TCR_Public/051111.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, November 11, 2005, Vol. 9, No. 268

                          Headlines

114 TENTH AVENUE: Case Summary & 6 Largest Unsecured Creditors
A NOVO: Trustee Wants Until Dec. 31 to Object to Proofs of Claim
ALLIED HOLDINGS: McConnell Wants to Pursue Personal Injury Action
AMERICAN INT'L: Delays Third Quarter Results Due to Acctg. Errors
ANCHOR GLASS: U.S. Trustee Says No to Stichter as Panel Counsel

ANCHOR GLASS: Temple-Inland Wants a Decision on Supply Pact
ATA AIRLINES: Asks Court to Modify Asset Sale Procedures
ATA AIRLINES: GE Engine Can File Admin. Claims Until November 29
ATA HOLDINGS: Asks Court to OK $30MM MatlinPatterson DIP Financing
ATKINS NUTRITIONALS: Disclosure Hearing Moved to November 17

AURA SYSTEMS: U.S. Trustee Objects to Disclosure Statement
AVANEX CORP: Posts $16.9 Million Net Loss in FY 2005 First Quarter
AZABU BUILDINGS: Involuntary Chapter 11 Case Summary
BE AEROSPACE: Earns $10 Million of Net Income in Third Quarter
BIOLASE TECH: Posts $5.2 Million Net Loss in Third Quarter

BLOCKBUSTER INC: Incurs $491.4 Million Net Loss in Third Quarter
BLOCKBUSTER INC: Selling Non-Core Assets & Cutting Spending
BOSTON COMMUNICATIONS: Posts $40.6 Mil. Net Loss in Third Quarter
CABELA'S CREDIT: Fitch Rates $5.63 Million Class D Notes at BB+
CARMIKE CINEMAS: Earns $1.3 Million of Net Income in Third Quarter

CARRIER ACCESS: Posts $837,000 Net Loss in Third Quarter
CHURCH & DWIGHT: Earns $34.6 Million of Net Income in 3rd Quarter
CINCINNATI BELL: Balance Sheet Upside-Down by $705.1M at Sept. 30
CLEAN HARBORS: Debt Reduction Plans Prompt S&P's Positive Watch
COEUR D'ALENE: Earns $3.5 Million of Net Income in Third Quarter

CREDIT SUISSE: Fitch Places Low-B Ratings on $54.4 Mil. Certs.
CUMULUS MEDIA: Reports Third Quarter Financial Results
DELPHI CORP: Posts $788 Million Net Loss in Third Quarter
DELTA AIR: First Chicago & Banc One Seek Adequate Protection
DELTA AIR: Wants to Walk Away from Dallas-Fort Worth Leases

EAGLEPICHER HOLDINGS: Court Okays Additional Services of Deloitte
EASTMAN KODAK: Restated Financials Show $1.038 Billion Net Loss
EASYLINK SERVICES: Completes Corrections in Financial Statements
ELCOM INT'L: Sept. 30 Balance Sheet Upside-Down by $6 Million
EXIDE TECHNOLOGIES: Posts $33 Million Net Loss in Second Quarter

EXIDE TECHNOLOGIES: J. Timothy Gargaro Resigns as CFO
FLINTKOTE COMPANY: Court Approves $38MM Settlement with Insurers
GABRIEL COMMS: Moody's Withdraws B3 Corporate Family Rating
GARDEN STATE: Wants Until Jan. 6 to Make Lease-Related Decisions
GENERAL CABLE: Offers Cash Premiums for Conversion of Pref. Stock

GENERAL MOTORS: Fitch Shaves Senior Unsecured Debt Rating to B+
GENERAL MOTORS: Restating 2001 Financial Statements Due to Error
GINGISS GROUP: Ch. 7 Trustee Seeks Substantive Consolidation
GOLDSTAR EMERGENCY: Judge Bohm Grants Interim Access to Collateral
HARBOURVIEW CDO: Moody's Junks Rating on Class B Senior Notes

HARMONY MINNESOTA: S&P Cuts $8.2 Million Revenue Bond Rating to B
HOUSTON EXPLORATION: Sale Plan Cues S&P to Slice Rating to BB-
HOUSTON EXPLORATION: Moody's Affirms $175 Million Notes' B2 Rating
INTEGRATED HEALTH: National Union to Advance Fees for Angell Suit
INTEGRATED HEALTH: Wants Briarwood's Request for Payment Denied

IPIX CORPORATION: Posts $5.29 Million Net Loss in Third Quarter
JEAN COUTU: Moody's Lowers $850 Million Sr. Notes' Rating to Caa1
JOHNSONDIVERSEY: Moody's Junks $300 Million Sr. Notes' Rating
JOHNSONDIVERSEY HOLDINGS: S&P Rates Proposed $1B Sr. Loans at B+
LOUDEYE CORP: Posts $8.5 Million Net Loss in Third Quarter 2005

MAGSTAR TECH: Balance Sheet Upside-Down by $4.62 Mil. at Sept. 30
MAXICARE HEALTH: May File for Bankruptcy Due to Litigation Claims
MCLEODUSA INC: Sept. 30 Balance Sheet Upside-Down by $443.6 Mil.
MESABA AVIATION: Wants to Continue Incentive & Severance Plans
MESABA AVIATION: Wants Greene Espel as Counsel for Fairbrook Suit

METALFORMING TECH: Wants to Walk Away from 3 Real Estate Leases
METALS USA: S&P Assigns B- Rating to $275-Mil Senior Secured Notes
METALS USA: Moody's Rates Sec. Floating & Fixed Rate Notes at B3
MIRANT CORP: Equity Deficit Doubles to $2.82 Bil. in Nine Months
MORGAN STANLEY: Fitch Junks Rating on Class B-5 Certificates

NOMURA ASSET: Fitch Pares Rating on Class B-3 Certificates to BB
NORTHWESTERN CORP: Earns $8.8 Mil. of Net Income in Third Quarter
OAKWOOD HOMES: Fitch Junks Class B-1 Transaction
OMEGA HEALTHCARE: Discloses New Investments Totaling $74.5 Million
OPTINREALBIG.COM: Wants Plan Filing Period Stretched to Dec. 30

ORGANIZED LIVING: Plan Confirmation Hearing Set for December 6
ORGANIZED LIVING: Will Auction Trademarks on November 17
O'SULLIVAN INDUSTRIES: U.S. Trustee Will Meet Creditors on Dec. 1
O'SULLIVAN INDUSTRIES: Asks Court to Approve Disclosure Statement
O'SULLIVAN IND: Wants Uniform Balloting Procedures Established

PACIFIC MAGTRON: Sells Milpitas Property for $4.9 Million
PINNOAK RESOURCES: Moody's Rates Proposed $175MM Sec. Loans at B3
READY MIXED: Moody's Affirms $150 Million Sub. Notes' Caa1 Rating
RECYCLED PAPER: Moody's Rates $87 Million Loan Facility at Caa1
REFCO INC: Court Approves Refco LLC Sale to Man Financial

RESIDENTIAL ACCREDIT: Fitch Holds Junk Rating on Class B-2 Certs.
ROMACORP INC: Wants to Use $2.05 Million GECFFC Cash Collateral
ROMACORP INC: Wants to Hire Robert Gary as Accounting Consultant
ROTECH HEALTHCARE: Growth Strategy Spurs S&P's Negative Outlook
ROYAL CARIBBEAN: Business Progress Prompts S&P to Watch Ratings

RUSSELL-STANLEY: Completes Asset Sale to Mauser-Werke
SANITARY & IMPROVEMENT: Case Summary & 20 Unsecured Creditors
SEASPECIALTIES INC: Wants Until Dec. 20 to Decide on Leases
SONICBLUE INC: Marcus Smith Continues as Responsible Person & CFO
STRUCTURED ASSET: Fitch Junks Rating on Class 3B-4 Certificates

SUNCOM WIRELESS: Incurs $117.3 Million Net Loss in Third Quarter
SUPERCONDUCTOR TECH: Posts $3.6 Million Net Loss in Third Quarter
TALON FUNDING: Moody's Rates $31.25 Million Class B Notes at Caa3
TAYLOR CAPITAL: Delays Filing of Financial Results to November 14
TEAM FINANCE: Moody's Rates $265 Million Sr. Sub. Notes at (P)Caa1

TECHNEGLAS INC: Wants to Assume 34 Contracts & Leases
TECHNEGLAS INC: Court Okays Stipulation With Ohio Air Products
TECHNEGLAS INC: Court Approves Stipulation with BOC Gases
TERREMARK WORLDWIDE: Earns $2.7MM of Net Income in 2nd Quarter
TRENWICK AMERICA: Wants to Delay Entry of Final Decree to Mar. 31

TRUMAN CAPITAL: Fitch Downgrades Ratings on 2 Certificate Classes
UCBH Holdings: Completes Remediation of Material Weakness
UNISYS CORP: Sept. 30 Balance Sheet Upside-Down by $141 Million
US AIRWAYS: Posts $87 Million Net Loss in Third Quarter 2005
US WIRELESS: Plan Agent Wants Until March 11 to Object to Claims

VESTA INSURANCE: Receives Non-Compliance Notice from NYSE
WATTSHEALTH FOUNDATION: Has Until Nov. 30 to File Chapter 11 Plan
WORLDCOM INC: Wants Court to Expunge Beepwear's $1,013,000 Claim

* BOOK REVIEW: THE ITT WARS: An Insider's View of Hostile
               Takeovers


                          *********

114 TENTH AVENUE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 114 Tenth Avenue Associates, Inc.
        457 West 17th Street
        New York, New York 10011

Bankruptcy Case No.: 05-60099

Chapter 11 Petition Date: November 10, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Joel Martin Shafferman, Esq.
                  Solomon Pearl Blum Heymann & Stich, LLP
                  40 Wall Street, 35th Floor
                  New York, New York 10005
                  Tel: (212) 267-7600
                  Fax: (212) 267-2030

Total Assets: $1 Million to $10 Million

Total Debts:  $100,000 to $500,000

Debtor's 6 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Stockschlaeder, McDonald & Sules             $9,000
   161 William Street, 19th Floor
   New York, NY 10038

   Con Edison                                   $1,500
   Bankruptcy Group
   4 Irving Place Room 1875S
   New York, NY 10011

   Internal Revenue Service                    Unknown
   Department of Treasury
   Andover, MA 05501

   New York City                               Unknown
   Department of Law
   100 Church Street
   New York, NY 10007

   New York City                               Unknown
   Department of Taxation & Finance
   345 Adams Street, 10th Floor S
   Brooklyn, NY 11201-3714

   New York State                              Unknown
   Department of Taxation & Finance
   Building 9, Room 205
   Albany, NY 12227


A NOVO: Trustee Wants Until Dec. 31 to Object to Proofs of Claim
----------------------------------------------------------------          
Executive Sounding Board Associates, Inc., the Liquidating Trustee
appointed under the confirmed Amended Plan of Liquidation of A
Novo Broadband, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to further extend, until Dec. 31, 2005, its
deadline to object to proofs of claim filed against the Debtor's
estate.

The Liquidating Trustee has determined that certain additional
claims remain on the register that require an objection or must be
resolved in connection with an avoidance action pursuant to
Section 502(d) of the Bankruptcy Code.  

One of the claims that Executive Sounding must object to is a
substantial claim filed by Bob Binsky, a former officer of the
Debtor, on various grounds tied up with a receivable Mr. Binsky
owes to the Debtor's estate.  That receivable was not timely paid
when it came due, despite written demand from Executive Sounding.  
Due to that claims dispute, Executive Sounding will soon commence
an adversary proceeding with a claims objection component against
Mr. Binsky and the entities he owns or controls.

Additionally, Executive Sounding seeks the requested extension in
case certain remaining claims will not be consensually resolved by
the end of November 2005.

The Court will convene a hearing at 11:30 a.m., on Nov. 28, 2005,
to consider the Liquidating Trustee's request.

Headquartered in New Castle, Delaware, A Novo Broadband, Inc., was
engaged primarily in the repair and servicing of broadband
equipment for equipment manufacturers and operators of cable and
other broadband systems in North America.  The Company filed for
chapter 11 protection on December 18, 2002 (Bankr. Del. Case No.
02-13708).  Brendan Linehan Shannon, Esq., and M. Blake Cleary,
Esq., at Young, Conaway, Stargatt & Taylor, LLP represent the
Debtor.  When the Company filed for protection from its creditors,
it listed $12,356,533 in total assets and $10,577,977 in total
debts.  The Court confirmed the Debtor's chapter 11 Plan on
Jan. 8, 2004, and the Plan took effect on March 18, 2004.
Executive Sounding Board Associates, Inc., is the Liquidating
Trustee for the Debtor's estate.  James E. Hugget, Esq., at
Harvey, Pennington Ltd., represents the Liquidating Trustee.


ALLIED HOLDINGS: McConnell Wants to Pursue Personal Injury Action
-----------------------------------------------------------------
Frederick McConnell asks the U.S. Bankruptcy Court for the
Northern District of Georgia to lift the lift the automatic stay
to allow a civil action against Allied Holdings, Inc., its debtor-
affiliates and other defendants to proceed.

On January 26, 2000, Mr. McConnell, then age 62 and employed as a
car hauler by Allied Systems, Ltd., was delivering vehicles to
Riverport in St. Louis County, Missouri, for storage when he fell
from the top of a Model 2877A Delavan car hauler while attempting
to unload a Chevrolet Astro van.  The 2877A Delavan car hauler was
manufactured by Commercial Carriers, Inc., in 1996 and was owned
by Allied Systems at the time of the accident.

Before the Petition Date, Frederick and Norma McConnell filed a
civil action against the Debtors and other defendants in the City
of St. Louis Circuit Court, asserting products liability claims
and seeking recovery of damages for severe personal injuries.  
The McConnells allege the 2877A Delavan car hauler was defective
and unreasonably dangerous and that various entities, including
the Debtors, were negligent.  Subsequently, the case was removed
to the U.S. District Court for the Eastern District of Missouri.

Rufus T. Dorsey, IV, Esq., at Parker, Hudson, Rainer & Dobbs,
LLP, in Atlanta, Georgia, tells the Court that the Federal Court
Action has been pending in the Missouri District Court for more
than two and one-half years.  "Substantial discovery has been
conducted, and, at the time of Debtors' bankruptcy filing,
discovery was 95% complete," Mr. Dorsey says.  "The parties were
in the process of submitting pretrial filings to the Missouri
District Court, and a pretrial conference was set for August 10,
2005."

However, Mr. Dorsey notes, as a result of the Debtors' Chapter 11
filing, the Federal Court Action has been stayed.

Mr. Dorsey relates that no "great prejudice" will result to the
Debtor from completion of the litigation process because
continuing the stay will impose a hardship on the McConnells
which considerably outweighs any hardship to the Debtor.

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors believes that
Frederick and Norma McConnell's request will divert the Debtors'
resources and their senior management's attention, thus
subjecting the Debtors to great liability early in the case based
upon their insurance coverage.

Jonathan B. Alter, Esq., at Bingham McCutchen, LLP, in Hartford,
Connecticut, reminds Judge Drake that an overarching principle of
the Bankruptcy Code is to provide for equitable and ratable
distribution of the unsecured assets of the bankruptcy estate to
all unsecured creditors of a debtor pursuant to a plan of
reorganization.  "However, where . . . a plan of reorganization
has yet to be formulated, and litigating a prepetition claim of
one unsecured creditor runs the risk of prematurely consuming
material assets of the bankruptcy estate at the expense of other
creditors, relief from the automatic stay should be denied," Mr.
Alter contends.

Mr. Alter argues that the insurance policy under which the
McConnells assert their claim carries a $1,000,000 initial
deductible.  That is, he notes, the Debtors would need to pay
from estate assets up to the first $1,000,000 of any judgment
received by the McConnells in their prepetition litigation before
the judgment would be otherwise covered by insurance.  Clearly,
Mr. Alter avers, the loss of substantial amounts this early in
the Debtors' case would greatly prejudice the estates and
potentially compromise any general unsecured recovery.

In addition, Mr. Alter argues that the McConnells cite no
evidence of potential hardship to them were the stay to remain in
place other than the accompanying delay in pursuing its claim
that would face any prepetition litigant.

Mr. Alter reiterates that the insurance policy applicable to the
McConnells' case carries an extremely high deductible, hence, the
Debtors might have to self-insure against all or a substantial
portion of any of its loss out of estate assets which would
otherwise be employed toward equitably preserving value for all
stakeholders.

Given the nascence of the Debtors' Chapter 11 cases, Mr. Alter
insists the balancing of the equities weighs in favor of
preserving, rather than lifting, the automatic stay.

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


AMERICAN INT'L: Delays Third Quarter Results Due to Acctg. Errors
-----------------------------------------------------------------
American International Group, Inc., reported that the filing of
its Form 10-Q for the quarter ended Sept. 30, 2005, with the
Securities and Exchange Commission will be delayed.  

AIG currently expects that it will file its third quarter Form
10-Q on Monday, Nov. 14, 2005, and hold a conference call at 8:30
a.m. EST the following morning.  The five-day extension will allow
AIG time to incorporate into its third quarter and nine month
financial statements the correction of certain errors, the
preponderance of which were identified during the remediation of
previously disclosed material weaknesses in internal controls.

                    Material Weaknesses

The most significant errors identified relate to the previously
disclosed material weaknesses in internal controls surrounding
accounting for derivatives and related assets and liabilities
under FAS 133, reconciliation of certain balance sheet accounts
and income tax accounting.  AIG continues to believe its hedging
activities have been and remain economically effective, but do not
qualify for hedge accounting treatment.

AIG's remediation of the material weaknesses in internal controls
disclosed in its 2004 Form 10-K is continuing and further
remediation developments will be described in future filings with
the Securities and Exchange Commission.

AIG estimates that the errors identified in the third quarter of
2005 resulted in an understatement of previously reported
consolidated retained earnings at June 30, 2005, of approximately
$500 million.  The effect on net income in prior periods may be
positive or negative in a particular period and will vary in
amount from period to period.

                   Financial Restatements

Due to the significance of these corrections, AIG will restate its
financial statements for the years ended Dec. 31, 2004, 2003 and
2002, along with affected Selected Consolidated Financial Data for
2001 and 2000 and quarterly financial information for 2004 and the
first two quarters of 2005.  AIG's prior financial statements for
those periods should therefore no longer be relied upon.

               Estimated Third Quarter Results

AIG currently estimates that its net income will be $10.1 billion
for the nine months ended Sept. 30, 2005 and $1.7 billion for the
three months ended Sept. 30, 2005.  Adjusted net income, including
the catastrophe losses, will be $8.3 billion for the nine months
and $1.8 billion for the three months.  These estimates may
change, perhaps materially, as AIG completes its third quarter
financial statements.

AIG's current estimate of total after-tax catastrophe losses and
net of reinsurance recoverables for the third quarter is
$1.6 billion.  The estimates include:

   -- after-tax net reinstatement premium costs;

   -- Hurricanes Dennis and Emily;

   -- typhoons in Japan, floods in India and Europe, earthquake in
      Chile;

   -- losses primarily from consumer finance operations,
      investment portfolio impairments and AIG owned and leased
      facilities; and

   -- losses from AIG's minority investments in Allied World
      Assurance Co., Ltd and IPC Holdings, Ltd. primarily related
      to Hurricane Katrina.

                 Statutory Restatements Completed

Separately, AIG reported the completion of the previously
disclosed statutory restatements of its General Insurance company
subsidiaries for the year ended Dec. 31, 2004.  As a result of
these statutory restatements, previously reported General
Insurance statutory surplus at Dec. 31, 2004 was reduced by
approximately $3.5 billion to approximately $20.6 billion.  
Statutory capital of each company continued to exceed minimum
company action level requirements following the adjustments, but
AIG contributed $750 million to General Insurance statutory
surplus as of Sept. 30, 2005.  AIG expects to review the capital
position of its insurance company subsidiaries with various rating
agencies and regulators.  AIG believes it has the capital
resources and liquidity that may be required to fund any statutory
capital contributions deemed appropriate.

American International Group, Inc. -- http://www.aigcorporate.com/
-- is the world's leading international insurance and financial
services organization, with operations in more than 130 countries
and jurisdictions.  AIG member companies serve commercial,
institutional and individual customers through the most extensive
worldwide property-casualty and life insurance networks of any
insurer.  In the United States, AIG companies are the largest
underwriters of commercial and industrial insurance and AIG
American General is a top-ranked life insurer.  AIG's global
businesses also include retirement services, financial services
and asset management.  AIG's financial services businesses include
aircraft leasing, financial products, trading and market making.  
AIG's growing global consumer finance business is led in the
United States by American General Finance.  AIG also has one of
the largest U.S. retirement services businesses through AIG
SunAmerica and AIG VALIC, and is a leader in asset management for
the individual and institutional markets, with specialized
investment management capabilities in equities, fixed income,
alternative investments and real estate.  AIG's common stock is
listed in the U.S. on the New York Stock Exchange and ArcaEx, as
well as the stock exchanges in London, Paris, Switzerland and
Tokyo.


ANCHOR GLASS: U.S. Trustee Says No to Stichter as Panel Counsel
---------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21, asks
the Court to deny the request of the Official Committee of
Unsecured Creditors to retain Stichter, Riedel, Blain & Prosser
PA, as its counsel effective as of August 26, 2005.  The U.S.
Trustee explains that the Creditors Committee failed to
demonstrate excusable neglect for its delay in filing the
Application.  Hence, the U.S. Trustee asserts, nunc pro tunc
approval should not be granted.

As reported in the Troubled Company Reporter on Oct. 12, 2005, the
Committee sought permission from the Bankruptcy Court to retain
Stichter Riedel, as its counsel, nunc pro tunc to Aug. 26, 2005.

The U.S. Trustee makes it clear that it is not necessarily
opposed to the kind of arrangement of co-counsels to the
Committee, but believes that a scrutiny of the arrangement is
appropriate.

