualified Bidders will be
    returned upon or within one business day after entry of the
    Sale Approval Order.  The Good Faith Deposit of the
    Successful Bidder will be held until the closing of the Sale
    and applied in accordance with the Successful Bid.  The Good
    Faith Deposit of the Next Highest Bidder will be retained in
    escrow until 48 hours after the closing of the Sale.  In the
    event that the closing of any Sale does not occur following a
    breach by the Successful Bidder, the Good Faith Deposit of
    the Successful Bidder will be forfeited to the Debtors.

The Debtors request that the Sale Hearing be scheduled for
Nov. 29, 2005 at 2:30 p.m., with an objection deadline of
Nov. 22, 2005 at 4:00 p.m. (prevailing Eastern Time).

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)


DERIVIUM CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel
-----------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors in Derivium Capital LLC's chapter 11 case:

      1. Robert G. Sabelhaus
         227 Greenspring Valley Road
         Owings Mills, MD 21117

      2. General Holding, Inc.
         P.O. Box 2050
         Fair Oakes, CA 95628-2050
         Attn: Don Hancock
            President and CEO

      3. David S. C. Liu
         110 Algonquin Road
         Newton, MA 02467

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 Tuxedo, New York, Derivium Capital LLC markets
and administers loans.  The Company filed for chapter 11
protection on Sept. 1, 2005 (Bankr. S.D.N.Y. Case No. 05-37491).
Steven Soulios, Esq., at Ruta & Soulios, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $60,000,000 in assets
and $79,890,199 in debts.


DERIVIUM CAPITAL: U.S. Trustee Wants to Convert or Dismiss Case
---------------------------------------------------------------
Deirdre A. Martini, the U.S. Trustee for Region 2, asks the Hon.
Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern
District of New York to convert Derivium Capital LLC's chapter 11
case to a chapter 7 liquidation or dismiss the Debtor's case.

The U.S. Trustee says the Debtor is not acting in good faith.  
Although the Debtor has filed its schedules of assets and
liabilities and a statement of financial affairs, the Debtor did
not meet the specific requirement of Section 1112(e) of the U.S.
Bankruptcy Code that mandates the filing of Schedules and
Statements within 15 days after the filing of the case.  The
Debtor did not ask for extension of time to file those financial
disclosure documents, the U.S. Trustee complains.  

The debtor has also failed to file the monthly financial
statements required by Sections 704(8), 1106, and 1107 of the
Bankruptcy Code, Rule 2015 of the Federal Rules of Bankruptcy
Procedures and the United States Trustee's Operating Guidelines.  
The U.S. Trustee says the failure of the debtor to fulfill this
obligation denies creditors access to important financial
information regarding the Debtor's financial affairs.

The U.S. Trustee charges that the Debtor has no business
operations, and has not engaged in business since 2002.  It has no
office or business premises, and lists a post office box as its
mailing address.  The U.S. Trustee says that the absence of
business operations, significant assets, and employees and the
pursuit of questionable litigation does not support a Chapter 11
reorganization.

Headquartered in Tuxedo, New York, Derivium Capital LLC markets
and administers loans.  The Company filed for chapter 11
protection on Sept. 1, 2005 (Bankr. S.D.N.Y. Case No. 05-37491).
Steven Soulios, Esq., at Ruta & Soulios, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $60,000,000 in assets
and $79,890,199 in debts.


ENTERGY NEW ORLEANS: Releases Cash Flow Forecasts through Year-End
------------------------------------------------------------------          
Entergy New Orleans, Inc., delivered its cash flow forecast for
the ten-week period ending December 31, 2005, to the U.S.
Bankruptcy Court for the Eastern District of Louisiana.  The
filing of the cash flow forecast is pursuant to the Court's
interim order for Debtor's use of Hibernia National Bank's Cash
Collateral.  A full-text copy of ENOI's cash flow forecast is
available at no charge at:

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

As previously reported in the Troubled Company Reporter on
Sept. 30, 2005, at the hearing on Sept. 28, 2005, in Baton Rouge,
the Court authorized the Debtor to use all Cash Collateral, if
any, of Hibernia; provided that Hibernia is granted adequate
protection.  Specifically, Hibernia is granted a replacement lien
in postpetition receivables to secure an amount equal to the
amount of Cash Collateral used.

The Court directs Hibernia to make a series of book entries that
will result in the transfer of funds so that the Hibernia Payment
Processing Account will have an immediate balance of $15,057,050.
The Hibernia Payment Processing Account will remain frozen and
subject to all parties' rights pending the submission and
determination of a motion establishing cash management
procedures.

The Court will convene a Final Hearing on December 7, 2005, at
2:00 p.m.  Objections must be filed and served by November 29,
2005, at 5:00 p.m. prevailing Eastern time.

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: Gordon Arata Approved as Bankr. Co-Counsel
---------------------------------------------------------------          
Entergy Corporation sought and obtained the U.S. Bankruptcy Court
for the Eastern District of Louisiana's authority to designate
Ewell E. Egan, Esq., and Wendy Hickok Robinson, Esq., at Gordon
Arata McCollam Duplantis & Egan L.L.P., as additional counsel.

Gordon Arata has current temporary offices at 400 East Kaliste
Saloom Road, Suite 4200, in Lafayette, Louisiana.

Entergy tells the Court that both Mr. Egan and Ms. Robinson are
members in good standing of the Louisiana State Bar Association,
and both are members in good standing of the Bar of the United
States District Court for the Eastern District of Louisiana,
among numerous other courts.

Entergy owns 100% of the common stock of Entergy New Orleans,
Inc., and has, subject to the rules and requirements of Chapter
11 of the Bankruptcy Code, continued to supply operating
management to ENOI.

Entergy is also represented in the Debtor's case by David S.
Rubin, Esq., at Kantrow, Spaht, Weaver & Blitzer, in Baton Rouge,
Louisiana.

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 FTI Consulting as Fin'l Advisors
----------------------------------------------------------------          
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
FTI Consulting, Inc., to perform financial advisory services in
the Debtor's Chapter 11 cases, nunc pro tunc to October 13, 2005.

The Committee recognizes that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services
it has rendered in large and complex Chapter 11 cases on behalf
of debtors and creditors throughout the United States.

The Committee believes that FTI's services are necessary to enable
the Committee to assess and monitor the efforts of the Debtor and
its professional advisors to maximize the value of the estate and
to reorganize successfully.

FTI will:

   a) assist the Committee in the review of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

   b) assist the Committee with information and analyses required
      pursuant to the Debtor's DIP financing including, but
      not limited to, preparation for hearings regarding the use
      of cash collateral and DIP financing;

   c) assist the Committee in the review of the Debtor's short-
      term cash management procedures;

   d) assist the Committee in the review of the Debtor's proposed
      key employee retention and other critical employee benefit
      programs;

   e) assist and advice the Committee with respect to the
      Debtor's identification of core business assets and the
      disposition of assets or liquidation of unprofitable
      operations;

   f) assist the Committee in the review of the Debtor's
      performance of cost and benefit evaluations with respect to
      the affirmation or rejection of various executory contracts
      and leases;

   g) assist the Committee regarding the valuation of the present
      level of operations and identification of areas of
      potential cost savings, including overhead and operating
      expense reductions and efficiency improvements;

   h) assist the Committee in the review of financial information
      distributed by the Debtor to creditors and others,
      including, but not limited to, cash flow projections and    
      budgets, cash receipts and disbursement analysis, analysis
      of various asset and liability accounts, and analysis of     
      proposed transactions for which Court approval is sought;

   i) attend at meetings and assist in discussions with  
      the Debtor, potential investors, banks, other secured
      lenders, the Committee and any other official committees
      organized in the Debtor's Chapter 11 proceedings, the U.S.
      Trustee, other parties-in-interest and professionals hired
      in the case, as requested;

   j) assist the Committee in the review and preparation of
      information and analysis necessary for the confirmation of
      a plan of reorganization in the Debtor's Chapter 11
      proceedings;

   k) assist the Committee in the evaluation and analysis of
      avoidance actions, including fraudulent conveyances and
      preferential transfers;

   l) provide litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case related issues as required by the
      Committee; and

   m) render other general business consulting or other assistance
      as the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      this proceeding.

Albert S. Conly, Senior Managing Director at FTI Consulting, Inc.,
tells the Court that FTI does not represent any other entity
having an adverse interest in connection with the Debtor's Chapter
11 cases.  Mr. Conly believes that the firm is eligible to
represent the Committee under Section 1103(b) of the Bankruptcy
Code.  "FTI is a 'disinterested person' as that phrase is defined
in Section 101(14) of the Bankruptcy Code," Mr. Conly says.

For its services, FTI seeks a $125,000 fixed monthly compensation
for the first two months and $100,000 per month thereafter, plus
reimbursement of actual and necessary expenses incurred.

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)


EPIXTAR CORP: Court Okays Accounts Receivables Sale to Wells Fargo
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized:

   -- the sale of Epixtar Marketing Corp.'s accounts receivables
      to Wells Fargo Business Credit, Inc., free and clear of all
      liens, pursuant to Section 363 of the Bankruptcy Code;

   -- Epixtar Corp. and its debtor-affiliates to obtain
      postpetition financing from Wells Fargo and grant Wells
      Fargo a super-priority lien and priority over
      administrative claims.

                 Asset Purchase Agreement

Epixtar Marketing agreed to sell and assign certain of its
accounts receivable to Wells Fargo under an Account Purchase
Agreement entered into on June 4, 2003.  These accounts
receivables arise from operation of the call center businesses.  
In January 2005, the parties extended the agreement through
Dec. 3, 2005.

The agreement calls for Epixtar Marketing to repurchase the assets
in the event that the account becomes disputed or uncollectible
and entitles Wells Fargo to credit amounts owed to Epixtar
Marketing in the event of any deficit under the terms of the
agreement.  

The Debtors tell the Court that the sale of the accounts
receivables is necessary to continue Epixtar Marketing's
operations, as well as to preserve collateral value for the
benefit of secured creditors and maximize chances for distribution
to unsecured creditors.

                  Postpetition Financing

Wells Fargo has offered to provide the Debtors with postpetition
financing in order to allow Epixtar Marketing to continue to fund
operations, operate its business in the ordinary-course, and
enhance the value of the Debtors' assets.  Epixtar Marketing will
grant Wells Fargo a priority claim over administrative claims and
a super-priority lien in the collateral set forth in the Asset
Purchase Agreement.  Epixtar Marketing will not obtain credit
secured by a lien senior to that of Wells Fargo without its
consent.  Events of default include:

   -- failure to perform any obligations under the postpetition
      financing order;

   -- any event of default under the Account Purchase Agreement;

   -- appointment of a trustee for Epixtar Marketing;

   -- conversion of the case to chapter 7; and

   -- dismissal of the case.

A full-text copy of the Accounts Purchase Agreement is available
for a fee at

  http://www.researcharchives.com/bin/download?id=051102215942

Headquartered in Miami, Florida, Epixtar Corp. --
http://www.epixtar.com/-- f/d/b/a Global Assets Holding Inc.,   
aggregates contact center capacity and robust telephony
infrastructure to deliver comprehensive, turnkey services to the
enterprise market.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 6, 2005 (Bank. S.D. Fla. Case
No. 05-42040).  Michael D. Seese, Esq., at Kluger, Peretz,
Kaplan & Berlin, P.L., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $30,376,521 and total
debts of $39,158,724.


EPPR INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: EPPR, Inc.
        P.O. Box 414
        Mercedita, Puerto Rico 00715

Bankruptcy Case No.: 05-12540

Chapter 11 Petition Date: October 16, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

Debtor's Counsel: Alexis Fuentes Hernandez
                  Charles A. Cuprill, P.S.C.
                  356 Fortaleza Street, Second Floor
                  San Juan, Puerto Rico 00901
                  Tel: (787) 977-0515

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Veronica Lee Barnes             Lawsuit                 $951,000
P.O. Box 71405
San Juan, PR 00936

USDA                                                    $464,308
350 Chardon Street, Suite 120
San Juan, PR 00918

Santander Leasing                                       $257,537
P.O. Box 362589
San Juan, PR 00936-2589

Departamento De Hacienda                                $158,985

Banco Santander                                         $139,755

Popular Auto                                            $122,018

CRIM                                                     $80,373

Banco Popular De Puerto Rico                             $67,757

LM Waste Service Corp.                                   $39,971

Departamento Del Trabajo                                 $37,770

Euroleasing                                              $34,203

GE Capital                                               $28,746

Ford Motor Credit                                        $27,506

Canada Life                                              $25,368

La Cruz Azul De PR                                       $23,612

Quadrel Leasing De PR                                    $22,936

State Insurance Fund                                     $22,160

Ixion A. Rodriguez Toro                                  $15,000

Ferreteria Abraham                                       $10,068

RG Premier Bank                                           $8,514


FALCON PRODUCTS: Needs to Tap Federal Insurance's Cash Collateral
-----------------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the Honorable
Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern
District of Missouri for authority to use $1.54 million of Federal
Insurance Company's cash collateral.

The Debtors provide workers' compensation benefits programs for
income protection, medical services, and rehabilitation services
to employees with job-related injuries and illnesses.

Federal Insurance Company is a member of the Chubb Group of
Insurance Companies.  CHUBB provided the Debtors with workers'
compensation policies covering claims that first arose prior to
Oct. 31, 2004.  CHUBB holds $4,989,161 cash collateral to secure
its $3,160,519 claims under the CHUBB WC Policies.  

Since Nov. 1, 2004, the Debtors have maintained workers'
compensation insurance through ACE American Insurance Company.  In
order to renew the ACE WCIP, ACE recently required the Debtors to
increase to $4,117,000 the amount of the stand-by, irrevocable
letter of credit, by $2,017,000.

The Debtors need the CHUBB excess cash collateral to obtain the
necessary insurance coverage for 2006.  Without the immediate use
of the Surplus Cash Collateral, the Debtors will be unable to
maintain the workers' compensation insurance necessary to operate
their businesses, they could sacrifice the going concern value of
their businesses, and be forced to abandon their efforts to
consummate their confirmed Plan of Reorganization.  

The Debtors say CHUBB is adequately protected because it holds
excess cash collateral.

Judge Schermer will convene a Cash Collateral Hearing at 9:00 a.m.
on Nov. 9, 2005, at Thomas F. Eagleton U.S. Courthouse, Fifth
Floor North, 111 South Tenth Street, in Saint Louis, Missouri.

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.   On Oct. 18,
2005, the Honorable Barry S. Schermer confirmed the Debtors' Third
Amended Joint Plan of Reorganization.


FEDERAL-MOGUL: Names Mike de Irala as Senior Vice President
-----------------------------------------------------------
Chairman, President and CEO Jose Maria Alapont reported the
appointment of Mike de Irala as senior vice president, global
manufacturing, and a member of the Strategy Board for Federal-
Mogul Corporation (OTCBB:FDMLQ), effective Nov. 1, 2005.

"Mike brings to Federal-Mogul extensive manufacturing experience
with one of our largest customers, as well as a keen dedication to
quality excellence," Mr. Alapont said.  "His past success in
leading lean manufacturing initiatives will fully support the
achievement of continued productivity gains and Federal-Mogul's
drive for global profitable growth."

Mr. de Irala comes to Federal-Mogul with more than 30 years of
experience in the automotive industry, all with Ford Motor
Company.  Most recently, Mr. de Irala was executive director,
manufacturing, powertrain operations, in which he was responsible
for 15 plants and more than 20,000 employees in North America.
Prior to that, Mr. de Irala held several positions of increasing
responsibility in manufacturing, including site manager at Ford of
Canada, where he was responsible for five plants; director of
advanced manufacturing technology development; and plant manager
at the Batavia Transmission Plant in Cincinnati, Ohio.  Mr. de
Irala also served in several key plant management and engineering
positions.  Mr. de Irala began his career at Ford in 1973 as a
design engineer in the transmission and chassis division.

Some of de Irala's recent career accomplishments include
integrating Six Sigma processes with lean manufacturing
implementation, as well as launching new powertrains.

Mr. de Irala earned a bachelor's degree in engineering and a
master's degree in business administration, both from the
University of Detroit-Mercy in Detroit, Michigan.

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


FREEDOM MEDICAL: Administrative Claims Bar Date is Dec. 31
----------------------------------------------------------
All requests for payment of administrative expenses that accrued
from Dec. 29, 2004, against Freedom Medical, Inc., must be filed
by December 31, 2005.  Administrative expenses, under the
company's confirmed chapter 11 Plan, will be paid in full.

Judge Bruce Fox of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania confirmed the Debtor's Second Amended
Plan of Reorganization on October 12, 2005.  The Plan has yet to
take effect.  The Plan will enable the Debtor to successfully
emerge from bankruptcy, preserve its business, maintain jobs and
allow creditors to realize the highest recoveries.  Interest
holders which are impaired under the Plan will provide
contributions to fund the Plan in exchange for retention of their
interests in the Reorganized Debtor.

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc.,
-- http://www.freedommedical.com/-- sells electronic medical    
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  Barry D. Kleban, Esq., at
Adelman Lavin Gold and Levin represents the Debtor.  When Freedom
Medical filed for protection from its creditors, it listed
estimated assets and debts of more than $50 million.


FREEDOM MEDICAL: Wants April 2005 General Claims Bar Date Amended
-----------------------------------------------------------------
Freedom Medical, Inc., intends to file an amendment to its
Schedules of Liabilities.  In relation to the amendment filing,
the Debtor asks the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to amend the April 6, 2005, general claims bar
date order.  The Debtor wants the Court to enter a new order
dealing solely with proofs of claim which arise from the filing of
the Debtor's Amendments to Schedules.

The Debtor believes that 30 days from receipt of notice of the
amendments filing is sufficient to enable creditors to file proofs
of claim arising from the changes in the liabilities' schedule.

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc.,
-- http://www.freedommedical.com/-- sells electronic medical    
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  Barry D. Kleban, Esq., at
Adelman Lavin Gold and Levin represents the Debtor.  When Freedom
Medical filed for protection from its creditors, it listed
estimated assets and debts of more than $50 million.  The Debtor's
Second Amended Plan of Reorganization was confirmed on Oct. 12,
2005.


GENERAL CABLE: Earns $2.7 Million of Net Income in Third Quarter
----------------------------------------------------------------
General Cable Corporation (NYSE:BGC) reported that revenues for
the third quarter ended September 30, 2005, were $600.5 million
compared to $489.3 million in the third quarter of 2004.  On a
metal-adjusted basis, revenues increased in the third quarter
of 2005 compared to the third quarter of 2004 by $60.6 million
or 11%.

Net income after preferred stock dividends for the third quarter
ended September 30, 2005, was $2.7 million compared to net income
of $5.9 million in the third quarter of 2004.  Included in the
results for the 2005 third quarter were pre-tax charges of
$15.6 million associated with the previously announced closure of
certain of the Company's manufacturing facilities.  

Included in the third quarter of 2004 results were pre-tax charges
of $3.6 million associated with the rationalization of certain of
the Company's manufacturing facilities and remediation costs of a
former manufacturing facility.  These items reduced reported
diluted earnings per share in the third quarter of 2004 by $0.07.

On a comparable basis without the effect of these charges in both
periods, earnings per share were $0.26 in the third quarter of
2005 compared to $0.22 in the third quarter of 2004, an increase
of 18%.

Highlights

   -- achieved 10th consecutive quarter of positive year-over-year
      metal-adjusted revenue growth;

   -- increased gross margins approximately 135 basis points,
      adjusted for metals and unusual items;

   -- implemented price increases to recover unprecedented
      inflation on raw material, energy, and freight costs;

   -- entered into cross currency interest rate swap resulting in
      an estimated $6 million in interest savings over two years;

   -- announced intention to acquire global leader in high voltage
      energy cable systems;

   -- reduced net debt to $301 million which is 2.1 times trailing
      twelve month adjusted EBITDA;

                      Third Quarter Results

Net sales for the third quarter of 2005 were $600.5 million, an
increase of 11% versus metal-adjusted net sales in the third
quarter of 2004.  The average price per pound of copper and
aluminum increased $0.41 and $0.03, respectively, from the third
quarter 2004 to the third quarter of 2005.  The 2004 net sales
have been increased in this comparison to put them on a consistent
metal-adjusted basis with 2005 net sales.  Overall net sales for
the quarter were positively affected by less than 2% as a result
of favorable changes in foreign currency exchange rates for the
Company's international operations and the acquisition of Draka
Comteq's North American electronics and datacom business (Helix)
in March of 2005.

Net sales were up in all reported business segments in the third
quarter of 2005 compared to metal-adjusted net sales in the third
quarter of 2004.  Energy cable sales were up in all geographic
regions led by a strong double-digit increase in North America
where both bare aluminum and medium voltage cable demand continues
to grow ahead of overall GNP.  Contributing to this growth was
approximately $2 million of incremental revenues for emergency
hurricane assistance in Mississippi and the New Orleans region and
the shipment of bare transmission cable for a large project
nearing completion.  Also, pricing actions implemented over the
last several quarters in both transmission and distribution cables
effectively offset raw material inflation.  Industrial & Specialty
cables revenue was up 7% due to strong demand, particularly in
North America driven by marine, mining, oil and gas exploration
and production products.  Revenue for Communications cables
increased 7%, reflecting additional revenue from the recent
acquisition of the Helix business as well as increased sales in
nearly all product segments, including LAN cables, electronics and
OEM assemblies.  Partially offsetting these increases were
continued lower demand for outside plant telecommunications
cables.  Demand from the traditional regional bell operating
company has fallen at an annualized rate of approximately 7% per
year over the last four years.  As a result, the Company closed
one of its three telephone cable manufacturing facilities during
the third quarter.  The Company has recorded charges of $19.1
million in 2005 for this action and the relocation of fiber optic
capacity into another facility and expects to substantially
complete these actions by the end of 2005.

Third quarter 2005 operating income without the effect of
$15.6 million in charges related to previously announced plant
closures was $32.9 million compared to third quarter 2004
operating income of $23.3 million (without the effect of
$3.6 million in rationalization charges), an increase of
$9.6 million or 41%. Adjusted operating earnings as a percent of
metal-adjusted net revenues were 5.5% and 4.3% in the third
quarter in 2005 and 2004, respectively, an increase of 116 basis
points.  Operating income for the third quarter of 2005 benefited
from pricing actions put in place over the last several quarters
as well as $2.4 million related to liquidating lower priced LIFO
inventory during the quarter.  Selling, general and administrative
expenses were down slightly as a percentage of net sales at 7.1%
and 7.2% of metal-adjusted net sales in the third quarter of 2005
and 2004, respectively.

The Company's effective tax rate for the third quarter of 2005 was
44% compared to the third quarter of 2004 of 30.8%.  This increase
is due primarily to the effect of certain international net
operating losses utilized during the third quarter of 2004, which
reduced that period's effective tax rate.  In addition, the mix of
year-to-date geographic taxable income into higher tax rate
jurisdictions and the impact of cumulatively adjusting to our
estimated full year 2005 tax rate in the third quarter increased
the effective tax rate in the third quarter of 2005 by
approximately 5 points.

"Over the last two years, each of our business units has
experienced extraordinary and continuing inflationary pressure in
core raw materials, energy, and freight, which must be recaptured
in the marketplace.  The company has recently received a fresh
round of immediate raw material price increases and as a result
has further raised prices for our products in the market,"
commented Gregory B. Kenny, President and Chief Executive Officer
of General Cable.  "The change in copper prices this year to date
compared to the same period last year resulted in an additional
$117 million that needed to be passed along to our customers.   
Prices for our most widely used compounds are up 25% to 40% in the
last year.  On an annualized basis, non-metal raw material prices
are up nearly $29 million.  Electricity costs to both heat our
facilities and run equipment are up approximately 20% with wide
regional variability.  Freight costs, which have been escalating
due to fuel costs and one-way deliveries into hurricane ravaged
areas, are up 11% since the beginning of the year, and natural gas
prices have doubled in just the last three months.  Despite these
challenges, the Company continues to deliver improving earnings as
a result of our focused Lean Manufacturing initiatives and efforts
to quickly recover raw material and other price inflation with
market price increases for our products."

                    Preferred Stock Dividend

In accordance with the terms of the Company's 5.75% Series A
Convertible Redeemable Preferred Stock, the Board of Directors has
declared a preferred stock dividend of approximately $0.72 per
share for the three-month period ending November 24, 2005.  
The dividend is payable on November 24, 2005, to preferred
stockholders of record as of the close of business on
October 31, 2005.

                     Fourth Quarter Outlook

"For the fourth quarter of 2005 we expect revenues to be up about
5% on a metal-adjusted basis compared to the fourth quarter of
2004 while operating income (excluding plant rationalization
charges of approximately $6 million on a pre-tax basis), should
increase substantially," commented Kenny. "On a diluted per share
basis, excluding the plant rationalization charges, earnings
should approximate $0.15 to $0.19 with copper averaging in the
$1.80 to $1.85 per pound range, well above the $1.70 average of
the third quarter. Copper continues to move to new highs and has
recently touched $1.98 per pound on a spot basis. The Company has
approximately 40% of its copper related business tied to contracts
which provide for a pass-through of these increasing metals
prices. We continue to work closely with our non-contractual
customers and distribution partners to make sure that these raw
material increases are understood and accepted in the form of
increasing prices for our products in the market. Our outlook
excludes the impact of the Silec acquisition, which may close
during the fourth quarter."

General Cable Corporation makes aluminum, copper, and fiber-optic
wire and cable products.  It has three operating segments:
industrial and specialty (wire and cable products conduct
electrical current for industrial and commercial power and control
applications); energy (cables used for low-, medium- and high-
voltage power distribution and power transmission products); and
communications (wire for low-voltage signals for voice, data,
video, and control applications).  Brand names include Carol and
Brand Rex.  It also produces power cables, automotive wire, mining
cables, and custom-designed cables for medical equipment and other
products.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Standard & Poor's Ratings Services revised it outlook on Highland
Heights, Kentucky-based General Cable Corp. to stable from
negative, and affirmed the 'B+' corporate credit rating, 'BB'
secured bank loan rating, and 'B' senior unsecured debt rating.
The revised outlook reflects improved financial leverage metrics
stemming from strengthened profitability.  As a result, General
Cable's financial leverage metrics, as measured on an adjusted
total debt to EBITDA basis, are now more consistent with its
overall rating, adding to the company's financial flexibility.


GFI AMERICA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GFI America, Inc.
        dba Kings Deluxe Foods
        dba Nicollet Cattle Trading
        dba Nicollet International
        2815 Blaisdell Avenue South
        Minnepolis, Minnesota 55408

Bankruptcy Case No.: 05-47855

Type of Business: The Debtor provides custom processed beef, pork
                  and chicken products.  The Debtor also
                  specialize in creating center plate concepts for
                  regional and national restaurant operators.
                  See http://www.gfiamerica.com/

                  Four creditors originally filed an involuntary
                  chapter 7 proceeding against the Debtor on
                  Oct. 7, 2005.  The Debtor consented to file a
                  chapter 11 petition on Oct. 27, 2005.