The U.S. Trustee notes that the Committee described multiple
reasons for the retention of co-counsel, including the size and
complexity of the case, the immediacy of various matters set for
the Court's consideration, and the differing characteristics of
the firms.  The Application then describes a delineation of the
co-counsel's efforts on behalf of the Committee thus far and then
implies that this delineation will go forward on those
activities.  

However, it is unclear that all activities have been delineated
for the future.  To the extent possible, the U.S. Trustee asks
the Court that the order authorizing the retention should
delineate the different roles of the co-counsels prospectively.

                       Anchor Glass Responds

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
advises the Court that Anchor Glass Container Corporation does
not object to the Committee's retention of Stichter, Riedel,
Blain & Prosser, P.A., as counsel.  

Stichter Riedel will be paid in accordance with its customary
hourly rate for certain professionals:

               Professional          Hourly Rates
               ------------          ------------
               Partners               $250 - $350
               Associates             $135 - $210
               Paraprofessionals             $100

The Debtor complains that the fees and costs exceed its Budget and
are not reasonable.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and
$666.6 million in debts.  (Anchor Glass Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Temple-Inland Wants a Decision on Supply Pact
-----------------------------------------------------------
TIN, Inc., doing business as Temple-Inland, asks the U.S.
Bankruptcy Court for the Middle District of Florida to impose a
deadline for Anchor Glass Container Corporation to decide whether
to assume or reject an existing supply agreement.

Temple-Inland supplies the Debtor with paperboard packaging
material at a very favorable pricing pursuant to a Paperboard
Supply Agreement.  Temple-Inland asserts that the Debtor failed to
pay $2,100,964 for paperboard packaging.   

Edwin G. Rice, Esq., at Glenn Rasmussen Fogarty & Hooker, PA,
tells the Court that for Temple-Inland to develop its own business
plan, the Debtor should be required to assume or reject the
Paperboard Supply Agreement immediately.  Mr. Rice explains that
Temple-Inland has to know the Debtor's decision so that
Temple-Inland may meaningfully participate in plan voting and
confirmation process.  

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and
$666.6 million in debts.(Anchor Glass Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Asks Court to Modify Asset Sale Procedures
--------------------------------------------------------
Ambassadair Travel Club, Inc., Amber Travel, Inc., and ATA
Airlines, Inc., ask the U.S. Bankruptcy Court for the Southern
District of Indiana to modify its order entered September 8, 2005,
approving the procedures related to the possible sale of their
assets or stock to:

   (i) identify Grueninger Cruises and Tours, Inc., as the
       "stalking horse" bidder replacing Waveland Holdings, LLC;

  (ii) approve the $150,000 break-up fee as payable to
       Grueninger, conditioned upon achieving and executing an
       acceptable definitive agreement and; and

(iii) modify the bid and auction procedures to:

       -- provide for the submission of a "topping bid" by
          parties no later than 4:00 p.m. EST on November 8,
          2005; and

       -- if a "topping bid" is received, conduct an auction in
          open court at the hearing on the proposed sale.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells the Court that Waveland and ATA Airlines, Inc., and
its debtor-affiliates were unable to reach an agreement, and
Waveland requested and received a refund of its earnest money
deposit.

However, Grueninger contacted the Debtors for the acquisition of
certain assets of Ambassadair and Amber, and certain equipment of
ATA Airlines associated with the businesses of Ambassadair and
Amber.  Pursuant to a Letter of Intent, dated October 20, 2005,
Grueninger agrees to perform due diligence intended to lead to a
definitive agreement for those assets by November 4, 2005.

The Debtors will provide copies of the asset purchase agreement to
counsel for the Official Committee of Unsecured Creditors, the
U.S. Trustee, counsel for Southwest Airlines Co., and counsel for
the Air Transportation Safety Board no later than one day
following its execution.

The modifications to the sale procedures are requested without the
consent of Waveland, as the Reorganizing Debtors consider Waveland
to have waived that condition by not executing a definitive
agreement within the time established under the Order.

The Debtors intend to notify and invite to participate those
parties who expressed an interest at the conclusion of the
marketing effort conducted by Adelphi Capital, LLC.  The parties
will be invited to conduct due diligence at Ambassadair at their
own expense.  The Debtors do not anticipate further notification
or marketing to prospective bidders.  The Debtors explain that
additional marketing or publication efforts would not return value
to the estates at this time.

The Reorganizing Debtors propose further modifications to the sale
procedures:

   (a) To be considered a qualified competing bid, bidders must
       submit a bid that is not less than $200,000 more than the
       Grueninger offer -- that increment being the amount of the
       Break-Up Fee plus a $50,000 initial bid increment -- and
       submit documentation sufficient to evidence the ability to
       finance the bid and close the proposed sale, and be
       accompanied by a $100,000 deposit in immediately available
       funds to the Baker & Daniels LLP Trust Account;

   (b) Deposits submitted will be refunded to all non-successful
       bidders at the close of the auction; and

   (c) If a qualified competing bid is selected by the
       Reorganizing Debtors, in consultation with the Notice
       Parties, and submitted to the Court for approval, the
       Court will hold an auction to provide Grueninger and all
       other parties who submitted qualified competing bids by
       the New Bid Deadline to submit overbids in increments of
       not less than $25,000 increments, with the highest and
       best bid identified at the conclusion of the auction.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: GE Engine Can File Admin. Claims Until November 29
----------------------------------------------------------------
On September 19, 2005, the U.S. Bankruptcy Court for the Southern
District of Indiana entered an order approving the sale of certain
assets of C8 Airlines, Inc., formerly known as Chicago Express
Airlines, Inc., to CSC Investment Group, Inc., and to Colgan Air,
Inc.

The C8 Sale Order also included approval of an ancillary agreement
between ATA Airlines, Inc., its debtor-affiliates and GE Engine
Services, Inc., its subsidiaries and affiliates, whereby they
agreed to resolve certain mechanics lien claims and postpetition
administrative expense claims of GE to facilitate the sale to CSC
and Colgan.

The Ancillary Agreement, and thus the resolution of GE's
administrative expense claims against C8 Airlines, is conditioned
upon the successful closing of the transaction between CSC and
Colgan.  The transaction is scheduled to close not later than
November 18, 2005.

The Court established October 25, 2005, as the deadline for filing
administrative expense claims against C8 Airlines.

In a Court-approved stipulation, the Debtors allow GE to file
administrative expense claims against C8 Airlines until
November 29, 2005.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA HOLDINGS: Asks Court to OK $30MM MatlinPatterson DIP Financing
------------------------------------------------------------------
ATA Holdings Corp. (Pink Sheets:ATAHQ), the parent of ATA
Airlines, Inc., filed a motion with the U.S. Bankruptcy Court for
the Southern District of Indiana, on Nov. 10, 2005, to approve an
agreement in principle with private equity fund MatlinPatterson
Global Opportunities Partners II for debtor-in-possession
financing in the amount of $30 million.  In addition to DIP
financing, MatlinPatterson has tendered a commitment to invest up
to an additional $70 million in equity upon ATA's emergence from
its Chapter 11 case.  The financing is subject to Court and
government approvals and certain other customary conditions.

"MatlinPatterson's commitment represents a watershed event for ATA
and will provide a firm basis for the sustainable reorganization
of the Company," said Frank Conway, ATA Chief Financial Officer.
"As a world-class investment management firm, MatlinPatterson has
tremendous experience working with and investing in turnaround
situations.  We are confident they are the right partner to
support ATA's future growth."

The agreement with MatlinPatterson would support ATA's continued
operations in scheduled service, military and commercial charter
operations.  In connection with the anticipated MatlinPatterson
investment and ATA's emergence from Chapter 11, ATA is also
engaged in discussions with Southwest Airlines concerning their
current codeshare agreement.

"MatlinPatterson's commitment to invest in ATA is a testament to
the dedicated spirit of our employees and the sacrifices they have
made," said ATA President and CEO, John Denison.  "With the
commitment for this capital investment, we are on the path to
emerge from bankruptcy in early 2006."

Under the agreement in principle, MatlinPatterson would make $30
million in debtor-in-possession financing available following
final approval by the Bankruptcy Court.  ATA expects to seek final
court approval of the DIP financing on Dec. 6, 2005.  Upon exit
from Chapter 11, the $30 million DIP financing would convert into
equity of the reorganized Company.  In addition, MatlinPatterson
would invest or backstop up to $70 million in additional equity,
for a total equity investment of $100 million.

MatlinPatterson is a private equity firm specializing in control
investments in distressed situations on a global basis.

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.

ATKINS NUTRITIONALS: Disclosure Hearing Moved to November 17
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m., on Nov. 17, 2005, to
consider the adequacy of the Disclosure Statement explaining the
First Amended Joint Plan of Reorganization filed by Atkins
Nutritionals, Inc., and its debtor-affiliates.

As previously reported, the Amended Plan provides for a
restructuring of the Debtors' financial obligations that will
result in a significant deleveraging of the Debtors and a
downsized operation to better meet reduced market demand.  

On the Effective Date of the Plan, Reorganized Atkins Holdings is
authorized to issue the New Common Stock without the need for any
further corporate action and without any further action by holders
of Claims or Equity Interests.  

The New Common Stock, which will be subject to dilution by the New
Management Interests, will consist of 15 million authorized shares
of Reorganized Atkins Holdings, 10 million of which will be issued
and distributed to the holders of Allowed First Lien Claims and
Allowed Second Lien Claims pursuant to Article IV of the Plan.  

The remainder of the authorized New Common Stock will be reserved
for future purposes, as determined by the Board of Reorganized
Atkins Holdings, consistent with its New Organizational Documents.

                Treatment of Claims and Interests

The Plan groups claims and interests into six classes.

Impaired claims consist of:

   1) First Lien Claims, totaling approximately $216.4 million
      will receive the Ratable Proportion of the New Tranche A
      Senior Notes and 8,400,000 shares of the New Common Stock;

   2) Second Lien Claims, totaling approximately $18 million will
      receive the Ratable Proportion of 1,600,000 shares of the
      New Common Stock and the New CVR Interests pursuant to the
      New CVR Agreement executed by the New CVR Agent;   

   3) General Unsecured Claims, totaling approximately $91
      million will not receive or retain any property or interest
      in property on account of those Claims; and

   4) Old Equity Interests will be cancelled and the holders of
      Old Equity Interests will not receive or retain any
      property or interest in property on account of those
      Interests.

Unimpaired claims consist of:

   1) Priority Non-Tax Claims, totaling approximately $40,000
      will be paid in full, in cash with post-petition interest;
      and

   2) Other Secured Claims, totaling approximately $718,000 and
      at the sole option of the Debtors after consultation with
      the Pre-Petition Agent or the Reorganized Debtors will be:

      a) reinstated or be paid in full in cash, together with
         post-petition interest, or

      b) satisfied by the surrender of the underlying collateral
         or otherwise rendered unimpaired in accordance with
         Section 1124 of the Bankruptcy Code, or

      c) accorded other appropriate treatment, including deferred
         cash payments as consistent with Section 1129(b) of the
         Bankruptcy Code, or

      d) paid on other terms as the Debtors and the holders of
         of Other Secured Claims may agree upon.

A full-text copy of the Disclosure Statement and Amended Joint
Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051006002916

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sells nutritional supplements based on  
its founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represent the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


AURA SYSTEMS: U.S. Trustee Objects to Disclosure Statement
----------------------------------------------------------
Steven J. Katzman, the U.S. Trustee for Region 16, through his
counsel, Alvin Mar, Esq., asks the U.S. Bankruptcy Court for the
Central District of California in Los Angeles to enter an order
directing Aura Systems, Inc., to amend its Disclosure Statement
explaining the Plan of Reorganization.

The Debtor filed its Disclosure Statement and Plan on Oct. 3,
2005.  Mr. Mar explains that Mr. Katzman does not believe that the
Disclosure Statement contains adequate information upon which
parties-in-interest will be able to make an informed judgment
about the Plan as required by 11 U.S.C. Section 1125.

Specifically, Mr. Katzman complains that:

   -- The term Effective Date is defined as the first business day
      which is 11 days following the date of entry of a Court
      order confirming the Plan provided all conditions to the
      effectiveness of the Plan have been satisfied or waived by
      AGP Lender LLC, an investor for the Reorganized Debtor under
      the Plan.  The conditions are:

      a) there will be no stay in effect with respect to the Plan
         confirmation order and the Plan confirmation order will
         not be subject to any appeal or rehearing; and

      b) the Plan and all documents, instruments and agreements to
         be executed in connection with the Plan will have been
         executed and delivered by all parties to those documents,
         instruments and agreements.

      Mr. Mar notes that based on the Debtor's definition of
      Effective Date, there is a possibility that the Plan will
      never become effective especially if all of the conditions
      are not met and those conditions are not waived by AGP
      Lender.  

      Thus, the U.S. Trustee asks the Debtor to clarify if there
      will be an absolute date by which the Plan will take effect
      even if the conditions are not satisfied;

   -- The Debtor should be required to include the auditor's
      opinion letter with the audited financial statements
      attached to the Disclosure Statement;

   -- The Debtor failed to disclose its proposed post-confirmation
      officers and directors and their initial compensation;

   -- The Debtor fails to identify how claims arising from
      rejected executory contracts and unexpired leases will be
      dealt with; and

   -- It is unclear if the Debtor's claim to exemption under 11
      U.S.C. Section 1145(a)(1)(A) is applicable to its bankruptcy
      case because some shares of the Debtor's common stock is
      being exchanged for post-confirmation contributions of cash
      by AGP Lender and the New Money Investors.

The Court has yet to schedule a hearing to consider the U.S.
Trustee's request.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)    
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AVANEX CORP: Posts $16.9 Million Net Loss in FY 2005 First Quarter
------------------------------------------------------------------
Avanex Corporation (Nasdaq: AVNX) reported financial results for
its first fiscal quarter ended Sept. 30, 2005.

Net revenue in the first fiscal quarter was $41.2 million,
compared with $42.7 million in the prior quarter and up 15 percent
from net revenue of $35.8 million in the first fiscal quarter of
the prior year.
    
The company reported a net loss of $16.9 million, compared with a
net loss of $42.8 million in the prior quarter and a net loss of
$22.3 million in the first fiscal quarter of the prior year.

"Our restructuring efforts are resulting in steady improvements in
our gross margin," Jo Major, president and CEO of Avanex, said.  
"In addition, subsequent to quarter end, we reached several major
agreements that support our restructuring efforts and
substantially improve our liquidity.  These agreements, in
conjunction with the completed manufacturing transition of our
California operations, and the expected completion of our New York
manufacturing transition in the second fiscal quarter, will allow
us to focus more of our resources on revenue and earnings growth
in calendar 2006."

                     Restructuring Support

Avanex expects approximately $25 million in liquidity improvements
over the next three quarters, resulting from the agreements
recently reached, which include rent and facilities credits and
prepayment of receivables, and the redemption of French tax
credits and the monetization of other current assets.  The $25
million will be partially offset by expenses associated with the
recently announced settlement with our convertible debt
noteholders.

Avanex Corporation -- http://www.avanex.com/-- provides fiber
optic communications services to its consumers which includes
enable or enhance optical wavelength multiplexing, dispersion
compensation, switching and routing, transmission, amplification,
and include network-managed subsystems. Avanex was incorporated in
1997 and is headquartered in Fremont, California.  Avanex also
maintains facilities in Erwin Park, N.Y.; Nozay, France; San
Donato, Italy; Shanghai, China; and Bangkok, Thailand.

                      *      *      *

Deloitte & Touche LLP expressed substantial doubt about Avanex
Corporation's (Nasdaq: AVNX) ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's recurring losses and negative cash flows from
operations.


AZABU BUILDINGS: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Azabu Buildings Co., Ltd.
                aka Azabu Tatemono K.K.
                131 Kaiulani Avenue, Suite 200
                Honolulu, Hawaii 96815

Involuntary Petition Date: November 10, 2005

Case Number: 05-50011

Chapter: 11

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Petitioners' Counsel: James N. Duca, Esq.
                      Kessner Duca Umebayashi Bain & Matsunaga,
                      Attorneys at Law
                      19th Floor, Central Pacific Plaza
                      220 South King Street
                      Honolulu, Hawaii 96813
                      Tel: (808) 536-1900
                      Fax: (808) 529-7177

                           -- and --

                      Bruce Bennett, Esq.
                      Sidney P. Levinson, Esq.
                      Joshua D. Morse, Esq.
                      Hennigan, Bennett & Dorman LLP
                      601 South Figueroa Street, Suite 3300
                      Los Angeles, CA 90017
         
   Petitioners                   Nature of Claim Amount of Claim
   -----------                   --------------- ---------------
Beecher Limited                  Loans               $42,269,000
2733 Warm Springs Avenue         exclusive of
Boise, ID 83712                  interest and
Attn: Peter Wachtell             charges

Nippon Capital Partners, LLC     Loans               $30,405,798
c/o Peter Swanger                exclusive of
Hudson Japan Saiken Kaishu K.K.  interest and
Tranomon 45 MT Building          charges
1-5, Toranomon 5-Chome
Minato-ku, Tokyo 105-0001
Japan

Wac, Inc.                        Loan                $20,058,544
14315 Quail Ravine Court
Reno, NV 89511
Attn: John J. Prehn

Preh, Inc.                       Loans                $8,991,383
2733 Warm Springs Avenue         exclusive of
Boise, ID 83712                  interest and
Attn: Peter Wachtell             charges

Nippon Portfolio                 Loans                $2,103,793
Partners III, LLC                exclusive of
c/o Peter Swanger                interest and
Hudson Japan Saiken Kaishu K.K.  charges
Tranomon 45 MT Building
1-5, Toranomon 5-Chome
Minato-ku, Tokyo 105-0001
Japan


BE AEROSPACE: Earns $10 Million of Net Income in Third Quarter
--------------------------------------------------------------

BE Aerospace, Inc., delivered its quarterly report on Form 10-Q
for the quarter ending Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 7, 2005.  

The Company generated revenues aggregating $217.1 million.

The commercial aircraft segment generated revenues of
$140.6 million in the third quarter of 2005, up 11.6% versus the
same period in the prior year, primarily due to a higher volume of
commercial aircraft passenger cabin equipment and engineering,
integration and certification services.  

The distribution segment delivered strong revenue growth of 17.5%
in the third quarter of 2005, driven by a broad based increase in
aftermarket demand for aerospace fasteners and continued market
share gains.  The distribution segment generated revenues of
$43 million in the third quarter of 2005, which were 17.5% greater
than the same period in the prior year.

In the business jet segment, revenues increased by 60.3% in the
third quarter of 2005, reflecting the ongoing recovery within the
business jet industry and initial shipments of super first class
products.  The business jet segment generated third quarter
revenues of $33.5 million, up 60.3% as compared to the third
quarter of 2004.   

Gross profit for the third quarter of $76.6 million, or 35.3%
of sales, increased by $16.5 million, or 27.5% on the 18.3%
year-over-year increase in revenues.  Third quarter 2005 gross
margin expanded by 250 basis points as compared to the same period
of the prior year.  The increase in gross margin was primarily
driven by an improved mix of products sold and ongoing
manufacturing efficiencies.

Selling, general and administrative expenses in the third quarter
of 2005 of $34 million, or 15.7% of sales, were up $4.2 million
versus selling, general and administrative expenses in the same
period in the prior year of $29.8 million, or 16.2% of sales,
primarily due to the higher level of commissions and sales
incentives in the current period, as well as selling and marketing
costs associated with the 18.3% increase in revenues and the 63%
increase in backlog from Sept. 30, 2004.

Research, development and engineering expenses of $17.2 million,
or 7.9% of sales, were up $4.4 million versus the same period in
the prior year due to a higher level of spending associated with
customer reimbursed engineering and spending associated with new
product development activities.

Operating earnings for the third quarter of 2005 of $25.4 million
increased by 45.1%, as compared to the same period last year.  The
operating margin of 11.7% in the current quarter was 220 basis
points greater than the operating margin realized in the third
quarter of 2004.  The substantial increase in operating earnings
was driven primarily by continued margin expansion at the
commercial aircraft segment, continued growth in revenues and
earnings at the distribution segment, as well as the substantial
turnaround in profitability at the business jet segment due to the
higher volume of shipments and ongoing manufacturing efficiencies.

Net earnings for the third quarter were $10 million, a
$12.7 million improvement as compared to the same period of the
prior year.

At Sept. 30, 2005, the Company's cash and cash equivalents were
$87.3 million, as compared to $76.3 million at December 31, 2004.

At Sept. 30, 2005, the Company's balance sheet shows $1.07 billion
in total assets and $206.3 million in stockholders equity.  

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

BE Aerospace, Inc., manufactures cabin interior products for
commercial aircraft and for business jets and a leading
aftermarket distributor of aerospace fasteners.

                         *     *     *

Moody's Rating Services assigned a B3 rating on the Company's
corporate family rating and junked the ratings on its senior
subordinate securities.


BIOLASE TECH: Posts $5.2 Million Net Loss in Third Quarter
----------------------------------------------------------
BIOLASE Technology, Inc. (NASDAQ: BLTI) reported financial results
for the three-month and nine-month periods ended Sept. 30, 2005.

Net revenue for the third quarter ended Sept. 30, 2005, was    
$11.7 million as compared to net revenue of $12.3 million for the
same period of 2004.  Net revenue for the nine months ended   
Sept. 30, 2005, was $43 million.  This compares to net revenue of
$41.6 million for the nine months ended Sept. 30, 2004.

Net loss was $5.2 million for the third quarter ended Sept. 30,
2005, as compared to net loss of $1.1 million for the same period
of 2004.  Net loss for the nine months ended Sept. 30, 2005, was
$16.3 million.  This compares with net income of $300,000 nine
months ended Sept. 30, 2004.

Operating expenses were $10.5 million for the third quarter of
2005 as compared to $9.3 million for the third quarter of 2004.

Sales and marketing expense was $6.1 million or 52% of net revenue
for the third quarter of 2005 as compared to $5.7 million or 46%
of net revenue for the same period last year.  