Chapter 11 Petition Date: October 27, 2005

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich Meyer Kirkman McGrath Nauman
                  4545 IDS Center
                  80 South Eighth Street
                  Mineapolis, Minnesota 55402
                  Tel: (612) 317-4745
                  Fax: (612) 332-8302

Financial Condition as of September 30, 2005:

      Total Assets: $7,612,524

      Total Debts:  $8,319,778

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Fredin Brothers                  Goods & Services       $734,250
38468 U.S. Highway 14
Springfield, MN 56087

Sisseton Livestock Auction Inc.  Goods & Services       $539,017
Rural Route 1
Sisseton, SD 57262

Werner Enterprises Inc.          Goods & Services       $400,284
14507 Frontier Road
Omaha, NE 68138

Kvistero, Keith                  Goods & Services       $267,626
13035 Highway 40 NW
Milan, MN 56262

Cargill Meat Solutions           Goods & Services       $257,569
2750 Jewel Avenue
Los Angeles, CA 90058-1224

W-Zych Cattle Co.                Goods & Services       $237,689
5063 County Road 3
Beardsley, MN 56211

Export Packers Company Ltd.      Goods & Services       $237,126
107 Walker Drive
Brampton Ontario L6T5K5
Canada

Lurie Besikof Lapidus & Co. LLP  Goods & Services       $234,829
2501 Wayzata Boulevard
Minneapolis, MN 55405

Stotts, Roger                    Goods & Services       $232,021
1940 80th Street SW
Appleton, MN 56208

Midland Foods                    Goods & Services       $145,977

Robert Neinow Farm Inc.          Goods & Services       $140,757

Doherty Staffing Solutions       Goods & Services       $125,979

Club Demonstration Services      Goods & Services       $116,339

Green Bay Packing                Goods & Services       $108,667

South Dakota Livestock           Goods & Services       $100,349

Pravacek, Francis                Goods & Services       $100,131

National Beef Packing Co.        Goods & Services        $96,219

O & S Cattle Company             Goods & Services        $95,546

Whempner Brothers                Goods & Services        $92,195

Praxair Inc.                     Goods & Services        $90,754


HEILIG-MEYERS: Balks at North Carolina's $5 Million Tax Claims
--------------------------------------------------------------
Heilig-Meyers Company and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, to reduce the $985,388 claim filed by the North Carolina
Department of Revenue on Jan. 16, 2001.  In addition, the Debtors
ask the Court to disallow the Agency's $3,917,248 claim filed on
Jan. 15, 2001.

The government's claim filed on January 16 arose from the
assessment of various sales and franchise taxes.  The Debtors
contend that they have paid all amounts asserted by the government
except for $14,788 identified as franchise tax for March 1998 of
Heilig-Meyers Furniture Company.

North Carolina's other claim resulted from the assessment of
various franchise and installment paper taxes against MacSaver
Financial Services, Inc.  Based on the Debtors' records, they have
no liability for these alleged amounts.  

The Court will convene on Nov. 15, 2005, at 2:00 p.m. to discuss a
settlement between the parties.

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


HONEY CREEK: U.S. Trustee Unable to Organize Official Committee
---------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6
responsible for appointing official committees in debtors'
bankruptcy cases, tells the U.S. Bankruptcy Court for the Northern
District of Texas that nobody attended a meeting conducted on
Oct. 18, 2005.  Because no creditor has expressed interest in
serving on an official committee, the United States Trustee is
unable to appoint an Unsecured Creditors' Committee.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


HUDSON LOANS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hudson Loans, Inc.
        P.O. Box 1015
        Cheraw, South Carolina 29520

Bankruptcy Case No.: 05-13899

Type of Business: The Debtor offers consumer loans.

Chapter 11 Petition Date: October 14, 2005

Court: District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: Michael J. Cox, Esq.
                  Michael J. Cox Attorney at Law, LLC
                  P.O. Box 475
                  Columbia, South Carolina 29202
                  Tel: (803) 254-6041

Total Assets: $705,850

Total Debts:  $1,617,624

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Megan B. Purvis & Shirley P. Thompson           $177,362
60 McRae Road
Cheraw, SC 29520

Sybil F. Ingram                                 $151,778
22 Cedar Avenue
Cheraw, SC 29520

M.L. Koontz Revocable Trust Agreement           $121,560
110 Lakeway Drive
Cheraw, SC 29520

Melbae Abel as trustee of the Melbae Abel       $118,508
Revocable Living Trust

Glenn F. Williamson                             $111,521

Andrew R. Ingram                                $107,288

Glenn F. Williamson                              $94,246

Glenn F. Williamson                              $94,246

Jane I. Hance                                    $91,351

Kathy I. Bradshaw                                $66,380

Mary A. Blanks                                   $66,178

Mike K. Hamden, Jr.                              $60,000

Andrew R. & Susanne W. Ingram                    $43,672

Grayson K. Crawford                              $41,936

Janice C. Estridge                               $39,500

EM Whitt and MW Whitt                            $37,049

Leigh D. Ervin Travis                            $33,426

Sherry R. Hinson                                 $28,597

Marian J. Pate                                   $25,880

Frances F. Koontz Revocable Trust Agreement      $25,000


IMMUNE RESPONSE:  Joseph F. O'Neill Appointed as New CEO & Pres.
----------------------------------------------------------------
The Immune Response Corporation (Nasdaq Capital Market:IMNR)
reported the appointment of Joseph F. O'Neill, M.D., M.P.H. as its
new Chief Executive Officer and President, succeeding John N.
Bonfiglio, Ph.D.

Dr. O'Neill comes to The Immune Response Corporation after a
distinguished career leading federal AIDS policy at the White
House, the Office of the U.S. Secretary of Health and Human
Services, and the Office of the Global AIDS Coordinator at the
U.S. Department of State.  Dr. O'Neill was chief architect of the
President's 2003 Emergency Plan for AIDS Relief, known as PEPFAR,
a $15 billion U.S. Government-led global initiative to combat the
HIV/AIDS epidemic.  Dr. O'Neill will leverage his extensive
experience and relationships in public health initiatives to lead
the Company in the ongoing development of its products for HIV and
multiple sclerosis (MS).  Dr. O'Neill will also serve on the
Company's Board of Directors.

"I am thrilled to take on this challenge and dedicate my efforts
to the development of Immune Response's products, which represent
a powerful new therapeutic approach," said Dr. O'Neill.  "I am
acutely aware of the need for new HIV therapies. An effective
immune-based therapy would make an enormous contribution in the
fight against HIV/AIDS, enabling entirely new approaches to
treatment.  Similarly, there is a great need for new MS
treatments.  After careful review of the Company's recent
scientific developments, I believe that we can successfully
complete the necessary clinical trials and form the public and
private partnerships required to advance these important new
treatments."

The Immune Response Corporation's products for HIV are based on
its patented whole-inactivated virus technology and are intended
to help restore a patient's immune system to fight the HIV
infection. REMUNE(R), currently in Phase II clinical trials, is
being developed as a first-line treatment for people with early-
stage HIV.  A new HIV immune-based therapy, IR103, which
incorporates a Toll-like receptor (TLR) agonist-based adjuvant
from Idera Pharmaceuticals Inc. (AMEX: IDP), is currently in Phase
I/II clinical trials.  Further, the Company is developing
NeuroVax(TM), an immune-based therapy for MS, which is also in
Phase II.

Dr. O'Neill has an extensive record of public service spanning
multiple administrations.  Dr. O'Neill served as Deputy U.S.
Global AIDS Coordinator and Chief Medical Officer for the Office
of the Global AIDS Coordinator at the U.S. Department of State.
During his tenure, the Office of the U.S. Global AIDS Coordinator
oversaw the disbursement of $2.4 billion to over 100 countries in
the first year of operations.  Prior to that position, Dr. O'Neill
was the Director of the White House Office of National AIDS Policy
where he spearheaded the development of PEPFAR, and coordinated
the successful legislative strategy resulting in the passage by
Congress of the U.S. Leadership against HIV/AIDS, Tuberculosis,
and Malaria Act of 2003.

Previously, Dr. O'Neill also served as the Acting Director of the
Office of HIV/AIDS Policy in the Department of Health and Human
Services, coordinating the Department's $30 billion HIV/AIDS
program.  Dr. O'Neill also served as Director of the HIV/AIDS
Bureau of the Health Resources and Services Administration,
responsible for management of the $1.9 billion Ryan White CARE
program, the nation's largest healthcare program serving people
living with AIDS.

"I can't think of a more capable and accomplished person than Joe
O'Neill to lead our Company into its next era," said Bob Knowling,
Chairman of the Board of The Immune Response Corporation.  "Joe
brings a unique perspective from his work on the front lines
treating patients and his understanding of the plight of those
suffering from this epidemic, combined with unparalleled
experience implementing global health initiatives.  We are honored
that he will put that same passion, dedication and experience to
work at the Immune Response Corporation."

Dr. O'Neill is a practicing HIV/AIDS physician and a member of the
faculties of the Johns Hopkins School of Medicine and the
University of Maryland School of Medicine.  Dr. O'Neill was also
previously on the medical staff of the Chase Brexton Clinic, a
community-based AIDS clinic in Baltimore.  A graduate of the
School of Medicine of the University of California at San
Francisco, Dr. O'Neill also received Master's degrees in public
health and medical sciences and a Bachelor's degree in business
administration from the University of California at Berkeley.

                  Required NASDAQ Disclosure

To further align Dr. O'Neill's interests with those of Immune
Response stockholders, the Company's Board of Directors granted
Dr. O'Neill an inducement stock option award.  NASDAQ rules
require disclosure of the terms of such awards.

Dr. O'Neill received an option to buy 6,000,000 shares of Immune
Response common stock at an exercise price of $0.32 per share.  
The option is subject to these two vesting requirements:

    (1) 3,000,000 of the options shall vest quarterly over two
        years subject to Dr. O'Neill's continuation of service as
        CEO; and

    (2) the remaining 3,000,000 options shall all vest in 2012,
        subject to Dr. O'Neill's continuation of service as CEO,
        unless they vest earlier based upon attainment of
        performance milestones which may be mutually agreed upon
        in the future by the Company and Dr. O'Neill.

The Immune Response Corporation (Nasdaq:IMNR) --
http://www.imnr.com/-- is a biopharmaceutical company dedicated  
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis (MS).  The Company's HIV products are based on
its patented whole-killed virus technology, co-invented by Company
founder Dr. Jonas Salk, to stimulate HIV immune responses.
REMUNE(R), currently in Phase II clinical trials, is being
developed as a first-line treatment for people with early-stage
HIV.  We have initiated development of a new immune-based therapy,
IR103, which incorporates a second-generation immunostimulatory
oligonucleotide adjuvant and is currently in Phase I/II clinical
trials in Canada and the United Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II
clinical trials and has shown potential therapeutic value for this
difficult-to-treat disease.

                         *     *     *

Levitz, Zacks & Ciceric, expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditors point to
operating and liquidity concerns which resulted from the Company's
significant net losses and negative cash flows from operations.

The Company has incurred net losses since inception and has an
accumulated deficit of $339,293,000 as of June 30, 2005.  The
Company says it will not generate meaningful revenues in the
foreseeable future.

At June 30, 2005, Immune Response's balance sheet showed a
$2.1 million stockholders' deficit, compared to $4.4 million of
positive equity at Dec. 31, 2004.


INDUSTRIAL ENTERPRISES: Wants to Acquire Automotive Holding
-----------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB: ILNP) reported
that management has signed a Letter of Intent to acquire 100%
ownership of a diversified Automotive Holding Company with
subsidiaries involved in automotive supplies, oil packaging,
specialty plastics and trucking.  The acquisition, which is
anticipated to close within 60 days, is expected to double ILNP's
projected revenues from $35 million to $70 million annually.

John Mazzuto, Chief Executive Officer of Industrial Enterprises of
America, stated, "This acquisition will provide ILNP with a
substantial addition to its product lines and will effectively
double the size of our operations allowing us to achieve
significant economies of scale.  This also marks the successful
follow through of our acquisition strategy where we continue to
add companies with profitable operations, established branded and
private label product lines and widespread distribution channels
to our core operations.  The addition of these products and high
volume operations will significantly contribute to our bottom
line."

The target is a long-standing, experienced member of the petroleum
and automotive industries, with expertise in providing a wide
range of high-quality products at an economical price.  These
products consist of lubricants, winter and specialty chemicals and
have a wide variety of distribution channels including automotive,
oil jobber, heavy duty, mass merchandiser, grocery, drug, hardware
and overseas.

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. -- http://www.TheOtherGas.com/-- is a holding  
Company with three operating subsidiaries, EMC Packaging, Unifide
Industries and Todays Way Manufacturing, LLC.  EMC Packaging is
one of the largest worldwide providers of refrigerant gases,
specializing in converting hydroflurocarbon gases into branded and
private label refrigerant and propellant products as well as
packaging of "gas dusters" used in a variety of industries.
Unifide Industries markets and sells specialty automotive products
under proprietary trade names and private labels, and Todays Way
Manufacturing manufactures and packages the products sold by
Unifide Industries.

                             *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Beckstead and Watts, LLP, expressed substantial doubt about
Industrial Enterprises of America, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended June 30, 2005.  The auditors issued the
opinion because "the Company has had limited operations and [has]
not commenced planned principal operations."


INTERSTATE DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Interstate Development Corporation of Illinois
        dba Best Western Windsor Oaks Inn
        dba Paradise Grill
        dba The Oaks
        2200 South Court Street
        Grayville, Illinois 62844

Bankruptcy Case No.: 05-43858

Type of Business: The Debtor owns and operates a hotel and
                  two restaurants and leases three real
                  estate properties.

Chapter 11 Petition Date: November 2, 2005

Court: Southern District of Illinois (Benton)

Debtor's Counsel: Douglas A. Antonik, Esq.
                  Antonik Law Offices
                  P.O. Box 594
                  411 Main
                  Mount Vernon, Illinois 62864
                  Tel: (618) 244-5739

Financial Condition as of November 1, 2005:

      Total Assets: $4,338,973

      Total Debts:  $3,600,354

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Kevin Williams                   Personal loans         $203,560
311 Ladue Drive
Mount Carmel, IL 62863

Internal Revenue Service         2005 Federal            $73,680
3101 Constitution Drive          Withholding taxes
Stop 5000 SPD
Springfield, IL 62704

Illinois Department of Revenue   Hotel/Motel Taxes       $71,295
BK Unit Level 7245
100 Randolph Street
Chicago, IL 60601

White County Collector           Real estate taxes       $28,560
                                 Second installment

GE Capital                       Restaurant              $13,938
                                 equipment lease

GE Capital                       Restaurant              $12,609
                                 equipment lease

J E Shekell Inc.                 Plumbing system work    $11,822

City of Grayville                Hotel tax Utilities      $6,539

Illinois Department of Revenue   2005 Retailers           $4,794
                                 Occupation Taxes

Illinois Department of Revenue   2005 Illinois            $4,172
                                 Withholding tax

Key Equipment Finance            Computer lease           $3,251

Lease Corporation of America     Security cameras lease   $2,137

Gordon Food Services             Trade debt               $2,065

Lamar Advertising                Advertising              $1,760

F T Kelley and Sons              Trade debt               $1,346

Olney Daily Mail                 Trade debt               $1,024

Wabash Communications Inc.       Health insurance           $776
                                 Reimbursement

Illinois Department of Revenue   2005 Sales Taxes           $562

Dartt Services                   Supplies                   $508

Gene Flowers                     Consignment artwork        $486


J. CREW: Extends Consent Solicitation for 9-3/4% Notes to Jan. 23
-----------------------------------------------------------------
J. Crew Operating Corp. extended its Tender Offer and Consent
Solicitation relating to its 9-3/4% Senior Subordinated Notes due
2014 (CUSIP No. 46612GAC1).  The Offer will now expire at 9:00
a.m., New York City time, on Jan. 23, 2006, unless further
extended.

The Offer is conditioned upon, among other things, the
satisfaction or waiver of all closing conditions contained in the
underwriting agreement relating to the initial public offering of
the common stock of J. Crew Group, Inc., the Company's parent,
other than those conditions relating to the consummation of the
Offer.  There has been a delay in the timing of the IPO and the
management of the Company now believes the IPO will take place in
early 2006.

Holders who have tendered their Notes pursuant to the Offer are
being given the opportunity to withdraw their tendered Notes and
revoke their consents to certain proposed amendments to the
related indenture until 5:00 p.m., New York City time, on Nov. 8,
2005.  Holders who validly withdraw their Notes and revoke their
consents prior to the Withdrawal Deadline will not receive any
consideration for their Notes.  Withdrawing Holders who wish to
re-tender their Notes and re-deliver their consents in order to
receive the Tender Consideration (as defined in the Company's
Offer to Purchase and Consent Solicitation Statement dated Oct. 3,
2005) must validly re-tender their Notes at or prior to the
Expiration Time.  The right to withdraw tendered Notes and the
right to revoke consents will expire at the Withdrawal Deadline
except under certain limited circumstances.  If the Offer is
consummated, holders who validly tendered their Notes prior to
5:00 p.m., New York City time, on Oct. 14, 2005 and who do not
withdraw their tendered Notes prior to the Withdrawal Deadline
will receive the Total Consideration (as defined in the Company's
Offer to Purchase and Consent Solicitation Statement dated October
3, 2005).

The Company has distributed to all holders of the Notes a
supplement to its Offer to Purchase setting forth this amendment
to the Offer in more detail.  Holders who do not withdraw their
tendered Notes prior to the Withdrawal Deadline, or Withdrawing
Holders who re-tender their Notes prior to the Expiration Time,
will be deemed to have consented to this amendment to the Offer.

Questions regarding the Offer should be directed to Goldman, Sachs
& Co., the sole Dealer Manager, at 212-357-7867 or 877-686-5059
(Attention: Credit Liability Management Group).  Requests for
assistance or additional sets of the supplement or the offer
materials may be directed to Global Bondholder Services
Corporation, the Information Agent and Depositary for the Offer,
at 212-430-3774 or 866-873-6300.

J. Crew Group is a nationally recognized retailer of men's and
women's apparel, shoes and accessories.  The Company operates 157
retail stores, the J. Crew catalog business, jcrew.com, and 45
factory outlet stores.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's placed the ratings of J. Crew Group, Inc. on review for
possible upgrade following the company's filing for an upcoming
initial public offering and plan to utilize the proceeds to de-
lever its balance sheet.

These ratings were placed on review for possible upgrade:

   * Corporate family rating of B3
   * Senior discount notes of Caa2

As reported in the Troubled Company Reporter on Aug. 23, 2005,
Standard & Poor's Ratings Services placed its ratings on J. Crew
Group Inc., including its 'B-' corporate credit rating, on
CreditWatch with positive implications.

The ratings on J. Crew Corp. and J. Crew Intermediate LLC were
also placed on CreditWatch with positive implications.  J. Crew
had total debt (including preferred stock that is mandatorily
redeemable in 2009) of about $577 million as of April 30, 2005.

The CreditWatch listing follows J. Crew's S-1 filing with the SEC
for an IPO of its common stock of up to $200 million.


J/Z CBO: Liquidation Cues S&P to Lift Junk Rating on Class C Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, and C notes issued by J/Z CBO (Delaware) LLC, an arbitrage
CBO transaction managed by David L. Babson & Co., and removed them
from CreditWatch with positive implications, where they were
placed June 30, 2005.

     The upgrades reflect a number of factors, including:

     -- A significant increase in the par value of the collateral    
        pool resulting from the liquidation of some defaulted
        securities at higher-than-expected values; and
   
     -- Paydowns to the class A noteholders of $40 million on the
        May 2004 payment date and another $10 million one year
        later, which increased the credit enhancement available to
        support the senior notes.

Additionally, Standard & Poor's noted that in May 2004, the class
A noteholders agreed to a forbearance of action on an event of
default.  The event had occurred on the transaction's November
2003 payment date as a result of a missed interest payment to the
class B notes.  The forbearance allowed interest payments to be
made to the class B noteholders if certain conditions were met;
prior to the forbearance, the event of default had the potential
to redirect all interest and principal to the class A notes until
they were paid down in full.
   
       Ratings Raised And Removed From Creditwatch Positive
                     J/Z CBO (Delaware) LLC
             
                   Rating
      Class   To            From            Balance (mil. $)
      A       AAA           AA-/Watch Pos              55.21
      B       BBB           B+/Watch Pos               23.97
      C       CCC+          CC/Watch Pos               26.06
     

                    Transaction Information

  Issuer:              J/Z CBO (Delaware) LLC
  Current manager:     David L. Babson & Co.
                       (Previously Jordan/Zalaznick Advisors Inc.)
  Underwriter:         Jeffries & Co Inc.
  Trustee:             Bank of New York, New York
  Transaction type:    Arbitrage CDO
    
      Portfolio Benchmarks                               Current

      S&P weighted average rating (excl. defaulted)            B
      S&P default measure (excl. defaulted) (%)             5.52
      S&P variability measure (excl. defaulted) (%)         3.59
      S&P correlation measure (excl. defaulted)             1.06
      Obligors rated 'BBB-' and above (%)                   2.50
      Obligors rated 'BB-' and above (excl. defaulted) (%) 19.66
      Obligors rated 'B-' and above (excl. defaulted) (%)  69.61
      Obligors rated 'CCC' (excl. defaulted) (%)           30.39
      Obligors carried as defaulted by trustee (%)          9.96


JP MORGAN: Fitch Affirms Low-B Ratings on $39-Mil Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms JP Morgan Chase Commercial Mortgage
Securities Corporation's commercial mortgage pass-through
certificates, series 2003-CIBC6:

     -- $185.2 million class A-1 'AAA';
     -- $653.2 million class A-2 'AAA';
     -- $31.2 million class B 'AA';
     -- $32.5 million class C 'A';
     -- $11.7 million class D 'A-';
     -- Interest-only classes X-1 and X-2 'AAA';
     -- $14.3 million class E 'BBB+';
     -- $10.4 million class F 'BBB';
     -- $13.0 million class G 'BBB-';
     -- $15.6 million class H 'BB+';
     -- $5.2 million class J 'BB';
     -- $7.8 million class K 'BB-';
     -- $5.2 million class L 'B+';
     -- $3.9 million class M 'B';
     -- $1.3 million class N 'B-';

Fitch does not rate the $18.2 million class NR.

The affirmations reflect the consistent overall loan performance
and minimal reduction of the pool collateral balance since
closing.  As of the October 2005 distribution date, the pool has
paid down 2.9%, to $1.04 billion from $1.01 billion at issuance.  
In addition, there are no specially serviced loans.

Fitch reviewed credit assessments for the Battlefield Mall loan
and the One Alliance Center loan.  The DSCR for the loans are
calculated using borrower provided net operating income less
required reserves divided by debt service payments based on the
current balance using a Fitch stressed refinance constant.  Based
on their stable performance, both loans maintain investment grade
credit assessments.

The Battlefield Mall loan is secured by a 1 million square foot
retail property located in Springfield, MO.  The year-end 2004
Fitch stressed DSCR was 1.58 times compared to 1.63x at issuance.  
Occupancy remained strong at 97%.

The One Alliance Center loan is secured by 550,000 sf of office
space located in Atlanta, Georgia.  The YE 2004 Fitch stressed
DSCR was 2.05x compared to 1.53x at issuance.  The increase is
attributed to an increase in revenues combined with a drop in
vacancy.  Occupancy increased to 100%.

Hurricane Katrina has impacted one loan secured by a retail
property located in New Orleans, Louisiana.  The status of the
property is unknown as the borrower has been unable to access the
property.  Fitch will continue to closely monitor this loan.


K.L.T.C. MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: K.L.T.C. Management, Inc.
        dba Sacred Heart Nursing Home
        60 West Street
        Geneva, Ohio 44041

Bankruptcy Case No.: 05-49324

Type of Business: The Debtor operates a nursing
                  home located in Geneva, Ohio.

Chapter 11 Petition Date: October 15, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

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

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Nursing Home Management                       $1,150,000
Community Bank of Galesburg
1380 North Henderson Street
Galesburg, IL 61401

Attorney General of Ohio                        $177,743
Collection Enforcement Division
150 East Gay Street, 21st Floor
Columbus, OH 43215

Dr. R.A. Martin                                 $124,538
7370 Little Mountain Road
Mentor, OH 44060

Bureau of Workers Compensation                   $82,700

Community Bank of Galesburg                      $52,500

Avalon Food Service, Inc.                        $26,171

SBM Management, Inc.                             $21,261

Premium Medical Staffing                         $20,676

Carur Tech                                       $16,000

Career Tech                                      $15,687

Dairyman's                                       $13,371

The Nursing Home Group                           $11,907

Joyce Petrowski                                  $10,000

Robert L. Harvey                                  $9,904

Platinum Plus for Business                        $9,688

Life Quest Medical Supply Inc.                    $7,907

Capital Bank & Trust Co.                          $7,364

NCS of Eastlake                                   $7,322

Gulf South Medical Supply                         $7,282

Health One Pharmacy                               $6,013


KMART CORP: Ct. Won't Deem Virginia Brooks' Claim as Timely Filed
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on  
October 5, 2005, pursuant to Section 503(a) of the Bankruptcy
Code, Virginia Brooks asked the U.S. Bankruptcy Court for the
Northern District of Illinois to grant her leave to file her late
administrative expense claim, or alternatively, extend the filing
deadline.

On August 18, 2002, Ms. Brooks was injured at a Kmart Store
located in Middleburg Heights, Ohio.

On March 13, 2003, Judson Hawkins, Esq., on behalf of Ms. Brooks,
commenced proceedings against Kmart in the Court of Common Pleas,
in Cuyahoga County, Ohio.

                          Kmart Objects

David E. Gordon, Esq., at Wilmer Cutler Pickering LLP, in New
York, relates that Virginia Brooks' request to file a claim
against Kmart Corporation after the Bar Date highlights the
inexperience of her counsel, Judson Hawkins, Esq., who specializes
in "personal injury" litigation.

However, Mr. Gordon points out, Mr. Hawkins' co-counsel at the
time the notices were mailed was a bankruptcy practitioner.  
Hence, Mr. Hawkins' inexperience to the bankruptcy process should
be of little consequence to the case.

Kmart, therefore, objects to Ms. Brooks' request on grounds that
she failed to prove that (i) Kmart failed to serve adequate
notice, and (ii) her failure to timely file the claim was due to
excusable neglect.

                          *     *     *

The Court rules in favor of Kmart and denies Ms. Brooks' request.

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


K-SEA TRANSPO: S&P Withdraws B+ Rating on $150MM Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' rating on   
K-Sea Transportation Partners L.P.'s proposed $150 million senior
unsecured notes due 2012.  The notes were being co-issued by K-Sea
Transportation Finance Corp., a wholly owned subsidiary of K-Sea
Transportation Partners L.P.
   
"K-Sea had originally planned to use the proceeds of the notes
offering to refinance bank debt associated with the purchase of
Sea Coast Towing Inc., but has decided to postpone the offering
because of bond market conditions," said Standard & Poor's credit
analyst Eric Ballantine.  The acquisition of Sea Coast was
completed on Oct. 18, 2005.

The ratings on K-Sea reflect its aggressive financial profile,
limited free cash flow after partnership distributions, and the
company's aggressive growth strategy.

Additionally, the company competes in the highly fragmented and
the capital-intensive shipping industry.  Partly mitigating these
concerns are the company's relatively solid market position, which
improves as a result of the Sea Coast acquisition, a significant
fixed-rate business that helps stabilize its cash flows, and a
significant number of double-hulled vessels.