                      Sarbanes-Oxley    

Additionally, in the third quarter of 2005, the Company's
administrative costs increased approximately $600,000 over the
same period last year due to infrastructure expansions to finance,
information technology and human resources, both in response to
the Company's growth as well as to meet the ongoing compliance
requirements related to the Sarbanes-Oxley Act.  These increases
were partially offset by a decrease in legal fees of $400,000
related to the settlement of the lawsuit with Diodem.

Cash flow used in operating activities for the third quarter was
$5.6 million as compared with $400,000 in the same quarter last
year.  Cash flow used in operating activities for the nine months
ended Sept. 30, 2005 was $18.1 million compared to $900,000 for
the same period last year.  A portion of the $18.1 million used in
operating activities is related to the cash payment of $3 million
for the litigation settlement of the patent infringement suit with
Diodem and the $2 million payment for the purchase of the
SurgiLight licensing rights.

BIOLASE Technology, Inc. -- http://www.biolase.com/-- is a     
medical technology company that designs, manufactures and markets  
proprietary dental laser systems that allow dentists, oral  
surgeons and other specialists to perform a broad range of common  
dental procedures, including cosmetic applications.  The company's  
products incorporate patented and patent pending technologies  
focused on reducing pain and improving clinical results.  Its  
primary product, the Waterlase(R) system, is the best selling  
dental laser system.  The Waterlase(R) system uses a patented  
combination of water and laser to precisely cut hard tissue, such  
as bone and teeth, and soft tissue, such as gums, with minimal or  
no damage to surrounding tissue.  The company also offers the  
LaserSmile(TM) system, which uses a laser to perform soft tissue  
and cosmetic procedures, including tooth whitening.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005, the
Company has engaged BDO Seidman, LLP, as its independent public
accountant, nunc pro tunc to Aug. 8, 2005.  The Company's Audit
Committee previously approved the dismissal of
PricewaterhouseCoopers LLP as BIOLASE's independent registered
public accounting firm.

The reports of PwC on the Company's financial statements as of and  
for the fiscal years ended Dec. 31, 2004, and 2003, contained no  
adverse opinion or disclaimer of opinion, nor were they qualified  
or modified as to uncertainty, audit scope or accounting  
principle.  

                       PwC Disagreements

During the fiscal years ended December 31, 2004, and 2003, and  
through August 3, 2005, there were two disagreements with PWC on  
matters regarding accounting principles and practices, financial  
statement disclosure, or auditing scope or procedure.  These  
disagreements, although ultimately resolved to the satisfaction of  
PwC, were reportable events required by the Securities and  
Exchange Commission:

   -- a disagreement during the year ended Dec. 31, 2003, related  
      to revenue recognition; and  

   -- a disagreement during the year ended Dec. 31, 2004, related  
      to the accounting for penalties and interest on sales tax.  

The Company's Audit Committee has discussed the foregoing  
disagreements with PwC and has authorized PwC to respond fully to  
BDO, the new independent registered public accounting firm for the  
Company, concerning these disagreements.  Except for the  
disagreements noted above, there were no disagreements with PwC on  
the matters noted above for the fiscal years ended Dec. 31, 2004  
and 2003 and through Aug. 3, 2005, that would have caused PwC to  
make reference thereto in their reports on the Company's financial  
statements for such years if such matters were not resolved to the  
satisfaction of PWC.  

                     Material Weaknesses

The Company has identified certain material weaknesses in the  
Company's internal control over financial reporting for the fiscal  
year ended Dec. 31, 2004, and another set of material weaknesses  
for the fiscal year ended Dec. 31, 2003.   

The Company has requested that PwC furnish the Company with a  
letter addressed to the SEC stating whether or not it agrees with  
the foregoing statements by the Company and, if not, stating the  
respects in which it does not agree.   

During the Company's two most recent fiscal years and through  
Aug. 8, 2005, the Company did not consult with BDO with respect to  
the application of accounting principles to a specified  
transaction, either completed or proposed, or the type of audit  
opinion that might be rendered on the Company's financial  
statements, or any other matters or reportable events.


BLOCKBUSTER INC: Incurs $491.4 Million Net Loss in Third Quarter
----------------------------------------------------------------
Blockbuster, Inc. (NYSE: BBI, BBI.B), reported financial results
for the third quarter ended September 30, 2005.

Total revenue for the third quarter of 2005 totaled $1.39 billion.
The Company recorded non-cash charges totaling $459.1 million to
impair goodwill and other long-lived assets and to record
valuation allowances on certain of the Company's deferred tax
assets, resulting in a net loss of $491.4 million for the third
quarter of 2005.  Excluding the impact of these non-cash
charges and share-based compensation, adjusted net loss totaled
$24.6 million for the third quarter of 2005.

"In the face of challenging industry conditions, our domestic
same-store rental revenues significantly outperformed the rental
industry, driven by the performance of our 'No Late Fees' program
and BLOCKBUSTER Online(TM)," said Blockbuster Chairman and CEO,
John Antioco.  "We are also in the process of taking significant
steps to improve our financial flexibility by raising capital,
lowering our overall cost structure, reducing capital spending and
divesting certain non-core assets.  As a result of these steps and
the changes we have made to our business model over the past two
years, we believe we will increase our share of the rental
business and benefit from anticipated industry consolidation.  We
will also continue to pursue the growth opportunities offered by
online rental and establish BLOCKBUSTER Online as a profitable
business."

Revenue for the third quarter of 2005 decreased 1.7% to
$1.39 billion from $1.41 billion for the third quarter of 2004.
Total worldwide same-store revenues decreased 3.8% from the
same period in the prior year, primarily reflecting the decline
in worldwide same-store retail revenues of 7.8%.  Worldwide
same-store rental revenues decreased 2.5%.  The subscriber count
for BLOCKBUSTER Online remained fairly flat at approximately
one million subscribers as compared with the second quarter of
2005.

Gross profit for the third quarter of 2005 decreased 8.3% to
$790.5 million from $861.8 million for the third quarter of 2004.  
Total gross margin for the third quarter of 2005 was 57.0%
compared with 61.1% for the third quarter of 2004 due to a
530 basis point decrease in rental gross margin resulting from
lower gross margin generated by BLOCKBUSTER Online and the impact
of increased product purchases resulting from BLOCKBUSTER Movie
Pass(R) and the "No Late Fees" program.

Selling, general and administrative expenses decreased 5.6% to
$735 million for the third quarter of 2005 from $778.6 million for
the third quarter of 2004 largely as a result of an aggressive
cost management strategy that began in the second quarter of 2005,
decreased advertising expenses and reversal of a portion of the
Company's 2005 bonus accrual.  As a percentage of total revenues,
SG&A expenses decreased to 53.0% for the third quarter of 2005
from 55.2% for the same period last year.

Income tax provision for the third quarter of 2005 totaled
$115 million resulting primarily from a valuation allowance
recorded against deferred tax assets in the United States and
certain foreign jurisdictions.  The Company will reserve future
income tax benefits associated with current period losses until it
becomes more likely than not that the Company will generate
sufficient taxable income to realize its deferred income tax
assets in these markets.

Net loss totaled $491.4 million for the third quarter of 2005.  
The Company recorded non-cash charges totaling $459.1 million to
impair goodwill and other long-lived assets and to record
valuation allowances on certain of the Company's deferred tax
assets.  Excluding the impact of these non-cash charges, and
share-based compensation, adjusted net loss totaled $24.6 million
for the third quarter of 2005.  This compared with adjusted net
income of $5.2 million for the third quarter of 2004.  

Cash flow provided by operating activities decreased
$78.7 million to $216.8 million for the third quarter of
2005 from $295.5 million for the third quarter of 2004.
Free cash flow (net cash flow provided by operating activities
less rental library purchases and capital expenditures)
decreased $30.9 million to $18.9 million for the third quarter of
2005 from $49.8 million for the third quarter of 2004.  Both
changes were primarily the result of decreased net income as
adjusted for non-cash items and changes in working capital.

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 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.


BLOCKBUSTER INC: Selling Non-Core Assets & Cutting Spending
-----------------------------------------------------------
Blockbuster, Inc. (NYSE: BBI, BBI.B), disclosed its plans to
strengthen and grow core Blockbuster-branded in-store and online
rental businesses.

                 Improved Financial Flexibility

On Nov. 4, 2005, the Company obtained an amendment to its credit
agreement that provides debt covenant relief through 2007, giving
the Company improved operating flexibility over the term of the
original credit agreement.  The amendment is contingent on the
Company receiving at least $100 million in gross proceeds from the
issuance of convertible preferred stock or other forms of equity
satisfactory to the lenders by November 20, 2005.  The Company
intends to use the net proceeds from the offering to repay a
portion of its borrowings under its revolving credit facility and
for general corporate purposes.

                  Lower Overall Cost Structure

The Company intends to reduce its costs by over $100 million in
2006 and an incremental $50 million in 2007 through a combination
of overhead reductions, lower marketing spend and operational
savings from non-core divestitures.

                    Reduced Capital Spending

While continuing to invest at approximately the same levels in
BLOCKBUSTER Online, the Company intends to reduce its annual
capital expenditures to approximately $90 million in 2006 from
approximately $140 million in 2005 primarily due to fewer new
store openings.

             Divestiture of Certain Non-Core Assets

The Company is currently undergoing a review of its overall asset
portfolio aimed at optimizing its core Blockbuster-branded in-
store and online businesses.  As a result of that process, the
Company has entered into a definitive agreement to sell D.E.J.
Productions Inc., a wholly owned subsidiary of the Company that
acquires and distributes product in the theatrical, home
entertainment and television arenas.  Net proceeds from this
divestiture will be used for working capital and other general
corporate purposes.  The transaction is expected to close in the
fourth quarter of 2005.

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 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.


BOSTON COMMUNICATIONS: Posts $40.6 Mil. Net Loss in Third Quarter
-----------------------------------------------------------------
Boston Communications Group, Inc. (Nasdaq: BCGI) reported
consolidated GAAP net loss for the third quarter ended Sept. 30,
2005 of $40.6 million primarily driven by a $40.3 million non-cash
charge in connection with the previously announced judgment in the
Freedom Wireless lawsuit, which BCGI continues to contest. On a
non-GAAP basis excluding this charge and related legal expenses,
the Company would have reported net income of $1.6 million.

The consolidated GAAP net loss compares with net income of $4.2
million for the third quarter of 2004 and a net loss of $17.9
million, for the second quarter of 2005.  Total revenues for the
third quarter of $25.6 million were lower by $1.4 million, or 5%,
with the third quarter of 2004 and flat when compared to the
second quarter of 2005.  Total revenues for the nine months ended
September 30, 2005 decreased 5% to $77.6 million from $81.9
million in the nine months ended September 30, 2004.

"Despite the obvious challenges imposed by our ongoing litigation
with Freedom Wireless, we continue to deliver high-quality
services to a global marketplace in the midst of a strong industry
growth cycle," said E.Y. Snowden, President and CEO.  "The breadth
and depth of our portfolio of products and services enable us to
pursue significant business opportunities here and abroad.  Our
prudent approach to managing our business, the diversification
efforts we set in motion over three years ago, and the commitment
of our employees continue to carry us forward in these adverse
times."

              Freedom Wireless Litigation Update

The current judgment issued by the U. S. District Court for the
District of Massachusetts in the Freedom Wireless patent
infringement lawsuit totals $148.1 million in damages against the
Company and the other co-defendants, including Cingular Wireless,
for past damages through Dec. 31, 2004, an amount which exceeds
BCGI's ability to pay.  Damages and interest for infringement by
BCGI and Cingular from Jan. 1, 2005 through Aug. 31, 2005 could
total approximately $15 million.

The Company filed an emergency motion with the District Court to
clarify the terms of the injunction and to stay the injunction,
pending appeal.  The District Court denied the motion on Nov. 9,
2005.  The Company expects to immediately appeal that decision to
the U.S. Court of Appeals for the Federal Circuit and seek a stay
of the injunction while the appeal of the entire judgment is
pending.  If the injunction is not stayed pending appeal, it would
prohibit BCGI from providing the multi-frequency, common channel
signaling system seven, and pre-intelligent network
implementations of its prepaid wireless services to the Company's
customers who are not licensees of Freedom Wireless in the United
States, which represented approximately 64% of the Company's total
revenues as of Sept. 30, 2005.

                    Bankruptcy Warning

The Company has filed its appeal of the entire case to the Appeals
Court.  The appeal process may take 12 to 18 months or longer.  
The potential outcomes vary greatly and could include any of the
following:

    * If the injunction is not stayed or if security is required
      to be posted for royalties that exceed the Company's ability
      to pay, BCGI would need to negotiate a settlement and/or a
      license with Freedom Wireless or would likely seek
      protection under the U.S. Bankruptcy Code.

    * If the Appeals Court overturns the judgment of infringement,
      the Appeals Court could either rule that the Company would
      have no liability to Freedom Wireless or that the case would
      be returned to the District Court for a new trial on
      infringement.

    * If the Appeals Court overturns the judgment that the patents
      held by Freedom Wireless were valid or enforceable, BCGI
      would have no liability to Freedom Wireless, or the case
      could be returned to the District Court for a new trial on
      the issue of invalidity or unenforceability.

    * If the Appeals Court rules in favor of Freedom Wireless, the
      Company would need to seek protection under the U.S.
      Bankruptcy Code.

    * The parties may enter into a settlement agreement.

While the Company continues to believe that it does not infringe
these patents and believes that the patents are invalid in light
of prior art and other reasons, in light of the adverse judgment,
the Company believes it is probable that a loss has been incurred.

Although the ultimate amount of that loss, if any, is not
currently known, accounting guidelines under Statement of
Financial Accounting Standards No. 5, Accounting for Contingencies
and FASB Interpretation 14, specify that if a loss can be
reasonably estimated, it should be recorded.  Based on
managements' assessment of the potential outcomes of the case and
in accordance with FAS 5 and FIN 14, the Company accrued an
estimated loss of $24.0 million in the quarter ended June 30, 2005
and has accrued an additional $40.3 million estimated loss in the
quarter ended September 30, 2005, for a total estimated loss of
$64.3 million with respect to the Freedom Wireless judgment,
excluding additional legal charges which are expensed as incurred.
However, the actual loss, if any, may be higher or lower than the
amount accrued and could be as high as approximately $163 million
and may continue to increase, depending on the status of the
injunction against the Company.

                 Business and Financial Outlook

The Company has not provided financial guidance for the remainder
of 2005 since it cannot anticipate the impact on the Company's
business of the Freedom Wireless litigation and injunction, as
well as the related costs and other factors.  The Company plans to
continue to invest in and focus on its customer and product
diversification strategy that includes investment in all of the
new and existing products that the Company is marketing on a
global basis.

Boston Communications Group, Inc. -- http://www.bcgi.net/--  
develops products and services that enable wireless operators to
fully realize the potential of their networks.  BCGI's access
management, billing, payment and network solutions help operators
rapidly deploy and manage innovative voice and data services for
subscribers.  Available as licensed products and fully managed
services, BCGI's solutions power carriers and enable MVNOs with
market-leading implementations of prepaid wireless, postpaid
billing, wireless account funding and m-commerce.  BCGI was
founded in 1988.


CABELA'S CREDIT: Fitch Rates $5.63 Million Class D Notes at BB+
---------------------------------------------------------------
Cabela's Credit Card Master Note Trust's, series 2005-I, is rated
by Fitch Ratings:

     -- $140 million class A-1 asset-backed notes 'AAA';
     -- $76.25 million class A-2 asset-backed notes 'AAA';
     -- $17.50 million class B asset-backed notes 'A+';
     -- $10.63 million class C asset-backed notes 'BBB+';
     -- $5.63 million class D asset-backed notes 'BB+'.

The ratings are based on the quality of the receivables pool,
available credit enhancement, World's Foremost Bank's servicing
capabilities, and the sound legal and cash flow structures.  
Credit enhancement totaling 13.50% for the class A-1 notes is
derived from 7.00% subordination of the class B notes, 4.25%
subordination of the class C notes, 2.25% subordination of the
class D notes, and a cash collateral account.  The class A-2 notes
are supported by a total of 13.50% credit enhancement, derived
from 7.00% subordination of the class B notes, 4.25% subordination
of the class C notes, 2.25% subordination of the class D notes,
and a CCA.  The class B notes are supported by a total of 6.50%
credit enhancement, derived from 4.25% subordination of the class
C notes, 2.25% subordination of the class D notes, and a CCA.  The
class C notes are supported by 2.25% subordination of the class D
notes, a spread account, and a CCA.  The class D notes are
supported by a spread account and a CCA.

Class A-1 noteholders will receive monthly interest payments at a
fixed annual rate of 4.97%, and class A-2, B, C, and D noteholders
will receive monthly interest payments of one-month LIBOR
(1mL)+0.09%, 1mL+0.35%, 1mL+0.55%, and 1mL+1.75% per annum,
respectively.  Noteholders will receive monthly interest payments
on the 15th business day of each month, commencing Dec. 15, 2005.

The ratings address the likelihood of investors receiving full and
timely interest payments in accordance with the terms of the
underlying documents and full repayment of principal by the    
Oct. 15, 2013 legal final termination date.  They do not address
the likelihood of principal repayment by the expected maturity
date of Oct. 15, 2010 for class A-1, A-2, B, C, and D notes.


CARMIKE CINEMAS: Earns $1.3 Million of Net Income in Third Quarter
------------------------------------------------------------------
Carmike Cinemas, Inc. (NASDAQ: CKEC) reported that operating
income for the three months ended Sept. 30, 2005, was          
$11.4 million, compared to $11.3 million for the three months
ended Sept. 30, 2004.  Net income for the three months ended  
Sept. 30, 2005, was $1.3 million as compared to $7.3 million for
the three months ended Sept. 30, 2004.

Operating income for the nine months ended Sept. 30, 2005, was
$22.1 million compared to $50.7 million for the nine months ended
Sept. 30, 2004, a decrease of 56.5%.  Net loss for the nine months
ended Sept. 30, 2005 was $743,000, compared to the net income of
$19 million for the nine months ended Sept. 30, 2004.  This
decrease for the nine-month comparison is attributable to lower
box office and concession revenues for the first half of 2005
compared to 2004, higher interest expense and lower reorganization
benefits.

"We recently announced we would restate certain prior period
financial statements," Martin A. Durant, Senior Vice President of
Finance, Treasurer and CFO, stated.  "These restatements related
to the correction of tax expense for a portion of nondeductible
executive compensation.  The restatement adjustments are non-cash
and had no effect on either operating cash flows or our compliance
with debt covenants.  In connection with the restatement we filed
an amended Form 10-K for the year ended Dec. 31, 2004."

Carmike Cinemas, Inc. -- http://www.carmike.com/-- is a premiere  
motion picture exhibitor in the United States with 307 theatres
and 2,469 screens in 37 states, as of Sept. 30, 2005.  Carmike's
focus for its theatre locations is small to mid-sized communities
with populations of fewer than 100,000.

                      *       *       *

As reported in the Troubled Company Reporter on Sept. 8, 2005,
Standard & Poor's Ratings Services, in light of a steep drop in
movie theater attendance in the current year, revised its outlook
on Carmike Cinemas Inc. (B/Negative/--) to negative from positive.


CARRIER ACCESS: Posts $837,000 Net Loss in Third Quarter
--------------------------------------------------------
Carrier Access Corporation (NASDAQ: CACS) reported results for its
third quarter ended Sept. 30, 2005.

Revenue for the third quarter of fiscal 2005 was $20.9 million
compared with $21.3 million for the third quarter of fiscal 2004.  
Net loss for the third quarter of fiscal 2005 was $837,000 as
compared with net loss of $3.7 million for the third quarter of
fiscal 2004.

"The third quarter was a positive quarter in that we grew both our
wireless and converged access revenue and customer base," Carrier
Access president, CEO and chairman Roger Koenig, stated.  "In
addition, we had a solid financial quarter.  During the quarter we
increased our cash and marketable securities available for sale by
$4.6 million to $106.3 million.  We made substantial progress
toward our goal of achieving profitability, even while incurring
$1.8 million in legal and accounting fees related to our
restatements."

Carrier Access (NASDAQ: CACSE) -- http://www.carrieraccess.com/--     
provides consolidated access technology designed to streamline the  
communication network operations of service providers, enterprises  
and government agencies.  Carrier Access products enable customers  
to consolidate and upgrade access capacity, and implement
converged IP services while lowering costs and accelerating  
service revenue.  Carrier Access' technologies help its customers  
do more with less.  

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2005, the  
Company identified certain material weaknesses in its internal  
control over financial reporting as of Dec. 31, 2004.  Management  
concluded that the Company did not maintain effective controls  
over certain aspects of its review of financial statements for the  
fiscal years ended Dec. 31, 2003, and 2004, and for each of the  
following quarters because of four material weaknesses:  

   -- Management did not comply with the Company's established   
      policies and procedures requiring a review of its   
      consolidated statement of cash flows.  This failure to   
      comply with established policies and procedures resulted in   
      material misstatements in its Dec. 31, 2004 consolidated   
      statement of cash flows.  Specifically, there were material   
      misstatements in cash flows from operating activities and   
      cash flows from investing activities.  These misstatements   
      were corrected prior to the original filing of its 2004   
      Annual Report on Form 10-K.  

   -- The Company did not have effective policies and procedures   
      to evaluate customer arrangements for the appropriate   
      application of revenue recognition criteria as contemplated   
      by generally accepted accounting principles in the U.S.    
      This deficiency resulted in material misstatements to its   
      financial statements, specifically the:  

         * overstatement of revenue, costs of sales, and accounts   
           receivable; and   

         * understatement of inventory in its previously filed   
           consolidated financial statements as of and for the   
           years ended December 31, 2003 and 2004, and for the   
           interim periods contained therein.    

   -- the Company did not have effective policies and procedures   
      over accounting for its inventory reserves to prevent the   
      write up of inventory once it had been written down in a   
      previous fiscal accounting period.  This deficiency resulted   
      in material misstatements of inventory and cost of sales in   
      its previously filed consolidated financial statements as of   
      and for the years ended December 31, 2003 and 2004, and for   
      the interim periods contained therein.   

   -- the Company lacked the depth of personnel with sufficient   
      technical accounting expertise to identify and account for   
      complex transactions in accordance with generally accepted   
      accounting principles in the U.S.  This deficiency   
      contributed to the aforementioned misstatements and resulted   
      in there being more than a remote likelihood that a material   
      misstatement of the annual or interim financial statements   
      would not be prevented or detected.  

Accordingly, the Company restated these consolidated financial  
statements to correct of these errors.


CHURCH & DWIGHT: Earns $34.6 Million of Net Income in 3rd Quarter
-----------------------------------------------------------------
Church & Dwight Co., Inc. (NYSE:CHD) reported net income for
the quarter ended September 30, 2005, of $34.6 million, an
increase of $0.09 per share or 21% from last year's net income
of $27.4 million.  Last year's results included a $6.2 million
pretax or $0.05 per share inventory charge related to the
acquisition of the 50% interest in Armkel LLC that the Company did
not already own.  Excluding last year's charge, this year's
earnings would have been $0.04 per share or approximately 9%
higher than last year's adjusted $0.47 per share.

James R. Craigie, President and Chief Executive Officer,
commented, "We are very satisfied with the Company's third quarter
performance which, despite escalating costs, saw continued growth
in sales and earnings, the introduction of the new Elexa(R)
feminine care line, and an agreement to acquire the SpinBrush(R)
toothbrush business.  Additionally, we are in the process of
implementing a series of further cost reductions and major pricing
initiatives to offset the extraordinary cost increases we have
incurred so far this year, and to achieve, in 2006, our long-term
objective of improving gross margin by at least 100 basis points
per year."

For the nine months, net income was $106.7 million, an increase of
$0.41 per share or 35% over last year's net income of $76.9
million.  Last year's results included pretax charges of $18.3
million, consisting of an inventory charge of $10.3 million and an
$8 million charge for deferred financing costs, related to the
acquisition of Armkel on May 28, 2004.  Excluding last year's
charges, this year's earnings would have been $0.24 per share or
18% above last year's adjusted $1.34 per share for the nine-month
period.

Third quarter reported sales of $442.7 million were $22.4 million
or 5% above last year.  Excluding foreign exchange gains, and
promotion reserve adjustments, organic sales growth is also
approximately 5%.  Nine months sales of $1,305.2 million were
substantially higher than last year's sales, which excluded Armkel
for the period prior to its acquisition.  On a combined basis,
including Armkel prior to its acquisition in May 2004 as well as
other unconsolidated affiliates, organic sales growth for the nine
months is approximately 4%.

At the product line level, third quarter household product sales
were 5% higher due to strong growth for liquid laundry detergents
and pet care products; and personal care sales were over 5% higher
due to strong growth for condoms and diagnostic kits, combined
with flat deodorants and toothpaste sales.  Third quarter personal
care sales also benefited from pipeline shipments of the new Elexa
product line.  International sales were 6% higher primarily due to
foreign exchange gains, and specialty products were 5% higher.

At the brand level, sales of Arm & Hammer(R) and Xtra(R)
detergents, Arm & Hammer Super Scoop(R) cat litter, Trojan(R)
condoms and First Response(R) pregnancy kits were all higher than
last year, while sales of laundry detergent powder were lower.

As expected, third quarter gross profit margin declined to 37.8%,
compared to the previous year's 38.2%.  Excluding a $2.4 million
plant obsolescence charge this year and the Armkel related
inventory charge last year, as well as promotion reserve
adjustments in both years, this year's adjusted margin would have
been 38.2%, a 130 basis points reduction from last year's adjusted
39.5% (a non-GAAP measure).

For the nine months, gross margin was 38.1%, substantially higher
than last year's margin, which excluded Armkel for the first five
months.  On a combined basis including Armkel and other affiliates
(a non-GAAP measure), the Company's adjusted gross margin was
38.7%, a 140 basis points reduction from the comparable margin
last year.  The margin decline reflects substantially higher
commodity costs, particularly for oil-based raw and packaging
materials used in the household and specialty products businesses,
partially offset by cost improvement programs and pricing actions
which the Company has implemented over the past twelve months.

Third quarter selling, general and administrative expenses of
$61.6 million were $5.5 million above last year.  During the
quarter, the Company recorded a pretax charge of $8.3 million as a
result of an adverse verdict in a recent lawsuit related to a
contract dispute.  For the nine months, on a combined basis
including Armkel and other affiliates (a non-GAAP measure),
selling, general and administrative expenses were flat with last
year, and marketing expenses were slightly higher than last year.

Third quarter operating profit of $53.9 million was about flat
with last year's $53.4 million.  Excluding the charges described,
this year's operating profit would have been $63.5 million or
about 9% higher than last year.  For the nine months, on a
combined basis including Armkel and other affiliates (a non-GAAP
measure), operating profit was $188.6 million, a $10.1 million or
approximately 6% increase over last year's $178.5 million.

Below the operating profit line, third quarter other expense of
$10.5 million, which primarily represents interest costs, was
$5.9 million lower than last year, due in part to the substantial
debt paydown over the last twelve months, which more than
compensated for higher interest rates.  Last year's expense
included a $4.9 million interest payment connected with the
settlement of a legal action.

This year's third quarter tax provision of $9.5 million benefited
from a $6 million adjustment to reduce tax reserves; last year's
charge benefited from the recognition of prior year tax credits of
$2 million.

At quarter-end, the Company had total outstanding debt of
$761 million, and cash of $160 million, for a net debt position
of $601 million.  This is a $155 million reduction from the net
debt position of $756 million at the comparable quarter-end last
year.

Adjusted earnings before interest, taxes, depreciation and
amortization as defined in the Company's bank loan agreement (a
non-GAAP measure), which excludes certain non-cash items, are
approximately $234 million for the nine months, compared to
$224 million for the same period last year.

A full-text copy of the Company's quarterly report on Form 10-Q
filed with the Securities and Exchange Commission is available for
free at http://ResearchArchives.com/t/s?2d6

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks. In addition to
Arm & Hammer toothpaste, the Company's oral care portfolio
includes the Mentadentr brand of toothpaste and toothbrushes, and
Close-upr, Aimr and Pepsodentr toothpastes, all of which are sold
in the U.S. and Canada, and the Pearl Drops(R) brand of tooth
polish which is primarily sold in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Standard & Poor's Ratings Services assigned a 'B+' debt
rating to Church & Dwight Company Inc.'s $175 million senior
subordinated notes due 2012.  

In addition, Standard & Poor's affirmed its ratings on Princeton,
New Jersey-based Church & Dwight, including its 'BB' corporate
credit rating.  Approximately $853 million of pro forma debt is
outstanding.

As reported in the Troubled Company Reporter on, Dec. 10,
2004, Moody's Investors Service assigned a Ba3 rating to the
$175 million senior subordinated notes to be issued by Church &
Dwight, Inc.  

Existing senior unsecured and senior subordinated debt ratings
have been upgraded by one notch, to Ba2 and Ba3, respectively.  In
addition, CHD's Ba2 senior implied and senior secured debt ratings
were affirmed and the ratings outlook was revised to positive from
stable.


CINCINNATI BELL: Balance Sheet Upside-Down by $705.1M at Sept. 30
-----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) reported financial results for the
third quarter of 2005 including revenue of $300 million, operating
income of $72 million and a net loss of $44 million.  Reported
results reflect the impact of debt refinancing completed during
the quarter and include a $92 million pre-tax loss on the
extinguishment of debt.  Excluding this charge, net income for the
quarter was $11 million.

"Cincinnati Bell continues to assert its competitive edge in the
market by delivering the best wireless network in Cincinnati and
growing wireless and DSL activations," said Jack Cassidy,
president and chief executive officer of Cincinnati Bell.

"In addition, completing the repurchase of our 16% Senior
Subordinated Discount Notes is expected to increase free cash flow
and accelerate our ability to reduce debt going forward."

Third Quarter Highlights

   * Strong promotions drove record third-quarter DSL net
     additions of 9,000, up 65 percent from the third quarter
     2004.  Penetration of in-territory primary consumer access
     lines increased to 24 percent at quarter-end, up from 18
     percent at the same time a year ago.  DSL penetration of
     total in-territory access lines rose to 17 percent versus 13
     percent a year ago;
  
   * Introduction of the innovative "New Rules" wireless rate
     plans led to a 38 percent increase in postpaid gross
     activations versus the prior quarter while higher network
     quality continued to improve churn to 2.15 percent.  As a
     result, postpaid net additions were 4,100, an improvement of
     7,500 from the second quarter of 2005;
  
   * Reflecting Cincinnati Bell's bundling success, its "Super
     Bundle" subscriber base expanded to 147,000, up 30 percent
     from a year ago and representing a 25 percent penetration of
     in-territory households;

   * Cincinnati Bell completed the final stage of its refinancing
     plan on August 31 with the repurchase of its 16% Notes.  The
     repurchase was financed with new borrowings under the
     company's senior secured credit facilities.  Due to lower
     interest rates on the new bank debt, the refinancing will
     increase free cash flow by $20 million to $25 million on an
     annualized basis;

                 Financial and Operations Review

"We continued to see improvements driven by investments made in
our business over the past year," said Brian Ross, chief financial
officer.

"For example, investments in wireless network quality have
resulted in consistently better postpaid churn.  Access line
performance improved sequentially due in part to the investments
we made in DSL activations and out-of-territory line additions.  
We also continued to benefit from investments in our data center
and long distance operations."

Cincinnati Bell recorded quarterly revenue of $300 million,
consistent with the third quarter of 2004 after normalizing for
$6 million in revenue recorded in the prior year but associated
with assets that were sold in 2004.  Increased revenue from
equipment and data center operations, long distance and DSL
partially offset lower wireless and local voice revenue.

EBITDA (earnings before interest, taxes, depreciation and
amortization) was $114 million compared with $124 million in the
second quarter of 2005.  Higher expenses supporting better than
expected wireless and DSL activations drove more than half of the
EBITDA decline in the quarter.

Due to improvements in working capital, quarterly free cash flow
increased to $36 million, up 6 percent from the third quarter of
2004. Cincinnati Bell reported net debt3 of $2.1 billion at
quarter-end, down approximately 2 percent from a year ago.  
Capital expenditures were $38 million, or 13 percent of revenue
for the quarter.

                          2005 Guidance

The company has revised 2005 financial guidance for EBITDA and
Free Cash Flow to reflect lower year to date wireless voice
revenue and additional expense related to increased wireless and
DSL activations, which are expected to continue into the fourth
quarter.
      
      Category                Guidance
      --------                --------
      Revenue                 Low single-digit percent decline
      EBITDA                  $470 million to $480 million
      Capital Expenditures    Approximately 12 percent of revenue
      Free Cash Flow          Approximately $145 million

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--        
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

As of Sept. 30, 2005, the Company's equity deficit widened to
$705.1 million from a $624.5 million deficit at Dec. 31, 2005.


CLEAN HARBORS: Debt Reduction Plans Prompt S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Clean Harbors Inc. on
CreditWatch with positive implications.  The CreditWatch placement
follows the company's recent announcement that it plans to raise
net proceeds in the approximately $60 million area from a follow-
on common stock offering, with the majority of proceeds earmarked
for debt reduction.
     
Proceeds will be used to redeem 35% of the company's senior
secured second-lien notes due 2012 and, to the extent any proceeds
remain available thereafter, they will be applied for general
corporate purposes.  Pro forma for the transaction, Braintree,
Massachusetts-based Clean Harbors will have approximately      
$103 million in total balance-sheet debt outstanding.

"Clean Harbors' financial risk profile has also improved because
of favorable demand conditions and improving capacity utilization
rates.  Upon completion of the equity offering, we will raise the
corporate credit rating to 'BB' from 'BB-'," said Standard &
Poor's credit analyst Robyn Shapiro.  "The outlook will be
stable."

At the same time, Standard & Poor's assigned its 'BB+' rating and
'1' recovery rating to Clean Harbors' proposed senior secured
revolving credit facility due 2010, based on preliminary terms and
conditions.  The bank loan rating is one notch higher than the
prospective corporate credit rating; this and the recovery rating
indicate the expectation that bank lenders would fully recover
their principal in the event of a payment default.  The first-lien
revolving credit facility will be increased to $70 million from
$30 million.

In addition, Standard & Poor's assigned its 'BB' rating and '2'
recovery rating to the company's senior secured synthetic letter
of credit facility, subject to preliminary terms and conditions.  
These ratings indicate the expectation that bank lenders can
expect substantial recovery of principal in the event of a payment
default.  The senior secured synthetic letter of credit facility
maturing in 2010 will be reduced to $50 million from $90 million.

Following resolution of the CreditWatch, Standard & Poor's will
also raise its rating on Clean Harbors' existing senior secured
second-lien notes due 2012 to 'B+' from 'B'.  The ratings on Clean
Harbors' existing credit facilities will be withdrawn.

The ratings on Clean Harbors reflect an aggressive financial risk
profile, including significant environmental liabilities, a growth
strategy that could limit further improvement of the balance
sheet, and a weak business risk profile.  These factors are
partially offset by a leading position in the hazardous waste
management industry, and strengthened operating results and
improved financial flexibility after the proposed financing
transactions.

Clean Harbors provides collection, transportation, treatment, and
disposal of hazardous and industrial wastes.


COEUR D'ALENE: Earns $3.5 Million of Net Income in Third Quarter
----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE; TSX: CDM), the world's
largest primary silver producer and a growing gold producer,
reported net income of $3.5 million for the third quarter of 2005,
compared to a net loss of $18.1 million for the year-ago period.  

Revenue for the third quarter of 2005 was $44.1 million, an
increase of 41 percent as compared to $31.3 million in the    
year-ago period.

Revenues were $120.8 million for the first nine months of 2005, an
increase of 38 percent as compared to $87.4 million in the year-
ago period.
    
"The Company reported sharply improved financial results in large
measure because consolidated cash production costs per ounce
declined by 18 percent while shipments and price realizations for
both silver and gold increased," Dennis E. Wheeler, Chairman,
President and Chief Executive Officer, said.  "In addition, our
recent Australian acquisitions began to make a positive
contribution during the quarter.  Moreover, we have seen
encouraging results from our efforts to reduce overhead costs,
with third-quarter G&A expenses continuing to decline and
representing a 23 percent reduction from those of the first
quarter of this year."       

Coeur d'Alene Mines Corporation -- http://www.coeur.com/-- is the  
world's largest primary silver producer, as well as a significant,
low-cost producer of gold.  The Company has mining interests in
Nevada, Idaho, Alaska, Argentina, Chile, Bolivia and Australia.  

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.  S&P said
the outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.


CREDIT SUISSE: Fitch Places Low-B Ratings on $54.4 Mil. Certs.
--------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates are rated by Fitch Ratings:

     -- $82,000,000 class A-1 'AAA';
     -- $122,000,000 class A-2 'AAA';
     -- $149,000,000 class A-3 'AAA';
     -- $136,155,000 class A-AB 'AAA';
     -- $1,003,000,000 class A-4 'AAA';
     -- $538,421,000 class A-1-A 'AAA';
     -- $290,181,000 class A-M 'AAA';
     -- $224,823,000 class A-J 'AAA';
     -- $2,900,946,560 class A-X 'AAA';
     -- $2,798,804,000 class A-SP 'AAA';
     -- $105,033,854 class A-Y 'AAA';
     -- $24,900,000 class B 'AA+';
     -- $47,624,000 class C 'AA';
     -- $21,757,000 class D 'AA-';
     -- $18,130,000 class E 'A+';
     -- $29,010,000 class F 'A';
     -- $36,262,000 class G 'A-';
     -- $21,757,000 class H 'BBB+';
     -- $32,636,000 class J 'BBB';
     -- $32,635,000 class K 'BBB-';
     -- $7,253,000 class L 'BB+';
     -- $14,505,000 class M 'BB';
     -- $10,878,000 class N 'BB-';
     -- $3,626,000 class O 'B+';
     -- $7,253,000 class P 'B';
     -- $10,878,000 class Q 'B-';
     -- $5,500,000 class 375-A 'BBB+';
     -- $9,500,000 class 375-B 'BBB';
     -- $21,200,000 class 375-C 'BBB-'.

The $36,262,560 class S is not rated by Fitch.  Classes A-1, A-2,
A-3, A-AB, A-4, A-1-A, A-M, A-J, B, C, D, E, and F are offered
publicly, while classes A-X, A-SP, A-Y, G, H, J, K, L, M, N, O, P,
Q, S, 375-A, 375-B, and 375-C are privately placed pursuant to
rule 144A of the Securities Act of 1933.  With the exceptions of
classes 375-A, 375-B, and 375-C, the certificates represent
beneficial ownership interest in the trust, primary assets of
which are 280 fixed-rate loans having an aggregate principal
balance of approximately $2,937,146,560 as of the cutoff date.  
The ratings of the 375-A, 375-B, and 375-C certificates address
the likelihood of the ultimate payment of principal and the timely
payment of interest to holders thereof on or before the rated
final maturity date of all payments to which they are entitled.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Credit Suisse First Boston Mortgage Securities
Corp., Series 2005-C5', dated Oct. 18, 2005 and available on the
Fitch Ratings Web site at http://www.fitchratings.com/


CUMULUS MEDIA: Reports Third Quarter Financial Results
------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) reported financial results for
the three and nine month periods ended September 30, 2005.

Net revenues for the third quarter of 2005 increased $1.4 million
to $85.3 million, a 1.6% increase from the third quarter of 2004,
primarily as a result of a 5.2% increase in local advertising
revenue, offset by a 12.0% decrease in national advertising
revenue.  For the quarter, revenue grew in 33 of the Company's
61 markets.

Station operating expenses increased $1.3 million to $52.9
million, an increase of 2.5% over the third quarter of 2004.   
During the second quarter of 2005, the Company launched its second
station in Houston, Texas (acquired on March 31, 2005).  The
increased expenses associated with the new Houston station,
coupled with promotional expenses associated with the first
quarter launch of the Company's rock station in Houston, were
significant drivers of the third quarter station operating expense
increase.  Excluding the effect of expenses attributable to the
Houston, Texas market, station operating expenses would have
increased by $0.4 million or 0.8% for the quarter.

Station operating income (defined as operating income before non
cash contract termination costs, depreciation and amortization,
LMA fees, corporate general and administrative expenses, non-cash
stock compensation and restructuring charges (credits)) was
$32.4 million, an increase of 0.1% from the third quarter of 2004.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions completed during the period as
if each were consummated at the beginning of the periods presented
and excludes the results of Broadcast Software International, net
revenues for the third quarter of 2005 increased $1.4 million to
$85 million, an increase of 1.7% from the third quarter of 2004.
In terms of revenue composition, pro forma local advertising
revenues increased approximately 4.4%, offset by a 11.4% decrease
in pro forma national advertising revenues.

Pro forma station operating expenses increased $1.3 million to
$52.6 million, an increase of 2.5% over the third quarter of 2004.
This increase was primarily due to:

   1) expenses incurred during the period associated with the
      second quarter launch of the Company's new station in
      Houston, Texas;

   2) promotional expenses incurred during the period associated
      with the first quarter launch of the Company's rock station
      in Houston; and

   3) general expense increases associated with operating the
      Company's station portfolio.

Excluding the effect of expenses attributable to the Houston,
Texas market during the third quarter, pro forma station operating
expenses would have increased by $0.4 million or 0.8% for the
third quarter.

Pro forma station operating income (defined as operating income
(loss) before non-cash contract termination costs, depreciation,
amortization, LMA fees, corporate general and administrative
expenses, non-cash stock compensation and restructuring charges
(credits); and excluding the results of Broadcast Software
International) decreased $0.1 million to $32.5 million, an
decrease of 0.3% from the third quarter of 2004.

Non-cash stock compensation expense increased to $0.8 million
for the third quarter of 2005, as compared with a $0.2 million
non-cash stock compensation credit in the prior year.

Interest expense increased by $0.7 million or 12.9% to
$5.7 million for the three months ended September 30, 2005,
as compared with $5.0 million in the prior period. This
increase was primarily due to a higher average cost of bank
debt and increased levels of bank debt outstanding during the
current quarter, offset by a $0.3 million gain recorded in the
current quarter as a decrease to interest expense related to the
adjustment of the fair value of certain derivative instruments.

Losses on early extinguishments of debt were $1.2 million
for the three months ended September 30, 2005 as compared with
$2.1 million during the prior year.  Losses in the current period
relate to the retirement of the Company's term and revolving loan
facilities in connection with the execution of a new $800 million
credit agreement in July 2005.  Losses in the prior year related
to the completion of an amendment and restatement of the Company's
then existing credit agreement and the related retirement and
replacement of our term loans.

Income tax expense increased by $0.5 million or 7.9% to $7 million
for the three months ended September 30, 2005, as compared with
$6.5 million in the prior period.  Tax expense in the current and
prior year is comprised entirely of deferred tax expense and
relates primarily to the establishment of valuation allowances
against net operating loss carry-forwards generated during the
periods.

Basic income per common share was $0.14 for the three months ended
September 30, 2005, as compared with basic income per common share
of $0.13 during the prior year.  Diluted income per common share
was $0.13 for the three months ended September 30, 2005, as
compared with diluted income per common share of $0.13 in the
prior year.

                 Leverage and Financial Position

Capital expenditures for the three months ended September 30,
2005, totaled $3.1 million and was comprised of $1.6 million of
maintenance related capital expenditures.  For the full year of
2005, the Company continues to expect capital expenditures to
total approximately $7.0 million.