Additionally, K-Sea operates under the Jones Act, which requires
cargo shipments between U.S. ports to be carried on U.S.-built
vessels registered in the U.S. and crewed by U.S. citizens.  The
Jones Act provides a barrier to entry by prohibiting direct
competition from foreign-flagged vessels.

Cash generation is expected to remain good over the near term.  An
outlook change to positive is not expected, as significant
improvement to the credit profile will be restricted by the
company's commitment to distribute a majority of its cash flow
after committed capital expenditures and drydocking costs to
unitholders under the MLP structure.  An outlook revision to
negative is also not expected, as solid demand for the company's
vessels, combined with a good percentage of fixed-rate business,
should keep cash flows relatively steady.


KAISER ALUMINUM: Bankr. Court Approves USWA Agreement Amendments
----------------------------------------------------------------
Judge Fitzgerald approved the Second Amended 1113/1114 Agreement
and the SPT Agreement between Kaiser Aluminum Corporation, its
debtor-affiliates and the United Steelworkers.

As previously reported in the Troubled Company Reporter on
September 30, 2005, Kaiser Aluminum & Chemical Corporation and the
United Steelworkers commenced discussions regarding certain
aspects of their amended agreement to modify retiree benefits and
collective bargaining agreements that needed modification.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that USW raised concerns that,
pursuant to the existing terms of the First Amended 1113/1114
Agreement, the Voluntary Employee Beneficiary Association might
have insufficient liquidity on the Debtors' emergence from
bankruptcy to pay then-existing benefits to its beneficiaries.

The principal modifications to the 1113/1114 Agreement are:

A. For up to two years after KACC's emergence from bankruptcy,
   Reorganized KAC will make available to the VEBA, if applicable
   law permits and the VEBA's liquidity falls below a certain
   threshold, cash advances aggregating to $8.5 million, in lieu
   of any Variable Cash Contribution.  Reorganized KAC will be
   entitled to reimbursement for those cash advances, with
   interest, if amounts remain outstanding for certain periods of
   time;

B. References to the USWA are replaced with the USW.  If the
   PBGC does not prevail in the PBGC Appeal, four of KACC's
   smaller pension plans -- the Kaiser Aluminum Tulsa Pension
   Plan, the Kaiser Aluminum Bellwood Pension Plan, the Kaiser
   Aluminum Los Angeles Extrusion Pension Plan and the Kaiser
   Aluminum Sherman Pension Plan -- will be terminated and
   assumed by the PBGC;

C. KACC's participation in the SPT will commence upon the Court's
   approval of the Second Amended 1113/1114 Agreement, which
   should not be later than December 10, 2005.

   KACC's participation will require it to start making
   contributions to the SPT on behalf of covered USW employees
   enrolled in the SPT.  Extending back to June 2004 and looking
   forward, KACC will start making monthly contributions to the
   SPT equivalent to $1 for each "Hour Worked" in a wage month by
   a covered USW employee.  In addition to the Hourly
   Contributions, for purposes of allowing covered USW employees
   to be eligible for certain benefits based on past services,
   KACC will also make a $1,500 one-time contribution for each:

   (a) covered USW employee enrolled in the SPT on or after June
       2004; and

   (b) former USW employee who has been reinstated prior to
       February 2006 in accordance with certain Inter-Plant Job
       Opportunity rights under applicable USW collective
       bargaining agreements.

   Under the Second Amended 1113/1114 Agreement, the exact rates
   for Hourly Contributions and Additional Contributions had not
   yet been established, even though KACC and USW had
   contemplated that the rate for Hourly Contributions would be
   capped at $1 for every hour worked and the rate for Additional
   Contributions would be capped at $2,500 for every employee;

D. To permit the exercise of KACC's right to withdraw from the
   SPT during the "free look" period provided by the SPT under
   authority granted in Section 4210(a) of the Employment
   Retirement Income Security Act of 1974, the SPT Trustees are
   required to give KACC notice of any potential modifications to
   the SPT that would interfere with KACC's ability to withdraw
   from the SPT during its "free look" period;

E. KACC and the USW reserve the right to renegotiate the rate of
   Hourly Contributions made to the SPT if KACC's Hourly
   Contributions in a quarter exceed 2% of all similar
   contributions made by all participants to the SPT in that
   quarter.  Any reduction in the Hourly Contribution rate --
   causing the rate to fall below $1 -- as a result of these
   renegotiations would be offset by additional contributions
   required to be made to the replacement defined contribution
   plan established by KACC for USW employees; and

F. Unused budgeted amounts for administrative expenses of the
   VEBA for which KACC is required to reimburse the VEBA during
   the first calendar year of its existence will carry forward
   for use in the second and third years of the VEBA's existence.

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


LAGUARDIA ASSOCIATES: Files Amended Chapter 11 Plan
---------------------------------------------------
LaGuardia Associates, L.P., and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
their First Amended Plan of Reorganization.

Under the Plan, these claims are unimpaired:

     * employee-related claims;
     * Brickman Airport Receivables Holdings LLC;
     * General partner interest; and
     * administrative claims.

Priority tax claimants can elect to:

   a) receive 75% of their allowed claim in cash on the Effective
      Date under an alternative cash option; or

   b) receive two amortized annual payments, to satisfy their
      claims in full, with annual statutory interest rate
      established pursuant to Sections 11-1114 and 11-2515 of the
      New York City Administrative Code.

Suntrust, as successor Indenture Trustee, to a Guaranty and
Security Agreement dated Sept. 1, 1998, between the Debtor and
United States Trust Company of New York, will be paid:

   i) on the Effective Date

      * a mandatory sinking fund installments of the Bonds due
        and payable on November 1, 2003 and 2005, as provided in
        the Matured Sinking Fund Installments;

      * accrued interest owed on the Bonds;

      * fees and charges for its services as Indenture Trustee;
        and

  ii) annually commencing Oct. 30, 2006:

      * all sinking fund installments due and payable on
        November 1, 2006 through 2008, as provided in the
        Unmatured Sinking Fund Installments.

Under the Plan, the Reorganized Debtor has the option to defer a
single annual Unmatured Sinking Fund Installment due November 1 of
any year between 2006 and 2012, or due November 1 of any year
between 2014 and 2027.

Additionally, Suntrust will retain its liens against the Debtor's
property -- a 5.92 acre of real property consisting of 358-room
hotel, located in East Elmhurst, Queens County, New York, New
York.

Sovereign Bank's secured claim:

   a) due on or before the Effective date, will be paid two equal
      installments, without interest, over a one year period; and

   b) due after the Effective Date, will be paid in accordance
      with the terms of the credit agreement.

Citicapital Commercial Corporation's secured claim:

   a) due on or before the Effective Date, will be paid on the
      Effective Date; and

   b) due after the Effective Date, will be paid in accordance
      with the credit agreement.

The Estate of Joseph Selig's secured claim will be paid in full
after Suntrust's claim is paid in full.

General unsecured creditors can elect:

   a) an Alternative Effective Date Cash Option -- 90% of their
      allowed claims in cash on the Effective Date; or

   b) yearly amortized payments equal to their allowed claims
      over a one year period with a 6% interest rate; first
      payment (75% of claims) will be made on the Effective Date,
      and the final payment on the first plan anniversary.

The confirmation date will constitute as the assumption of the
Holiday Inn - Crowne Plaza License Agreement between Holiday
Hospitality Franchising, Inc., and the Debtor, dated Dec. 28,
1990.  In connection with the agreement, the parties agree that:

   a) Holiday will have an allowed prepetition claim of $265,000
      which will be paid in 24 monthly installments with interest
      at the rate of 5% per annum.

   b) All postpetition amounts due under the License Agreement
      will be paid in the ordinary course.

   c) The Reorganized Debtor will fully comply with the license
      and franchise agreement on a going forward basis.

Affiliate unsecured creditors will receive, on the Effective Date,
a cash flow note which will accrue interest but provide for no
payments until the later of

   a) Sovereign Bank, Brickman Airport, and priority tax claims
      are paid in full; or

   b) payment of two Unmatured Sinking Fund Installments.

The Debtor's General Partner's and Limited Partners' interests
will remain equal to their interests as of the petition date.

Headquartered in King of Prussia, Pennsylvania, LaGuardia
Associates, L.P., owns and operates the 358-room Crowne Plaza
Hotel located at 104-04 Ditmars Boulevard in East Elmhurst, New
York.  The Company and its debtor-affiliate filed for chapter 11
protection on October 29, 2004 (Bankr. E.D. Pa. Case No.
04-34514).  Martin J. Weis, Esq., at Dilworth Paxon LLP represent
the Debtors in their restructuring.  When the Company filed
for protection from its creditors, it estimated assets and
liabilities of $10 to $50 million.


LENOX HILL: Losses Cue Fitch to Lower $145MM Revenue Bond Rating
----------------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' the rating on
approximately $145.6 million of outstanding Dormitory Authority of
the State of New York revenue bonds -- Lenox Hill Hospital
Obligated Group, series 2001.  In addition, the bonds have been
placed on Rating Watch Negative.

The rating downgrade is due to Lenox Hill Hospital's larger than
expected operating losses since Fitch's last rating review on July
31, 2005 and materially weakened liquidity measures.  Lenox Hill
posted a $31.1 million loss, or negative 8.0% operating margin,
excluding investment income and contributions included in other
revenue, through the eight months ended Aug. 31, 2005.

At the time of Fitch's last review, Lenox Hill had posted an
operating loss of $6.9 million through the five months ended May
31, 2005.  Management now projects a loss of approximately $37.8
million from operations compared to the originally projected loss
of $20 million for the year ending Dec. 31, 2005.  The larger than
expected operating loss was primarily related to lower than
expected case-mix intensity, lack of revenue realization from
revenue cycle initiatives, increased supply costs, prior-year
adjustments, and other non-planned revenue/expense variances.

As of Aug. 31, 2005, Lenox Hill had a maximum annual debt service
coverage of negative 0.1 times and would not be in compliance with
the bond covenant requirement of 1.25x.  At this time, management
is uncertain whether Lenox Hill will be in compliance with the
rate covenant at year-end.  However, the realized gains from the
liquidation of its current hedge fund investments of approximately
$50 million could help Lenox Hill meet the requirement.

Liquidity indicators have continued to deteriorate due to Lenox
Hill's large operating losses.  Unrestricted cash and investments
have declined to $77.3 million at Aug. 31, 2005 from $91.4 million
at fiscal year-end 2004.

Lenox Hill currently has two outstanding lines of credit with a
total of $20.5 million drawn on.  Factoring the short-term nature
of the outstanding lines of credit, days cash on hand and cash-to-
debt ratios would be very weak at 35.4 days and 39.0%,
respectively, at Aug. 31, 2005.  As per the bond documents, there
is a liquidity covenant of at least 50 days cash on hand; however,
management is uncertain at this time whether it will meet the
requirement for the year ending Dec. 31, 2005.

In order to improve liquidity over the short term, management is
currently working with its lenders to draw on an additional $19
million line of credit with the intention of converting it into a
15-year mortgage loan.  In addition, management is expected to
sell certain unencumbered property holdings in 2006 that are
potentially worth $60-$75 million.

The Rating Watch Negative reflects uncertainty over Lenox Hill's
ability to meet its financial covenants and Fitch's concern over
other material changes in financial performance before the end of
the year.  In addition, management faces significant challenges in
returning the system to profitability over the short term.

Fitch will continue to closely monitor the financial performance
of Lenox Hill, as well as the progress of management's strategic
initiatives.  Fitch expects to comment on the rating once fourth-
quarter fiscal 2005 financial results are available.

Offsetting the current credit concerns are Lenox Hill's strong
clinical reputation and market share in key clinical specialties
and management's initiatives to return the system to
profitability.  Lenox Hill maintains a leading market share in
cardiovascular and orthopedic services, areas in which volume has
increased.

In addition, MEETH -- Lenox Hills' subsidiary, Manhattan Eye, Ear,
and Throat Hospital -- currently holds a leading market share in
plastic surgery, ear, nose and throat services, and ophthalmology.  
Several initiatives are currently under way to return LHH to
profitability, including managed care contract renegotiations,
full-time equivalents reductions, physician recruitment in key
areas, and supply chain and revenue cycle improvements.

Lastly, Fitch views as positive management's initiatives to keep
investors up to date on the financial condition of Lenox Hill
going forward through the posting of monthly financial statements
on DAC -- see http://www.dacbond.com/-- and holding quarterly  
investor calls.

Located in New York City, Lenox Hill operates 682 beds including
MEETH on two campuses.  The consolidated system, including MEETH,
had total revenue of $557.7 million in 2004.  Lenox Hill covenants
to provide only annual audited information to bondholders but
voluntarily provides disclosure to bondholders through the
nationally recognized municipal securities information
repositories.


LEVITZ HOME: Gets Court Okay to Restrain Utility Companies
----------------------------------------------------------          
Levitz Home Furnishings, Inc., and its debtor-affiliates are one
of the nation's largest specialty furniture retailers, operating
approximately 100 showrooms throughout the United States.  

In the normal conduct of their business operations, the Debtors
obtain electric, natural gas, heat, water, telecommunications,
sewer, and other services of the same general type or nature
provided by approximately 500 utility companies.

Richard H. Engman, Esq., at Jones Day, in New York, notes that
uninterrupted utility services are essential to the Debtors'
ongoing operations and therefore, to the success of their
reorganization.

If the Utility Companies refuse or discontinue service, even for
a brief period, the Debtors could not maintain these showrooms
and business operations would be severely disrupted, Mr. Engman
points out.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) prohibit utilities from altering, refusing, or
       discontinuing services on account of prepetition invoices;
  
   (b) determine that the Utility Companies have received
       adequate assurance of payment for future utility services;
       and

   (b) establish procedures for determining requests for
       additional adequate assurance.

Pursuant to Section 366 of the Bankruptcy Code, a utility may not
alter, refuse, or discontinue service to, or discriminate
against, a debtor solely on the basis of a bankruptcy filing or
the non-payment of a prepetition debt.  That utility may alter,
refuse, or discontinue service within 20 days after the Petition
Date, if the debtor does not furnish adequate assurance of
payment for postpetition services.

Mr. Engman tells the Court that the Debtors' history of
consistent and regular payment to the Utility Companies, coupled
with their demonstrated ability to pay future utility bills from
ongoing operations and postpetition financing, constitute
adequate assurance of payment for future utility services.

The Utility Companies collectively hold approximately
$1,200,000 in security deposits, which provide additional
protection for the Utility Companies, Mr. Engman continues.

The Debtors believe that the Utility Companies have adequate
assurance of the future payment.  Nevertheless, the Debtors
propose to protect the Utility Companies further by providing a
mechanism for the Utility Companies to request additional
assurance of future payment from the Debtors:

    a. On or before October 17, 2005, the Debtors will mail a
       copy of the order approving the Motion to the Utility
       Companies.

    b. A Utility Company that wishes to seek additional assurance
       of future payment from the Debtors must make a written
       request for the additional assurance, and serve the
       Request so that it is received within 30 days after
       service of the Utility Order to:

        (1) the Debtors,
        (2) counsel to the Debtors, and
        (3) counsel to General Electric Capital Corporation,
            as agent to the DIP Lenders.

    c. Any request for additional adequate assurance must set
       forth:

        (1) the type of utility services that are provided;

        (2) the location for which the relevant utility services
            are provided;

        (3) a billing and payment history for the most recent six
            months of utility services;

        (4) a list of any deposits or other security currently  
            held by the Utility Company on account of the
            Debtors; and

        (5) a description of any prior, material payment
            delinquency or irregularity by the Debtors.

    d. Without further Court order, the Debtors may enter into
       agreements granting to the Utility Companies that have
       submitted Requests any additional assurance of future
       payment that the Debtors, in their sole discretion,
       determine is reasonable.

    e. If a Utility Company timely requests additional assurance
       of future payment that the Debtors believe is
       unreasonable, then, upon the request of the Utility
       Company and after good faith negotiations by the parties,
       the Debtors will:

        (1) file a motion seeking a determination of adequate
            assurance of future payment with respect to the
            requesting Utility Company; and

        (2) schedule the Determination Motion to be heard by the
            Court at the next regularly scheduled omnibus hearing
            in these cases that is at least 20 days after the
            filing of the Determination Motion.  

       Except as otherwise agreed in writing by the Debtors and
       the Utility Company, the request to file a Determination
       Motion must be received by the Debtors, their counsel,
       and GE Capital no later than 60 days after service of the
       Utility Order.  The Debtors will not be required to
       file a Determination Motion with respect to the Utility
       Company earlier than 90 days after the service of the
       Utility Order.

    f. Any Utility Company that does not timely request
       additional assurance automatically will be deemed to have
       adequate assurance of payment for future utility services
       under Section 366.

    g. Any Utility Company requesting additional assurance will
       be deemed to have adequate assurance of payment for future
       utility services under Section 366 without the need
       for payment of additional deposits or other security
       unless and until the Court enters an order determining
       otherwise in connection with the Determination Motion or
       the Determination Hearing.

    h. Any deposit provided by the Debtors to a Utility Company
       in accordance with the Determination Procedures as
       additional assurance of future payment will, to the extent
       not used by the Utility Company to satisfy a postpetition
       default, be returned to the Debtors within 30 days after
       the effective date of a plan or plans of reorganization in
       the Debtors' Chapter 11 cases without further Court order.

A list of the Utility Companies identified by the Debtors is
available at no charge at:

      http://bankrupt.com/misc/013_list_utilities.pdf

The Debtors may identify additional Utility Companies.  The
Additional Utility Companies will be afforded 30 days from the
date of service of the Utility Order on them to request
additional assurance, if any, from the Debtors.

                          *     *     *

The Court grants the Debtors' request in its entirety.

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


LIN TV: Earns $3.8 of Net Income in Third Quarter 2005
------------------------------------------------------
LIN TV Corp. (NYSE: TVL), the parent of LIN Television
Corporation, reported financial results for the quarter
ended Sept. 30, 2005.

Net income for the third quarter of 2005 was $3.8 million,
compared to $14.8 million in the third quarter of 2004.

Net revenues for the third quarter of 2005 were $90.8 million
compared to net revenues of $91.0 million in the third quarter
of 2004.  Operating income for the third quarter of 2005 was
$18.5 million compared to $22.9 million for the third quarter
of 2004.

Net revenues for the nine months ended Sept. 30, 2005, increased
to $267.7 million, compared to net revenues of $267.2 million in
the same period in 2004.  Operating income for the nine months
ended Sept. 30, 2005, was $51 million compared to $66.6 million
for the same period in 2004.

Net income for the nine months ended September 30, 2005 was
$3.6 million, compared to net income of $30.8 million for the
same period in 2004.  Net income for the first nine months
of 2005 includes a $13.4 million pre-tax loss on extinguishment
of debt and a decrease of $10.2 million in the gain on our
derivative instruments.  

"We were pleased to have been able to replace third quarter 2004
political and Olympic revenue with revenue from the UPN stations
in Indianapolis and Columbus as well as from our initiatives and
core operations," Gary Chapman, LIN TV's Chairman, President and
Chief Executive Officer, said.

LIN TV Corp. -- http://lintv.com/-- headquartered in Providence,  
Rhode Island, pro forma for the acquisition owns and operates 30
television stations in 14 markets.   In addition, the company also
owns approximately 20% of KXAS-TV in Dallas, Texas and KNSD-TV in
San Diego, California through a joint venture with NBC.  LIN TV is
a 50% investor in Banks Broadcasting, Inc., which owns KWCV-TV in
Wichita, Kansas and KNIN-TV in Boise, Idaho.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services lowered its ratings on LIN TV
Corp., including lowering its long-term corporate credit rating to
'B+' from 'BB-'.  S&P said the outlook is stable.  

On Aug. 23, 2005, Moody's Investors Service placed the ratings of
LIN TV Corp., including the Ba2 corporate family rating, on review
for possible downgrade following the company's announcement that
it has entered into a definitive agreement to acquire five
television station from Emmis Communications Corp. for
$260 million with cash.


MAZUR & MYER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mazur and Myer, Inc.
        aka The Furniture Store
        aka The Weekend Furniture Store
        c/o Scott Myer
        44348 St. Andrews Street
        Chantilly, Virginia 20152

Bankruptcy Case No.: 05-15613

Type of Business: The Debtor sells and repairs furniture.
                  See http://www.thefurniturestore.com/

Chapter 11 Petition Date: October 15, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: James M. Towarnicky, Esq.
                  James M. Towarnicky, P.L.L.C.
                  3977 Chain Bridge Road, Suite 1
                  Fairfax, Virginia 22030
                  Tel: (703) 352-0022
                  Fax: (703) 352-1516

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Palliser                                        $152,789
40 Furniture Park
Winnipeg, MN

Thornwood                                       $113,100
5125 East Madison Street
Phoenix, AZ 85034

Prologic Limited Partnership                    $107,999
5200 Eisenhower Avenue, Suite 200
Alexandria, VA 22304

Wynwood                                          $95,000

Rowe Furniture                                   $82,687

PS Business Parks                                $80,137

Hickory Hill                                     $58,500

Washington Real Estate Inv. Trust                $52,238

M&M PWP, LLC                                     $33,321

Maple Avenue Investors                           $26,231

Legacy Classics                                  $25,854

Cramco                                           $24,700

Sealy                                            $22,412

Lane                                             $20,746

Defehr                                           $19,696

Riley Holiday                                    $14,687

Pulaski                                          $13,660

Liester                                          $13,307

Vaughan                                          $13,156

Ligo                                             $10,751


MEDCO HEALTH: Earns $156.7 Million of Net Income in Third Quarter
-----------------------------------------------------------------
Medco Health Solutions, Inc. (NYSE: MHS) reported $156.7 million
in net income for the third quarter of 2005, a 32.7 percent
increase over the $118.1 million in the third quarter of 2004.

Net income for the third quarter includes the positive effect of a
non-recurring income tax benefit of $25.7 million, partially
offset by $4.4 million in Medicare-related expenses.  

The company continued to generate strong cash flows from
operations, totaling more than $900 million for the nine months
ending Sept. 24, 2005, an increase of nearly $400 million from
$509.8 million for the same period in 2004.

"We are growing our revenue base, having won over $3 billion in
new clients based on annualized 2005 net revenues, and we have
already won an additional $1.4 billion in annualized new business
for 2006," David B. Snow Jr., Medco chairman, president and CEO,
said.  "We have created significant momentum for both sales and
earnings growth this year, and we are carrying this momentum into
2006 through the additions to our top line, synergies from our
acquisition of Accredo, margin expansion from our new Medicare
offerings and opportunities created by a number of new generics
expected to be introduced in the second half of the year."

During the third quarter, Medco reported net revenues of $9.3
billion, an increase of 7.2 percent compared to $8.7 billion in
the third quarter of 2004.  These revenues include approximately
$150 million of Accredo net revenues, which represented the last
five weeks of the quarter.

Medco Health Solutions, Inc. -- http://www.medco.com/-- is a  
leader in managing prescription drug benefit programs that are
designed to drive down the cost of pharmacy healthcare for private
and public employers, health plans, labor unions and government
agencies of all sizes.  With its technologically advanced     
mail-order pharmacies and its award-winning Internet pharmacy,
Medco has been recognized for setting new industry benchmarks for
pharmacy dispensing quality.  Medco serves the needs of patients
with complex conditions requiring sophisticated treatment through
its specialty pharmacy operation, which became the nation's
largest with the 2005 acquisition of Accredo Health.  Medco, the
highest-ranked prescription drug benefit manager on Fortune
magazine's list of "America's Most Admired Companies," is a
Fortune 50 company with 2004 revenues of $35 billion.  
                
                       *      *      *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Moody's Investors Service changed the rating outlook of Medco
Health Solutions Inc. to positive from stable.  The rating agency
also affirmed Medco's existing ratings.

Ratings of Medco Health Solutions Inc. affirmed:

   * Ba1 corporate family rating

   * Ba1 senior unsecured 7.25% Notes of $500 million, due 2013

   * Ba1 senior unsecured revolving credit facility of
     $500 million, due 2010

   * Ba1 senior unsecured term loan of $750 million, due 2010.


MESABA AVIATION: Northwest Paid $10.5 Mil. for Oct. 1-15 Services
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, MAIR Holdings, Inc., Mesaba Aviation Inc.'s parent
company, disclosed that on Oct. 26, 2005, Northwest Airlines,
Inc., made a $10,500,000 semi-monthly payment to Mesaba for
services provided by Mesaba from October 1 through October 15,
2005.  

Ruth M. Timm, MAIR vice president and general counsel, explains
that Northwest's payment represents a reduction of approximately
$6 million from the total amount due, reflecting prepetition
amounts related to Mesaba's bankruptcy.

For the quarter ended September 30, 2005, Mesaba will record a
reserve of around $31,900,000, reflecting the net receivable owed
to Mesaba by Northwest for services provided by Mesaba through
September 14, 2005, Ms. Timm also relates.

Despite recording the reserve, Ms. Timm says Mesaba intends to
continue evaluating its legal rights and potential remedies with
respect to the payment reductions by Northwest in connection with
Northwest's and Mesaba's bankruptcy cases.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Wants Briggs & Morgan as Special Counsel
---------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, seeks
the U.S. Bankruptcy Court for the District of Minnesota's
permission to employ Briggs and Morgan P.A., as special counsel to
represent and advise the Debtor on employment and labor law
matters, corporate law and related litigation.

Briggs & Morgan, with offices in both Minneapolis and St. Paul,
Minnesota, is a business law and trial law firm with more than 160
attorneys representing organizations and individuals in civil law
matters.

For over 12 years, the Debtor has employed Briggs & Morgan for
employment and business litigation matters.  Thus, the firm has
had extensive knowledge of the Debtor's business, personnel,
operations, litigation and legal issue history, pending matters
and potential legal issues.

The Debtor does not believe that the retention of Briggs & Morgan
will be duplicative of services being provided by other firms in
the Debtor' Chapter 11 case.

The Debtor will pay Briggs & Morgan based on the hourly rates of
the attorneys representing the Debtor, plus reimbursement of
actual, necessary expenses.  The current hourly rates of attorneys
expected to provide services to the Debtor are:

      Attorney                             Hourly Rate
      --------                             -----------
      Richard D. Anderson, Esq.                $350
      Stephen A. Brunn, Esq.                   $190
      Christopher C. Cleveland, Esq.           $350
      Ira Friedrich, Esq.                      $325
      Michael D. Gordon, Esq.                  $190
      Ann R. Huntrods, Esq.                    $350
      Jane L. Marrone, Esq.                    $250
      Michael T. Miller, Esq.                  $350
      Tamika R. Nordstrom, Esq.                $250
      Gregory J. Stenmoe, Esq.                 $350
      Timothy R. Thornton, Esq.                $450
      Steven W. Wilson, Esq.                   $335
      Nancy J. Wolf, Esq.                      $240

Christopher C. Cleveland, Esq., a shareholder of Briggs & Morgan,
tells the Court that the firm may have performed services in the
past, and may perform services in the future, in matters unrelated
to the Debtor's Chapter 11 case, for persons that are parties-in-
interest in the case.  

As part of its customary practice, Mr. Cleveland says Briggs &
Morgan is retained in cases, proceedings and transactions
involving many different parties, some of whom may represent or be
claimants, employees of the Debtor, or other parties-in-interest
in the Debtor's Chapter 11 case.  Those parties, Mr. Cleveland
discloses, include:

   -- MAIR Holdings, Inc., the Debtor's sole shareholder; and

   -- Northwest Airlines Corporation and certain of its
      subsidiaries.