On July 14, 2005, the Company entered into a new $800 million
credit agreement, which provides for a seven-year $400 million
revolving credit facility and a seven-year $400 million term loan
facility.  The proceeds of the term loan facility, fully funded on
July 14, 2005, and drawings on that date of $123 million on the
revolving credit facility, were used by the Company primarily to
repay all amounts owed under its prior credit facility.  As of
September 30, 2005, $157 million was outstanding under the seven-
year revolving credit facility and $400 million was outstanding
under the seven-year term loan facility.

Leverage, defined under the terms of the Company's credit facility
as total indebtedness divided by trailing 12-month Adjusted EBITDA
as adjusted for certain non-recurring expenses, was 5.4x at
September 30, 2005.

The ratio of net long-term debt to trailing 12-month pro forma
Adjusted EBITDA as of September 30, 2005 is approximately 5.3x.

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Moody's Investors Service affirmed the existing debt ratings and
stable rating outlook of Cumulus Media, Inc. following the
company's announcement of the formation of Cumulus Media Partners,
LLC with a group of private equity sponsors (Bain Capital, The
Blackstone Group and Thomas H. Lee Partners) to acquire the radio
broadcasting division of Susquehanna Pfaltzgraff Co. for
approximately $1.2 billion.

These ratings are affirmed:

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

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

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

Moody's said the outlook is stable.


DELPHI CORP: Posts $788 Million Net Loss in Third Quarter
---------------------------------------------------------
Delphi Corp. reported third quarter financial results for the
period ended Sept. 30, 2005.

The Company reported revenues of $6.28 billion, down from $6.64
billion in the third quarter for 2004.  Non-GM revenue for the
quarter was $3.33 billion, up 6% from $3.15 billion in quarter for
2004 (up 5%, excluding the effects of foreign exchange rates),
representing 53$ of third quarter revenues.  Non-GM growth was
more than offset by a 16% year-over-year decline in GM revenues.

The Company recorded GAAP net loss of $788 million compared to
third quarter 2004 net loss of $119 million.  Included in the
third quarter 2005 net loss was $136 million of accrued contract
costs of idled employees who were previously expected to either
return to active service or depart through retirement or flowback
to GM.  In addition, the results include $85 million of costs
related to idled employees incurred in the third quarter.

GAAP cash used in operations was $833 million, compared to GAAP
cash provided by operations of $238 million in Q3 2004.  Cash used
in operations was negatively impacted by shorter supplier payment
terms, principally in the U.S.

"The sizeable loss in this quarter only underscores the urgent
need to address our U.S. labor cost issues," said Robert S.
"Steve" Miller, Delphi's chairman and CEO.  "Delphi can not
continue indefinitely to operate our facilities in the U.S., which
lose a substantial amount of money, without being able to adjust
our cost structure.  The continued pressures Delphi faces from low
GMNA production volumes, commodity price increases, pension and
post retirement health care cost increases, along with the cost of
paying for idled workers, will only intensify our U.S. losses
until we come up with a competitive, sustainable plan of
reorganization for our U.S. operations through the Chapter 11
process."

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


DELTA AIR: First Chicago & Banc One Seek Adequate Protection
------------------------------------------------------------
First Chicago Leasing Corporation and Banc One Equipment Finance
are owner participants in owner trusts that own five aircraft
leased by Delta Air Lines, Inc.:

   Owner           Model             Tail No.
   -----           -----             --------
   First Chicago   Boeing 737-232    N332DL
                   Boeing 737-232    N334DL
                   Boeing 767-332    N125DL

   Banc One        Boeing 757-232    N666DN
                   Boeing 767-332    N126DL

Peter V. Pantaleo, Esq., at Simpson Thacher & Bartlett LLP, in
New York, relates that the Aircraft remain in service in the
Debtors' operating fleet.  As a result of the continued use of
the Aircraft, the Aircraft are depreciating.  Even when not in
use, the Aircraft may still suffer losses in maintenance value in
connection with the calendar-based maintenance programs.

As adequate protection of their interests in the Aircraft, the
Aircraft Owners ask the Court to condition the continued use of
the Aircraft on the Debtors' compliance of their contractual
obligations, including:

   (i) paying rent;

  (ii) keeping the Aircraft free and clear of liens and other
       encumbrances;

(iii) keeping the Aircraft registered in the United States;

  (iv) maintaining, servicing and repairing the Aircraft in
       compliance with the Federal Aviation Administration-
       approved maintenance program and as otherwise required by
       each lease;

   (v) operating the Aircraft in accordance with the terms and      
       conditions of each lease;

  (vi) not transferring the Aircraft pursuant to a sublease or
       other similar arrangement;

(vii) returning the Aircraft in the condition required by each
       lease;

(viii) maintaining both liability and "all-risk" hull insurance,
       as required by each lease; and

  (ix) permitting the Aircraft Owners to inspect the Aircraft and
       related records.

To the extent the conditions prove to be insufficient protection
of their interests in the Aircraft, the Aircraft Owners request
that the Court grant the Owners a superpriority administrative
claim pursuant to Section 507(b) 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. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Walk Away from Dallas-Fort Worth Leases
-----------------------------------------------------------
Delta Air Lines, Inc., and the Dallas-Fort Worth International
Airport Board are parties to a Special Facility Delta Maintenance
Lease Agreement, dated April 1, 1972 and a DFW Hangar Agreement
of the Lease, dated May 1, 1991.

The Leases govern the Debtors' use and occupancy of the Hangar
and Maintenance Facility at East 28th Street, Dallas Fort Worth
International Airport, in Texas.  Under the Leases, the Debtors
are responsible for providing maintenance, repair, and
replacement services for the Hangar Facility.

As part of their ongoing restructuring efforts, the Debtors have
determined that the Hangar Facility and, therefore, the Leases,
are not necessary to their continued business operations and do
not benefit their estates.

The Debtors have examined the costs associated with their
obligations under the Leases and have determined that:

   (a) the costs are substantial and constitute an unnecessary
       drain on their precious cash resources; and

   (b) the savings from the rejection of the Leases will
       favorably affect their cash flow and assist them in
       managing their future operations.

Pursuant to Section 365(a) of the Bankruptcy Code, the Debtors
seek the U.S. Bankruptcy Court for the Southern District of New
York's authority to walk away from the Leases, effective November
3, 2005.

The Debtors have left personal property at the Hangar and
Maintenance Facility.  The property is of inconsequential value
and of no benefit to the estates.  Pursuant to Section 554(a),
the Debtors seek permission to abandon the Expendable Property.

The Debtors further request that the holder of any claim arising
from the rejection of the Leases be required to file a proof of
claim on or before the later of:

   (x) the Bar Date for filing general unsecured claims, or

   (y) 30 days after the effective date of the rejection or
       abandonment to which the claim relates.

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. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EAGLEPICHER HOLDINGS: Court Okays Additional Services of Deloitte
-----------------------------------------------------------------          
The U.S. Bankruptcy for the Southern District of Ohio approved
EaglePicher Holdings, Inc., and its debtor-affiliates' request to
avail of additional bankruptcy-related tax services by Deloitte
Tax LLP.

On July 26, 2005, the Court entered a Stipulated Order Approving
Retention of Deloitte Tax LLP, which authorized the retention and
employment of Deloitte Tax.  

Since the entry of the Stipulated Order, the Debtors determined
that they needed professional tax services relating to transfer
pricing regulations of the United States and Germany as they
relate to certain intercompany transactions between EaglePicher
Incorporated and Wolverine GmbH, a German affiliate of EaglePicher
Incorporated.  

The Debtors selected Deloitte Tax to provide the additional tax
services, due to the Firm's familiarity with the Debtors' business
and operations.

Deloitte Tax's additional tax services include:

   a) assisting the Debtors with respect to conducting an
      analysis concerning the likelihood that U.S. or German
      taxing authorities will succeed in making transfer pricing
      adjustments with respect to the intercompany transactions
      between EaglePicher Inc., or Wolverine; and

   b) preparing a written report for the Debtors showing the
      results of the analysis in connection with the transfer
      pricing adjustments

Tod B. Smith, a partner at Deloitte Tax, reports the Firm's
professional rates for the additional tax services:

      Designation                       Hourly Rate
      -----------                       -----------
      Partner, Principal, or Director   $600 - $700
      Senior Manager                    $500 - $600
      Manager                           $400 - $500
      Senior Consultants                $275 - $325
      Staff Consultants                 $190 - $240

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

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and   
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner, Esq., at
Squire, Sanders & Dempsey L.L.P. represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$585 million in consolidated assets and $730 in consolidated
debts.


EASTMAN KODAK: Restated Financials Show $1.038 Billion Net Loss
---------------------------------------------------------------
Eastman Kodak Company has adjusted its previously announced third-
quarter 2005 loss, on the basis of generally accepted accounting
principles in the U.S., primarily because of accounting errors
involving restructuring accruals associated with severance and
special pension-related termination benefits.

The errors, which represent non-cash items, total $15 million
after tax.  While the $15 million of restructuring-related
adjustments increased the company's third-quarter loss, they also
reduced the losses recorded in the first and second quarters of
2005 by an equivalent amount because the adjustments should have
been recorded in the first and second quarters.  There is no
effect on periods prior to 2005.

In addition, the company increased the previously reported gain on
the third-quarter sale of real estate by approximately $6 million
after tax.  The $6 million gain on the real-estate sale does not
affect any prior periods.

As a result of all of these adjustments, the company's third-
quarter loss increased by $9 million, to $1.038 billion, from the
previously reported loss of $1.029 billion.  On a year-to-date
basis, the adjustments in total, including the increased gain on
real estate, decreased the GAAP loss by $6 million after tax.

Kodak reported final results for the third quarter of 2005 in its
Form 10-Q, which was filed on Nov. 9, 2005, with the Securities
and Exchange Commission.  The company also filed today a Form 8-K
with the SEC indicating that it will restate its previously issued
financial statements for the first and second quarters of 2005
through the filing of amended Form 10-Qs for the first and second
quarters of 2005.

"As we have previously said, the magnitude of the worldwide
restructuring program the company is undertaking imposes
significant challenges to ensure the appropriate accounting," said
Robert H. Brust, Chief Financial Officer and Executive Vice
President, Eastman Kodak Company.  "While we are deeply committed
to the highest standards of accounting, the act of reducing
employment by more than 15,000 people thus far, in more than 40
countries, and dealing with a variety of labor laws and severance
plans, creates the opportunity for errors in the numerous entries
that must be made.  We continue to improve our financial controls,
and the detection of these errors is evidence of the effectiveness
of this effort.

"Nonetheless, as a result of the severance-related error, the
company is disclosing that it has an internal control deficiency
that constitutes a material weakness that impacted the accounting
for restructurings," Mr. Brust said.  "The error itself involves
an incorrect calculation of a severance accrual for one employee,
the only such error out of approximately 6,000 employee reductions
made this year.  Given that, we fully expect to remediate this
material weakness by the end of the year."

The company first disclosed its third-quarter results on Oct. 19,
2005.  Since then, as a consequence of the customary closing
procedures performed to finalize the quarterly results, the
company identified the errors related to restructuring accruals.
The restated results for the first and second quarters of 2005, as
well as the final results for the third quarter of 2005, are:

                                  As Originally         
                                     Reported          Restated
                                  -------------        --------
1st-Quarter 2005
  Restructuring costs and other    $118,000,000      $115,000,000
  GAAP Net Loss                    $142,000,000      $140,000,000
  GAAP Loss per share                     $0.50             $0.49

2nd-Quarter 2005
  Restructuring costs and other    $267,000,000      $253,000,000
  GAAP Net Loss                     $54,000,000      $141,000,000
  GAAP EPS Loss per share                 $0.54             $0.49

                                     Previously           
                                      Announced          Final
                                     ----------          -----
3rd-Quarter 2005
  Restructuring costs and other    $146,000,000      $163,000,000
  Other charges, net                $15,000,000        $9,000,000
  GAAP Net Loss                  $1,029,000,000    $1,038,000,000
  GAAP EPS Loss per share                 $3.58             $3.61

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products    
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Fitch Ratings downgraded Eastman Kodak Company's senior
unsecured debt to 'B+' from 'BB-', assigned a 'BB+' rating to
Kodak's new $2.7 billion senior secured credit facility, and
affirmed the issuer default rating of 'BB-'.  The Rating Outlook
remains Negative.  Approximately $4.4 billion of debt is affected
by Fitch's action, including $2.7 billion of secured facilities.

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


EASYLINK SERVICES: Completes Corrections in Financial Statements
----------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASYE) completed its
determination of previously announced prior period corrections.

The Company has determined that the impact of these items is to
increase net income for the year ending Dec. 31, 2004, by
approximately $200,000 and to increase the net loss for the
quarter ending Mar. 31, 2005, by approximately $400,000.

The Company estimates that these adjustments will also result in a
cumulative net decrease in stockholders' equity of approximately
$40,000 through Mar. 31, 2005.  The Company will restate its
financial statements for the fiscal year ended December 31, 2004
and the quarter ended March 31, 2005 to reflect these adjustments.
The amendments to the Company's financial statements to effect the
restatements are subject to the review and approval of the
Company's former independent registered public accountants. Such
revision may result in changes to the Company's determination
and/or the identification of additional adjustments.

                      New Accountants

EasyLink previously announced that on Aug. 3, 2005 it had retained
Grant Thornton LLP as its independent registered public
accountants.  In connection with its review of the Company's
financial results for the quarter ending June 30, 2005, Grant
Thornton identified certain items related to prior periods that it
indicated may need to be adjusted to enable it to complete its
review.  The Company also announced that any adjustment in prior
period accounts, however, would require the review and concurrence
of KPMG LLP, the Company's former independent registered public
accountants, and that it would be unable to announce its 2nd
quarter earnings and to file its Quarterly Report on Form 10-Q
until these adjustments are satisfactorily resolved.

             Financial Statements Amendments

The Company is preparing the amendments to its Annual Report on
Form 10-K for the year ended Dec. 31, 2004 and its Quarterly
Report on Form 10-Q for the quarter ended Mar. 31, 2005 reflecting
the adjustments and, subject to completion of the review and
approval by its former independent registered public accountants,
intends to file the amendments within the next two weeks.  The
Company intends to file its Quarterly Reports on Form 10-Q for the
second quarter ended June 30, 2005 and the third quarter ended
September 30, 2005, subject to completion of the review and
approval of its current independent registered public accountants,
by the end of November 2005.

            Nasdaq Compliance Period Extension

On Sept. 29, 2005, the Company appeared before a Nasdaq Listing
Qualifications Panel to request an extension of time to file its
Quarterly Reports on Form 10-Q for the quarters ended June 30,
2005 and September 30, 2005.  On Nov. 7, 2005, the Company
received notice that the Panel granted the Company's request for
an extension until Dec. 19, 2005 to file these reports.  In
addition to the filing requirement, the Company must regain
compliance with the $1 minimum bid price requirement by February
21, 2006 and the Company's Form 10-Q for the quarter ended
September 30, 2005 and Form 10-K for the year ended December 31,
2005 must report stockholders' equity of at least $10 million.

EasyLink Services Corporation (NASDAQ: EASYE), --   
http://www.EasyLink.com/-- headquartered in Piscataway, New  
Jersey, is a leading global provider of outsourced business
process automation services that enable medium and large
enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and paper-
based business processes into efficient electronic business
processes.  EasyLink is integral to the movement of information,
money, materials, products, and people in the global economy,
dramatically improving the flow of data and documents for mission-
critical business processes such as client communications via
invoices, statements and confirmations, insurance claims,
purchasing, shipping and payments.  Driven by the discipline of
Six Sigma Quality, EasyLink helps companies become more
competitive by providing the most secure, efficient, reliable, and
flexible means of conducting business electronically.

                        *     *     *

                     Going Concern Doubt    

KPMG LLP expressed substantial doubt about EasyLink'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 Company said it again received that going concern   
qualification notwithstanding the significant improvements in its   
financial condition and results of operations over the past three   
years.  The auditors point to the Company's working capital   
deficiency and an accumulated deficit.  The Company also received   
qualified opinions from its auditors in 2000, 2001, 2002 and 2003.


ELCOM INT'L: Sept. 30 Balance Sheet Upside-Down by $6 Million
-------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO; AIM: ELC and
ELCS), reported operating results for its third quarter ended
Sept. 30, 2005.

Net revenues for the quarter ended Sept. 30, 2005, decreased to
$547,000 from $667,000 in the same period of 2004, a decrease of
$120,000, or 18%.  Professional services revenue decreased by
$153,000 primarily due a decrease in customer "go lives" on the
eProcurement Scotland program, where three customers went live in
the 2004 period, while no customers went live in the 2005 quarter.
Elcom anticipates that two or three eProcurement Scotland
customers will go live in the fourth quarter of 2005.  License,
hosting and other fees increased primarily as a result of the
Company's larger customer base in the 2005 quarter, versus the
2004 period.  License, hosting and other fees include license
fees, hosting fees, supplier fees, usage fees, and maintenance
fees. Professional services revenue includes implementation fees,
integration fees and other professional services.

Gross profit for the quarter ended September 30, 2005, decreased
28% to $436,000 from $607,000 in the comparable 2004 quarterly
period, reflecting the decreased revenues recorded in the third
quarter of 2005, as well as the increased costs of certain ongoing
implementations.

The Company reported an operating loss of $1,050,000 for the
quarter ended September 30, 2005 compared to a loss of $1,053,000
reported in the comparable quarter of 2004, which was essentially
unchanged, reflecting the net impact of the decrease in net
revenues from the 2004 period, which was offset by a similar
decrease in operating expenses in the 2005 quarter, versus the
2004 quarter.

Net revenues for the nine months ended September 30, 2005,
decreased to $1,924,000 from $2,974,000 in the same period of
2004, a decrease of $1,050,000, or 35%.  License, hosting and
other fees decreased in the first nine months of 2005 versus the
same period of 2004 primarily due to recording the fourth and
final lump sum license payment from Capgemini of $1,142,000 which
was earned upon signing the thirteenth customer of the
eProcurement Scotland program in the first quarter of 2004 (this
license fee is non- recurring).  License, hosting and other fees
include license fees, hosting fees, supplier fees, usage fees, and
maintenance fees. Professional services fees decreased by
$118,000, from $558,000 in 2004 to $440,000 in 2005, primarily due
to a decrease in customer "go lives" on the eProcurement Scotland
program, where seven customers went live in the 2004 period, while
only three customers went live in the 2005 period.  Professional
services revenue includes implementation fees, integration fees
and other professional services.

Gross profit for the nine months ended September 30, 2005,
decreased to $1,585,000 from $2,777,000 in the comparable 2004
nine-month period, a decrease of $1,192,000.  This decrease is
primarily a result of the much higher level of one-time license,
hosting and other fees revenue recorded in the first nine months
of 2004 versus revenues recorded in the first nine months of 2005.

The Company reported an operating loss of $3,010,000 for the nine
months ended September 30, 2005 compared to a loss of $2,143,000
reported in the comparable nine months of 2004, an increase of
$867,000 in the reported loss.  This larger operating loss in the
first nine months of 2005 compared to the first nine months of
2004 was primarily due to the one-time increase in license,
hosting and other fees revenue recorded in the first quarter of
2004, as described above.

Robert J. Crowell, Elcom International, Inc.'s Chairman and CEO
said, "Elcom filed a Form-8K with the SEC on Aug. 18, 2005
describing Elcom's signing of a material contract as a
subcontractor to PA Shared Services Limited, a subsidiary of PA
Consulting Group UK plc, to implement our PECOS and associated
systems as part of an eMarketplace to be built and offered to
public sector entities in the U.K.  Even with quarterly revenues
lower than last year's quarter, this contract, in conjunction with
two major initiatives in the U.S. now in the pilot stage, combined
with our existing customer base, have placed Elcom in an excellent
position to build market awareness and revenues in the future."

Mr. Crowell continued, "As disclosed in our SEC filings, Elcom has
been the recipient of loans from myself and the Vice Chairman
which, combined with much larger amounts periodically advanced
from non-U.S. investor(s), have allowed Elcom to operate with cash
levels to operate and deploy additional resources towards our new
contract in the U.K. and our other initiatives.  We expect some of
these loans to be a part of our anticipated strategic funding,
which while overdue for completion, continues to be expected in
the near future.  Once accomplished, Elcom will be unique in its
market positioning and most importantly, ready to take advantage
of that positioning. I am more excited by far about Elcom's future
than last year."

             Factors Affecting Future Performance

A significant portion of the Company's revenues are from license
and associated fees received from Capgemini UK PLC under a back-
to- back contract between Elcom and Capgemini which essentially
mirrors the primary agreement between Capgemini and the Scottish
Executive, executed in November 2001.  Future revenue under this
arrangement is contingent on the following significant factors:

    * the rate of adoption of the Company's ePurchasing solution
      by public entities associated with the Scottish Executive;

    * renewal by existing public entity clients of their rights to
      use the ePurchasing solution;

    * the procurement of additional services from the Company by
      public entities associated with the Scottish Executive;

    * Capgemini's relationship with the Scottish Executive; and

    * their compliance with the terms and conditions of their
      agreement with the Scottish Executive and the ability of the
      Company to perform under its agreement with Capgemini.

In addition, the Company intends to commit incremental resources
to provide the eProcurement and eMarketplace components of the
Zanzibar eMarketplace for public sector organizations in the U.K.
under its agreements with PA Consulting Group UK plc and its
wholly-owned subsidiary, PA Shared Services Ltd.  Future revenue
under this arrangement is contingent primarily on the timing and
rate of adoption by U.K. Public Entities of the Zanzibar
eMarketplace, as well as the timing and level of costs incurred to
develop the required infrastructure to support the architecture of
the Zanzibar eMarketplace (which is not expected to reach stage 1
completion until the first quarter of 2006), and the ability of
the consortium, as a whole, to operate on a profitable basis.

                     Bankruptcy Warning

If further business fails to develop under the Capgemini agreement
or the U.S. Initiatives or if the Zanzibar eMarketplace does not
attract a profitable level of clients, or if the Company is unable
to perform under any of these agreements, it would have a material
adverse affect on the Company's future financial results.  In
November of 2005, the Company intends to obtain additional capital
via the issuance and sale of common shares solely to non- U.S.
investors in an offshore transaction pursuant to Regulation S and
to list any such shares on the AIM Exchange, which, if consummated
as anticipated, is expected to result in substantial dilution to
its stockholders.  The Company expects to raise approximately 3.0
million pounds sterling (approximately $5.3 million) in this
offering at a substantial discount to the current market price of
its common stock on the Over The Counter Bulletin Board.  Failure
to consummate this expected AIM Exchange offering or other near-
term financing, such as additional bridge loans or customer
advances, would likely force the Company to curtail operations and
seek protection under bankruptcy laws in November of 2005.  The
foregoing does not constitute an offer to sell or the solicitation
of an offer to buy shares of the Company's common stock.

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC  
and ELCS) -- http://www.elcominternational.com/-- operates elcom,     
inc, an international B2B Commerce Service Provider offering  
affordable solutions for buyers, sellers and commerce communities  
to automate many or all of their purchasing processes and conduct  
business online.  PECOS, Elcom's remotely-hosted flagship  
solution, enables enterprises of all sizes to achieve the many  
benefits of B2B eCommerce without the burden of infrastructure  
investment and ongoing content and system management.

At Sept. 30, 2005, Elcom International, Inc.'s balance sheet
showed a $6,010,000 stockholders' deficit compared to a $2,840,000
deficit at Dec. 31, 2004.


EXIDE TECHNOLOGIES: Posts $33 Million Net Loss in Second Quarter
----------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) reported financial results for
the second quarter of fiscal 2006 ended Sept. 30, 2005.

Consolidated net sales for the second quarter of fiscal 2006 rose
7.7% to $686.5 million from $637.6 million in the second quarter
of fiscal 2005.  The improved results, which include favorable
currency impacts of $2.3 million, benefited from higher average
selling prices in all businesses as a result of the pass-through
of continued commodity-related price increases, as well as
increased demand in the Industrial Energy business.

"Our business delivered improved performance on an adjusted EBITDA
basis," said Gordon Ulsh, President and Chief Executive Officer of
Exide Technologies.  "Our work on improving productivity, reducing
our cost structure and continued material cost-reduction
initiatives while enhancing our product lines is beginning to show
positive results."

Mr. Ulsh added: "While the management team is encouraged by the
progress made over the past two quarters, we fully recognize that
much remains to be done to get the Company's performance to levels
commensurate with its potential."

                    Consolidated Net Loss

The consolidated net loss for the second quarter of fiscal 2006
was $33.0 million compared to a net loss of $17.1 million reported
in the second quarter of fiscal 2005.  The results reflect
restructuring costs of $6.6 million, continuing reorganization
items of $1.7 million, and a loss on the revaluation of warrants
of $0.4 million.  The results also include an increase in interest
expense of $5.2 million resulting from higher rates and debt
levels.  The year-over-year difference also reflects a $12.0
million mark-to-market gain associated with the revaluation of the
Company's warrant liability in the prior-year quarter.

                        Adjusted EBITDA

Adjusted EBITDA -- a key measure of the Company's operational and
financial performance and defined as earnings before interest,
taxes, depreciation, amortization and restructuring charges -
showed a quarter-over-quarter improvement of $3.4 million or 15.7%
to $24.9 million, driven principally by strong volumes in the
Company's Industrial Energy business.

These results have also been adjusted to exclude the impact of
$1.4 million related to a non-cash, currency re-measurement loss,
a $0.4 million non-cash loss from the revaluation of the Company's
warrants, and a $1.0 million adjustment associated with impairment
charges and non-cash losses related to asset sales.

                 Industrial Energy Business

Consolidated global net sales in the Company's Industrial Energy
business increased 16.9% to $273 million during the second quarter
of fiscal 2006.  The increase was largely driven by strong
performance in North America where sales increased 40% primarily
as a result of higher product demand in Network Power and
favorable pricing, principally in Motive Power.  Sales in Europe
and the Rest of Word (Europe-ROW) increased 10% driven by volume
and price in the Motive Power segment.

Operating expenses, which increased 8% due to continued business
growth, were partially offset by reduced spending and staff
reductions.

Adjusted EBITDA increased 72% to $27.5 million.  These results
were driven by exceptional growth in Europe-ROW, where results
increased 94.2% to $19.4 million due to growing product demand,
favorable price and mix and benefits from continued restructuring
activities.  Performance in the North America division improved
35% to $8.1 million.

Net income for the period increased $10.6 million to $12.5 million
due largely to higher results in Europe-ROW.

                    Transportation Business

Consolidated global net sales in Transportation increased 2.4%
over the prior-year period to $414 million.  These results were
primarily due to higher sales in North America, which increased
approximately 5% compared to a 1% decrease in Europe-ROW.  The
improved sales in North America were attributable to growing
volumes from original equipment manufacturers and pricing actions
in the aftermarket segment.

Operating expenses decreased 4.7% to $45 million as a result of
the Company's continued cost-rationalization efforts.

Adjusted EBITDA for the period was $25.6 million, down $3.9
million due to the inability to fully pass through higher
commodity, freight and distribution costs in both regions.

Net income for the period decreased to $8.1 million from $10.6
million, impacted by lower results in both divisions.

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

                         *     *     *

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

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


EXIDE TECHNOLOGIES: J. Timothy Gargaro Resigns as CFO
-----------------------------------------------------
Exide Technologies (NASDAQ: XIDE) reported that J. Timothy Gargaro
will resign as the Company's Chief Financial Officer.

"We thank Tim for his commitment and improvements to Exide over
the past year," said Gordon Ulsh, President and Chief Executive
Officer of Exide Technologies.  "He is a talented colleague who
brought valuable experience and financial leadership to Exide
during a challenging time for the Company.  We wish him well in
all of his future endeavors."

The Company is working diligently to find Mr. Gargaro's
replacement, during which time he will support the transition up
to the end of the calendar year.  The search for Mr. Gargaro's
replacement is not expected to extend beyond the end of the
calendar year.

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

                         *     *     *

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

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


FLINTKOTE COMPANY: Court Approves $38MM Settlement with Insurers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware put its
stamp of approval on a settlement agreement between The Flintkote
Company and Flintkote Mines Limited, and Mt. McKinley Insurance
Company and Everest Reinsurance Company.

The Debtors entered into the settlement agreement with their
insurers to resolve a coverage dispute.

The settlement agreement will allow the Debtors to liquidate
remaining insurance coverage amounts in order to bring additional
assets into their estates for the purposes of distribution to
their creditors.

As previously reported, the Debtors entered into four separate
insurance coverage settlement agreements with the insurers on
January 23, 1991.  The 1991 settlement agreements resolved certain
issues with respect to the coverage provided under the policies
for asbestos-related claims, but left other issues unresolved.

The Debtors asserted that their unpaid billings to the Insurer
parties currently exceed $30 million and approximately $500,000 in
remaining coverage under the 1991 settlement agreements is
available for asbestos-related claims.

To settle their disputes, the Insurer parties agreed to pay $38
million, plus any accrued interest on or before the earliest of
the following dates:

   a) 30 days after the entry of a final plan confirmation order;

   b) 30 days after entry of a final order dismissing the Debtors'
      chapter 11 cases; or

   c) December 31, 2007.

The settlement agreement provides that simple interest will begin
to accrue on the principal amount beginning on January 1, 2006, at
a rate of 4.75% per annum, which accrual would represent
$1,805,000 per annum.  If payment is made during a year, interest
will be prorated to the payment date.

The settlement agreement also requires both the Debtors and the
Insurer parties to exchange mutual releases from any and all
claims under each of the policies, and under the 1991 settlement
agreements.  It also provides for a resolution of pending
litigation between them.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.


GABRIEL COMMS: Moody's Withdraws B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Gabriel
Communications Finance Company, a wholly-owned subsidiary of
NuVox, Inc.  The company has elected not to proceed with its
formerly proposed $20 million 5-year senior secured revolving
credit facility and $140 million 6-year term loan due to
inopportune market conditions.  Moody's had not previously rated
NuVox and the company has no other existing rated debt.

Outlook Actions:

Issuer: Gabriel Communications Finance Company

Outlook, Changed To Rating Withdrawn From Positive

  Withdrawals:

  Issuer: Gabriel Communications Finance Company

    * Corporate Family Rating, Withdrawn, previously rated B3

    * Senior Secured Bank Credit Facility, Withdrawn, previously
      rated B3

NuVox, headquartered in Greenville, South Carolina, is a CLEC that
serves 48 markets in 16 states across the southeast and midwest.


GARDEN STATE: Wants Until Jan. 6 to Make Lease-Related Decisions
----------------------------------------------------------------          
Garden State MRI Corporation asks the U.S. Bankruptcy Court for
the District of New Jersey to further extend, until Jan. 6, 2005,
the time within which it can elect to assume, assume and assign,
or reject its unexpired nonresidential real property lease.

The Debtor leases an office space located at 1170 East Landis
Avenue, Vineland, New Jersey, from Daystar Concepts, Inc.

The Debtor explains that its landlord is presently under State
Court receivership and the Receiver has indicated he might
subdivide the property and sell the location to the Debtor.

The Debtor tells the Court that it needs more time and opportunity
to explore its options regarding the lease and complete
negotiations with the landlord and the Receiver.

According to the Debtor:

   1) a premature decision to reject the lease would have a
      detrimental affect on patients in the community who rely
      upon the services provided by Debtor; and

   2) the requested extension will not prejudice the landlord of
      the lease because the Debtor is current on all post-petition
      obligations under the lease.

The Court will convene a hearing at 10:00 a.m., on Nov. 28, 2005,
to consider the Debtor's request.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient  
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GENERAL CABLE: Offers Cash Premiums for Conversion of Pref. Stock
-----------------------------------------------------------------
General Cable Corporation (NYSE:BGC) has commenced an offer to pay
a cash premium to holders of its 5.75% Series A Redeemable
Convertible Preferred Stock who elect to convert their Preferred
Stock into shares of General Cable common stock.

General Cable is offering these considerations for each of the
2,069,907 shares of Preferred Stock currently outstanding that is
converted in the Offer:

     a) a cash premium of $7.88, subject to adjustment, or       
        $16.3 million if all shares of Preferred Stock were
        converted; and

     b) 4.998 shares of common stock of General Cable Corporation,
        subject to adjustment, or approximately 10,345,395 shares
        of common stock if all shares of Preferred Stock were
        converted; and

     c) accrued, unpaid and accumulated dividends on the Preferred
        Stock from Nov. 24, 2005 to the date immediately preceding
        the settlement date of the Offer, payable in cash.

The Offer will expire at 5:00 p.m., New York City time, on Dec. 9,
2005, unless extended or terminated.  General Cable's obligation
to accept shares of Preferred Stock for conversion and pay the
conversion consideration in the Offer is conditioned, among other
things, on General Cable's ability to obtain an amendment to
General Cable's senior secured facility to permit it to borrow the
aggregate amount of such consideration and the other costs and
expenses of the Offer.

A registration statement relating to the shares of common stock to
be offered has been filed with the Securities and Exchange
Commission, but has not yet become effective.

The Offer is being made pursuant to a Conversion Offer Prospectus
and related documents.  The Company has retained Merrill Lynch &
Co. as Dealer Manager for the Offer, D.F. King & Co., Inc. as
information agent, and Mellon Investor Services LLC as conversion
agent. If you are interested in participating in this Offer, you
should review all of the terms and conditions of the Offer in the
Conversion Offer Prospectus and related documents.  Requests for
the Conversion Offer Prospectus relating to the Offer and other
documents should be directed to D.F. King & Co., Inc. at (212)
269-5550.  Questions regarding the Offer should be directed to
Merrill Lynch & Co. at (888) 654-8637.  Questions regarding
procedures to follow in the Offer should be directed to Mellon
Investor Services LLC at (800) 685-4258.

Headquartered in Highland Heights, Kentucky, General Cable
Corporation -- http://www.generalcable.com/-- 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.


GENERAL MOTORS: Fitch Shaves Senior Unsecured Debt Rating to B+
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and senior
unsecured debt of General Motors to 'B+' from 'BB'.  The ratings
are also placed on Rating Watch Negative by Fitch pending
developments in the financial and operating situation at Delphi.

The ratings of General Motors Acceptance Corp. and Residential
Capital Corp. are not affected by the action and remain on Rating
Watch Evolving, where they were placed on Oct. 17, 2005 following
GM's announcement that it was considering strategic alternatives
for GMAC and ResCap.  Absent any progress or clarity on a partial
sale of GMAC in the first quarter of 2006, Fitch would likely
lower the ratings of GMAC and ResCap.  

The GM downgrade primarily reflects concerns over further
financial support and/or costs that GM may incur in order to
ensure that Delphi is able to reach an agreement with the UAW.  In
addition, Fitch expects that negative cash flow through at least
2006 could be exacerbated by potential non-operating items that
would reduce GM's liquidity position and flexibility in
undertaking any major restructuring program.  A labor disruption
at Delphi for any extended period would have an immediate impact
on GM's ability to operate and would quickly reduce liquidity.

Although GM's liquidity remains healthy, with $19.2 billion in
cash at Sept. 30, 2005, $16 billion in long-term VEBA, potential
excess cash at GMAC that could be repatriated to GM, and potential
proceeds from the planned sale of a majority interest in GMAC,
there are several factors which could add to the cash drains Fitch
projects from operations.  Potential financial support to Delphi,
the funding of an independent VEBA related to GM's recent health
care agreement with the UAW, accelerated restructuring actions and
potential further supplier issues.

In addition to Delphi, other supplier stresses and GM's financial
position may impose further costs on GM or changes to payment
terms as financial intermediaries and suppliers manage exposures.  
Fitch will also be watching to see if GM will need to make
concessions or higher pension contributions in order to facilitate
the sale of a majority interest in GMAC.  Cash and S/T VEBA are
down approximately $5.3 billion from Sept. 30, 2004.  GM retained
access to $6.5 billion in committed credit lines as of June 30,
2005.

Fitch projects that GM will remain cash flow negative at least
through 2006, and in the event of a weaker economic environment,
GM will be challenged to prevent an acceleration of operating
losses experienced in 2005.  The company's operating profile has
become increasingly vulnerable to volume declines that could arise
as a result of a decline in macroeconomic conditions, consumer
purchasing power, or an extended payback period from recent
incentive-driven sales spikes.

n addition, the migration to lower-priced vehicles has a
particularly adverse impact on GM's revenue and profitability, and
the company's inflexible cost structure will make it difficult to
ratchet down their cost structure in parallel in order to
stabilize cash losses.  Fitch believes that this will necessitate
further agreements with the UAW on facility closures, headcount
reductions and other issues, prior to the 2007 contract         
re-opening, in order to accelerate the company's restructuring.

GM has estimated its liabilities under its benefit guarantees to
Delphi workers at zero to $12 billion.  However, as was the
situation prior to Delphi's bankruptcy, Delphi will be required to
reach a collective bargaining agreement with the UAW to assure an
uninterrupted supply chain to GM.  The severe concessions that
Delphi is seeking from the UAW ensure that the negotiations will
be contentious.  The probability remains that GM will have to
provide further financial assistance or incur additional costs to
ensure Delphi's continued operation, during a period of imperative
cost reduction at GM.

Fitch notes that GM's recent health care agreement with the UAW
resulted in an increase in GM's liability range under the
guarantee, indicating, in Fitch's view, that the UAW continues to
see GM as an integral part of the Delphi resolution.  Fitch is
also concerned with the impact of any new pension legislation,
which could force a re-measurement of GM's liabilities and/or
higher required contributions.

The recent agreement with the UAW was significant in that this was
an area in which the UAW was previously adamant in not considering
concessions.  Cash savings are estimated by GM at $1 billion a
year.  GM also agreed to contribute $1 billion in 2006, 2007 and
2011 to a new independent VEBA account.  With health care costs
going up $400-500 million a year, the $1 billion in cash savings
could be quickly consumed, and with the funding of the new VEBA,
annual cash outlays could actually be up from current levels over
the next two-to-three years.

To date, the Delphi bankruptcy appears to be progressing smoothly,
with little evidence of any supply disruptions.  Delphi has taken
a number of steps in the areas of trade payment terms and other
means of financial support to ensure that second and third-tier
suppliers have the financial means and/or comfort to continue
shipping components without interruption.

Ratings lowered and placed on Rating Watch Negative by Fitch
include:

   General Motors Corp.
   General Motors of Canada Ltd.
     
     --Senior debt and IDR to 'B+' from 'BB'
     --Short-term rating withdrawn.

These ratings remain on Rating Watch Evolving:

   General Motors Acceptance Corp.
   GMAC International Finance B.V.
   GMAC Bank GmbH
   General Motors Acceptance Corp. of Australia
   General Motors Acceptance Corp. of Canada Ltd.
   General Motors Acceptance Corp. (N.Z.) Ltd.

     --Senior debt 'BB';
     --Short-term 'B'.

   Residential Capital Corp.

     --Senior debt 'BBB-';
     --Short-term 'F3'.

   GMAC Bank

     --Long-term deposits 'BBB';
     --Senior debt 'BBB-';
     --Short-term deposits 'F3'.


GENERAL MOTORS: Restating 2001 Financial Statements Due to Error
----------------------------------------------------------------
General Motors Corporation intends to restate its 2001 financial
statements which contained a 35% overstated net income due to an
accounting error related to supplier credits.

In a regulatory filing with the Securities and Exchange
Commission, General Motors said it erroneously recognized some
supplier credits as income in the year in which they were received
rather than in the future periods to which they were attributable.  
Based on the information to date, General Motors currently
estimates that its net income from continuing operations for 2001
was overstated by approximately $300 million to $400 million due
to this error.

General Motors anticipates that it will complete an internal
review of credits received from suppliers and the appropriateness
of its accounting treatment for the years 2000 through 2005 prior
to the filing of its 2005 annual report under Form 10-K.

                    Likely Material Weakness

On Nov. 8, the Audit Committee of the Board of Directors concluded
that investors should no longer rely on the company's 2001
financial statements nor the related auditors' reports due to the
likelihood of a material restatement on the company's 2001
financial statements.  

The Audit Committee said it has discussed this matter with its
independent registered public accounting firm, Deloitte & Touche
LLP.

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

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

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2005,
Moody's Investors Service lowered the long-term rating of General
Motors Corporation (GM) to B1 from Ba2.  The outlook is negative.
The Ba1 rating of General Motors Acceptance Corporation (GMAC) and
the Baa3 rating of Residential Capital Corporation remain under
review with direction uncertain.  The GM downgrade reflects
greater uncertainty as to GM's ability to:

   * implement a comprehensive restructuring program;

   * stem eroding market share;

   * rebuild North American profitability; and

   * achieve positive free cash flow quickly enough to meet the
     financial metrics previously defined by Moody's for
     maintenance of its Ba2 rating.


GINGISS GROUP: Ch. 7 Trustee Seeks Substantive Consolidation
------------------------------------------------------------
Alfred T. Giuliano, the chapter 7 Trustee for the jointly
administered estates of The Gingiss Group, Inc., and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to substantively consolidate the Debtors' estates.

During his investigation, Mr. Giuliano discovered that the Debtors
commingled their financial affairs and operated as a single
economic enterprise at the onset of their chapter 11 cases.  The
Debtors had followed these business practices postpetition:

     a) funds of each estate have been commingled and allocations
        for expenses have not been made but rather charged to the
        lead administering case;

     b) professionals conducted services that have been charged to
        and effectively paid from one estate, rather than each
        separate estate; and

     c) substantially all operating expenses were paid from one
        account for all related companies, and one check often
        covered several invoices for various companies.

Mr. Giuliano explains that it would be impractical to untangle the
Debtors' financial records.  He says any attempt to unravel the
financial records would add to financial burdens on the Estates.

Mr. Giuliano tells the Bankruptcy Court that that there is
substantial identity among the Debtors to warrant a consolidation
and that the benefit to be achieved by the consolidation outweighs
any perceived harm.  The benefits of the consolidation, according
to Mr. Giuliano, include:  

     a) savings on costs and time by eliminating the need to
        disentangle the records and accounts of the Debtors;

     b) the elimination of duplicate claims;

     c) the resolution of the need to adjudicate the question of
        which Debtor is liable; and

     d) a more streamlined administration of the Debtors' chapter
        11 cases.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. D. Del. Case No.
03-13364).  James E. O'Neill, Esq., and Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of $1 million to $10 million and estimated
debts $50 million to $100 million.  The Court converted the
Debtors' chapter 11 cases to a chapter 7 liquidation proceeding on
March 30, 2005.  The Court also appointed Alfred T. Giuliano as
the Debtors' Chapter 7 Trustee.


GOLDSTAR EMERGENCY: Judge Bohm Grants Interim Access to Collateral
------------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., and its debtor-
affiliates obtained approval from the U.S. Bankruptcy Court for
the Southern District of Texas in Houston for the continued use,
until Nov. 16, 2005, of cash collateral securing their prepetition
debts to Blue Diamond Capital and the Internal Revenue Service.

The Hon. Jeff Bohm gave the Debtors interim access to cash
collateral so the Debtors can continue operating their business
while a final cash collateral agreement is being negotiated.

Blue Diamond, successor-in-interest to Wachovia Bank, had refused
to allow continued use of its cash collateral after Oct. 31, 2005,
because of the Debtors' alleged failure to provide adequate
protection payments required under the original cash collateral
order.

Judge Bohm overruled Blue Diamond's objection, after concluding
that cutting off the Debtors' access to the funds would result in
irreparable injury to the Estates.

The Debtors explained to the Bankruptcy Court that the huge equity
cushion in its collateral adequately protects Blue Diamond.  The
Debtors owe Blue Diamond approximately $8 million while the value
of the accounts receivable securing this debt is approximately $15
million.  In addition, Blue Diamond retains a lien on virtually
all of the Debtors' assets.