Mr. Cleveland assures the Court that Briggs & Morgan does not
perform services for any of those persons in connection with the
Debtor's Chapter 11 case, and does not have any relationship with
them, their attorneys or accountants that would be adverse to the
Debtor or its estate.

The Debtor owes the firm $39,719 for prepetition services.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Wants to Reject Kenton County Ground Lease
-----------------------------------------------------------
Mesaba Aviation Inc., doing business as Mesaba Airlines, seeks the
U.S. Bankruptcy Court for the District of Minnesota's authority to
reject, effective November 1, 2005, a ground lease with the Kenton
County Airport Board pursuant to Section 365 of the Bankruptcy
Code.

In the ordinary course of its business, Mesaba leases or owns
hangar and maintenance facilities for servicing and maintaining
its fleet of aircraft and related equipment.  As part of its
reorganization, the Debtor's management is assessing the necessity
and long-term viability of each of its hangar, maintenance
facilities.

The Kenton Ground Lease relates to a hangar facility at the
Cincinnati/Northern Kentucky International Airport.  Will R.
Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A., in
Minneapolis, Minnesota, says the Debtor has historically
underutilized this location.  Northwest Airlines Corporation has
also reduced the flight schedule of the aircraft currently
maintained at the Ground Lease location.  The reduction in
flights, Mr. Tansey asserts, essentially negates the Debtor's need
for the Ground Lease location.  

Although the Debtor no longer utilizes the Ground Lease location,
costs associated with the Ground Lease continue to accrue.  As a
result, the Ground Lease has become a burden to the Debtor's
estate.

On October 31, 2005, the Debtor vacated the location and turned
all keys over to the Kenton County Airport Board.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METABOLIFE INT'L: Akin Gump Approved as Spec'l Litigation Counsel
-----------------------------------------------------------------
Metabolife International, Inc., and Alpine Health Products, LLC,
sought and obtained permission from the U.S. Bankruptcy Court for
the Southern District of California to employ Akin Gump Strauss
Hauer & Feld LLP as their special litigation counsel.

The Debtors relate that Akin Gump has represented them, prior to
the bankruptcy filing, in criminal investigations and in FDA/Tax
matters.  The firm has extensive knowledge and experience in the
field of white-collar criminal defense.

Akin Gump's professionals will represent the Debtors in their
negotiation with the IRS in settling a $93 million unstated income
dispute.

Stephen A. Mansfield, Esq., a member at Akin Gump, is the lead
litigation attorney for the Debtor.  

Mr. Mansfield's specialization is in defending dietary supplement
companies faced with state and federal government investigations.  
He was a federal prosecutor for 11 years, a white-collar defense
lawyer for 10 years and is currently the head of Akin Gump's
white-collar defense practice group in California.  

Mr. Mansfield discloses that his firm received an $85,000 retainer
from Metabolife.  The current hourly billing rates of Akin Gump's
professionals who will represent the Debtors are:

         Attorney                   Rate
         ------------               ----
         Stephen A. Mansfield       $535
         David R. Fields            $450
         Robert B. Humphreys        $415
         
To the best of the Debtors' knowledge, Akin Gump is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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.


METABOLIFE INT'L: Wants More Time to File & Solicit Plan Votes
--------------------------------------------------------------
Metabolife International, Inc., and Alpine Health Products, LLC,
ask the U.S. Bankruptcy Court for the Southern District of
California for more time to file and solicit acceptances of a
chapter 11 plan.  The Debtors want until Dec. 21, 2005, to file a
plan and until Feb. 21, 2006, to solicit acceptances of that plan.  
In the alternative, the Debtors want the exclusive periods
extended without further court order by the exact number of days
that the Litigation Stay is extended.

Metabolife is a defendant in more than 200 personal injury cases
in the U.S. District Court for the Southern District of New York.  
The Debtors obtained a stay, subject to further extensions, of
that litigation until Dec. 6, 2005.  The stay was granted to
enable the Debtors to concentrate their efforts on negotiating a
global, consensual process for liquidating all ephedra claims.

The Debtors say that the extensions of their exclusive periods are
warranted to resolve the significant number of contingent,
disputed, and unliquidated claims resulting from the Ephedra
Actions and those additional parties that may file proofs of claim
and the process by which those claims will be liquidated.

Furthermore, the Debtors are currently looking for a prospective
purchaser of their assets after IdeaSphere, Inc., backed-out of
the asset purchase agreement.  The result of the sale process will
be crucial to the plan, the Debtors say.

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.


MILLBROOK PRESS: No Assets & No Revenues After Plan Implemented
---------------------------------------------------------------
The Millbrook Press, Inc., nka MPLC, Inc., delivered its annual
report on Form 10-KSB for the year ending July 31, 2005, to the
Securities and Exchange Commission on October 31, 2005.  

The Company's balance sheet reflects the effect of its Plan of
Reorganization, which called for the Company to sell its assets
and raise cash to pay liabilities and distribute any remainder to
shareholders, along with the implementation of fresh-start
accounting.

The Company reported a $94,470 net loss for the year ending
July 31, 2005.  The Company did not have a stream of revenues
after selling off its assets.  At July 31, 2005, the Company no
longer has any assets to its name.  Its debts are comprised of
operating payables amounting to $94,470.  The company's equity
deficit, then, amounts to $94,470 at July 31, 2005.

Carlin, Charron & Rosen, LLP, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to:

   * the Company's bankruptcy;
   * the discontinuance of its historical lines of business; and
   * the absence of principal operations or revenue.

Carlin Charron said the Company's ability to continue as a going
concern is contingent upon completion of the bankruptcy
proceedings and then merging with another entity or acquiring
revenue producing activities.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2b5

MPLC, Inc., f/k/a The Millbrook Press, Inc., is a shell company
that intends to seek to acquire assets or shares of an entity
engaged in a business that generates, or has the potential of
generating revenues, in exchange for securities of the Company.

The Company filed for chapter 11 protection on Feb. 6, 2004
(Bankr. Conn. Case No. 04-50145).  Jed Horwitt, Esq., at Zeisler
and Zeisler represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $8,000,000 in total assets and $9,000,000 in total debts.

The Company's controlling shareholder and sole officer is Isaac
Kier, who has been involved with other public shell companies
seeking to take private companies public through reverse merger
transactions.


MILLER HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Miller Homes, LLC
        aka DRA Development, LLC
        1735 Tilton Road
        Northfield, New Jersey 08225

Bankruptcy Case No.: 05-60213

Type of Business: The Debtor.

Chapter 11 Petition Date: November 2, 2005

Court: District of New Jersey (Camden)

Debtor's Counsel: Edward L. Paul, Esq.
                  Edward L. Paul & Associates, P.C.
                  1018 Laurel Oak Road, Suite 4
                  Voorhees, New Jersey 08043
                  Tel: (856) 435-6565
                  Fax: (856) 435-7064

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.


MMRENTALSPRO LLC: Richard Kennedy Withdraws as Debtor's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, allowed Richard C. Kennedy, Esq., at Kennedy,
Koontz & Farinash, to withdraw as MMRentalsPro, LLC's bankruptcy
counsel on Oct. 31, 2005.

In a motion filed on Oct. 19, 2005, Mr. Kennedy informed the
Bankruptcy Court that cause exists for Kennedy, Koontz & Farinash
to withdraw as the Debtor's counsel.  Mr. Kennedy added that
grounds exist under Tennessee Supreme Court Rule 8, RPC 1.16, to
authorize the withdrawal.  He elaborated on those reasons at an in
camera hearing held on Oct. 27, 2005.

The Debtor has agreed to seek new counsel and has interviewed
potential replacements for Kennedy, Koontz & Farinash.

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.


MORGAN STANLEY: Fitch Affirms BB+ Rating on $24.4-Mil Cert. Class
-----------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1998-WF1:

     -- $463.2 million class A-2 at 'AAA';
     -- Interest only class X-1 at 'AAA';
     -- $69.6 million class B at 'AAA';
     -- $69.6 million class C at 'AAA';
     -- $69.6 million class D at 'A';
     -- $31.3 million class E at 'BBB';
     -- $24.4 million class F at 'BB+'.

Fitch does not rate these classes: $38.3 million class G; $10.4
million class H; $27.8 million class J; $10.4 million class K and
$17.4 million class L.  Class A-1 and interest-only class X-2 have
been paid in full.

The affirmation reflects 8.3% pay down since Fitch's last rating
action and deterioration in transaction performance.  Fitch has
designated 38 loans as loans of concern.  Of these 38 loans, 32
exhibit a year-end 2004 debt service coverage ratio of under 1.00
times.  Twenty-five loans were designated Fitch loans of concern
at Fitch's last rating action.  As of the October 2005
distribution date, the pool's aggregate collateral balance has
been reduced 40.2%, to $832.1 million from $1.392 billion at
issuance.

Two of the top 10 loans in the pool are secured by under
performing hotel properties; however, both loans are current. The
largest loan in the pool is a hotel property in Scottsdale,
Arizona.  The loan's performance continues to be affected by
increased competition and low occupancy.  The other hotel property
is also performing below expectations due to low occupancy arising
from increased competition from upscale hotels in the Boston
downtown area.

Three assets are currently in special servicing.  The largest
specially serviced asset is a multifamily property in Webster,
Texas and is real estate owned.  The special servicer is a
renovating unit at the property in preparation for leasing.

The second largest specially serviced asset is a hotel in Natchez,
MS that became REO in June 2005.  This hotel is located in the
Hurricane Katrina disaster zone but suffered minimal damage.  The
hotel is presently filled beyond capacity with evacuees from
Louisiana and Mississippi.  The special servicer is monitoring the
situation while concurrently stabilizing the property.

Fitch has identified four additional loans that have been affected
by Hurricane Katrina.  While one loan has sustained minimal
damage, three loans have been significantly impacted by Katrina.
The loans remain current and property repairs are ongoing.  Fitch
does not project any losses on these loans; however, Fitch will
continue to monitor these loans.  All five loans possess wind,
flood and business interruption insurance.


MORGAN STANLEY: Fitch Lifts BB Rating on Class D Notes
------------------------------------------------------
Fitch Ratings upgrades three classes of Morgan Stanley Auto Loan
Trust 2004-HB1 transactions:

     -- Class B notes to 'AA' from 'A+';
     -- Class C notes to 'A' from 'BBB';
     -- Class D notes to 'BBB' from 'BB'.

The rating upgrades are a result of increased available credit
enhancement in excess of stressed remaining losses and the
attainment of all class CE targets.  Current principal allocation
and expected future cashflows are also contributing factors.

The collateral continues to perform within Fitch's base case
expectations.  Currently, under the CE structure, the securities
can withstand stress scenarios consistent with the upgraded rating
categories and still make full payments of interest and principal
in accordance with the terms of the documents.

As before, the ratings on the notes are based on their respective
levels of credit.  All ratings reflect the transaction's sound
legal structure and the high quality of the retail auto
receivables originated and serviced by The Huntington National
Bank.  The trust will also issue class D notes that are not being
publicly offered.  The securities are backed by a pool of prime
retail installment sales contracts secured by new and used
automobiles and light duty trucks from a diverse pool of
manufacturers originated by Huntington.


NAVISITE INC: Recurring Losses Prompt Going Concern Doubt
---------------------------------------------------------
KPMG LLP expressed substantial doubt about NaviSite, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditing firm points to the Company's recurring losses
from operations since inception and accumulated deficit.  KPMG
LLP's audit reports regarding the Company's financial statements
for the fiscal years ended July 31, 2004, 2003, and 2002 also
included a going concern qualification.

For the fiscal year ended July 31, 2005, the Company reported a
net loss of $16,084,000 compared with a net loss of $21,354,000
for the fiscal year ended July 31, 2004.

As of July 31, 2005, the Company's principal sources of liquidity
included cash and cash equivalents and its financing agreement
with Silicon Valley Bank.  The Company had a working capital
deficit of $77.6 million, including cash and cash equivalents of
$6.8 million at July 31, 2005, as compared to a working capital
deficit of $36.7 million, including cash and cash equivalents of
$3.2 million, at July 31, 2004.

The total net change in cash and cash equivalents for the fiscal
year ended July 31, 2005 was an increase of $3.6 million.  The
Company's primary sources of cash during fiscal year 2005 were:

    * $6.6 million from operating activities,

    * $3.5 million in proceeds from the MBS transaction,

    * $400,000 in proceeds from the sale of equipment,

    * a $600,000 decrease in restricted cash,

    * $100,000 in proceeds associated with the exercise of stock
      options under the employee stock option plans, and

    * $1 million in proceeds from notes payable.

Net cash provided by operating activities of $6.6 million during
the fiscal year ended July 31, 2005, resulted primarily from $3.9
million of net changes in operating assets and liabilities and
non-cash charges of $18.8 million, partially offset by the funding
of the Company's $16.1 million net loss.  The primary uses of cash
during fiscal year 2005 included $4.8 million of cash used for
purchases of property and equipment and $3.8 million in repayments
on notes payable and capital lease obligations.

At July 31, 2005, the Company had an accumulated deficit of $455.9
million, and reported losses from operations since incorporation.  
At July 31, 2004, the Company had an accumulated deficit of $439.9
million.

              Silicon Valley Financing Arrangements

The Company's accounts receivable financing line with Silicon
Valley Bank allows for maximum borrowing of $20.4 million and
expires on April 29, 2006.  On July 31, 2005, the Company had an
outstanding balance under the amended agreement of $20.4 million.
Borrowings are based on monthly recurring revenue.  

The interest rate under the amended agreement is variable and is
currently calculated at the bank's published "prime rate" plus
4.0%.  The financing agreement also contains certain affirmative
and negative covenants and is secured by substantially all of the
Company's assets, tangible and intangible.  Following the
completion of certain equity or debt financings, and provided the
Company continues to meet certain ratios, the interest rate shall
be reduced to the bank's prime rate plus 1.0%.  In no event,
however, will the bank's prime rate be less than 4.25%.  The
accounts receivable financing line at July 31, 2005 and July 31,
2004 is reported net of the remaining value ascribed to the
related warrants of $100,000 and $200,000, respectively.

             Note Payable to Atlantic Investors

On Jan. 29, 2003, the Company entered into a $10 million Loan and
Security Agreement with Atlantic Investors, LLC, a related party.
The Atlantic Loan bears an interest rate of 8% per annum.  
Interest is payable upon demand or, at Atlantic's option, interest
may be added to the outstanding balance under the Atlantic Loan.
Atlantic may make demand for payment of amounts in excess of the
minimum Atlantic Loan amount of $2.0 million, with 60 days notice.
Atlantic can demand payment of the Minimum Loan Amount with 90
days notice.  Under the Atlantic Loan agreement, the Company can
require Atlantic to loan the Company:

    (1) up to $2.0 million to repay an amount due from ClearBlue
        Technologies Management to Unicorn Worldwide Holdings
        Limited, a party related to  NaviSite and Atlantic;

    (2) $1.0 million for costs associated with our acquisition of
        Avasta; and

    (3) up to $500,000 for the post-acquisition working capital
        needs of Avasta.

Atlantic, at its sole and absolute discretion, may advance other
amounts to the Company such that the aggregate amount borrowed by
the Company does not exceed the maximum loan amount, defined as
the lesser of $10.0 million or 65% of our consolidated accounts
receivables.  On May 30, 2003, the Company repaid $2.0 million of
the approximate $3.0 million outstanding under the Atlantic Loan
and on June 11, 2003, the Company borrowed $2.0 million under the
Atlantic Loan.  At July 31, 2005, the Company had $3.0 million
outstanding under the Atlantic Loan.  The Atlantic Loan is secured
by all of the Company's receivables and is subordinated to the
borrowings from Silicon Valley Bank.  At July 31, 2005, the
Company had approximately $600,000 in accrued interest related to
the note.

                      Atlantic Loan Amendment

On January 16, 2004, the Atlantic Loan was amended to extend any
and all Credit Advances under the Atlantic Loan made prior to, or
following, January 16, 2004, to be due on or before the earlier
of:

    (i) August 1, 2004 or

   (ii) five business days following the closing of a financing
        transaction or disposition pursuant to which the Borrower
        receives gross proceeds of $13.0 million.

Since January 16, 2004, the parties have agreed on several
occasions to extend the maturity date of the Atlantic Loan, most
recently on July 26, 2005, when the Atlantic Loan was amended to
extend any and all Credit Advances under the Atlantic Loan made
prior to, or following, July 26, 2005, to become due on the
earlier of:

    (i) February 1, 2006 or

   (ii) five business days following the closing of a financing
        transaction or disposition pursuant to which the Borrower
        receives net proceeds of $13.0 million after first
        satisfying the mandatory prepayment obligation under those  
        certain Notes due to Waythere, Inc.

             Note Payable to the AppliedTheory Estate

      As part of ClearBlue Tech's acquisition of certain
AppliedTheory assets, ClearBlue Tech entered into two unsecured
promissory notes totaling $6.0 million due to the AppliedTheory
Estate on June 13, 2006.  The Estate Liability bears interest at
8% per annum, which is due and payable annually.  At July 31,
2005, the Company had approximately $600,000 in accrued interest
related to this note.

        Notes Payable to Waythere Inc. (formerly Surbridge)

On June 10, 2004, in connection with the Company's acquisition of
the Surebridge business, the Company issued two convertible
promissory notes in the aggregate principal amount of
approximately $39.3 million.  Upon final resolution of the net
worth calculation, the Company entered into an agreement, on
Oct. 19, 2005, with Waythere, Inc. reducing the outstanding
principal balance on the outstanding notes by approximately $3.1
million.   Interest shall accrue on the unpaid balance of the
notes at the annual rate of 10%, provided that if an event of
default shall occur and be continuing, the interest rate shall be
15%.

Notwithstanding the foregoing, no interest shall accrue or be
payable on any principal amounts repaid on or prior to the nine-
month anniversary of the issuance date of the notes. The Company
must repay the outstanding principal of the notes with all
interest accrued thereon, no later than June 10, 2006.  Pursuant
to the terms of the acquisition agreement, $800,000 of the primary
note is callable at anytime for a period of one year from June 10,
2004, the date of closing.  During the first quarter of fiscal
year 2005, the noteholder requested payment of $800,000 million
and the Company paid this amount during the second quarter of
fiscal year 2005.

In addition, if the Company realizes net proceeds in excess of $1
million from certain equity or debt financings or sales of assets,
the Company is obligated to make payments on the notes equal to
75% of the net proceeds.

                      Default Conditions

It shall be deemed an event of default under the notes if:

    * the Company fails to pay when due, any amounts under the
      notes,

    * the Company fails to pay when due, or experience an event of
      default with respect to any debts having an outstanding
      principal amount of $500,000 or more,

    * the Company is delisted from the Nasdaq SmallCap Market, or

    * the Company is acquired and the acquiring party does not
      expressly agree to assume the notes.

In addition, certain bankruptcy, reorganization, insolvency,
dissolution and receivership actions would be deemed an event of
default under the notes.  If an event of default under the notes
occurs, the holder shall be entitled to declare the notes
immediately due and payable in full.

The notes provide that the Company shall not incur any
indebtedness in excess of $20.5 million in the aggregate, unless:

    * such indebtedness is unsecured and expressly subordinated to
      the notes,

    * otherwise permitted under the notes, or

    * the proceeds are used to make payments on the notes.

Pursuant to the terms of the acquisition agreement, the Company
finalized the net worth calculation during the fourth quarter of
fiscal year 2005, which resulted in a reduction of approximately
$3.1 million to the outstanding principal balance of the notes.

On July 29, 2005, the Company entered into a Consent and Waiver
Agreement with Waythere, Inc., whereby the parties agreed that the
Company would pay $750,000 of the proceeds from the MBS
transaction to Waythere, Inc., reducing the principal amounts
outstanding under the notes.  On Aug. 1, 2005, the Company paid
$750,000 pursuant to the terms of the Consent and Waiver Agreement
in connection with the MBS transaction.

Finally, the outstanding principal of and accrued interest on the
notes are convertible into shares of NaviSite common stock at a
conversion price of $4.642 at the election of the holder at any
time following:

    * the 18-month anniversary of the closing if the aggregate
      principal outstanding under the notes at such time is
      greater than or equal to $10.0 million;

    * the second anniversary of the closing; and

    * an event of default thereunder.

The Company anticipates that it will continue to incur net losses
in the future.  The Company has taken several actions it believes
will allow the Company to continue as a going concern, including
closing and integrating strategic acquisitions, making changes to
our senior management and bringing costs more in line with
projected revenue.  The Company will need to find sources of
additional financing, or refinance or restructure our existing
indebtedness, in order to remain a going concern.

In September 2005, the Company engaged financial advisors to
assist in refinancing its debt and, while there can be no
assurances that the Company will be successful in its refinancing
efforts, the Company believes it will conclude this process within
the next few days.  We are obligated to use a significant portion
of any proceeds raised in an equity or debt financing or by sales
of assets to make payments on the notes payable to Waythere, Inc.,
depending on the total net proceeds received by us in the
financing (see Note 11(e) to our consolidated financial
statements).

NaviSite Inc. -- http://www.navisite.com/-- provides IT hosting,  
outsourcing and professional services for mid- to large-sized
organizations.  Leveraging a proven set of technologies and
extensive subject matter expertise, the Company delivers cost-
effective, flexible solutions that provide responsive and
predictable levels of service for our clients' businesses.  Over
900 companies across a variety of industries rely on NaviSite to
build, implement and manage their mission-critical systems and
applications.  NaviSite is a trusted advisor committed to ensuring
the long-term success of our customers' business applications and
technology strategies.  NaviSite has 15 state-of-the-art data
centers and eight major office locations across the U.S., U.K. and
India.

As of July 31, 2005, the Company's balance sheet reflected a
$2,322,000 stockholders' deficit compared to an $11,082,000
positive equity at July 31, 2004.


NORTHWEST AIRLINES: Can Walk Away from 13 Leases & Subleases
------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Northwest
Airlines Corp. and its debtor-affiliates sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
authority to reject 13 out of 14 unexpired leases and subleases
with respect to certain non-residential real properties.  Judge
Gropper grants the Debtors' request except as to the Debtors'
lease with the Metropolitan Airports Commission.  The Leases,
Subleases and Guaranty will be deemed rejected as of the Petition
Date.

After a careful review, the Debtors have determined that the
leases and subleases are not required for the future of their
businesses or that they are burdensome to the Debtors' estates.  
Accordingly, the Debtors believe that rejection of the leases and
subleases is in the best interests of their estates and
creditors.

The Debtors marketed the leases but found no acceptable offers.  
To mitigate amounts owing under certain of the leases, the
Debtors entered into the subleases for rents that were the same
or only slightly greater than the rents owing to the landlords
under the primary leases.  The Debtors are seeking to reject both
the primary leases and the subleases.  They believe that both the
landlords and subtenants will have an ample opportunity to reach
an appropriate accommodation.

A list of the Rejected Leases is available free of charge at:

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

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, related that the rejected leases include a
prepetition lease between Northwest Airlines and Rosedale Market
Place Associates, LP, in connection with the property located at
the Rosedale Market Place in Roseville, Minnesota.  Northwest
Airlines guaranteed its obligations under the Roseville Lease
pursuant to a Lease Termination Agreement and Guaranty dated as
of April 8, 2004.  Northwest Airlines has ceased making payments
under the Roseville Lease and found a successor tenant to occupy
the property subject to the Lease.

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: Can Use Existing Bank Accounts on Final Basis
-----------------------------------------------------------------
The Operating Guidelines and Reporting Requirements promulgated  
by the Office of the United States Trustee require that a chapter  
11 debtor close its prepetition bank accounts and open new  
debtor-in-possession accounts.   

According to Neal S. Cohen, executive vice president and chief  
financial officer of Northwest Airlines Corporation, the Debtor
and its affiliates can achieve the goals of the Operating
Guidelines without closing their existing accounts and opening new
ones.   

Mr. Cohen contended that requiring the Debtors to close all  
existing accounts and open new debtor-in-possession accounts  
would:

   (a) be costly;

   (b) disrupt the Debtors' ability to satisfy postpetition  
       payables in a timely manner, potentially causing a loss of  
       trade credit and customer confidence;

   (c) interfere with the efficient management of the Debtors'  
       cash resources; and  

   (d) distract Debtors' managers at a time when the business  
       requires their full attention.

Mr. Cohen noted that the Debtors maintain approximately 189 bank  
accounts in the United States, Canada, Asia, Europe and the  
Caribbean as of the Petition Date.

At the First Day Hearing on September 15, 2005, Judge Gropper  
authorized the Debtors, on an interim basis, to designate,  
maintain, and continue using their existing prepetition Bank  
Accounts, in the names and with the account numbers existing  
immediately prior to the Petition Date.

The Debtors, however, reserve the right to close some or all of  
their prepetition Bank Accounts and open new debtor-in-possession  
accounts.

The Debtors also obtained permission to deposit funds in and  
withdraw funds from the accounts by all usual means, including,  
without limitation, checks, wire transfers, and other debits, as  
well as pay any ordinary course bank fees incurred postpetition  
in connection with the Bank Accounts.

Mr. Cohen said the Debtors will advise all banks with whom they  
have disbursement accounts not to honor checks issued prepetition,
except as authorized by the Court.  By doing so, the  
Debtors will achieve the goals of the Operating Guidelines: They  
establish a clear demarcation between prepetition and  
postpetition checks, and block the inadvertent payment of  
prepetition checks, without disrupting their ongoing operations.

The Court's order does not apply to the Fifth Third Bank Account.  
A separate hearing will be held to consider the Fifth Third Bank
Account.

                      Fifth Third's Objection

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

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

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

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

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

Northwest Airlines Corporation -- http://www.nwa.com/-- is the     
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Court Okays Continued Use of Business Forms
---------------------------------------------------------------
In the ordinary course of their businesses, Northwest Airlines
Corporation and its debtor-affiliates use a variety of checks and
other business forms, including purchase orders and invoices.

By virtue of the nature and scope of the businesses in which the
Debtors are engaged, and the numerous suppliers of goods and
services and numerous other parties with whom the Debtors deal,
Neal S. Cohen, executive vice president and chief financial
officer of Northwest Airlines Corporation, said the Debtors need
to continue using existing business forms without alteration or
change.

Mr. Cohen explained that parties doing business with the Debtors
undoubtedly will be aware, as a result of the size of these
cases, of the Debtors' status as chapter 11 debtors in
possession.  Changing correspondence and business forms would be
unnecessary and burdensome to the estates, as well as expensive
and disruptive to the Debtors' business operations.

However, to avoid breaching a requirement of the United States
Trustee that the Debtors' postpetition checks and business forms
contain the legend "debtor in possession" or a so-called "debtor
in possession number," the Debtors sought and obtained the
Court's authority to maintain and continue using existing
business forms, without reference to their status as debtors-in-
possession.

The Court gave the Debtors authority, on final basis, to use their
existing business forms.  In addition, Judge Gropper directs the
Debtors to label their checks with "debtor in possession", "DIP",
or another similar legend as soon as practicable.

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 INDUSTRIES: Rick Walters Named as Interim CEO
--------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)
reported that President and Chief Executive Officer Robert S.
Parker is taking a temporary medical leave of absence.  The
company's board of directors has named Executive Vice President
and Chief Financial Officer Rick Walters to serve as interim CEO
until such time as Mr. Parker is able to return to work.