The Debtors propose to further adequately protect Blue Diamond and
the IRS by granting postpetition liens on their assets to the same
extent and validity as their prepetition liens.

The Debtors agree to use cash collateral pursuant to a one-month
budget.  A copy of this budget is available for free at:

             http://researcharchives.com/t/s?2d5

The Bankruptcy Court will conduct a hearing at 11:00 a.m. on
Nov. 16, 2005, to determine whether the use of cash collateral
should be extended further.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
Emergency and its debtor-affiliates filed for chapter 11
protection on April 25, 2005 (Bankr. S.D. Tex. Lead Case No. 05-
36446).  Goldstar staffs Mobile Intensive Care capable ambulances,
which are supplied and stocked with the most technologically
advanced equipment available such as automatic vehicle locators,
electronic data collection devices, Zoll Biphasic M series
monitors and a host of other premier medical products.  Edward L
Rothberg, Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan
Pulaski & Zuber represent the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11 protection, they
estimated between $10 million to $50 million in assets and debts.


HARBOURVIEW CDO: Moody's Junks Rating on Class B Senior Notes
-------------------------------------------------------------
Moody's Investors Service downgraded two tranches of Notes issued
by HarbourView CDO III, Ltd.  According to Moody's, this rating
action was prompted by deterioration in the overall credit quality
of the underlying assets and loss of par due to defaults.  Moody's
noted that the CDO is failing its overcollateralization tests, and
continues to violate its weighted average rating factor test.

Affected tranches:

  Tranche description: Class A First Priority Senior Secured
  Floating Rate Notes Due 2031

     * Previous Rating: Aa3 on watch for possible downgrade
     * New Rating: A1

  Tranche description: Class B Second Priority Senior Secured
  Floating rate Notes Due 2036

     * Previous Rating: Ba1 on watch for possible downgrade
     * New Rating: Caa3


HARMONY MINNESOTA: S&P Cuts $8.2 Million Revenue Bond Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Harmony
(Zedakah Foundation Project), Minnesota's $8.2 million multifamily
housing revenue refunding bonds series 1997A to 'B' from 'BB'.  
The outlook is negative.
     
The downgrade reflects the continued deterioration of debt service
coverage, minimal rental increases resulting in insufficient
revenues to cover the continued increase in expenses, contract
rents above fair market rents limiting the project's ability to
obtain rental increases, and a loan-to-value ratio of 114.72%,
down from 100.56% in fiscal 2003.

The audited financial results for the year ended Dec. 31, 2004,
indicate that the performance of the property has deteriorated
with debt service coverage at 0.77x maximum annual debt service,
down from 0.92x MADS in fiscal 2003.  Debt service coverage
deteriorated from the previous year due to a 16% decline in net
operating income in 2004 over 2003.

Average rental income for the project for fiscal 2004 increased to
$526 per unit per month, up from $514 in fiscal 2003.  Expense per
unit has increased by 11% to $4,428, up from $3,978 in fiscal
2003.  The average rents at the properties are currently at 152%
of fair market rents.  Projects with rents above fair market rents
are susceptible to rent freeze.

The expense ratio for fiscal 2004 is at 65.08%, up from 58.45% for
fiscal 2003.  The increase in expenses is primarily due to a 22%
increase in utility expenses, which account for 19% of total
expense, and a 14% increase in taxes and insurance, which account
for 24% of total expense.  Administrative expenses, including
management fee, advertising, and promotion, have also contributed
to the increase.  Debt per unit was $30,221, as of Dec. 31, 2004,
and $31,250 as of April 30, 2005.


HOUSTON EXPLORATION: Sale Plan Cues S&P to Slice Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas exploration and production company The
Houston Exploration Co. to 'BB-' from 'BB' following the company's
announcement that it intends to sell its entire Gulf of Mexico
assets and authorized a $200 million share repurchase program.

In addition, the company announced that it plans to secure and
expand its bank revolver to $750 million from $450 million, to
provide additional availability for future acquisitions.  Standard
& Poor's also assigned its 'BB' rating and a recovery rating of
'1' to Houston Exploration's proposed $750 million senior secured
bank credit facility due 2010. The recovery rating of '1' reflects
Standard & Poor's expectation that the lenders would realize a
meaningful recovery of principal in a default scenario.

The outlook is stable. Houston, Texas-based, Houston Exploration
had about $350 million of debt as of Sept. 30, 2005.
    
"The rating action incorporates execution risk associated with the
planned sales and necessary reinvestment at a time when oil and
gas properties are trading at very high prices, combined with the
company's announced $200 million share repurchase program," said
Standard & Poor's credit analyst Brian Janiak.

"Moreover, the company's significant drilling-expenditure plans,
increasing finding and development cost structure, and need for
more acquisitions pressures the company's overall financial
profile, which is viewed as more commensurate with its peers at a
'BB-' rating level," he continued.
     
The stable outlook reflects Standard & Poor's expectation that
Houston Exploration will fund capital expenditures primarily
through internal cash flows and cash proceeds from its potential
asset sale.


HOUSTON EXPLORATION: Moody's Affirms $175 Million Notes' B2 Rating
------------------------------------------------------------------
Moody's changed the outlook on The Houston Exploration Company's
(THX) Ba3 Corporate Family Rating and B2 note ratings from stable
to developing.  While affirming the existing ratings, the outlook
change follows THX's announcement of its planned divestiture of
the Gulf of Mexico properties and authorization for a new $200
million stock repurchase program.  The Gulf of Mexico properties
have historically accounted for 40% of total production, and
account for approximately 31% of the company's reserves pro-forma
for the recent $163 million South Texas acquisition.  The Kerr-
McGee acquisition added 14.6 million barrels of proved reserves
and 10MMcfe/d of net production in a core area for THX.

In assessing the developing outlook, Moody's will review:

   * the timing and amount of proceeds from the Gulf of Mexico
     disposition;

   * the potential use of proceeds including possible
     acquisitions;

   * the pace of the stock buyback program;

   * the company's capital spending;

   * management's plans for further debt reduction;

   * productivity on the remaining properties (including volume
     trends and cost structures); and

   * the impact of the proposed changes to its hedging program.

Yesterday's announcements follow THX's previously announced South
Texas acquisition and the upsizing of the credit facility from
$450 million borrowing base to $600 million which will accommodate
the Kerr-McGee property acquisition and leave room for additional
acquisitions pending the final sale of its GOM properties.

The sale of the Gulf of Mexico reduces the size of THX's reserve
base by almost one-third and will result in a company more focused
on tight gas and unconventional plays.  In the third quarter,
THX's full-cycle cost increased slightly to approximately $22 per
boe which combined with the impact of hedging appears to have
caused Leveraged Full Cycle Ratio to decline despite robust
prices.  Moody's will closely monitor the LFCR and capital
productivity as detailed in the company's year-end results.  While
THX has not reported any material damage to its facilities, Q3
production was partially shut-in due to the hurricanes and THX
will likely continue to see some impact in its fourth quarter
numbers and should result in lower annual production for 2005.

With a developing outlook, Moody's affirms these ratings for THX:

   * Affirmed at B2 -- Houston's $175 million senior subordinated
     notes due 2013

   * Affirmed at Ba3 -- Houston's corporate family rating

The Houston Exploration Company is headquartered in Houston,
Texas.


INTEGRATED HEALTH: National Union to Advance Fees for Angell Suit
-----------------------------------------------------------------
Judge Mary F. Walrath of U.S. Bankruptcy Court for the District of
Delaware approved IHS Liquidating's request to authorize National
Union to advance the Former Officers the fees and costs they have
incurred in connection with the Angell Lawsuit.

As previously reported in the Troubled Company Reporter on  
October 21, 2005, Don G. Angell, among others, commenced a lawsuit
in a North Carolina state court against Integrated Health
Services, Inc. and its debtor-affiliates' former officers.  The
lawsuit was captioned "Don G. Angell, et al. v. Elizabeth B.
Kelly, C. Taylor Pickett, Daniel J. Booth and Ronald L. Lord, Case
No. 1:01 CV0043."

The Angell Plaintiffs alleged a series of statutory and common law
tort claims for alleged wrongdoing in connection with an agreement
between them and Integrated Health Services, Inc.

Prior to, and continuing for some period after, the Petition
Date, the Former Officers were employed as officers of certain of
the Debtors, including IHS.

Shortly after the Angell Lawsuit was commenced, the action was
stayed pursuant to a consent order negotiated among the parties.  
The Lawsuit was subsequently removed to the United States District
Court for the Middle District of North Carolina.  Pursuant to the
confirmation of IHS' Plan of Reorganization, the stay of the
Angell Lawsuit has been terminated and the Angell Lawsuit is
proceeding in the District Court.

                           Implications

On October 7, 2005, the Court approved a stipulation between IHS
Liquidating, certain of IHS' former officers, National Union, and
the Post-Confirmation Committee of IHS, as successor-in-interest
to IHS' Official Committee of Unsecured Creditors.

The Stipulation resolved an action -- the Compensation Action --
commenced by the Committee, which alleged that certain of IHS'
former officers breached their fiduciary duties and wasted
corporate assets.

Under the Stipulation, National Union was to pay an aggregate of
$8,500,000 to:

   (i) the Committee to settle and release all of its claims
       against the IHS' former officers related to the
       Compensation Action; and

  (ii) the former officers to indemnify them for fees and
       expenses incurred in defending the Compensation Action.

As a result of the Compensation Action's settlement, at least
$80,000,000 of coverage under the D&O Policy remains available to
cover the Former Officers' exposure for liability and costs
arising out of the Angell Lawsuit, which at the present time is
the only Claim against the D&O Policy.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTEGRATED HEALTH: Wants Briarwood's Request for Payment Denied
---------------------------------------------------------------
On behalf of Abe Briarwood Corporation, Frederick B. Rosner,
Esq., at Jaspan Schlesingger Hoffman LLP, in Wilmington, Delaware,
asserts that IHS Liquidating LLC should be compelled to pay
Briarwood:

   * $1,957,146 in "trust fund taxes" due on Integrated Health
     Services, Inc., and its debtor-affiliates' employee wages;
     and

   * $9,506,945 in "prospective" Medicaid payments that the
     Georgia Department of Community Health overpaid the IHS
     Debtors during the pre-Closing period from April 2003 to
     August 2003.

Mr. Rosner asserts that the IHS Debtors were liable to make both
payments under both their Stock Purchase Agreement with Briarwood
and applicable law, but failed to do so.

Mr. Rosner argues that the removal of the post-Closing working
capital adjustment under the parties' August 29, 2003 Letter
Agreement has no effect on Briarwood's claims to either the Trust
Fund Taxes or the Georgia Medicaid Overpayments because:

   -- the SPA's definition of "Working Capital" excludes the
      SPA's "excluded liabilities," which would cover the IHS
      Debtors' liabilities under the SPA, including their
      obligation to pay both the Trust Fund Taxes and the Georgia
      Medicaid Overpayments;

   -- the August 29, 2003 Letter Agreement, which is completely
      devoid of any waiver language, cannot "waive" Briarwood's
      claims to either the Trust Fund Taxes or Georgia Medicaid
      Overpayments, or that they constitute SPA "excluded
      liabilities";

   -- since the August 29, 2003 Letter Agreement unambiguously
      contains no waiver language, IHS Liquidating is barred by
      the "parol evidence rule" from asserting that the removal
      of the post-Closing working capital adjustment "waived"
      Briarwood's claims to either the Trust Fund Taxes or the
      Georgia Medicaid Overpayments, or that they constitute SPA
      "excluded liabilities"; and

   -- the IHS Debtors demonstrated nothing more than, at best, a
      mistaken belief that working capital included an adjustment
      for the Trust Fund Taxes and Georgia Medicaid Overpayments,
      which is refuted by both the unambiguous language of the
      SPA and the August 29, 2003 Letter Agreement and the
      evidence.

According to Mr. Rosner, the parties' July 21, 2003 stipulation
did not "waive" Briarwood's claims to the Georgia Medicaid
Overpayments, since they do not constitute pre-July 21, 2003
"defaults" under the SPA.  In addition:

   (a) Since the $17,100,000 post-Closing Medicare receivable was
       not a SPA "excluded asset," IHS Liquidating should be
       compelled to turn it over to Briarwood;

   (b) The False Claims Act Payment should constitute a SPA
       "excluded liability," since the IHS Debtors acknowledged
       the liability under the SPA, assumed the liability in the
       Medicare Settlement, and ultimately paid the liability
       post-Closing;

   (c) IHS Liquidating should be compelled to pay Briarwood the
       $5,000,000 differential in Trade Vendor Payables, since
       the IHS Debtors were liable to make the payments in the
       ordinary course of business under the SPA, and therefore,
       these obligations constitute liabilities of the IHS
       Debtors under the SPA, which is a SPA "excluded liability"
       that remains with the IHS Debtors; and

   (d) IHS Liquidating should reimburse Briarwood's $350,000
       payment to IOS Capital, Inc., formerly known as IKON
       Capital, Inc., since, among other things, it is a
       liability relating to an excluded asset or a settlement
       payment relating to an "excluded asset" preference action,
       which is a SPA "excluded liability" that remains with the
       IHS Debtors.

Mr. Rosner notes that IHS Liquidating's counterclaim to rescind
the entire SPA on the ground of fraudulent misrepresentations is
ridiculous since:

   (1) IHS Liquidating's attempt to rescind the entire SPA is an
       improper attempt to end-run the IHS Plan of Reorganization
       and various Court orders, which the SPA is subject to, and
       is time-barred under both Section 1144 of the Bankruptcy
       Code and Rule 9024 of the Federal Rules of Bankruptcy
       Procedure;

   (2) even if the SPA is not subject to the IHS Plan and various
       Court orders, IHS Liquidating's attempt to rescind the
       entire SPA more than 21 months after its Closing is still
       untimely;

   (3) IHS Liquidating is further precluded from seeking
       rescission of the entire SPA, since it has failed to
       restore the benefits it received from Briarwood;

   (4) Briarwood's prosecution of its claims does not constitute
       fraudulent misrepresentations under the SPA, since the SPA
       contains no representation that Briarwood is waiving the
       claims, but merely states that it had access to
       unspecified information concerning the IHS Debtors;

   (5) the IHS Debtors did not justifiably rely on Briarwood's
       alleged misrepresentations under the SPA, since IHS
       Liquidating's witnesses testified that:

          (i) the representations do not survive the Closing; and

         (ii) the due diligence materials did not contain
              information concerning the IHS Debtors' failure to
              pay either the pre-Closing Trust Fund Taxes or the
              Georgia Medicaid Overpayments.

Since IHS Liquidating proceeded to trial on its counterclaim to
rescind the entire SPA, Mr. Rosner emphasizes that IHS Liquidating
elected its remedy and is precluded from asserting its
inconsistent counterclaims or defenses, which are all predicated
on upholding the SPA, including its "working capital waiver"
defense.

Ms. Rosner asserts that Briarwood's maximum recovery is not
limited by the $2,000,000 liquidated damage clause for breach of
the SPA since:

   -- Briarwood is not suing for breach of the SPA; and

   -- IHS Liquidating is precluded from relying on any SPA
      provision, since it elected to rescind the entire SPA.

Accordingly, Briarwood asks the U.S. Bankruptcy Court for the
District of Delaware to grant its request and compel IHS
Liquidating to turn over:

   (a) $1,957,146 for the Trust Fund Taxes;

   (b) $9,506,945 for the Georgia Medicaid Overpayments;

   (c) $17,100,000 for the Post-Closing Medicare Receivable;

   (d) $5,000,000 for the Trade Vendor Payables; and

   (e) $350,000 for the IOS Settlement Payment, plus applicable
       interest and attorneys' fees under the SPA.

                      IHS Liquidating Retorts

IHS Liquidating LLC asserts that Briarwood's claims have no merit
and should be denied because:

   * the IHS Debtors complied with all of their obligations under
     the SPA;

   * there is no basis under the SPA for Briarwood to seek
     reimbursement for approximately $16,000,000 in Working
     Capital-related liabilities that were outstanding as of the
     Closing;

   * Briarwood's attempts to recast the Working Capital
     Liabilities as Excluded Liabilities, which are IHS
     Liquidating's responsibility, are not supported by the SPA
     or any evidence;

   * Briarwood's argument that the Working Capital Liabilities
     are liabilities of the IHS Debtors is baseless;

   * Briarwood has not shown that the IHS Debtors failed to
     comply with any of its agreements or covenants under the
     SPA;

   * neither the Withholding Taxes nor the Georgia Medicaid
     Overpayments constitute liabilities relating to "Excluded
     Assets" since Briarwood has not introduced any evidence that
     would support the notion that the IHS Debtors maintained
     cash accounts that were attributable to those liabilities;

   * the Withholding Taxes and the Georgia Medicaid Overpayments
     are neither "Deposits" nor "Prepaid Items" within the
     meaning of the SPA;

   * Briarwood has not proven that it suffered any damages
     arising out of the Working Capital Adjustment Claims;

   * the $17,100,000 Claim for the Post-Closing Medicare
     Receivable has no merit since the payment under the Debtors'
     Settlement Agreement with certain government agencies
     including the Centers for Medicare and Medicaid Services,
     was not part of the consideration Briarwood was entitled to
     receive under the SPA;

   * the IOS Claim has no merit since the preference action
     against IOS was listed in the SPA as an Excluded Asset and
     IOS' administrative expense claim was not a counterclaim in
     the preference action and was unrelated to the preference
     action; and

   * assuming arguendo that Briarwood could not establish a claim
     for damages against IHS Liquidating, those claims would be
     limited to a maximum of $2,000,000.

IHS Liquidating, therefore, asks the Court:

   (1) to compel reimbursement for the net $2,000,000 payment
       made by IHS Liquidating pursuant to the Medicare
       Settlement Agreement;

   (2) to issue a declaratory judgment that Briarwood or IHS Long
       Term Care, Inc., is responsible for all costs associated
       with the administration of Rotech Medical Corp.'s insured
       liabilities arising through March 26, 2003.

   (3) for authority to rescind the SPA based on mutual mistake;
       and

   (4) to award it attorneys' fees for costs incurred in pursuing
       the contested matter.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


IPIX CORPORATION: Posts $5.29 Million Net Loss in Third Quarter
---------------------------------------------------------------
IPIX Corporation (NASDAQ:IPIX) reported results for its third
quarter ended Sept. 30, 2005.

Revenue for the quarter was $1.50 million, a 2% increase from the
same period in the previous year.  Net loss to common shareholders
for the third quarter was $5.29 million compared to $3.55 million
in the comparable period a year ago.  In the year ago quarter, net
loss to common shareholders included loss from discontinued
operations of $1.16 million.

In the third quarter, professional service revenue increased under
IPIX's $2.4 million research contract with the Department of
Defense Advanced Research Projects Agency to research and build
the world's highest resolution video camera.  Hardware and license
revenue declined as IPIX changed its distribution system in Europe
by ending their exclusive arrangement with European distributor
NMI after that company was unable to meet certain agreed upon
minimum performance objectives.

Operating expenses rose significantly in the quarter versus the
same period last year.  IPIX expanded its sales and marketing
efforts and focused on building strong product awareness for
IPIX's immersive video line.  IPIX also incurred substantial
attorneys' fees, primarily in connection with patent litigation
and registration of securities from a June 2005 private placement.

"IPIX made major progress on our DARPA contract to create the
highest resolution camera," said IPIX President and CEO Clara
Conti.  "We remain confident that governmental and commercial
demand for video surveillance products will expand rapidly and
believe that our products and services are well positioned to
participate in this growth."

IPIX Corporation -- http://www.ipix.com/-- is a premium provider     
of immersive imaging products for government and commercial  
applications.  The Company combines experience, patented
technology and strategic partnerships to deliver visual
intelligence solutions worldwide.  The Company's immersive, 360-
degree imaging technology has been used to create high-resolution
digital still photography and video products for surveillance,
visual documentation and forensic analysis.  

                         *     *     *

                       Going Concern Doubt  

In its Form 10-K for the year ended Dec. 31, 2004, filed with the  
Securities and Exchange Commission, IPIX Corporation's auditors  
included a going concern opinion in the Company's financial  
statements.  During the year ended December 31, 2004, and in the  
prior fiscal years, the Company has experienced, and continues to  
experience, certain issues related to cash flow and profitability.  
These factors raise substantial doubt about the Company's ability  
to continue as a going concern.  The Company believes that it can  
generate sufficient cash flow to fund its operations through the  
launch and sale of new products in 2005 in the two continuing  
business units of the Company.  In addition, management will  
monitor the Company's cash position carefully and evaluate its  
future operating cash requirements with respect to its strategy,  
business objectives and performance.  Management said it will  
focus on operating costs in relation to revenue generated.


JEAN COUTU: Moody's Lowers $850 Million Sr. Notes' Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded all long-term ratings of Jean
Coutu Group (PJC) Inc. including the corporate family rating to B2
from B1 and its speculative grade liquidity rating to SGL-3 from
SGL-2.  The downgrade of the long-term ratings reflects the weak
performance of the acquired Eckerd stores and their slower-than-
anticipated integration into the company.

As a consequence, lease adjusted leverage and fixed charge
coverage will not soon improve to levels that are appropriate for
a higher rating level.  The rating outlook is negative.  The
downgrade of the speculative grade liquidity rating is based on
the concern that operating cash flow over the next four quarters
may be modest relative to expected cash requirements.

Ratings lowered are:

   * $1.7 billion guaranteed secured bank loan to B2 from B1;

   * $350 million 7.625% senior notes (2012) to B3 from B2;

   * $850 million 8.50% senior subordinated notes (2014) to Caa1
     from B3;

   * Corporate family rating (previously called the senior implied
     rating) to B2 from B1; and

   * Speculative grade liquidity rating to SGL-3 from SGL-2.

Adversely impacting the long-term ratings are:

   * ongoing challenges in reversing store-level performance
     trends at the Eckerd stores acquired in July 2004;

   * the company's high leverage and low fixed charge coverage;
     and

   * the relatively weak position of Eckerd relative to higher-
     rated drugstore peers.  