The announcement was made by Charles Macaluso, who was recently
named chairman of the O'Sullivan board of directors.  Mr. Macaluso
expressed the board's full confidence in Mr. Walters, and noted
that the board is confident that the company is on track with the
operation of its business and that the company will continue to
make appropriate progress toward a financial reorganization.

Mr. Walters joined O'Sullivan Industries as CFO in June 2004 from
Newell Rubbermaid, where he had served as group vice president and
CFO of the company's Sharpie/Calphalon Group since 2001.  Prior to
that, Mr. Walters held senior management positions with two other
Newell Rubbermaid business units going back to 1996.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for
chapter 11 protection on October 14, 2005 (Bankr. N.D. Ga.
Case No. 05-83049).  On September 30, 2005, the Debtor listed
$161,335,000 in assets and $254,178,000 in debts.  (O'Sullivan
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


O'SULLIVAN INDUSTRIES: Wants to Hire Edward Howard as Consultant
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
seek the U.S. Bankruptcy Court for the Northern District of
Georgia's authority to employ Edward Howard & Co., as their public
relations consultant.

Edward Howard provides strategic counseling in corporate
relations, financial relations, and public affairs and has
experience in serving as a public relations consultant to Chapter
11 debtors in the automotive, chemical, home decor, retail
pharmaceutical, steel, and technological industries, among others.

The Debtors tell the Court that they are familiar with the Edward
Howard's professional standing and reputation and that the firm is
skilled in providing communications consulting services in
restructurings and reorganizations.

The Debtors believe that Edward Howard's resources, capabilities,
and experience will enable them to manage and improve relations
with customers, employees, the public, and suppliers during their
Chapter 11 cases.

As public relations consultant, Edward Howard will:

   (a) develop a communications strategy;
  
   (b) draft news releases, stand-by statements, public
       announcements, and key message points;

   (c) develop specific communications for customers,
       employees, and suppliers;

   (d) provide media relations guidance as needed;

   (e) identify and train company spokespeople to deal with
       media, employees, customers, vendors, creditors, and
       community leaders; and

   (f) provide ongoing counsel regarding public relations
       throughout the Debtors' Chapter 11 cases.

The Debtors will pay the firm in accordance with its customary
hourly rates.  Edward Howard's professional fees range between
$80 and $420 per hour, depending on the staff member assigned to
the project.  The Debtors would also be billed for necessary out-
of-pocket expenses incurred in connection with the services.

Before the Petition Date, Edward Howard received a $50,000
retainer from the Debtors to secure payment for services to be
provided.  The Retainer would be applied to Edward Howard's final
bill for fees and expenses, and the unused portion of the
Retainer, if any, would be refunded to the Debtors.

Donald C. Hohmeier, Executive Vice President and Chief Financial
Officer of Edward Howard & Co., attests that the firm has no
connection with, and holds no interest adverse to, the Debtors,
their creditors, or any other party-in-interest, or their
respective attorneys or other professionals, or the Office of the
United States Trustee or any person employed in the Office of the
United States Trustee.

Mr. Hohmeier states that Edward Howard is a "disinterested
person," as referenced in Section 327(a) of the Bankruptcy Code
and as defined in Section 101(14), as modified by Section 1107(b).

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for
chapter 11 protection on October 14, 2005 (Bankr. N.D. Ga.
Case No. 05-83049).  On September 30, 2005, the Debtor listed
$161,335,000 in assets and $254,178,000 in debts.  (O'Sullivan
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


O'SULLIVAN INDUSTRIES: Walks Away from Four Real Property Leases
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
sought and obtained the U.S. Bankruptcy Court for the Northern
District of Georgia's authority to walk away from four unexpired
nonresidential real property leases:

   Lessee         Lessor         Property           Lease Term
   ------         ------         --------           ----------
   O'Sullivan     GSC Property   5,778 sq. ft.       09/12/08
   Furniture      LLC            retail space
   Factory                       in Fayetteville,
   Outlet, Inc.                  Arkansas

                  1995           6,100 sq. ft.       03/31/06
                  Battlefield    retail space
                  Plaza Limited  in Springfield,
                  Partnership    Missouri          

                  Michael and    6,700 sq. ft        10/31/06
                  Jeri Lynn      retail space
                  Joseph         in Joplin,
                                 Missouri         

   O'Sullivan     Country        office space        12/31/09
   Holdings       Estates        in Oxfordshire
                  Construction   England
                  Limited

The Debtors are not currently using the space provided by the GSC
Property Lease and are planning to cease operations at the space
provided for by the 1995 Battlefield Plaza Lease, the Joseph
Lease, and the Country Estates Lease in the near future.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, relates that it is vital to the
continued operations of the Debtors' business that they use their
assets resourcefully and not make unnecessary payments for leases
that no longer have value to their business.

Section 365(a) of the Bankruptcy Code authorizes a debtor, subject
to the Court's approval, to assume or reject an executory contract
or unexpired lease.

In deciding to reject the leases, the Debtors considered, among
other factors:

   (i) the extent to which the monthly required payments under
       the Leases, a total of more than $25,000 per month,
       deplete assets vital to the continued operation of their
       business; and

  (ii) the limited value to their estates to maintain the Leases,
       including the extent to which the retail and office space
       provided is unnecessary.

The Debtors do not believe that the Rejected Leases could be
assigned for any meaningful value or that they provide any other
potential value to the their estates.

Mr. Cifelli says all landlords under the Rejected Leases will be
provided with notice of any bar date with respect to any claims
they may have arising from the rejection of the Leases.

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: U.S. Trustee Picks 5-Member Creditors' Committee
----------------------------------------------------------------
Pursuant to 11 U.S.C. Section 1102, Felicia S. Turner, the United
States Trustee for Region 21, appoints these five creditors to
serve on the Official Committee of Unsecured Creditors:

   (1) Wells Fargo Bank, N. A.
       Sixth & Marquette Avenue
       MAC N9303-120
       Minneapolis, MN 55479
       Attn.: Julie J. Becker, Vice President
       Tel: 612-316-4772
       Fax: 612-667-9825
       Julie.J.Becker@WellsFargo.com

   (2) Dalton Investments, Inc.
       12424 Wilshire Blvd., Suite 600
       Los Angeles, CA 90025
       Attn.: Stan Manoukian, Senior Analyst
       Tel: 310-882-4164
       Fax: 310-942-5225
       smanoukian@daltoninvestments.com

   (3) Ahab Capital Management, Inc.
       299 Park Avenue, 21st Floor
       New York, NY 10171
       Attn.: Christopher McGinnis, Analyst
       Tel: 212-891-2129
       Fax: 212-284-7919
       cm@ahabcap.com

   (4) Sun Container
       P. O. Box 250
       Lamar, MO 64759
       Attn.: Marty Katilius, CFO
       Tel: 618-244-7244
       Fax: 618-244-7869
       marty@suncontainer.com

   (5) Hafele America Co.
       3901 Cheyenne Drive
       Archdale, NC 27263
       Attn.: Glenn Hoppe, Controller
       Tel: 336-434-8116
       Fax: 336-434-8120
       GHoppe@hafeleamericas.com

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for
chapter 11 protection on October 14, 2005 (Bankr. N.D. Ga.
Case No. 05-83049).  On September 30, 2005, the Debtor listed
$161,335,000 in assets and $254,178,000 in debts.  (O'Sullivan
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ON SEMICONDUCTOR: Wants Senior Secured Credit Agreement Amended
---------------------------------------------------------------
ON Semiconductor Corp. is asking its senior lenders for their
consent to an amendment to its senior secured credit agreement to
permit:

   * certain refinancing transactions (which may include the
     repayment or refinancing, in whole or in part, of its junior
     subordinated note); and

   * the conversion into common stock of outstanding shares of its
     Series A Cumulative Convertible Redeemable Preferred Stock
     beneficially owned by TPG Advisors II, Inc.

ON Semiconductor's September 30, 2005, balance sheet shows:

   * $1.17 billion in assets;
   * long-term debts totaling $1.12 billion; and
   * other long-term liabilities aggregating $33.1 million.

This data was included in the Company's third-quarter earnings
release available at http://ResearchArchives.com/t/s?2b9

The Company has not yet filed a Form 10-Q for the third quarter.  

ON SEMICONDUCTOR CORPORATION and SEMICONDUCTOR COMPONENTS
INDUSTRIES, LLC, are the borrowers under an AMENDED AND RESTATED
CREDIT AGREEMENT dated as of August 4, 1999, as Amended and
Restated as of December 23, 2004, with a consortium of lenders led
by JPMORGAN CHASE BANK, N.A., as Administrative Agent.  A full-
text copy of that credit agreement is available at no charge at
http://ResearchArchives.com/t/s?2ba

ON Semiconductor Corp. -- http://www.onsemi.com/-- supplies power    
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.  

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,  
Standard & Poor's Ratings Services raised its corporate credit  
rating for Phoenix, Arizona-based ON Semiconductor Corp. to  
B+/Stable/-- from B/Positive/--.

"The action recognizes the company's improved debt-protection  
measures following a series of debt and equity refinancing actions  
in the past several quarters, as well as expectations that  
operating profitability, cash flows, and liquidity will remain  
near recent levels," said Standard & Poor's credit analyst Bruce  
Hyman.  The ratings continue to reflect its still-limited debt-
protection measures and the company's position as a supplier of  
commodity semiconductors in a challenging operating environment,  
and adequate operating liquidity.


PERKINELMER INC: Financial Plan Spurs S&P to Raise Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Wellesley, Massachusetts-based PerkinElmer Inc.  The corporate
credit rating was raised to 'BBB-' from 'BB+'; the subordinated
debt rating also was raised to 'BB' from 'BB-'.  The outlook is
stable.

"The upgrade reflects sustained improvements in operating
performance and profitability, combined with financial
deleveraging over the past two years," said Standard & Poor's
credit analyst Joshua Davis.

At the same time, S&P assigned our 'BBB-' rating to PerkinElmer's
new $350 million senior unsecured revolving credit facility
maturing in 2010, which replaces a $100 million senior secured
credit facility.

S&P expects PerkinElmer will have drawings on the new revolver of
$200 million at the end of the December 2005 quarter.  The company
is expected to use about $240 million of after-tax proceeds from
an asset sale, in combination with cash balances, to satisfy the
tender for the outstanding $270 million of senior subordinated
notes announced on Oct. 25, 2005.

Our ratings on PerkinElmer reflect moderate but sustained
profitability, a good industry position in the life sciences and
analytical instruments markets, and moderate financial leverage.  
These factors are partially offset by the company's focus on
highly competitive and technology-intensive markets.


PONDERLODGE INC: Ch. 11 Examiner Taps Klehr Harrison as Counsel
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of New Jersey gave
Paul B. Boston, CPA, the chapter 11 Examiner in Ponderlodge,
Inc.'s chapter 11 case, permission to employ Klehr, Harrison,
Harvey, Branzburg & Ellers LLP as his counsel.

Klehr Harrison will:

   1) conduct discovery in the Debtor's chapter 11 case to the
      extent warranted;

   2) analyze asset transfers under chapter 5 of the Bankruptcy  
      Code; and

   3) provide all other legal services to the chapter 11 Examiner
      that are necessary in the Debtor's chapter 11 case.

Jeffrey Kurtzman, Esq., a Member of Klehr Harrison, is one of the
lead attorneys for the chapter 11 Examiner.  

Mr. Kurtzman reports that Klehr Harrison's professionals
performing services to the Examiner will charge $180 to $450 per
hour depending on the level of seniority of the individual
performing services the services.

To the best of the Mr. Boston's knowledge, Klehr Harrison is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Villas, New Jersey, Ponderlodge, Inc. --
http://www.ponderlodge.com/-- operates a golf course.  The   
Company filed for chapter 11 protection on July 13, 2005 (Bankr.
D. N.J. Case No. 05-32731).  D. Alexander Barnes, Esq., at
Obermayer, Rebmann, Maxwell & Hippel LLP represents the Debtor in
its chapter 11 case.  When the Debtor filed for protection from
its creditors, it estimated assets of $10 million to $50 million
and debts of $1 million to $10 million.


PONDERLODGE INC: Examiner Hires Boston & Associates as Accountants
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of New Jersey gave Paul
B. Boston, C.P.A., the chapter 11 Examiner in Ponderlodge, Inc.'s
chapter 11 case, permission to employ Boston & Associates, P.C.,
as his accountants.

Boston & Associates will:

   1) review all post-petition financial activity of the Debtor
      and prepare weekly reports from Sept. 26, 2005, forward of
      the Debtor's financial reports;

   2) investigate all potential claims held by the Debtor against
      any insider, affiliate, shareholder and other parties and
      investigate all potential avoidance actions under chapter 5
      of the Bankruptcy Code;

   3) review the accuracy of the monthly operating reports
      previously filed by the Debtor; and

   4) perform all other necessary accounting services to the
      chapter 11 Examiner in the Debtor's chapter 11 case.

Stephen Jones, C.P.A., a Shareholder of Boston & Associates, is
one of the Firm's professionals performing services to the chapter
11 Examiner.  

Mt. Jones reports that Boston & Associates' professionals
performing services to the Examiner will charge $95 to $150 per
hour depending on the level of seniority of the individual
performing services the services.

To the best of the chapter 11 Examiner's knowledge, Boston &
Associates is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Villas, New Jersey, Ponderlodge, Inc. --
http://www.ponderlodge.com/-- operates a golf course.  The   
Company filed for chapter 11 protection on July 13, 2005 (Bankr.
D. N.J. Case No. 05-32731).  D. Alexander Barnes, Esq., at
Obermayer, Rebmann, Maxwell & Hippel LLP represents the Debtor in
its chapter 11 case.  When the Debtor filed for protection from
its creditors, it estimated assets of $10 million to $50 million
and debts of $1 million to $10 million.


PRIMUS TELECOMMS: Sept. 30 Balance Sheet Upside-Down by $220 Mil.
-----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL)
reported results for the quarter ended September 30, 2005.

PRIMUS reported third quarter 2005 net revenue of $293 million,
flat compared to the prior quarter, and down from $334 million in
the third quarter 2004.  The Company reported a net loss for the
quarter of $51 million compared to net income of $16 million in
the third quarter 2004.  

"Progress in the third quarter was encouraging and in our view
provides preliminary validation of our strategy announced in 2004
to invest in transforming PRIMUS into a fully integrated service
provider of voice, broadband, voice-over-Internet-protocol (VOIP),
wireless and data services.  Revenue from the new initiatives grew
to $26 million in the third quarter, an increase of 31% over the
prior quarter.  In light of this strong sequential revenue growth
from the new initiatives, together with the operating performance
highlighted below, PRIMUS now expects its fourth quarter 2005
revenue run rate from the new initiatives to exceed comfortably
the previously announced goal of a $100 million annual run rate,"
said K. Paul Singh, Chairman and Chief Executive Officer of
PRIMUS.

"With most of the planned new products successfully launched and
gaining traction, and with our cost reduction initiatives taking
hold, PRIMUS expects substantial quarterly improvement in Adjusted
EBITDA in the fourth quarter of 2005," Mr. Singh stated.  "The
improved operational performance, continued cost reduction
efforts, and our ability to moderate capital expenditures,
combined with potential financing alternatives or interest expense
savings, should allow us to meet our cash needs in 2006."

PRIMUS management has embarked on a four-pronged Action Plan to
achieve its financial objectives for 2006:

    (1) To drive revenue growth in its broadband, local and VOIP
        initiatives while concentrating available resources for
        optimum effectiveness;

    (2) To enhance margins on new initiatives by:

         * increasing scale;

         * adding broadband network infrastructure in high density
           locations; and

         * migrating customers on-net;

    (3) To drive overhead costs down through aggressive cost
        management programs; and

    (4) To strengthen the Company's balance sheet through
        potential delevering and equity capital infusion on a
        prudent and opportunistic basis.

The third prong of the Action Plan is to reduce costs to offset
partially the decline in core long distance voice and dial-up ISP
revenues.  Over the course of the second and third quarters, the
Company has successfully implemented numerous cost reductions,
resulting in a decline in selling, general and administrative
expense levels from $106 million in the first quarter 2005 to $93
million in the third quarter 2005.  Cost reduction actions
completed late in the third quarter and expected actions to be
taken in the fourth quarter should further reduce SG&A expense in
the fourth quarter.

"We believe that progress to date in transforming PRIMUS and
growing our broadband, local, and VOIP businesses has enhanced the
competitive positioning and the franchise values of our major
operating subsidiaries in Australia and Canada," Singh stated.  
"We now plan to add enterprise VOIP services to our United States
and European businesses in order to expand the service portfolio
from a mostly long distance business today to a bundled long
distance, enterprise VOIP, residential VOIP, and wireless services
portfolio," stated Singh.

Third quarter 2005 revenue was $293 million, flat compared to the
prior quarter and down from $334 million in the third quarter
2004.  "On a sequential quarterly basis, prepaid services revenue
increased $10 million as we have expanded into new markets, and
revenue from our new product initiatives increased $6 million.
These sequential revenue increases were offset by a $9 million
decline in high-margin retail long distance and dial-up ISP
revenues, a decline of $5 million in low-margin wholesale voice
revenue and a decline of $2 million as a result of a strengthening
United States dollar," stated Thomas R. Kloster, PRIMUS Chief
Financial Officer.

Net revenue from data/Internet and VOIP services remained stable
from the prior quarter at $70 million but reached a record high of
24% of total net revenue for the quarter, and was up 11% from the
third quarter 2004, despite the anticipated decline in the dial-up
ISP revenues.  Geographic revenue mix changed slightly with 17%
coming from the United States, 23% from Canada, 30% from Europe
and 30% from Asia-Pacific.  The mix of net revenue was 81% retail
(56% residential and 25% business) and 19% carrier.

Loss from operations was $33 million in the third quarter 2005
(including a $13 million asset impairment write-down and $1
million in severance expense), versus a loss of $24 million in the
prior quarter (including a $3 million write-down of European
prepaid receivables and card stock inventory, a $1 million asset
impairment write-down and $2 million in severance expense) and $6
million of income from operations in the year-ago quarter.

Net loss for the quarter was $51 million (including a $13 million
asset impairment write-down, a $4 million loss on early debt
extinguishment, a $2 million gain from foreign currency
transactions and $1 million in severance expense) compared to a
net loss of $44 million (including a $3 million net loss from
foreign currency transactions, a $3 million write-down of European
prepaid card receivables and card stock inventory, a $2 million
loss on early debt extinguishment, a $1 million asset impairment
write-down and $2 million in severance expense) in the second
quarter 2005 and net income of $16 million (including a $10
million net gain from foreign currency transactions and a $3
million gain on early debt extinguishment) in the third quarter
2004.

            Liquidity and Capital Resources

PRIMUS ended the third quarter 2005 with a cash balance of $80
million, including $11 million of restricted funds.  During the
quarter, $21 million in cash was used in operating activities.
Capital expenditures for the quarter were $12 million and Free
Cash Flow, as calculated in the attached schedules, was negative
$33 million.

PRIMUS's long-term debt obligations as of September 30, 2005 were
$642 million, down $4 million from June 30, 2005.  This reduction
includes exchanges of $12 million principal amount of the
Company's 5.75% convertible subordinated debentures due February
15, 2007 for 7.0 million shares of common stock of the Company,
and scheduled principal amortization of $5 million.  This decrease
was offset in part by an initial $13 million (C$15 million)
borrowing by PRIMUS's Canadian subsidiary under our existing C$42
million loan agreement with a Canadian financial institution.

PRIMUS Telecommunications Group, Incorporated is an integrated
communications services provider offering international and
domestic voice, voice-over-Internet protocol, Internet, wireless,
data and hosting services to business and residential retail
customers and other carriers located primarily in the United
States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 250
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 18 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.  
Founded in 1994, PRIMUS is based in McLean, Virginia.

At Sept. 30, 2005, PRIMUS Telecommunications Group, Inc.'s balance
sheet showed a $220,344,000 stockholders' deficit compared to a
$185,470,000 deficit at June 30, 2005.


QWEST COMMUNICATIONS: Issuing $1 Billion of Sr. Convertible Notes
-----------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) reported that it
is seeking to raise approximately $1 billion through a new
issuance of senior convertible notes due 2025 using net share
settlement to minimize potential future dilution.  In addition,
the company expects to grant the underwriters an option to
purchase up to an additional $150 million principal amount of
the Notes.  The closing of the offering is expected to occur on
Nov. 8, 2005, subject to the satisfaction of customary closing
conditions.  Qwest Communications is offering and selling these
notes under its existing shelf registration statement on file with
the Securities and Exchange Commission.

Qwest Communications intends to use the proceeds from this
offering, together with approximately $2 billion of existing cash
and cash equivalents, to fund a tender offer for the:

    * 13.00% Senior Subordinated Secured Notes due 2007,
    * 13.50% Senior Subordinated Secured Notes due 2010, and
    * 14.00% Senior Subordinated Secured Notes due 2014,

issued by its wholly owned subsidiary Qwest Services Corporation.

Any remaining net proceeds will be used for other general
corporate purposes and potential future refinancing of
indebtedness.

Goldman, Sachs & Co. is acting as bookrunner of the convertible
offering.

Copies of the preliminary prospectus for the offering may be
obtained by contacting Goldman, Sachs & Co., 85 Broad Street, New
York, NY 10004, Attn: Prospectus Department, telephone: 212-902-
1171.

Qwest Communications International Inc. -- http://www.qwest.com/-
- is a leading provider of high-speed Internet, data, video and
voice services.  With approximately 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Standard & Poor's Ratings Services revised its outlook on Denver,
Colorado-based local telephone company and long-distance carrier
Qwest Communications International Inc. to positive from
developing.
      
"At the same time, we raised our rating on the debt at incumbent
local exchange carrier subsidiary Qwest Corp. to 'BB' from 'BB-'
and affirmed our other ratings for the company and its related
entities, including the 'BB-' corporate credit rating on Qwest and
its incumbent local exchange carrier subsidiary Qwest Corp.," said
Standard & Poor's credit analyst Catherine Cosentino.

Standard & Poor's also assigned a 'BB' rating to funding entity
Qwest Services Corp.'s proposed $750 million revolving credit
maturing in 2010 and assigned a recovery rating of '1', and
upgraded the existing $750 million revolving credit, which matures
in February 2007, to 'BB' from 'BB-', with a recovery rating of
'1'.  This indicates expectations for full recovery of principal
in the event of a payment default or bankruptcy.

However, this will be withdrawn upon the completion of the new
revolving credit.  As of June 30, 2005, Qwest's debt totaled $17.5
billion.


QWEST COMMS: Qwest Services Launches $3 Billion Offer for Notes
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) reported that
its wholly owned subsidiary, Qwest Services Corporation, has
commenced a $3 billion cash offer to purchase the outstanding
notes listed in the table below, which were issued by Qwest
Services and guaranteed by Qwest Communications.

                 Principal     Earliest                Fixed
                  Amount      Redemption   Reference   Spread
  Security      Outstanding     Date       Security    (bps)
  --------      -----------   ----------   ---------   ------
13.5% Senior    $2,232 Mil.   12/15/2006   UST 2.875%    50
Subordinated                                  due
Secured Notes                              11/30/2006     
due 2010

14.0% Senior    $641 Mil.     12/15/2007     UST 3%      50
Subordinated                                  due
Secured Notes                              11/15/2007    
due 2014

13.0% Senior    $52 Mil.      12/15/2005   UST 1.875%    50
Subordinated                                  due
Secured Notes                              11/30/2005     
due 2007

Under the offer, Qwest Services will purchase notes in an
aggregate principal amount that results in the payment of not more
than $3 billion in total, excluding accrued but unpaid interest,
for all notes purchased in the offer.  Qwest Services will conduct
the offer in accordance with the terms and conditions described in
the Offer to Purchase and Consent Solicitation Statement, dated
Nov. 1, 2005.

In the event that the offer is oversubscribed (i.e., the amount of
notes tendered would result in the Maximum Tender Amount being
exceeded if all such notes were purchased), Qwest Services will
accept tenders in the following order of priority:

    (1) first, Qwest Services will purchase all tendered 13.5%
        notes due 2010 until all such tendered notes are
        purchased;

    (2) second, tendered 14% notes due 2014 will be purchased
        until either all such tendered notes are purchased or the
        Maximum Tender Amount is reached; and

    (3) third, to the extent that a portion of the Maximum Tender
        Amount still remains unused, tendered 13% notes due 2007
        will be purchased.

In the event that a particular series of notes has some, but not
all, tendered notes accepted, all tenders of notes of that series
will be accepted on a pro rata basis according to the principal
amount tendered.

The consideration for each $1,000 principal amount of notes of
each series tendered and accepted for payment pursuant to the
offer shall be:

    (1) a price, calculated in accordance with standard market
        practice and with the settlement date being the date notes
        of such series are first accepted for purchase, intended
        to result in a yield to the earliest redemption date of
        the notes of such series equal to the sum of:

         (i) the yield to maturity of the applicable reference
             security shown in the table above, as calculated by
             the dealer managers in accordance with standard
             market practice based on the bid-side price for such
             reference security as of 2:00 p.m., New York City
             time, on Nov. 15, 2005, and

        (ii) the applicable fixed spread for the notes of such
             series shown in the table above, minus

    (2) accrued and unpaid interest from the last date on which
        interest has been paid up to, but not including, the date
        notes of such series are first accepted for purchase,
        minus

    (3) an amount equal to the Early Participation Payment of
        $50.00 per $1,000 principal amount of notes. Holders will
        also be paid accrued interest to, but not including, the
        applicable settlement date.

Holders who validly tender their notes at or prior to 5:00 p.m.,
New York City time, on Tuesday, Nov. 15, 2005, will receive an
additional payment of $50.00 per $1,000 principal amount of notes
in addition to the Tender Offer Consideration and accrued interest
to, but not including, the applicable settlement date.  Holders
who validly tender their notes after the Early Participation
Payment Deadline will receive only the Tender Offer Consideration
and accrued interest to, but not including, the applicable
settlement date.

The offer is scheduled to expire at midnight, New York City time,
on Wednesday, Nov. 30, 2005, unless extended or earlier
terminated.

The initial settlement date for all Qwest Services 13.5% Notes
that are validly tendered and not validly withdrawn on or prior to
the Early Participation Payment Deadline is expected to be on or
about Wednesday, Nov. 16, 2005.  The initial settlement date for
each other series of notes is expected to be no later than the
first business day after the Expiration Date (but may be prior to
such time).

In connection with the offer, Qwest Services is soliciting
consents to certain proposed amendments to the indenture governing
the notes.  Holders may not tender notes without delivering
consents and may not deliver consents without tendering such
notes.  The offer is not conditioned on obtaining any minimum
amount of consents.

The proposed amendments would eliminate substantially all of the
existing restrictive covenants contained in the indenture and
would release the collateral that secures the notes, including the
collateral that secures Qwest Communications' guaranty of the
notes.  The proposed amendments require either the consent of:

    * holders of a majority (or with respect to release of the
      collateral, 66-2/3%) in principal amount of all three
      series, treated as one class, or

    * a majority (or with respect to release of the collateral,
      66-2/3%) in principal amount of each affected series.

In the event that the proposed amendments become effective with
respect to any series of notes and the offer is oversubscribed,
with the result that tendered notes of such series are returned to
holders, then Qwest Services and Qwest Communications will agree,
for the benefit of holders of such series of notes, to comply with
the restrictive covenants contained in the indenture for the
7-1/2% Senior Notes due 2014 issued by Qwest Communications and
guaranteed by Qwest Services.

The offer is subject to the satisfaction or waiver of certain
conditions, including obtaining $1 billion of new financing in the
senior convertible note offering Qwest Communications reported on
terms satisfactory to Qwest Communications.  The offer is not
subject to the receipt of any minimum amount of tenders.

The offer will expire at 12:00 midnight, New York City time, on
Wednesday, Nov. 30, 2005, unless extended or earlier terminated.

The complete terms and conditions of the offer are set forth in
the Offer to Purchase and Consent Solicitation Statement, dated
Nov. 1, 2005, that is being sent to holders of notes.  Copies of
the Offer to Purchase and Consent Solicitation Statement and the
related Letter of Transmittal and Consent may be obtained from the
Information Agent for the offer, Global Bondholder Services
Corporation, toll-free at 866-873-7700.

Banc of America Securities LLC, Goldman, Sachs & Co., Lehman
Brothers Inc. and UBS Securities LLC are acting as Dealer Managers
and Solicitation Agents for the offer.  Questions regarding the
offer may be directed to Banc of America Securities at 704-388-
4813 (collect) or 888-292-0070 (toll-free), Goldman, Sachs & Co.
at 212-357-8664 or 800-828-3182.

Qwest Communications International Inc. -- http://www.qwest.com/
-- is a leading provider of high-speed Internet, data, video and
voice services.  With approximately 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Standard & Poor's Ratings Services revised its outlook on Denver,
Colorado-based local telephone company and long-distance carrier
Qwest Communications International Inc. to positive from
developing.
      
"At the same time, we raised our rating on the debt at incumbent
local exchange carrier subsidiary Qwest Corp. to 'BB' from 'BB-'
and affirmed our other ratings for the company and its related
entities, including the 'BB-' corporate credit rating on Qwest and
its incumbent local exchange carrier subsidiary Qwest Corp.," said
Standard & Poor's credit analyst Catherine Cosentino.

Standard & Poor's also assigned a 'BB' rating to funding entity
Qwest Services Corp.'s proposed $750 million revolving credit
maturing in 2010 and assigned a recovery rating of '1', and
upgraded the existing $750 million revolving credit, which
matures in February 2007, to 'BB' from 'BB-', with a recovery
rating of '1'.  This indicates expectations for full recovery
of principal in the event of a payment default or bankruptcy.

However, this will be withdrawn upon the completion of the new
revolving credit.  As of June 30, 2005, Qwest's debt totaled $17.5
billion.


QWEST COMMUNICATIONS: S&P Assigns B Rating to $1-Bil Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Denver, Colorado-based local telephone company and long-distance
carrier Qwest Communications International Inc.'s $1 billion of
convertible senior notes due 2025.  Proceeds from this shelf
drawdown issue, along with cash balances, will be used to fund the
company's estimated $3 billion tender offer for Qwest Services
Corp. 13% senior subordinated secured notes due 2007, 13.5% senior
subordinated secured notes due 2010 and 14% senior subordinated
secured notes due 2014.

The new rating is notched two below the corporate credit rating,
reflecting the fact that there are substantial priority
obligations relative to this issue, much of which consists of the
debt and other liabilities at the incumbent local exchange carrier
subsidiary Qwest Corp. We also affirmed our 'BB-' corporate credit
rating and 'B' senior unsecured debt rating on Qwest
Communications International Inc.  The outlook is positive.  As of
Sept. 30, 2005, Qwest's debt totaled $17.2 billion.

"The ratings reflect the company's weak overall business position
and aggressive financial profile," said Standard & Poor's credit
analyst Catherine Cosentino.

While the company is the dominant local telephone exchange carrier
in its 14-state market, representing some 15 million access lines,
its satisfactory business position in its local markets is
somewhat offset by its ongoing presence in the long-haul
communications business.  The long-haul business is viewed as
having a vulnerable business risk profile, after suffering from
significant pricing pressures over the past few years because of
very aggressive competition, as well as larger business customers'
migration to new IP technologies from traditional circuit-switched
services.


REFCO INC: Court Restrains CEO from Using Personal IPO Proceeds
---------------------------------------------------------------
The United States District Court for the Southern District of New
York entered a Temporary Restraining Order to freeze assets that
suspended CEO Phillip R. Bennett obtained from his Refco stock
sales in the Company's August 2005 Initial Public Offering.  The
order is based on a motion filed by Scott+Scott on behalf of
investors in a securities class action suit pending in the Court
(Case No. 1:05-cv-08663-DC).

The TRO is in effect pending an Order to Show Cause hearing
scheduled for Dec. 1, 2005, at which time the Court will determine
whether or not a more permanent restraining order should be issued
maintaining the asset-freeze injunction throughout the pendency of
the litigation.

Scott+Scott's original complaint alleges that during the Class
Period, Refco and certain of its officers and directors, including
Mr. Bennett, as well as Refco's IPO underwriters and independent
auditor, violated provisions of the Securities Act of 1933 and the
Securities Exchange Act of 1934, by issuing a false and misleading
Prospectus to investors as well as making false and misleading
statements during the Class Period.  

It is alleged that because of these securities law violations,
investors were deceived out of over a billion dollars while Mr.
Bennett personally made off with over $111 million.  Scott+Scott
seeks to secure Bennett's improperly obtained assets for the
benefit of investors who, because of the Refco bankruptcy, might
be unable to look to the insolvent Company for relief.

                    About Scott+Scott

Scott+Scott, LLC, is litigating major securities, antitrust and
employee retirement plan actions throughout the United States.  
The firm represents pension funds, charities, foundations,
individuals and other entities worldwide.  Cases currently being
litigated and/or investigated by Scott+Scott, LLC include: DHB
Industries, Inc.; Boston Scientific Corp.; Abercrombie & Fitch
Co.; Cott Corp.; Packeteer Inc.; Mercury Computer Systems Inc.;
TNS Inc., and International Rectifier Corp., among others.

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.


RELIANCE GROUP: Liquidator Wants Sage Determination Notice Upheld
-----------------------------------------------------------------
On Dec. 18, 2003, Sage Realty Corporation filed a claim against
Reliance Insurance Company.  Sage's claim asserted administrative
priority status for rent for a portion of the premises at 77 Water
Street, in New York City, rented by RIC in June and July 2001.

Alan C. Gershenson, Esq., at Blank Rome LLP, in Philadelphia,
Pennsylvania, recounts that in 2000, RIC was a party to a lease
with Sage for the 77 Water Street Property that was set to expire
in 2011.  The rent was below the market rate at that time.

In July 2000, Sage determined that other insurance companies were
occupying and operating out of RIC's space at 77 Water Street, in
violation of the lease.  As a result, Sage sent RIC a notice of
default on the lease.  The Notice of Default was a result of the
lease violation, and not for failure to pay rent.

In July and August 2000, RIC and Sage attempted to negotiate a
consensual resolution to the Notice of Default.  At that time,
RIC was scaling down its operations and wanted to shorten its
lease with Sage.  RIC wanted to move its shrunken operation to
less expensive premises.  Similarly, Sage wanted to shorten RIC's
lease to procure a higher paying tenant with greater financial
strength.  As a result, RIC and Sage negotiated a second
amendment to the 77 Water Street Lease.

During this time, the Pennsylvania Insurance Department began to
exercise oversight of RIC's operations.  The PID and RIC entered
into a letter agreement that left RIC's management in place,
subject to certain requirements and specified actions that
required prior review by the PID.  The Letter Agreement did not
mention or acknowledge RIC's lease negotiations with Sage.  The
PID also did not review the Second Amendment to the Lease with
Sage, and was not involved in the negotiations between RIC and
Sage related to the 77 Water Street Property.

On September 29, 2000, RIC and Sage entered into the Second
Amendment whereby Sage was obligated to find replacement tenants
for RIC's space at 77 Water Street, with certain time-limited
benchmarks.  RIC was allowed to set a time to vacate and
surrender the affected space.

Sage almost immediately procured Goldman Sachs as a replacement
tenant for the 77 Water Street Property.  Sage began discussions
with Goldman Sachs before the Second Amendment was executed, and
Goldman expressed its willingness to pay much more for the space.

After Sage notified RIC that Goldman Sachs would serve as
replacement tenant, RIC began vacating the 77 Water Street
Property in sections, with the last two sections vacated as of
March 31, 2001, and April 30, 2001.  Under the Second Amendment,
RIC was obligated to pay rent through:

   -- June 30, 2001, for the space vacated on March 31, 2001; and
   -- July 31, 2001, for the space vacated on April 30, 2001.

RIC paid Sage rent through May 31, 2001, for the vacated space.
When it was placed into Rehabilitation on May 29, 2001, RIC no
longer occupied any space at the 77 Water Street Property, as all
offices were vacated by April 30, 2001.  However, RIC had a
contractual obligation to pay Sage rent for June and July 2001.

Mr. Gershenson notes that M. Diane Koken, Insurance Commissioner
of the Commonwealth of Pennsylvania, in her capacity as
Liquidator of Reliance Insurance Company, inherited numerous
other RIC obligations when the PID took over RIC's operations.
Nevertheless, Sage filed an administrative priority claim for
rent, which Sage asserted must be paid ahead of policyholders'
and all other creditors' claims.

Since RIC vacated 77 Water Street before it was placed into
Rehabilitation, and the Liquidator never took possession of the
77 Water Street Property, the Liquidator sent Sage a notice of
determination, which denied Sage's assertion of an administrative
priority claim.  The Liquidator also asserted that the expenses
for which Sage's claim was based on were incurred prior to
Liquidation.

Sage objected to the NOD issued by the Liquidator.

The Court appointed Scott O'Keefe, Esq., as referee to the
dispute.

Sage embarked on discovery, served interrogatories, document
requests, and took depositions of:

  1) Stephen Johnson, Deputy Insurance Commissioner;

  2) George T. Van Gilder, then RIC's Chief Executive Officer;

  3) Howard Steinberg, then RIC's Chief Operating Officer;

  4) Henry Lambert, Chief of Real Estate Operations;

  5) John Zizzo, RIC's lawyer that negotiated the Second
     Amendment; and

  6) Linda Kaiser, an attorney at Saul, Ewing, Remick & Saul, who
     gave one of the opinion letters and was both a former in-
     house lawyer at RIC and a former Insurance Commissioner.

In contrast, the Liquidator took one only deposition of Robert
Kaufman, Sage's corporate designee.

Mr. Gershenson points out that Sage's numerous depositions and
discovery effort were unnecessary as the matter was governed by
an issue of law, not a question of fact.

                    The Liquidator's Arguments

On behalf of the Liquidator, Mr. Gershenson argues that the NOD
sent to Sage is correct and should be upheld.  Sage's Claim is
not entitled to administrative priority.  Sage does not stand out
against the numerous other creditors that provided value to RIC
prior to Liquidation and were not paid.  Administrative expenses
are limited to the actual and necessary costs of preserving or
recovering the assets of the insurer.

Mr. Gershenson reminds the Court that the Second Amendment was
entered into over a year before Liquidation.  The debt owed to
Sage was pre-Liquidation and was not a cost or expense of
administration.  Furthermore, the PID was not a party to the
Second Amendment.  The Liquidator never possessed 77 Water Street
or occupied it in any way.  The debt was fixed on April 30, 2001,
when RIC vacated the premises.

Mr. Gershenson acknowledges that the Second Amendment reduced
RIC's lease liability to Sage.  However, any pre-Liquidation
obligation to Sage would still be entitled to general unsecured
status and would not likely be paid.

In addition, Mr. Gershenson asserts that the Second Amendment was
of greater benefit to Sage than RIC because it enabled Sage to
promptly lease the 77 Water Street property to a financially
strong entity at a higher rent.

Mr. Gershenson believes that Sage's extensive discovery
represented a frantic and mighty attempt to "find some shred of
evidence that the PID know about or was told about the Second
Amendment."  Sadly, "all those depositions produced not one bit
of evidence for Sage," he adds.

Mr. Gershenson concedes that RIC was in Rehabilitation when the
lease negotiations with Sage took place.  However, employees at
the PID were not made aware of this interaction with Sage or
about the Second Amendment.  PID employees did not review or
approve the Second Amendment.  RIC negotiated and executed the
Second Amendment on its own.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RHODES INC: Wants to Assume & Assign Lease to American Signature
----------------------------------------------------------------
Rhodes Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, to
approve and authorize the proposed sale, assumption and assignment
of a sublease for the premises located at Mall Loop Drive and U.S.
Route 30, Joliet, Illinois, to American Signature, Inc.

The sublease is part of the list of Rhodes stores included in the
Court-approved store closing sales in the Midwest market region.  
The store closing sale at the premises is scheduled to conclude by
Dec. 31, 2005.

The Debtors have retained DJM Asset Management, LLC, as their real
estate consultants to market the lease for sale and assignment.  
DJM's efforts culminated in American Signature executing an
Agreement of Assumption and Assignment of Lease dated Sept. 16,
2005.

Terms of the Agreement include:

   -- a $250,000 purchase price, paid in cash at the closing;

   -- $50,000 of earnest money deposit, tendered on Sept. 21,
      2005; and

   -- up to $172,500 in cure costs to be paid by American
      Signature, and any amounts in excess to be paid by Rhodes.

The closing of the lease assignment will take place three days
before the conclusion of the store closing sale at the premises or
three days following the approval order.

The Debtors believe that the sale and assignment of the lease
offers the best opportunity for Rhodes to maximize the value of
the lease for the benefit of the estate following significant
marketing efforts.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and Midwestern states (after disposing 14 stores).  The Company
and two of its debtor-affiliates filed for chapter 11 protection
on Nov. 4, 2004 (Bankr. N.D. Ga. Case No. 04-78434).  Paul K.
Ferdinands, Esq., and Sarah Robinson Borders, Esq., at King &
Spalding represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
estimated less than $50,000 in assets and more than $10 million in
total debts.


ROOMSTORE INC: Rhodes Inc. Demands $316,491 Delinquent Rent
-----------------------------------------------------------
Rhodes, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, to compel HMY RoomStore,
Inc., to pay postpetition rent totaling $316,491 from November
2004 to May 2005.

The rent arose from:

   * a Sublease Agreement dated September 1, 2003, where the
     Debtor leases Rhodes retail space located at 5639 Airport
     Boulevard in Austin, Texas; and

   * an Assignment of Lease dated June 29, 1999, the Debtor
     leases from Rhodes retail space located at 365 Chatham Drive
     in Newport News, Virginia.

In relation with its chapter 11 filing, Rhodes rejected the
RoomStore leases effective June 23, 2005.

Headquartered in Atlanta, Georgia, Rhodes, Inc., sells brand-name
residential furniture to middle- and upper-middle-income customers
through 63 stores located in 11 southern and Midwestern states).  
The Company and two of its debtor-affiliates filed for chapter 11
protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No. 04-78434).  
Paul K. Ferdinands, Esq., and Sarah Robinson Borders, Esq., at
King & Spalding represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated more than $50 million in total debts.

RoomStore offers a wide selection of professionally coordinated
home furnishings in complete room packages at value-oriented
prices.  RoomStore operates 65 stores located in Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina and Texas.  The
Company emerged from bankruptcy in June 2005, independent from its
parent, Heilig-Meyers Company.


ROTECH HEALTHCARE: Earns $3.1 Mil of Net Income in Third Quarter
----------------------------------------------------------------
Rotech Healthcare Inc. (Pink Sheets: ROHI) reported that net
revenues for the third fiscal quarter ended Sept. 30, 2005,
were $137 million versus net revenues of $127.1 million as
restated for the same period last year.  The Company reported net
earnings of $3.1 million for the third quarter of 2005 as compared
to $5.1 million as restated for the third quarter of 2004.  

For the nine months ended Sept. 30, 2005, net revenues were
$393.3 million versus $395.6 million as restated for the nine
months ended September 30, 2004.  The Company reported net
earnings of $1.2 million for the nine months ended September 30,
2005 as compared to net earnings of $27.1 million as restated for
the comparable period last year.

EBITDA was $29.8 million for the third quarter ended Sept. 30,
2005, as compared to $36.5 million as restated for the same period
during 2004.  EBITDA was $76.1 million for the nine months ended
September 30, 2005, versus $131.0 million as restated for the nine
months ended September 30, 2004.

"We are pleased to report our third successive quarter of
increasing revenue, EBITDA and earnings," Philip L. Carter,
President and Chief Executive Officer, commented.  Strong selling
activity from our sales force overcame the normal seasonal summer
slowdown to produce sequential increases in our core oxygen
patient base for each month of the quarter.  Cash collections
remained steady with DSO's being 45 days at the end of September."

Rotech Healthcare Inc. is a leading provider of home respiratory
care and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary
diseases.  The Company provides its equipment and services in 48
states through approximately 475 operating centers, located
principally in non-urban markets.  The Company's local operating
centers ensure that patients receive individualized care, while
its nationwide coverage allows the Company to benefit from
significant operating efficiencies.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2005,
Standard & Poor's Ratings Services lowered its ratings on Orlando,
Florida-based home respiratory care and durable medical equipment
and services provider Rotech Healthcare Inc.  The corporate credit
rating was lowered to 'BB-' from 'BB'.  All ratings on the company
were removed from CreditWatch, where they were originally placed
with negative implications Dec. 12, 2003.  S&P said the outlook is
stable.


RURAL CELLULAR: Reports Preliminary Third Quarter 2005 Results
--------------------------------------------------------------
Rural Cellular Corporation (NASDAQ:RCCC) reported certain
preliminary financial and customer results for the third quarter
of 2005.

Reflecting a 65% increase in outcollect minutes during the
Company's third quarter 2005, roaming revenue increased
approximately 41% to $41.8 million as compared to the same period
last year.  Additionally, 85% of the Company's roaming minutes in
the third quarter came from next generation technology compared
to 72% during the second quarter of this year.  Outcollect roaming
yield was $0.13 per minute as compared to $0.16 last year at this
time.  Service revenue increased to $98.3 million as compared to
$97.1 million last year.  

Total revenue for the Company's third quarter increased 12% to
$148.3 million as compared to $132.4 million last year at this
time.  Depreciation and amortization and stock-based compensation
for the third quarter of 2005 were $24.5 million and $321,000,
respectively.  Operating income declined to $35.9 million as
compared to $40.2 million last year.

"This quarter's roaming revenue reflects the success of our
network efforts," Richard P. Ekstrand, president and chief
executive officer, said.  "We are particularly encouraged by our
improvement in this quarter's LSR, which increased to $51 compared
to $48 last year.  Given that our next generation launches in each
of our territories are behind us, we are beginning to see
improvements in service metrics which we believe will result in
improved retention going forward.  For 2006 we expect to see
continued strong growth in roaming MOUs, improved retention, and
higher positive free cash flow for the full year."

During the third quarter of 2005, total customers, including
wholesale, decreased by 12,151 and totaled 704,604 at the end of
the quarter and postpaid retention was 97.0%.

Total capital expenditures for the third quarter and year-to-date
were approximately $12.9 million and $77.5 million, respectively.
At Sept. 30, 2005, Rural Cellular had $35.8 million in cash and
cash equivalents.

As disclosed in previous filings, the Company has the option to
convert its Class T convertible preferred stock into common stock
when allowed under FCC cross-ownership rules.  Accordingly, on
Oct. 27, 2005, RCC converted all of its Class T convertible
preferred stock into 43,000 shares of Class A common stock and
105,940 shares of Class B common stock.

The Company anticipates drawing $58 million under its revolving
credit facility to ensure access to these funds.  As previously
disclosed, if six or more dividend payments are in arrears on its
11-3/8% Senior Exchangeable Preferred Stock, the Company may not
be able to incur additional indebtedness, including under its
revolving credit facility.

RCC plans to release final financial and operating results for
the third quarter and conduct its quarterly teleconference call
on Nov. 7, 2005.

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 15 states.

At June 30, 2005, Rural Cellular's balance sheet showed a  
$637,599,000 stockholders' deficit, compared to a $596,338,000  
deficit at Dec. 31, 2004.


SAKS INC: Spin-Off Plan Prompts S&P to Review Low-B Rating
----------------------------------------------------------
Standard & Poor's Ratings Services reported that its 'B+'
corporate credit rating on Birmingham, Alabama-based major upscale
department store retailer Saks Inc. would remain on CreditWatch
with developing implications.

This decision follows the company's announcement that it had
reached an agreement to sell its Northern Department Store Group
to The Bon-Ton Stores Inc. for $1.19 billion and that it would
probably distribute a substantial portion of the proceeds to its
shareholders through share repurchases, a special cash dividend,
or a combination of the two.  Saks Inc. has total rated debt of
$626 million.

"Although the company is effectively eliminating an important part
of its cash flow by selling this business, and proceeds will
probably be distributed to shareholders, the impact on credit
measures may only be slightly negative," said Standard & Poor's
credit analyst Gerard A. Hirschberg.

This reflects the July 2005 reduction in debt by nearly 50% when
Saks retired approximately $607 million of senior notes following
its sale of the Proffitt's/McRae's business.

After the sale of the Northern Department Store Group, the
company's remaining operations will consist of Saks Fifth Avenue
Enterprises, Parisian, and Club Libby Lu.  SFAE, consisting of 55
Saks Fifth Avenue stores, 50 Saks Off 5th stores, and saks.com,
generated 2004 revenues of approximately $2.7 billion.  Parisian,
a specialty department store chain, operates 40 stores in nine
states and generated 2004 revenues of approximately $700 million.
Club Libby Lu, a 56-unit specialty store chain catering to
"tweens," generated 2004 revenues of approximately $30 million.  
The company is currently exploring strategic alternatives for Club
Libby Lu.

"Depending on our assessment of the company's business profile,"
said Mr. Hirschberg, "which will take into account ongoing
operations, internal and external growth opportunities, and a
better understanding of Saks' future financial policy, ratings
could be affirmed, upgraded, or lowered."


SAKS INC: Fitch Shaves Sr. Unsec. Notes After Spin-off Agreement
----------------------------------------------------------------
Fitch Ratings has downgraded Saks Incorporated:

   -- Senior unsecured notes to 'B/R4' from 'B+/R3'.

Fitch has also affirmed these ratings for Saks:

   -- Issuer default rating 'B';
   -- $800 million secured bank facility 'BB/R1'.

Fitch has also removed Saks from Rating Watch Negative, where it
was placed on April 29, 2005.  The Rating Outlook is Negative.  
Saks had $633 million of senior unsecured notes and no bank debt
outstanding as of July 30, 2005.

The rating actions follow Saks' announcement that it has agreed to
sell its Northern Department Store Group to Bon-Ton for $1.1
billion.  The affirmation of the IDR considers Saks' narrow
business focus following this transaction and weak operating
results at the core Saks Fifth Avenue division offset in part by
SFA's internationally recognized luxury franchise and recent debt
reduction following the sale of the Southern Department Store
Group.

The downgrade of the senior unsecured notes and affirmation of the
secured bank facility are based upon Fitch's recovery analysis and
reflect a lower anticipated recovery for the senior unsecured
notes due to expected limited additional debt reduction and lower
operating cash flow as a result of the pending sale of the
Northern Department Stores.  The Negative Outlook considers the
possibility that efforts to turn around SFA's operating results
will take longer than anticipated.

The transaction is expected to close during the first quarter of
fiscal 2006, and Saks has indicated that a substantial portion of
the proceeds from the sale will be used for share repurchases
and/or a special dividend.  As a result, financial leverage is
expected to increase from 4.0 times as of July 30, 2005.

Saks completed the sale of its Southern Department Stores to Belk,
Inc. in July 2005, and continues to explore strategic alternatives
for its Club Libby Lu specialty retail business.  With the pending
sale of the Northern Department Store Group, Saks will have sold
businesses that represent slightly less than half of total
revenues, reducing the company's diversity and leaving it more
narrowly focused within the cyclical luxury segment.

Assuming Saks sells its Club Libby Lu specialty chain, its
remaining businesses will be SFA and Parisian, a higher end
department store chain located primarily in the southeast.  These
businesses that have lagged the rest of the company in terms of
profitability, and SFA in particular had a very challenging second
quarter resulting in an operating loss of $2 million in the first
half of 2005.

Comparable store sales grew 4.5% at the SFA segment in the eight
months ended September 2005, though this failed to translate into
wider operating margins due to poor inventory management that led
to larger markdowns.  While the outlook for the luxury retail
segment remains solid, Saks' future performance will depend upon
the success of its turnaround initiatives, including refining its
merchandise offerings, improving its inventory management and
enhancing service levels.


SANTANNA NATURAL: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Santanna Natural Gas Corporation
        d/b/a Santanna Energy Services
        6807 North Capital of Texas Highway, Suite 270
        Austin, Texas 78731-1716

Bankruptcy Case No.: 05-17775

Type of Business: The Debtor operates a natural gas
                  distribution company.

Chapter 11 Petition Date: October 13, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsels: Kell C. Mercer, Esq.
                   Patricia Baron Tomasco
                   Brown, McCarroll, L.L.P
                   111 Congress Avenue, Suite 1400
                   Austin, Texas 78701
                   Tel: (512) 479-9749
                   Fax: (512) 479-1101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
   Alltec Products, Inc.                              Unknown
   23422 Mill Creek Drive #225
   Laguna Hills, CA 92653

   Service Life & Casualty Insurance                  Unknown
   P.O. Box 26800
   Austin, Texas 78755

   Hindsdale Management Corp.                         Unknown
   21 Spinning Wheel Road
   Hindsdale, IL 60521

   Crowley Barrett & Karaba, Ltd.                     Unknown
   Two First National Plaza #20
   Chicago, IL 60603

   McLeod USA                                         Unknown
   P.O. Box 3243
   Milwaukee, WI 53201

   Great West Life & Annuity                          Unknown
   1775 Sherman Street #3000
   Milwaukee, WI 53201

   The Guardian                                       Unknown
   P.O. Box 51505
   Los Angeles, CA 90051

   Premium Assignment Corp.                           Unknown
   P.O. Box 3100
   Tallahassee, FL 32315

   XO                                                 Unknown
   8851 Sandy Parkway
   Sandy, UT 84070

   Sprint                                             Unknown
   P.O. Box 650270
   Dallas, TX 75265

   SBC                                                Unknown
   Saginaw, MI 48663

   Neopost                                            Unknown
   P.O. Box 45800
   San Francisco, CA 94145

   Nicor Gas                                          Unknown
   Attn: 632 Desk
   1844 Ferry Road
   Naperville, IL 60563

   North Shore Gas Company                            Unknown
   130 East Randolph, 23rd Floor
   Chicago, IL 60601

   Peoples Gas, Light & Coke Co.                      Unknown
   P.O. Box 81166
   Chicago, IL 60681

   Illinois Power                                     Unknown
   c/o First Tech
   125 North Franklin
   Decatur, IL 62523

   Detroit Edison                                     Unknown
   Payment Processing
   342 SCB
   Detroit, MI 48226

   Citicorp Vendor Finance Inc.                       Unknown         
   P.O. Box 7247-0322
   Philadelphia, PA 19170


STELCO INC: Selling Norambar, Stelfil & Stelwire to Mittal Canada
-----------------------------------------------------------------
Stelco Inc. (TSX:STE) has signed a Letter of Intent concerning the
sale of Norambar Inc., Stelfil Ltee and Stelwire Ltd. to Mittal
Canada Inc., a subsidiary of Mittal Steel Company N.V.

The transaction is subject to a number of conditions, including
the negotiation of a definitive agreement and the obtaining of
Court approval.  It is anticipated that, if all conditions are
satisfied as planned, the sale will close early in 2006.

The pursuit of the sale of these non-core assets was announced
previously and has been updated on numerous occasions throughout
Stelco's Court-supervised restructuring process.  The initiative
reflects Stelco's decision, as outlined in the four-point strategy
announced in July 2004, to focus on its core integrated steel
business.

"This marks an important step in the process of pursuing a
transaction that would be good for all concerned," Courtney Pratt,
Stelco President and Chief Executive Officer, said.  "We're
committed to working with Mittal to conclude a definitive
agreement as quickly as possible."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified    
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


STONERIDGE INC: Credit Measures Spur S&P to Affirm BB- Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Warren,
Ohio-based Stoneridge Inc. to negative from stable.  The ratings
on the company, including the 'BB-' corporate credit rating, were
affirmed.

Stoneridge designs and manufactures electrical and electronic
components and systems for the automotive markets.  
The company's products function in conjunction with a vehicle's
mechanical and electrical system to activate equipment and to
display and monitor vehicle performance.  Stoneridge had balance
sheet debt of $200 million at Oct. 1, 2005.

"The outlook revision reflects Standard & Poor's concerns about
Stoneridge's ability to maintain credit protection measures
consistent with the rating following the company's announcement
that 2005 earnings are expected to fall well short of prior
guidance," said Standard & Poor's credit analyst Nancy C. Messer.  
"Earnings fell short because of current internal operating issues
combined with external industry challenges."

For the 12 months ended Oct. 1, 2005, Stoneridge had         
lease-adjusted total debt to EBITDA of 3.5x and EBITDA interest
coverage of 2.5x.  Credit measures will fall below the level
expected for the ratings at year-end 2005 using management's
recent guidance, because the operating environment is expected to
remain challenging throughout the year.  Over the business cycle,
Standard & Poor's expects Stoneridge to achieve an average   
lease-adjusted total debt to EBITDA ratio of 3.5x and an EBITDA
interest coverage ratio of 3x.

Results in 2006 may improve, since Stoneridge will have completed,
by mid-2006, its plant consolidation program.  This will eliminate
restructuring costs and should also reduce inefficiencies, such as
overtime pay and scrap, that reduced 2005 EBITDA.

In addition, 2006 revenues should benefit from new business wins,
since the company's backlog of net new business has improved.

However, any substantial improvement in 2006 is subject to factors
out of management's control.  Light-vehicle automotive industry
conditions will be difficult.  Meanwhile, medium truck economics
may be softening after strong sales in the first half of 2005.  
Management also faces continuing high raw material costs and
pricing pressures.

The current ratings on Stoneridge reflect its weak business
profile and aggressive financial risk profile, including the
highly competitive and cyclical character of the company's end
markets.  The relatively diverse character of these end markets,
however, can soften the negative effect on revenue when an adverse
trend affects any one market.

The light-vehicle original equipment market provides about 46% of
the company's revenues, the medium-duty truck market about 35%,
the heavy-duty truck market about 7%, and the off-road-vehicle
market and other areas about 12%.

Also, Stoneridge has a somewhat more diverse customer base than
the broader auto supplier group, which lessens financial
volatility.  The three Detroit-based automotive original equipment
manufacturers provide about 39% of revenues, and the largest
single customer provides 21%.  The company faces a number of
different competitors in the various markets in which it
participates.


STRUCTURED ASSET: Fitch Retains Junk Rating on Class B5-I Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed 13 and upgraded four classes of
Structured Asset Securities Corp. residential mortgage-backed
certificates:

   Series 2001-8A

     -- Classes 1A, 2A, 3A affirmed at 'AAA';
     -- Classes B1-I, B1-IX affirmed at 'AAA';
     -- Class B2-I affirmed at 'AAA';
     -- Class B3-I affirmed at 'A+';
     -- Class B4-I affirmed at 'BB-';
     -- Class B5-I remains at 'C'.

   Series 2002-5A

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AA' from 'A+';
     -- Class B3 upgraded to 'A' from 'BBB+';
     -- Class B4 upgraded to 'BBB' from 'BB';
     -- Class B5 upgraded to 'BB' from 'B'.

   Series 2003-14 Pools 1 & 2

     -- Classes 1A, 2A affirmed at 'AAA'.

   Series 2003-14 Pool 3

     -- Class 3A affirmed at 'AAA'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $422.76 million of certificates.

The upgrades of series 2002-5A reflect an improvement in the
relationship of CE to future loss expectations and affect $6.36
million of certificates.  Currently, the classes B2, B3, B4, and
B5 are benefiting from 6.69%, 4.11%, 2.48%, and 1.31% CE in the
form of subordination.

The above deals have pool factors ranging from only 2% to 50%.

The underlying collateral consists of conventional, fixed rate and
adjustable, fully amortizing residential mortgage loans extended
to prime/AltA borrowers.  The mortgage loans are master serviced
by Aurora Loan Services, Inc., which is rated 'RMS2+' by Fitch.

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


TFS ELECTRONIC: Hires Mehaffy Weber as Special Litigation Counsel
-----------------------------------------------------------------
TFS Electronic Manufacturing Services, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Arizona to retain Mehaffy Weber, P.C., as its special litigation
counsel.

Mehaffy Weber will represent the Debtor in certain causes of
action, including litigation against Top Search and any other
parties involved in the Top Search/Avocent transactions, the
product failures, and the repercussions including lost profit and
disparagement.

The Firm will be compensated on a contingency basis, plus
reimbursement of actual expenses incurred.  Mehaffy will retain
45% of any assets or economic value recovered.  Mehaffy will
receive no payment or reimbursement of expenses if there is no
recovery.

To the best of the Debtor's knowledge, the Firm does not hold any
interest adverse to the Debtor, its estate or its creditors.

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.


THAXTON GROUP: Court Sets Admin. Claims Bar Date on December 16
---------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware set Dec. 16, 2005, at 4:00 p.m., as the
deadline for all creditors owed money by The Thaxton Group, Inc.,
and its debtor-affiliates on account of administrative expense
claims arising from Oct. 17, 2003, through Nov. 30, 2005, to file
their proofs of claim.

Administrative claimants must file written proofs of claim on or
before the Dec. 16 administrative claims bar date and those forms
must be delivered by mail to

          Bankruptcy Services LLC
          Attn: The Thaxton Group, Inc., et al.
          Claims Processing
          P.O. Box 5011, FDR Station
          New York, New York 10150-5011

or by hand or overnight courier to

          Bankruptcy Services LLC
          Attn: The Thaxton Group, Inc., et al.
          Claims Processing
          757 Third Avenue, 3rd Floor
          New York, New York 10017

The claims agent will not accept administrative expense payment
request sent by e-mail or fax.

Entities not required to file proofs of claim are:

     a) those that have already filed with the Court;

     b) those whose administrative claims against the Debtors have
        previously been granted by Court order.

     c) professionals approved by the Court to represent the
        Debtors or the Creditor's Committee or members who are
        Currently providing services to the estate;

     d) those whose administrative claims have already been paid;

     e) those with administrative claims arising on or after
        Dec. 1, 2005; and

     f) those with administrative claims arising or related to the
        Third Amended and Restated Loan and Security Agreement
        dated April 4, 2004, between the Debtors and Finova
        Capital Corporation;  

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


TIMELINE INC: Makes Several Revisions to Fiscal 2005 Annual Report
------------------------------------------------------------------
Timeline Inc. delivered an amended annual report on Form 10-KSB/A
for the fiscal year ended March 31, 2005, to the Securities and
Exchange Commission on Oct. 25, 2005.

The Company revised its annual report for fiscal year 2005 to:

    a) include the audit report and consent of KPMG, LLP, its
       prior independent registered public accounting firm, with
       respect to the fiscal year ended March 31, 2004; and

    b) add disclosure with respect to the change in the Company's
       independent registered public accounting firm during fiscal
       2005;

The amended annual report also includes revisions or additions in
disclosures and discussions about:

    a) the Consolidated Statement of Shareholders' Equity and
       Comprehensive Loss to include comprehensive loss totals for
       fiscal year 2004, consistent with the presentation and
       disclosure in the as-filed 10-KSB for fiscal 2004.  Similar
       totals were added for fiscal 2005;

    b) the consolidated Statements of Cash Flows for fiscal 2005
       to place "line of credit borrowings and repayments" under
       financing activities rather than investing activities;

    c) Note 2, Marketable Securities, to include disclosures made
       in the as-filed 10-KSB for fiscal 2004 regarding marketable  
       securities held in Sagent Technology, Inc;

    d) Shareholders' Equity to be consistent with the presentation
       and disclosures in the as-filed 10-KSB for fiscal 2004;

    e) Related Party Transactions, to be consistent with the
       disclosure in the as-filed 10-KSB for fiscal 2004; and

    f) the Company's Line of Credit.

                 Fiscal Year 2005 Results

Timeline reported a $475,593 net loss on $3,531,209 of revenues
for the fiscal year ended March 31, 2005, compared to $22,324 of
net income on $5,441,242 of revenues in the prior year.  As of
March 31, 2005, the Company had accumulated deficit of
approximately $10,442,000.

The Company's balance sheet showed $1,249,392 of assets at
March 31, 2005, and liabilities totaling $1,190,873.  Balances of
the Company's cash and cash equivalents at March 31, 2005 stood at
approximately $162,000 compared to $511,000 at March 31, 2004.  
The decrease in cash and cash equivalents was primarily the result
of operating losses incurred during the year.

Management has indicated that Timeline's current cash and cash
equivalents, and any net cash provided by operations, may not be
sufficient to meet anticipated cash needs for working capital and
capital expenditures through fiscal 2006.

              Change in Independent Accountants

Williams & Webster PS replaced KPMG as Timeline's independent
accountant after KPMG completed and filed the Company's proxy
statement for the fiscal year ended March 31, 2004.  

Williams & Webster commenced its engagement with its review of
Timeline's financial statements for the quarter ended June 30,
2004.  The change in independent registered public accounting
firms was made subsequent to the filing of the Company's Annual
Report on Form 10-KSB for the year ended March 31, 2004.

                   Going Concern Doubt

Williams & Webster expressed substantial doubt about Timeline's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended March 31,
2005.  The auditing firm pointed to the Company's recurring losses
from operations and accumulated deficit at March 31, 2005.

The Company's previous independent accountant, KPMG, LLP, also
raised substantial doubt about the Company's ability to continue
as a going concern after its review of the Company's financial
records for fiscal year 2004.

                      About Timeline

Timeline -- http://www.timeline.com/-- develops, markets and  
supports proven, Microsoft Windows-based financial management
reporting software suitable for complex applications such as those
found in medium to large, multinational corporations.

WorkWise Software, Inc. -- http://www.workwise.com/-- a  
subsidiary of Timeline, provides event-based notifications,
application integration and process automation systems to the mid-
market.  The WorkWise solutions are exclusively available through
authorized OEM and Reseller Business Partners.

Analyst Financials Ltd., a London-based subsidiary of Timeline,
markets, licenses and provides consulting for Timeline Analyst
products in Europe and Africa.

Timeline entered into a non-binding letter of intent in May 2005,
and as revised in June 2005, for the potential sale of its
software licensing business.  If Timeline completes both
transactions, it will have sold its software licensing business,
but it will continue to own its patents.


TUNICA-BILOXI GAMING: S&P Puts B+ Rating on $150-Mil Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
Tunica-Biloxi Gaming Authority's proposed $150 million senior
notes due 2015.  Proceeds from the proposed note issue will be
used to refinance existing debt, pre-fund expansion capital
spending, and for fees and expenses.
    
A 'B+' issuer credit rating was also assigned to the Marksville,
Louisiana-based casino operator.  The outlook is stable.

The ratings on the TBGA reflect its dependence upon a single
casino -- the Paragon Casino Resort -- competitive market
conditions, uncertainty surrounding the depth of the central
Louisiana market in which Paragon operates, construction and
disruption risks associated with its planned expansion project,
and unstable operating results over the past several years.  

Still, Paragon benefits from limited direct competition within 50
miles, the potential exists for EBITDA growth post-expansion, and
pro forma credit measures provide cushion within the rating
against larger-than-expected construction disruption and/or
competitive pressures.

TBGA, an unincorporated governmental agency and instrumentality of
the Tunica-Biloxi Tribe of Louisiana, was created in October 2005
to operate Paragon for the Tribe.  The Tunica-Biloxi Tribe is one
of three federally recognized Native American tribes operating
gaming establishments in Louisiana.

The Tribe's compact with the State was entered into in November
1992 and amended and extended in 2001.  The current compact has a
seven-year term and is due to expire in October 2008.  However,
the compact will be automatically extended for additional    
seven-year terms unless either the Tribe or State provides written
notice of non-renewal not less than 180 days prior to the
expiration date.

The TBGA does not publicly disclose its financial statements.  
"While we expect that some construction disruption will occur
during the TBGA's expansion project, credit measures are still
likely to remain in line with the rating category throughout this
period," said Standard & Poor's credit analyst Michael Scerbo.


UAL CORP: U.S. Bank Demands Aircraft Administrative Claims Payment
------------------------------------------------------------------
U.S. Bank, as Indenture Trustee, asks the U.S. Bankruptcy Court
for the Northern District of Illinois to allow and compel payment
of administrative expense claims related to the Debtors'
postpetition use of aircraft with Tail Nos. N316UA and N317UA.  
Alternatively, U.S. Bank asks the Court to compel the Debtors to
compensate it for lack of adequate protection.

On February 6, 2003, U.S. Bank was instructed by the
Certificateholders with respect to the Aircraft to enter into
Section 1110(b) Stipulations with United Air Lines, Inc.  The
Stipulations extended the Debtors' deadline to make a Section
1110 election.  In exchange, the Debtors promised to make monthly
payments to the Certificateholders to defray maintenance expense
if the leases were rejected and the aircraft were not maintained.

Later, the Debtors and the Certificateholders negotiated Term
Sheets to restructure the aircraft lease obligations.  On
July 26, 2004, the Term Sheets expired.  In the summer of 2004,
the Debtors sought to change the Term Sheets at the expense of
the Certificateholders by extending the leases at below market
rates.  After the Certificateholders refused, the Debtors
rejected the leases and returned the aircraft on September 17,
2004.

As a result, U.S. Bank seeks allowance and immediate payment of
administrative expenses for:

   1) rent due under the leases accruing from the 60th day
      postpetition to the rejection date;

   2) breaches of return conditions under the leases; and

   3) maintenance expenses from the petition to the rejection
      date, or adequate protection.

In the alternative, and only if the expired Terms Sheets remain
in effect, U.S. Bank seeks administrative claims in compliance
with the Term Sheets.

Richard Hiersteiner, Esq., at Palmer & Dodge, in Boston,
Massachusetts, notes that before rejecting the leases, the
Debtors enjoyed the benefits of possession and use of the
aircraft, either through active commercial service, as spare
aircraft or engines, or through use of other parts.  Having
used and operated the aircraft postpetition, the Court should
compel the Debtors to compensate U.S. Bank on behalf of the
Certificateholders.

                         Debtors Object

"U.S. Bank's present attempt to mask the taste of old wine by
placing it in a new bottle does it no good.  The wine still
tastes like vinegar," James J. Mazza, Jr., Esq., at Kirkland &
Ellis, in Chicago, Illinois, tells Judge Wedoff.

Mr. Mazza points out that U.S. Bank is only entitled to
compensation for the Debtors' postpetition use of the aircraft at
the $85,000 per month rate set forth in the Term Sheets.  In
addition, the Debtors have already paid U.S. Bank $2,340,000 for
postpetition use of the aircraft.

Mr. Mazza argues that U.S. Bank wants to "wiggle out of the Term
Sheet rate" because the Debtors allegedly breached the covenant
of good faith and fair dealing by not entering into new leases
for the aircraft.  However, "U.S. Bank's reliance on the covenant
of good faith and fair dealing is misplaced," he adds.

The Term Sheets provided for payment of $85,000 per month so that
the Debtors were not obligated to enter into new leases.

U.S. Bank had the right to repossess the aircraft 60 days after
the Petition Date.  U.S. Bank, however, voluntarily decided to
rent the aircraft to the Debtors for $65,000 per month.  This
transaction does not entitle U.S. Bank to the contract rate
payment, Mr. Mazza notes.

U.S. Bank should receive the fair market rate for the Debtors'
postpetition use of the aircraft, which equals $85,000 per month.

              Committee Supports Debtors' Arguments

On behalf of the Official Committee of Unsecured Creditors,
Fruman Jacobson, Esq., at Sonnenschein, Nath & Rosenthal, in
Chicago, Illinois, tells Judge Wedoff that U.S. Bank's arguments
have already been raised with respect to other aircraft.  As in
the past, U.S. Bank has failed to include facts that support the
requested payment of various administrative costs.  The legal
theories proffered by U.S. Bank have already been briefed, and
some have been used to refute U.S. Bank's positions.  Mr.
Jacobson says that these rulings are the law of the case and
should be used to dismiss U.S. Bank's bases for administrative
allowance.

Mr. Jacobson contends that the Term Sheets are valid and binding
contracts.  Pursuant to the Term Sheets, U.S. Bank waived rights
to further administrative claims for use of the aircraft.

A contract consists of:

   (a) an offer,
   (b) an acceptance, and
   (c) a consideration.

According to Mr. Jacobson, the Debtors offered to pay a certain
rate for use of the aircraft, which was accepted by U.S. Bank's
execution of the Term Sheets.  U.S. Bank received consideration
in the form of rent and an agreement by the Debtors to not
abandon the Aircraft or reject the leases.

Therefore, the agreement is complete and nothing outside the
contract may be considered in determining its meaning.

                        U.S. Bank Responds

According to Jeanne P. Darcey, Esq., at Palmer & Dodge, LLP, the
Debtors admit that they owe U.S. Bank some amount for
administrative expense claims.  The Court then must decide how
much the Debtors should pay to discharge the administrative
claims.  The Debtors want to pay the difference between the
amount due under the Term Sheets and the amount paid pursuant to
the Section 1110(b) Stipulations.  Ms. Darcey asserts that the
amount is inadequate.

The Debtors allege that certain payments should be applied to
aircraft rent and that the $85,000 monthly payments provide full
settlement of any administrative expense claims.  However, Ms.
Darcey relates that the Term Sheets make no such reference.  The
$85,000 per month is an additional obligation of the Debtors
related to the administrative expense claims.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the             
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIFLEX INC: Confirmation Hearing on Amended Plan Set for Nov. 8
----------------------------------------------------------------          
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing at 9:30 a.m., on
November 8, 2005, to consider confirmation for the Amended Joint
Plan of Liquidation filed by UFI Liquidating Corporation, aka
Uniflex Inc.

Judge Walrath approved the adequacy of the Debtor's Disclosure
Statement explaining the Amended Joint Plan on Sept. 26, 2005.

              Summary of the Amended Joint Plan

The Official Committee of Unsecured Creditors will designate the
Liquidating Trust Trustee pursuant to the terms of Liquidating
Trust Agreement.  On or after the Effective Date of the Plan, all
of the Debtor's Cash and Assets, including but not limited to
Causes of Action will be transferred to the Liquidating Trust for
liquidation and distribution in accordance with the terms of the
Plan and the Liquidating Trust Agreement.

Proceeds of the Liquidating Trust will be distributed to holders
of Allowed Claims in accordance with the terms of the Plan and the
priority of claims provisions of the Bankruptcy Code.  The Post-
Confirmation Debtor will be dissolved as soon as practicable after
the final distributions under the Plan are made.

               Treatment of Claims and Interests

The Plan groups claims and interests into four classes.

Unimpaired Claims consist of:

  1) Other Priority Claims, which will be paid in full in Cash,
     without interest, in their respective order of priority
     pursuant to Section 507 of the Bankruptcy Code, on the later
     of the Effective Date or the date on which those Claims
     become an Allowed Claims.  The legal, contractual and
     equitable rights of each Allowed Other Priority Claims will
     be left unaltered; and

  2) Miscellaneous Secured Claims, which will receive either:

     a) the return of the collateral securing those Claims, or

     b) the net proceeds from the disposition of the collateral
        securing those Claims without representation or warranty
        by or recourse against the Debtor or the Post-Confirmation
        Debtor, or

     c) other treatment that will be agreed to between the holders
        of Miscellaneous Secured Claims and the Debtor or the
        Liquidating Trustee acting behalf of the Post-Confirmation
        Debtor.

Impaired Claims consist of:

  1) General Unsecured Claims, which will receive their Pro Rata
     share of:

     a) the Cash on hand on the Effective Date after payment of
        Allowed Administrative Claims, Priority Tax Claims,
        Priority Claims in Class 1 and any claims in Class 2,

     b) the Proceeds of Avoidance Actions, if any, and the
        Proceeds of Causes of Actions, if any,

     c) the remaining Proceeds of the Litigation Reserve,

     d) the Proceeds of any remaining property, including but not
        limited to the Liquidating Trust Expense Reserve,
        exclusive of any reserves established by the Liquidating
        Trust Trustee for Disputed Claims, and with respect to (a)
        through (c) above, less the Liquidating Trust Expenses;
        and

  2) Interests, which will receive no distributions and on the
     Effective Date, all Interests will be cancelled, null and
     void and of no force and effect.

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

     http://www.researcharchives.com/bin/download?id=051102024826

Headquartered in Hicksville, New York, Uniflex, Inc., dba UFI
Liquidating Corporation -- http://www.uniflexbags.com/-- makes  
custom-printed plastic bags and other plastic packaging for
promotions and advertising.  The Company filed for chapter 11
protection on June 24, 2004 (Bank. Del. Case No. 04-11852).  Peter
C. Hughes, Esq., at Dilworth Paxson LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated debts and assets of $10 million
to $50 million.


UNIFLEX INC: Wants Court to Okay Settlement With Security Mutual
----------------------------------------------------------------          
UFI Liquidating Corporation, aka Uniflex Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to approve its
Settlement Agreement with Security Mutual Life Insurance Company
of New York.

The Debtor explains that prior to its Petition Date, Security
Mutual issued three life insurance policies owned by the Debtor.  
The insurance policies are Policy Number 001073 insuring the life
of Warner J. Hueman, Policy Number 001073579 insuring the life of
Herbert Barry, and Policy Number 000985996 insuring the life of
Erich Vetter.

Prior to the Petition Date, the Debtor borrowed funds from
Security Mutual as allowed by the terms of the three insurance
Policies, and the Cash Values of each of the Policies secured
those loans.

The loan balances and the Cash Values of each of the Policies are:

                  Cash Value        Loan Amount     As of Date
                  ----------        -----------     ----------   
Heuman Policy     $107,705.37       $110,362.95      04/26/05
Barry Policy       $77,441.51        $79,447.12      05/13/05
Vetter Policy     $389,644.65       $413,981.61      09/01/05

Pursuant to the terms of the Policies, in the event there is
insufficient Cash Value to pay the amounts due under the loans,
the Policies are subject to termination upon notice to the Debtor.

As shown by the table, the loan amounts of each of the three
Policies have exceeded the Cash Values so that each of the
Policies is subject to termination.  Additionally, Security Mutual
has received notice of Mr. Vetter's death and its records indicate
that the Debtor is the designated beneficiary under the Vetter
Policy.

The Debtor has reviewed each of the three Policies and determined
that it is in the best interest of its estate to allow Security
Mutual to terminate the Heuman and Barry Policy and to cooperate
with Security Mutual to process the claim for benefits under the
Vetter Policy so that the net proceeds of that Policy may be paid
to the Debtor's estate.

The Debtor and Security Mutual eventually entered into the
Settlement Agreement, which provides that Security Mutual will be
granted relief from the stay to terminate the Barry and Heuman
Policy.  

The Settlement also provides that upon completion of the necessary
documentation, Security Mutual will pay the Debtor, on account of
the Vetter Policy, the sum of $190,505.28 plus interest at the
rate of 3.5% per annum from the date of Mr. Vetter's death to the
date of payment.

The Debtor tells the Court that the Settlement is in the best
interest of its creditors and other interested parties.  The
Settlement should therefore be approved because it represents the
Debtor's best opportunity to resolve the issues with Security
Mutual while avoiding the unnecessary costs and inconvenience
associated with litigation.

The Court will convene a hearing at 9:30 a.m., on Nov. 8, 2005, to
consider the Debtor's request.

Headquartered in Hicksville, New York, Uniflex, Inc., dba UFI
Liquidating Corporation -- http://www.uniflexbags.com/-- makes  
custom-printed plastic bags and other plastic packaging for
promotions and advertising.  The Company filed for chapter 11
protection on June 24, 2004 (Bank. Del. Case No. 04-11852).  Peter
C. Hughes, Esq., at Dilworth Paxson LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated debts and assets of $10 million
to $50 million.


WCI STEEL: Secured Noteholders Want $183 Million Allowed Claim
--------------------------------------------------------------
Wilmington Trust Company, as indenture trustee for $300 million of
10% Senior Secured Notes and certain lenders holding more than
$226 million of the Secured Notes, asks the U.S. Bankruptcy Court
for the Northern District of Ohio, Eastern Division, to allow the
Secured Noteholders' claim in the amount of $183 million.

Currently, two reorganization plans are on the table for creditors
to vote on.  

Under WCI's Plan, Secured Noteholders' claims will allowed be for
$93 million.  The Noteholders don't want that.  In their own Plan,
the Noteholders will have a secured claim of $183 million.

A joint confirmation hearing on the competing plans is scheduled
on Nov. 14, 2005.  The competing parties each intend to offer
expert testimony in connection with the valuation of the
Noteholders' claim.

The Noteholders urge the Court to declare the $183 million claim
as allowed in order to avoid spending substantial amounts of time,
energy and resources grappling with the proper valuation of their
claim during the confirmation hearing.

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WHITEHALL JEWELLERS: Posts $24.1 Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Whitehall Jewellers, Inc. reported financial results for the
second quarter ended July 31, 2005.

Net sales for the quarter ended July 31, 2005 decreased 5.4% to
$68.4 million compared to $72.3 million in the second quarter last
year.  Comparable store sales decreased 6.2% in the second quarter
compared to a decrease of 0.6% last year.

For the quarter ended July 31, 2005, the Company posted a net loss
of $24.1 million compared to a net loss of $3.2 million for the
same period a year ago.  The Company's second quarter 2005
operating loss, excluding non-cash charges of $5.7 million for
goodwill impairment and $3.1 million for long-lived asset
impairment, totaled $8.0 million compared to an operating loss of
$4.6 million for the same period last year.  In addition, during
the second quarter of fiscal year 2005, the company recorded a
full valuation allowance of $13.5 million against all of its
deferred tax assets.

For the six-month period ended July 31, 2005, the Company reported
net sales of $139.4 million compared to $145.3 million last year.
Comparable store sales decreased 5.0% in the six-month period
ended July 31, 2005.  Net loss was $29.0 million versus a net loss
of $6.9 million for the same period a year ago.  Operating loss
for the six-month period ended July 31, 2005, excluding non-cash
charges of $5.7 million for goodwill impairment and $3.1 million
for long-lived asset impairment, totaled $14.4 million compared to
a $10.0 million loss for the same period last year.

Mr. Daniel Levy, Director and interim Chief Executive Officer of
the Company commented, "While second quarter results were
unsatisfactory, the Company has addressed the critical issue of
liquidity through the capital investment by Prentice Capital and
Holtzman.  The Company is appreciative of the strong support of
the Company's banks and the trade vendor community.  Thanks to
their support the Company is receiving timely delivery of our
holiday merchandise needs."

                        NYSE Delisting

On Oct. 17, 2005, the Company received notification from the New
York Stock Exchange that the Company was not in compliance with
the NYSE continued listing standards because its average market
capitalization had been less than $25 million over a consecutive
30 trading-day period.  The Company's common stock was delisted
from the NYSE at the close of the market on Oct. 27, 2005.  The
Company's stock is currently being quoted on the OTC Pink Sheets
under the jwlr.pk symbol.

As previously reported in the Troubled Company Reporter, Whitehall
Jewellers, Inc. reported that the Company received a proposal from
Newcastle Partners, L.P.  The proposal, which is subject to a
number of conditions and definitive documentation, expresses
Newcastle's willingness to offer $1.10 per share in cash by merger
or otherwise and cash out warrants and in-the-money options based
on that price.  Under the proposal, Newcastle would pay off the
Company's recent bridge loan.  Newcastle expects to obtain a
commitment to replace the Company's senior credit facility or
obtain consents from the Company's senior lenders.  A copy of the
proposal letter is contained in an amendment to Newcastle's
Schedule 13D filed electronically with the Securities and Exchange
Commission.

The Company has determined that, with the advice of its financial
advisors and counsel, from the information provided in the
Newcastle letter, it cannot conclude that the proposal is
reasonably likely to result in a Superior Proposal, within the
meaning of the exclusivity provision of the Securities Purchase
Agreement dated as of October 3, 2005.

Whitehall Jewellers, Inc. is a national specialty retailer of fine
jewelry, operating 389 stores in 38 states.  The Company operates
stores in regional and super regional shopping malls under the
names Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros.
Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                        Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                      10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.


WHITEHALL JEWELLERS: Names Robert L. Baumgardner as New CEO
-----------------------------------------------------------
Whitehall Jewellers, Inc., (OTC:JWLR.PK) reported that Robert L.
Baumgardner, 59, has been hired as President and Chief Executive
Officer of the national fine jewelry retailer.  Mr. Baumgardner
plans to join Whitehall by Nov. 14, 2005.

Mr. Baumgardner is President of Little Switzerland, a wholly owned
subsidiary of Tiffany & Co. and formerly Senior Vice President of
Bailey Banks and Biddle a division of Zale Corporation.  Mr.
Daniel Levy, Director and interim Chief Executive Officer of the
Company, commented, "Bob possesses the seasoned leadership, drive
and experience that, in combination with the capital infusion
provided by Prentice Capital Management, L.P. and Holtzman
Opportunity Fund, Whitehall needs to build on the strengths of our
franchise.  We are extremely fortunate to attract Bob to lead our
organization."

Mr. Baumgardner commented "Whitehall has a long and successful
history in fine jewelry retailing.  With Whitehall I envision the
opportunity to forge a future of growth and profitability with its
valuable brand and its high quality real estate.  I also am
extremely pleased to be working with our new investors from
Prentice Capital and Holtzman."

As reported in the Troubled Company Reporter on Oct. 18, 2005, The
Board of Directors for Whitehall Jewellers, Inc. elected Daniel H.
Levy to serve as interim Chief Executive Officer, effective
immediately, while the Company conducted a search to find a
permanent Chief Executive Officer.  

Whitehall Jewellers, Inc. is a national specialty retailer of fine
jewelry, operating 389 stores in 38 states.  The Company operates
stores in regional and super regional shopping malls under the
names Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros.
Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                         Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                       10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.


WHITEHALL JEWELLERS: Plans to Shutter 77 Unprofitable Stores
------------------------------------------------------------
Whitehall Jewellers, Inc. reported that expects to close 77
unprofitable stores in the near term.  For the trailing 12 months
ended July 31, 2005, these stores posted store operating losses of
$5.1 million (i.e., revenues less direct merchandise cost,
personnel, rent, utilities and other store operating expenses, but
excluding corporate allocations other than for certain advertising
and regional supervisory costs).

The Company plans to run inventory liquidation sales at these
stores to generate cash flow from the inventory and close the
stores shortly after the upcoming holiday season.  Such sales will
require additional inventory valuation allowances.  It is
currently anticipated that such inventory allowances will be no
less than $14.0 million.  In connection with the store closings,
the Company will record a long-lived asset impairment charge of
$5.4 million, which equals the current net book value of the
assets at these closed stores during the third quarter of fiscal
year 2005.  The Company also is expecting to take a charge in the
fourth quarter for lease termination and other closing related
expenses, which may be material to the financial statements.

Mr. Daniel Levy, Director and interim Chief Executive Officer of
the Company, commented, "Closing unproductive stores is expected
to have three significant benefits.  First, we are eliminating
stores that lost $5.1 million over the last twelve months and were
a drain on cash flow.  Second, closing the stores will provide us
a vehicle to accelerate the liquidation of excess inventory for
additional cash flow that can be used for the purchase of more
core assortments.  Finally, the closings will permit management to
focus on improving the results of its remaining stores. We believe
that the Company's decision to close 77 unprofitable operations
will provide Bob and his team a strong foundation of stores with
attractive merchandise assortments.  This trimmed down store
platform, in combination with the new capital infused by Prentice
Capital and Holtzman, should provide a strong base for Bob to
begin his tenure."

Robert L. Baumgardner, newly hired as President and Chief
Executive Officer commented, "The steps the Company has taken to
infuse capital, close unproductive stores and liquidate non-core
inventory will permit me to focus on building a robust operation
with significant future opportunities."

Whitehall Jewellers, Inc. is a national specialty retailer of fine
jewelry, operating 389 stores in 38 states.  The Company operates
stores in regional and super regional shopping malls under the
names Whitehall Co. Jewellers, Lundstrom Jewelers and Marks Bros.
Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                        Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                      10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.


WINDSWEPT ENVIRONMENTAL: Files Amended Annual Report with SEC
-------------------------------------------------------------
Windswept Environmental Group, Inc., amended its annual report for
the year ending June 28, 2005, and delivered a Form 10-K/A to the
Securities and Exchange Commission on October 26, 2005.

The Company added information to its annual report about:

   * directors and executive officers;

   * executive compensation;

   * security ownership of certain beneficial owners and
     management and related stock matters; and

   * certain relationships and related transactions;

following its 2005 Annual Meeting of Stockholders.  

As reported in the Troubled Company Reporter on Oct. 18, 2005, the
Company reported $82,441 pf net income compared to a
$3,535,000 net loss for the fiscal year ended June 29, 2004.

The Company's balance sheet showed $10,056,538 of assets at
June 28, 2005, and liabilities totaling $10,840,052, causing a
$783,514 stockholders' deficit.  As of June 28, 2005, the Company
had an accumulated deficit of approximately $636,800.

A full-text copy of the Form 10-K/A is available for free at
http://ResearchArchives.com/t/s?2b6

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc., --
http://www.tradewindsenvironmental.com/-- provides a full array   
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.


WORLD HEALTH: Inks Standstill Agreement with Palisades Master Fund
------------------------------------------------------------------
World Health Alternatives, Inc., and Palisades Master Fund LLP
dismissed the pending litigation against the Company with
prejudice in exchange for a note for $8,040,879 pursuant to a
standstill agreement dated Oct. 24, 2005.  The agreement includes
an acknowledgment by the Company that Palisades is the holder of
5,882 shares of valid issued and outstanding Series A Preferred
Stock of the Company.

The note bears interest at 12% and is payable on the earliest of
Jan. 20, 2006, or a termination event under the Standstill
Agreement.  Each party further agreed that it would not commence
or continue litigation with respect to the Series A Preferred and
certain other claims.  The Company agreed to pay a standstill fee
of $300,000 to Palisades, for the benefit of PEF, in the form of a
promissory note maturing on the earliest of Jan. 20, 2006, or
certain termination events.  

After the standstill period, interest will accrue on the principal
portion of the note at a rate of interest equal to 12%.

As previously reported in the Troubled Company Reporter, World
Health received a $4,000,000 bridge loan from Palisades, which was
due and payable on Aug. 31, 2005.  The Company also received a
$2,000,000 cash infusion on Aug. 24, 2005.  Palisades contended
that, along with two other investors, it purchased $22,038,000 in
convertible debentures and warrants on May 17, 2005.  Palisades
and its affiliate, PEF Advisors, Ltd., have filed suit against the
Company alleging breach of contract and conversion with respect to
these transactions.

                Convertible Notes in Default

On Sept. 19, 2005, the Company received a notice of default under
its Convertible Debentures and related warrants to purchase common
stock from Bristol Investment Fund, Ltd., due to alleged breaches
by the Company of the terms of the Debenture and Purchase
Agreement between the Company and Bristol.  Bristol demanded a
$6.29 million payment under the Debentures plus interest and any
costs of collection.

                   Forbearance Agreement

As reported in the Troubled Company Reporter on Sept. 28, the
Company and certain of its subsidiaries entered into an Amended
and Restated Forbearance and Modification Agreement, dated
as of Sept. 15, 2005, with CapitalSource Finance LLC.  
CapitalSource is the lender under the Company's Revolving Credit
Agreement dated as of Feb. 14, 2005.

Pursuant to the Revised Forbearance Agreement, CapitalSource has
agreed until Dec. 15, 2005, to forbear exercising its rights and
remedies under the Credit Agreement arising from the Company's
prior noncompliance with certain terms of the Credit Agreement.
The Revised Forbearance Agreement requires the Company to abide by
the terms of the Credit Agreement and to satisfy additional
requirements set forth in the Revised Forbearance Agreement.
The Company may request a 30-day extension to the Revised
Forbearance Agreement, if on Dec. 15, 2005, the Company is in full
compliance with the Revised Forbearance Agreement and otherwise
satisfies the additional requirements set forth in the Revised
Forbearance Agreement.

                 Turnaround Professionals

The Company has retained Alvarez & Marsal LLC early in September
2005 to work closely with the Company's board of directors and
management team to evaluate the business plan and strategic
capital structure of the organization.  In light with this
engagement, John Sercu has resumed his prior position of Chief
Operating Officer effective Sept. 15, 2005.

Scott Phillips, an A&M managing director, has been named chief
restructuring officer.  In addition, Dr. David Friend, an A&M
managing director with an extensive background as a physician
executive, has been named an executive officer.  The A&M team will
be responsible for reviewing and strengthening, where necessary,
the company's infrastructure, with a primary focus on banking and
financial areas.

                          New CFO

The Company appointed Martin McGahan as interim Chief Financial
Officer effective Oct. 1, 2005, pursuant to the previously
disclosed Letter Agreement between the Company and Alvarez &
Marsal, LLC, during the term of its engagement.

Martin McGahan, 39, has served as the interim Chief Financial
Officer of the Company since Oct. 1, 2005.  Mr. McGahan became a
Senior Director of Alvarez & Marsal, LLC in June, 2005.  Prior to
joining Alvarez and Marsal, LLC, from June, 2001 to November,
2004, Mr. McGahan served first as Chief Financial Officer and then
in January, 2004 as President and Chief Operating Officer of
HealthTronics Surgical Services, Inc., a provider of minimally
invasive urological services and medical devices.  From March,
2000 to June, 2001, Mr. McGahan acted as Director of HealthMarket,
Inc., a provider of health benefits and insurance.

Headquartered in Pittsburgh, Pa., World Health Alternatives, Inc.
(OTCBB:WHAIE) -- http://www.whstaff.com/-- is a premier medical
staffing company that provides medical, professional and
administrative staffing services to the healthcare industry.
The Company places its experienced personnel on a project,
temporary, permanent, or temporary-to-permanent basis.  These
options allow clients to control the expenses associated with new
staff while also giving them the unique opportunity to evaluate a
candidate's performance essentially risk-free.  The Company
provides services from locations in Birmingham, Ala., Mobile,
Ala., Roseville, Calif., Boca Raton, Fla., Sanford, Fla., Atlanta,
Ga., Danvers, Mass., Morrisville, N.C., Nashua, N.H., Cincinnati,
Ohio, Cleveland, Ohio, Portland, Ore., Murray, Utah, Bellevue,
Wash., and Seattle, Wash.


WORLDCOM INC: DJP&A Withdraws as Next Factors' Counsel of Record
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
October 12, 2005, Douglas J. Pick & Associates asked the U.S.
Bankruptcy Court for the Southern District of New York to grant it
leave to withdraw as counsel of record to Next Factors, Inc., in
WorldCom, Inc., and its debtor-affiliates' chapter 11 cases.  

Next Factors is engaged in the business of purchasing creditors'
claims in bankruptcy matters pending throughout the United States.

Douglas J. Pick, Esq., relates that at various times throughout
the pendency of the Debtors' bankruptcy cases, Next Factors has
held an interest in approximately 112 claims against the Debtors,
aggregating $793,798.  Virtually all of the claims held by Next
Factors were classified as Class 4 Convenience Claims under the
Plan.

In February 2005, Next Factors advised DJP&A that it would be
handling all discussions and other matters in connection with the
Claims Objections in-house.  Since that time, Mr. Pick maintains,
DJP&A's involvement in connection with the matter has been
substantially limited -- responding to inquiries by the Debtors'
professionals and advising them to contact Next Factors directly.

Mr. Pick tells Judge Gonzalez that during the time that it
performed services on Next Factors' behalf, DJP&A's invoices went
largely unpaid.  As a result, Next Factors owes DJP&A substantial
amounts for professional services rendered in connection with the
claims objection proceeding.

Accordingly, in May 2005, DJP&A informed Next Factors that it
would not continue to represent Next Factors unless Next Factors'
account was current.  Next Factors has since advised DJP&A that it
has no intention of paying the amounts owed, Mr. Pick says.   
Nonetheless, Next Factors has refused to consent to DJP&A's
withdrawal as its counsel, thus requiring DJP&A to seek the
Court's approval.

Mr. Pick asserts that DJP&A has demonstrated satisfactory cause to
be permitted to withdraw as counsel of record to Next Factors.

Over Next's objections, the Bankruptcy Court granted DJP&A's
motion.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Kennedy & Assoc. Wants Company to Produce Documents
-----------------------------------------------------------------
On August 4, 2004, Kennedy and Associates, Inc., filed a proof of
claim pertaining to an agreement with WorldCom, Inc., for services
related to consulting on and auditing of certain of
WorldCom's ERISA-governed benefit plans.  Kennedy asserts that the
Benefit Plans Consulting Services Agreement is an executory
contract and was assumed by WorldCom, Inc., and its debtor-
affiliates pursuant to their Modified Second Amended Joint Plan of
Reorganization.

WorldCom opposed Kennedy's Claim and argues that Kennedy was paid
for the work it did.  WorldCom also maintains that no executory
contract exists, or ever existed, between them.

Dean J. Polales, Esq., at Ungaretti & Harris LLP, in Chicago,
Illinois, relates that in connection with the dispute, Kennedy
served 83 document requests on WorldCom.  WorldCom's response was
initially due on April 25, 2005.  However, at WorldCom's request,
Kennedy extended the deadline for WorldCom to complete its
responses to the document requests through May 11, 2005.

Mr. Polales says that WorldCom still did not e-mail, fax or send
the responses to Kennedy's counsel by the May 11 Deadline.  
WorldCom's counsel came to the offices of Kennedy's counsel the
next day to take Patrick Kennedy's disposition.  Moreover,
WorldCom's counsel attested that the company's responses to the
Document Requests were mailed on May 11, 2005, via First Class
U.S. Mail.  Kennedy's counsel, however, received those responses
nearly two weeks later, on May 23, 2005.

According to Mr. Polales, the Responses consist, almost
exclusively, of objections, most of which appear to be
disingenuous and made in bad faith.  Also, in response to a number
of requests, WorldCom says that it is unfamiliar with terms common
to those familiar with employee benefit plans and plan assets,
especially their mismanagement and mistaken reporting.  WorldCom
also objects to the production of certain requested documents on
the basis that it disagrees with Kennedy's legal and factual
positions on the merits in the dispute.  
WorldCom asserts that the requested documents are irrelevant to
the matter.

Mr. Polales argues that WorldCom cannot contest Kennedy's Claim
and legal and factual positions and then deny Kennedy the right
provided to it by the Federal Rules of Civil Procedure and the
Federal Rules of Bankruptcy Procedure, to substantiate its
position.

On June 13, 2005, Kennedy's counsel conferred with WorldCom's
counsel in an effort to secure the requested documents without
court action.  Mr. Polales relates that at that time, it became
clear that WorldCom objected to many of the Document Requests
because it disagrees with Kennedy's interpretation of the
Contract.  Thus, rather than allow the U.S. Bankruptcy Court for
the Southern District of New York to decide which interpretation
of the Contract is correct, based on all of the relevant and
available evidence, WorldCom has already decided that its
interpretation, if any, is correct, and has decided to entertain
only those Document Requests that are in line with its
interpretation of the Contract.

It is hard to believe that WorldCom's objections are genuine or
that it has a good-faith belief that its objections are well
taken, Mr. Polales contends.  The more probable reason for
WorldCom's resistance to produce clearly relevant, and probably
damaging, documents is that it is aware of the severity of its
actions and inactions with respect to the employee benefit plans
and Plan Assets and has instructed its counsel to take all
necessary measures to ensure that the substantive information
contained in the documents remain undisclosed.

Mr. Polales states that the fact that WorldCom is fighting so hard
against Kennedy's Claim, even going to the extent of denying the
substantive work and findings supporting the claim and denying
knowledge and access to the most relevant and critical of
documents, is quite illuminating.  In 2000, WorldCom retained
Kennedy to audit its employee benefit plans in order to save the
company some money and ensure WorldCom's, its insurers' and its
brokers' compliance with their fiduciary duties in regard to
various benefit plans.  For several years, as an organization,
WorldCom worked closely with Kennedy in its endeavors and
contractual obligations.  Kennedy was an ally of the company,
helping it meet its fiduciary duty to ensure that its employee
benefit plans were being administered and billed properly.

As WorldCom, its agents, brokers and insurers know, and as
evidenced by the depth and breadth of knowledge of David and
Patrick Kennedy with respect to the company's benefit plans, as
well as the volume of documents the firm has amassed in the course
of its work for WorldCom, Kennedy performed ideally on behalf of
WorldCom, fighting various insurers and even certain WorldCom
employees who stood to be embarrassed by Kennedy's discoveries,
and who refused to cooperate with its audits.

Among other things, Kennedy's work included the review of Unum
Life Insurance Company of America's administration of a self-
insured Long-Term Disability plan from 1986 through 1994 of
Legacy MCI, the review of Hartford Life Insurance Companies'
administration of WorldCom's self-insured disability plans from
1995 through early 2003, the review of Hartford's administration
of the insured disability benefit plans from 1995 through July
2002, the review of the administration of the self-insured Health
Insurance Plans as well as the review of WorldCom's Medicare
Conversion Program of Allsup.  WorldCom had created Trusts for the
employee benefit plans to which its employees made contributions.  
Those plans and their assets would also benefit from Kennedy's
work.

Kennedy uncovered many instances and dollars of savings to which
WorldCom was entitled.  For some reason, WorldCom failed to follow
up on Kennedy's work to realize many of the identified savings,
preferring to keep those savings in the form of apparently
unbooked and undisclosed receivables.

Now, for some reason, Mr. Polales notes, WorldCom continues to
refuse to discharge its statutory and fiduciary duties with
respect to the ERISA-governed benefit plans to restore Plan Assets
rightfully belonging to WorldCom and its employees or former
employees.  Rather, WorldCom chooses to spend valuable resources
to attempt to prove that Kennedy's work amounted to nothing.

This time, the choice is a company-approved decision rather than
the result of a handful of employees who would rather not
cooperate with Kennedy's audits.  WorldCom even goes so far as to
take an absurd position with respect to its relationship with
Kennedy, agreeing that it employed the firm to audit its benefit
plans, but denying that it ever intended to or was obligated to
carry out its fiduciary duty to pursue the savings Kennedy
identified and to pay the firm for its work in that respect,
resulting in there being no purpose for Kennedy's employment and
WorldCom's past cooperation.

Mr. Polales believes that this position is untenable, and clearly
is a post hoc rationalization dreamed up for purposes of defeating
Kennedy's claim in the present litigation and to avoid any further
embarrassing disclosures of WorldCom's failure to protect Plan
Assets in accordance with its fiduciary duties to the plans.

Mr. Polales asserts that the contemporaneous evidence corroborates
Kennedy's position.  Evidence relating to the nature and scope of
the mal-administration of the benefit plans will go a long way to
show WorldCom's and its employees' motive in refusing to
acknowledge and pursue the various cost savings identified by
Kennedy's work.  WorldCom objects to many of
Kennedy's Document Requests on the basis that they are "unduly
burdensome."  Kennedy's findings in connection with its work for
WorldCom raise questions about the company's administration of its
ERISA-governed plans.

These questions include, among other things, the termination of a
VEBA Trust while there remained liabilities under that VEBA; use
of Plan Assets to pay Allsup under the Medicare Conversion
Program; and the failure to secure Plan Assets from UNUM on the
apparent basis of trading telecommunications business.  These
questions raise the issue of whether the fiduciaries of WorldCom
and its employees felt that their fiduciary duties and the
regulations governing their administration of the ERISA plans
themselves were unduly burdensome.  Mr. Polales says that if they
did feel that way, and such duties were not discharged, as
Kennedy believes is the case, then that would constitute a breach
of the Contract between Kennedy and WorldCom, giving rise to
Kennedy's entitlement to recover from WorldCom.

Mr. Polales tells Judge Gonzalez that the requested documents are
likely to uncover not only the bases to support Kennedy's Claim,
but also the reason for WorldCom's interesting decision to do
whatever it can, even file frivolous objections to discovery
requests, to keep the substance underlying Kennedy's Claim from
being known.  In addition to corroborating Kennedy's position with
respect to its scope of work and findings regarding savings to
which WorldCom is entitled, documents requested concerning the
Trust are likely to show that WorldCom terminated the VEBA Trust
in 1999 without board approval, in derogation of its fiduciary
duties and related regulations and laws under ERISA and the
Internal Revenue Code.  Documents concerning Trusts and related
benefit plans will likely show that Plan Assets, in amounts as
high as $8 million were unaccounted for by WorldCom and about
which WorldCom failed to do anything.  Other requested documents
concern the disposition of $4.8 million in reserves and the
unfunded self-insured LTD Benefit Plan.

On July 5, 2005, pursuant to Local Rule 7007-1(b), the Court
conducted a pre-motion conference and granted Kennedy leave to
file a request.  In addition to Kennedy's Document Requests, there
are a number of requests to which WorldCom attested that it has
already produced all responsive documents or no responsive
documents exist.  Because of WorldCom's novel approach to
discovery, Kennedy believes that even in those instances that
WorldCom does not expressly object, its responses are inaccurate
and incomplete, having first gone through WorldCom's filter of
"relevance."

Accordingly, Kennedy asks the Court to compel WorldCom to produce
documents responsive to the requests to which it expressly
objected and also compel WorldCom to produce documents in response
to the other Document Requests, without first using its contrived
"relevance" filter.

Alternatively, if WorldCom still takes the position that it has
already produced all responsive documents and that no responsive
documents exist, Kennedy asks the Court to direct WorldCom to
execute an Affidavit to that effect.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Proskauer Rose Names Scott Harshbarger as Counsel in Boston
-------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 700
lawyers in the U.S. and Europe, announced that former
Massachusetts Attorney General Scott Harshbarger has joined the
firm's Boston office as counsel.

With a wealth of experience as a trial lawyer, prosecutor,
regulator and public advocate, Mr. Harshbarger adds even greater
depth to Proskauer's Criminal Defense and Corporate Investigations
practice.

"Scott has had a distinguished career in both the public and
private sectors and is a significant addition to our growing
corporate practice, both in Boston and firm-wide.  His years of
experience serving in government and, more recently, working with
corporations involved in government and regulatory matters and
related crisis management will be invaluable in serving a wide
range of clients facing these high-stakes issue," said Proskauer
Chairman Allen I. Fagin.

Mr. Harshbarger was most recently a partner at Boston-based
Murphy, Hesse, Toomey & Lehane LLP, where he established the
firm's Strategic Litigation/Corporate Governance practice, working
with clients on matters involving fiduciary responsibility,
governmental and fraud investigations and the development of
governance programs.

"Since we opened our Boston office in 2004, we have experienced
phenomenal growth in all of our practice areas including private
equity, finance, intellectual property, litigation, and labor and
employment," said Steve Bauer, partner and head of Proskauer's
Boston office.  "Scott's reputation and experience working in
government and with the corporate community on government-related
issues is an invaluable addition and a foundation for further
growth."

Mr. Harshbarger served as Massachusetts Attorney General from 1991
to 1999.  During his tenure, he reformed and expanded the office
and gained national recognition as the first Attorney General in
the nation to use consumer protection laws to regulate handguns.
Mr. Harshbarger also led the effort to deregulate the energy
industry in Massachusetts as well as spearheaded initiatives in
the areas of public corruption, elder protection and white-collar
crime prosecution.  In addition, Mr. Harshbarger created the
Massachusetts Business Labor Protection Bureau to focus on workers
compensation, insurance fraud and fair labor practices
enforcement.

"Proskauer's international focus and deep and diverse range of
practice areas constitute a very compelling platform that fits
perfectly with my experience and background," said Mr.
Harshbarger.  "I look forward to working with this talented group
of attorneys in Boston and beyond."

Following his tenure as Attorney General, Mr. Harshbarger was a
visiting professor at Harvard Law School, his alma mater, and
served as President and CEO of Common Cause, where he led the
organization's reform and renewal.  Mr. Harshbarger has chaired
the Governor's Commission on Corrections Reform and continues to
chair the Department of Corrections Advisory Council and the
Public Employee Retirement Administration Commission, Reform
Initiatives Advisory Council.

Prior to becoming Attorney General, Mr. Harshbarger served for
eight years as District Attorney of Middlesex County.  Before
that, he was General Counsel of the Massachusetts State Ethics
Commission and Chief of the Public Protection Bureau in the office
of the Attorney General.  Earlier in his career, Mr. Harshbarger
served as Deputy Chief Counsel of the Massachusetts Defenders
Committee and Director of the Criminal Justice Project of the
Boston Lawyers' Committee for Civil Rights Under Law.

Upon graduating from Harvard College and Harvard University Law
School, Mr. Harshbarger joined Goodwin, Procter & Hoar as a trial
attorney.

Since opening in March of 2004, Proskauer's Boston office has
grown to over 60 attorneys, making it one of the 25 largest law
firms in Boston, and is now home to one of the country's top
private equity practices, representing over 100 venture capital
and private equity firms worldwide.  The office and firm also have
nationally-ranked corporate transactional, intellectual property,
litigation, and labor and employment practices.

                 About Proskauer Rose LLP

Proskauer Rose LLP -- http://www.proskauer.com/--, founded in  
1875, is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.

                          *********

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 ***