The practice of providing financial support to its Canadian
network of independent franchisees (includes subleasing all
stores, U.S. $25 million of loans or loan guarantees, U.S. $23
million of equipment buyback agreements, and U.S. $46 million of
inventory buyback agreements) adversely impacts Moody's opinion of
the company's credit quality, which is partially mitigated by:

   1) the ability of Jean Coutu to correct operating
      underperformance at any location through direct ownership of
      the real estate or control of the master lease; and

   2) no history of credit losses from franchisee financial
      support.

Potential corporate governance concerns such as concentrated share
ownership, significant insider representation on the Board of
Directors, and a sizable dividend also limit the ratings.

However, the long-term ratings also reflect:

   * the potential purchasing and operating efficiencies derived
     from the company's status as the fourth largest drugstore
     operator in the U.S. and the leading drugstore banner in    
     Quebec (second largest in Canada);

   * the strong operations at Jean Coutu in Quebec and Brooks in
     New England; and

   * the progress at certain post-acquisition goals such as
     consolidating U.S. central functions in Rhode Island.

Our expectation that the company will use a portion of
discretionary free cash flow to amortize the term loans ahead of
schedule, the intangible value of the "Eckerd", "Brooks", and
"Jean Coutu" trade names in their respective regions, and the
track record of successfully integrating several smaller
acquisitions also benefit the ratings.

For the four quarters ending August 2005, debt to EBITDA was 7.3
times and EBITDA less capital investment to interest expense was
about 0.8 times (all metrics in this essay calculated using
Moody's standard analytical adjustments, which include a lease
adjustment).  In contrast to solid performance at Brooks,
prescription volume and front-end revenue at the Eckerd stores
acquired by Jean Coutu is lower than the norm for:

   * Walgreen (senior unsecured of Aa3);
   * CVS (senior unsecured of A3); and
   * Rite Aid (senior implied of B2).  

Merchandising initiatives have slowed the sales pace decline, but
comparable store sales improvement in the front-end and pharmacy
at the 1549 Eckerd stores acquired by Jean Coutu apparently lags
the pace of the 1268 Eckerd stores acquired by CVS.  Within the
next two years, Moody's expects that leverage will fall below 6.5
times and EBITDA will fully cover capital investment and interest
expense.

The negative outlook recognizes the possibility that operating
performance and credit metrics may remain weak beyond the next 12
to 18 months.  Ratings could be negatively impacted if:

   * average unit volume does not make year-over-year
     improvements;

   * lease adjusted leverage remains very high; or

   * liquidity tightens.

Specifically, ratings would decline if:

   * debt to EBITDA stays above 7 times;
   * cash flow is negative; or
   * average unit volume at Eckerd does not make progress.

Conversely, ratings could stabilize at current levels if:

   * performance improves such that leverage falls toward 6 times;

   * EBITDA comfortably covers debt service, capital investment,    
     and dividends; and

   * the U.S. operations achieve break even comparable store
     sales.

An upgrade is unlikely until the company establishes that the
acquired Eckerd stores are accretive to operating earnings and
debt protection measures.

The B2 rating on the secured Bank Loan (comprised of a $350
million Revolving Credit Facility, a $250 million Term Loan A, and
a $1.1 billion Term Loan B) considers that this debt enjoys the
guarantees of the company's operating subsidiaries and is secured
by substantially all assets.  The Jean Coutu Group (PJC) Inc.
(directly runs the Canadian operations) and its U.S. subsidiary
The Jean Coutu Group (PJC) USA Inc. are co-borrowers.

While Moody's believes that the bank debt is fully covered from
sellable assets, the bank loan is rated at the same level as the
senior implied rating because the secured class of debt makes up
the majority of debt in the company's capital structure.  As of
August 2005, the company had $180 million of cash and short-term
investments and $165 million available on the $350 million
revolving credit facility (after $85 million in letters of credit
and $100 million of borrowings).

The B3 rating on the senior notes considers that this debt is
guaranteed by the company's operating subsidiaries on a senior
basis.  This senior class of debt is contractually subordinated to
the bank loan and effectively ranks pari passu with $1.05 billion
of trade accounts payable.

The Caa1 rating on the senior subordinated notes considers that
this debt is guaranteed by the company's operating subsidiaries on
a senior subordinated basis.  In a hypothetical default scenario,
Moody's believes that recovery for this class of debt would result
from residual enterprise value given the contractual subordination
to substantial amounts of more senior obligations and the material
proportion of intangible assets (about 28%) on the balance sheet.

The adequate liquidity rating of SGL-3 recognizes Moody's concern
regarding the level of operating cash flow relative to the fixed
charge burden for debt service, capital investment, and dividends.
Limiting the liquidity rating are the challenges in growing EBITDA
as quickly as bank loan covenants step down, the possibility for
permanent revolving credit facility borrowings, and the use of all
assets to secure debt obligations.

Moody's expects that the company will remain in compliance with
its debt covenants over the next four quarters.  Over the next
twelve months, Moody's anticipates that EBITDA of at least $525
million plus excess cash and bank borrowings will cover about:

   * $235 million in required debt service;
   * $225 million of capital expenditures; and
   * $25 million of dividend payments;
   * cash taxes; and
   * incremental working capital investment.

In Moody's opinion, a portion of capital investment may prove
inflexible over the short-term given that certain real estate
commitments must be made in advance.

Jean Coutu Group (PJC) Inc., with headquarters in Longueuil,
Quebec, franchises 321 Jean Coutu drug stores principally in
Quebec and operates 1851 drug stores in the Eastern U.S. under the
Brooks and Eckerd banners.  Revenue for the twelve months ending
August 2005 was US$11.0 billion.


JOHNSONDIVERSEY: Moody's Junks $300 Million Sr. Notes' Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to JohnsonDiversey
Inc.'s proposed $1.025 billion senior secured facility and
affirmed ratings on the company's existing $1.2 billion senior
secured facility, which will be withdrawn upon closing of the
proposed facility.  

At the same time, Moody's downgraded JohnsonDiversey's Corporate
Family Rating to B2 from B1 and its subordinated debt ratings to
Caa1 from B3, because of continuing performance pressures and
financial risks related to a wide ranging restructuring program.
Moody's also affirmed the rating of JohnsonDiversey Holdings,
Inc.'s senior discount notes at Caa1.  The ratings outlook is
stable.

The downgrade of the Corporate Family and subordinated debt
ratings primarily reflect Moody's view that the JohnsonDiversey's
financial flexibility will be constrained over the near term as it
restructures its business lines.  The rating action also reflects
concerns that business disposal proceeds intended to finance
restructuring costs and reduce debt may be lower than anticipated,
and that the company's medium term cost saving targets may not be
met.

Moody's estimates that for the next two years, free cash flow and
credit metrics will remain behind expectations set when we lowered
the Corporate Family rating to B1 in April 2005, largely because
of the significant non recurring restructuring costs and potential
negative repercussions on the underlying business from
restructuring activities.  Cost pressures from higher crude oil
and natural gas prices may also continue to affect the company's
credit profile.  Moody's notes that strong pricing since the
fourth quarter 2004 helped partially mitigate increased input
costs but gross margins remain 200 to 300 basis points below early
2004 levels.

For 2006 and 2007, Moody's expects pro forma EBITDA less capital
expenditures to interest of about 1.5 times and debt to pro forma
EBITDA of about 6 times.  Both of these ratios are in line with
the B2 rating category.  Moody's estimates that free cash flow
will be approximately negative $200 million in 2006, and will not
turn positive before non-recurring costs subside and cost savings
gain traction in 2008.  Moody's notes that the above ratios
reflect Moody's standard adjustments, and also consider class B
common stock held by Unilever as debt because of put rights under
the stockholders' agreement (valued at about $597 million as of
September 30, 2005).  Moody's also includes senior discount notes
at the holding company level in its debt calculations.

Moody's expects the company's restructuring program to encompass:

   * organizational changes;

   * the closure of several manufacturing and other facilities;
     and

   * efforts to dispose of non-core and under performing
     businesses in order to finance restructuring costs and
     reduce debt.

Disposal candidates include the company's important polymer
segment and account for aggregate annual sales of over $500
million.

Moody's expects that over the two to three year duration of the
program, the company will incur $345 to $370 million in non-
recurring cash costs (excluding potential divestiture costs),
along with $50 to $60 million in restructuring related capital
expenditures and $60 to $75 million in non-cash asset write-downs.
Moody's anticipates that headcount will be cut by about 10%
(excluding effects from business disposals) and that annual
savings under the program will reach about $150 to $175 million by
late 2008.

Moody's believes that the proposed senior secured credit facility
provides adequate liquidity and somewhat mitigates risks related
to near term cash consumption and uncertainties around asset
disposals.  The company will have access to a $150 million
revolving credit facility and a $100 million committed delayed
draw term loan revolver (accessible within 12 months of signing),
which together provide $250 million of external liquidity.  The
rating agency also assumes that JohnsonDiversey will benefit from
increased flexibility under financial covenants (as compared to
its existing facilities), and from minimal debt maturities over
the next five years.

The stable ratings outlook incorporates JohnsonDiversey's adequate
liquidity position described above and Moody's expectation that
restructuring progress and operating performance will remain
within the rating agency's expectations.  The stable outlook also
assumes the company's continued ability to offset potential
further input cost increases through disciplined pricing.

The company's ratings continue to be supported by:

   * its strong market positions in the relatively stable
     institutional and industrial cleaning industry (generally #1
     or #2);

   * its broad product array, innovation expertise, and global
     resources;

   * its broad geographic and customer diversification; and

   * long term trends toward outsourcing and regulatory and safety
     compliance that should continue to favor modest revenue
     growth with limited exposure to economic downturns.

Besides factors discussed above, the ratings are constrained by:

   * the highly competitive and fragmented industry in which it
     operates, with Ecolab (A2, stable) representing a financially
     stronger and aggressive key competitor;

   * by foreign currency risks; and

   * by moderate concerns regarding environmental, product
     liability and regulatory risks because of the nature of the
     company's business.

The assignment and affirmation of the senior secured credit
facility ratings at B1, i.e. one notch above the Corporate Family
rating, reflects Moody's expected loss estimate in default and
ample enterprise value coverage.  The subordinated notes are rated
at Caa1, i.e. two notches below the Corporate Family rating,
reflecting their effective and contractual subordination to the
bank debt, and weaker expected loss estimates.  The Caa1 rating on
the holding level discount notes reflects the lack of subsidiary
guarantees, which leaves the notes structurally subordinated to
debt and liabilities at the holding company's subsidiaries.
Because of similar expected loss estimates, the senior discount
notes are rated at the same level as the subordinated notes.

Ratings could be lowered if effective availability under the
committed credit lines becomes materially restricted, for example:

   * by a lack of cushion under financial covenants;

   * because of lower than anticipated proceeds from business
     disposals;

   * if it becomes apparent during the restructuring process that     
     savings targets will not be met; or

   * if non-recurring costs will exceed current expectations.

A positive rating action is currently unlikely because of the
negative impact on cash flows and credit metrics the restructuring
efforts will have in the near term.  In the medium term, the
outlook could be changed to positive or ratings could be raised if
it becomes apparent that restructuring efforts are in line with
targets or better than expected and if free cash flow and credit
metrics are recovering on a sustainable basis.

These summarize Moody's rating actions:

  Ratings assigned:

     * $150 million senior secured revolving credit facility
       due 2010, at B1

     * $775 million term loan B due 2011, at B1

     * $100 million delayed draw term loan, due 2010 if drawn,
       at B1

  Ratings affirmed and to be withdrawn on closing of the proposed  
  bank facility:

     * $1.2 billion senior secured revolving credit facility
       due 2008-2009, at B1

  Ratings downgraded:

     * Corporate Family rating, to B2 from B1

     * $300 million senior subordinated notes due 2012, to Caa1
       from B3

     * Eur225 million senior subordinated notes due 2012, to Caa1
       from B3

Headquartered in Sturtevant, Wisconsin, JohnsonDiversey, Inc., is
a leading manufacturer of cleaning products and services for the
global institutional and industrial cleaning and sanitization
market.  Through its Polymer division, the company also is a
leading supplier of water based acrylic polymer resins, primarily
for the printing and packaging markets.  Sales for the twelve
months ended September 30, 2005 were approximately $3.3 billion.


JOHNSONDIVERSEY HOLDINGS: S&P Rates Proposed $1B Sr. Loans at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on JohnsonDiversey Holdings Inc. by one notch. The corporate
credit rating was lowered to 'B+' from 'BB-'.  At the same time,
we affirmed the 'B-2' short-term ratings.  The outlook is stable.

In addition, based on preliminary terms and conditions, Standard &
Poor's assigned its 'B+' rating and a recovery rating of '3' to
the company's proposed senior secured credit facilities totaling
$1.025 billion.  These ratings indicate Standard & Poor's
assessment that bank lenders will receive meaningful recovery of
principal in a payment default.  The existing bank loan ratings
were also lowered by one notch and will be withdrawn upon
completion of the proposed refinancing.

"The downgrade follows JohnsonDiversey's announcement of a
sweeping two- to three-year restructuring plan that will involve
the closure of a significant number of manufacturing and other
facilities, major workforce reductions, and the potential
divestiture of or exit from certain non-core or underperforming
businesses that currently constitute about 15% of total revenues,"
said Standard & Poor's credit analyst Cynthia Werneth.

Management expects pretax restructuring and other non-recurring
cash costs to be sizable, between $345 million and $370 million,
with total annual savings of approximately $150 million to     
$175 million targeted by the end of 2008.  The financial profile
will be weak during the next two years while cash is expended and
earnings potentially decline meaningfully because of divestitures
before benefits are fully realized.

The ratings on Sturtevant, Wisconsin-based JohnsonDiversey
Holdings reflect a highly leveraged financial profile, which more
than offsets its satisfactory business position.  JohnsonDiversey
is a leading global manufacturer and marketer of cleaning and
hygiene products and related services for the institutional and
industrial cleaning market.

The company is the second-largest player in a still-fragmented,
approximately $18 billion market, trailing only the industry
leader, Ecolab Inc.  The company's markets are relatively stable
and benefit from trends toward greater government food-safety
regulations, operating efficiency, and customer demands for
cleanliness.

Still, the company has not achieved the earnings and cash flow
levels expected at the time of the 2002 acquisition of
DiverseyLever, and it remains vulnerable to inflationary cost
pressures and economic slowdowns.


LOUDEYE CORP: Posts $8.5 Million Net Loss in Third Quarter 2005
---------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD) reported financial results for the
third quarter 2005.

Revenue was $6.8 million in the third quarter 2005 compared with
revenue of $5.1 million in the third quarter 2004 store services
revenue represented $4.8 million of total revenue, an increase
from $1.9 million in the third quarter 2004.  Transactional
revenue represented over 70% of digital media store services
revenue in the third quarter 2005.  Deferred revenue was $6.5
million as of September 30, 2005, net of related receivables of
$2.9 million.

"We are still in the early stages of the rapidly expanding online
and mobile digital distribution market and continue to build our
business and our position within the digital media value chain,"
said Mike Brochu, Loudeye's president and chief executive officer.
"Loudeye is benefiting from industry growth trends, as digital
media transactional volumes drove our revenue growth in the third
quarter.  Our strong digital music store presence in Europe and
mobile music platform position us well for further expansion."

For the third quarter 2005, GAAP net loss was $8.5 million or
compared to $5.3 million in the third quarter 2004.  EBITDA loss
for the current quarter totaled $7.3 million compared to $3.9
million for the third quarter 2004.  EBITDA loss excludes charges
related to depreciation and amortization expense and interest
income and expense.

Unrestricted cash, cash equivalents and marketable securities were
approximately $15.9 million as of September 30, 2005.

                 Allen & Company LLC Retention

While Loudeye is encouraged by its year-over-year revenue growth
and the digital media market opportunities that lie ahead, Loudeye
continues to experience significant losses and has limited cash
reserves.  The Company remains focused on implementing measures to
address Loudeye's liquidity needs through a combination of
increasing margins, reducing operating expenses and securing
additional investment or other strategic alternatives.  In that
regard, Loudeye has retained New York based investment bank Allen
& Company LLC to assist its Board of Directors in advising on
capital markets alternatives, and assisting in identifying and
evaluating strategic alternatives.

While future results are subject to change and risks, Loudeye
expects revenue for fourth quarter 2005 to be approximately $8.0
million.  Digital media store services revenue is estimated to
represent approximately 75% of revenue for the fourth quarter
2005.

"We expect strong year-over-year and sequential revenue growth
from our digital media stores in the fourth quarter of 2005,
primarily driven by continued growth in transaction volumes and
recent launches of new mobile and PC based music services," said
Ron Stevens, Loudeye's chief financial officer and chief operating
officer.  "We have made a substantial investment to date in our
platform and services, as reflected in our significant R&D costs
and accumulated losses.  We intend to accelerate our path toward
profitability through a plan to improve our margins, attack our
cost structure and improve efficiency.  As part of this plan, we
expect to move to one global platform during 2006 and anticipate
achieving significant savings from that integration."

"In addition, Overpeer, our wholly-owned content protection
subsidiary, experienced negative gross margins of approximately
$900,000 and incurred direct operating expenses of approximately
$350,000 for the quarter ended September 30, 2005.  We continue to
assess our alternatives and will take action regarding the
Overpeer assets prior to year end," continued Mr. Stevens.

Loudeye Corp. -- http://www.loudeye.com/-- is a worldwide leader  
in business-to-business digital media solutions and the
outsourcing provider of choice for companies looking to maximize
the return on their digital media investment.  Loudeye combines
innovative products and services with the world's largest music
archive, a broad catalog of licensed digital music and the
industry's leading digital media infrastructure, enabling partners
to rapidly and cost effectively launch complete, customized
digital media stores and services.

                        *     *     *

              Material Weakness in Internal Control

As disclosed in the Company's annual report on Form 10-K for the
year ended Dec. 31, 2004, the Company determined that, as of the
Dec. 31, 2004 measurement date, there were deficiencies in both
the design and effectiveness of our internal control over
financial reporting.  The Company assessed those deficiencies and
determined that there were eight material weaknesses in its
internal control over financial reporting as of Dec. 31, 2004.

As a result, management concluded that its internal control over
financial reporting was not effective as of Dec. 31, 2004.  The
Company not be successful in remediating each of these material
weaknesses and identify further material weaknesses during the
course of its internal control assessment as of Dec. 31, 2005.  
The existence of a material weakness or weaknesses is an
indication that there is more than a remote likelihood that a
material misstatement of our financial statements will not be
prevented or detected in a future period.


MAGSTAR TECH: Balance Sheet Upside-Down by $4.62 Mil. at Sept. 30
-----------------------------------------------------------------
MagStar Technologies, Inc., delivered its quarterly report on Form
10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 3, 2005.  

The Company reported $149,824 of net income on $2,338,739 of net
revenues for the quarter ending September 30, 2005.  At
September 30, 2005, the Company's balance sheet shows $2,595,737
in total assets and $7,211,349 in total debts.  As of Sept. 30,
2005, the Company's equity deficit narrowed to $4,615,612 from a
$4,907,477 deficit at December 31, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2d3

MagStar Technologies, Inc., is a prototype developer and
manufacturer of centrifuges, conveyors, medical devices, spindles,
and sub assemblies.  Its technical abilities in design, process,
and manufacturing specialize in the "concept-to-production"
process designed to result in short manufacturing cycles, high
performance, and cost effective products such as electro-
mechanical assemblies and devices for over two dozen medical,
magnetic, motion control, factory and laboratory automation and
industrial original equipment manufacturers -- OEMs.  The Company
strives for a unique identity as it emphasizes its design and
manufacturing engineering capabilities, partnering with customers,
providing engineering solutions and machining, manufacturing, and
assembly services for efficiently manufactured, long life
assemblies.


MAXICARE HEALTH: May File for Bankruptcy Due to Litigation Claims
-----------------------------------------------------------------
Maxicare Health Plans, Inc., delivered its financial results for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 4, 2005.

The Company's balance sheet showed $2,277,000 of assets at
September 30, 2005 and liabilities totaling $7,998,000.  At
September 30, 2005, the Company had a consolidated working capital
deficiency of approximately $4.2 million and a shareholders'
deficit of approximately $5.7 million.

Maxicare has had no continuing business activities since March 15,
2002, and access to cash held by its subsidiary, Health Care
Assurance Company, Ltd., is subject to regulatory approval.

                     Bankruptcy Warning

Management has indicated that the Company could seek protection
under the Bankruptcy Code given its financial condition and
contingent liabilities on account of several pending litigation.

                     Pending Litigation

Substantial claims have been asserted against Maxicare and these
claims, when resolved, may be far in excess of liabilities
currently reported in the Company's balance sheets.

The Company could pay over $48 million in damages on account of a
lawsuit filed with the Marion County Circuit Court of Indiana by
the Commissioner of the Indiana Department of Insurance.

The Commissioner, as the rehabilitator of Maxicare Indiana, Inc.,
alleges that:

     1) the directors of the Indiana HMO breached their fiduciary
        duty by failing to maintain a plan providing for
        continuation of care benefits in the event that the
        Indiana HMO was placed in receivership, and that the
        Company is also liable for that failure;

     2) the Company fraudulently concealed the financial condition
        of the Indiana HMO;

     3) the Company manipulated the finances of the Indiana HMO
        for the Company's own benefit; and

     4) the Company received preferential and fraudulent
        transfers of money from the Indiana HMO.

Pre-trial discovery has not been completed on this case and the
Company intends to vigorously defend the suit.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2d4

                     Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about Maxicare's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2004,
and 2003.  The auditing firm pointed to the Company's discontinued
operations, recurring net losses and deficiencies in working
capital and shareholders' equity.

On Oct. 31, 2005, E&Y advised Maxicare that it will resign as the
Company's independent registered public accounting firm effective
upon the filing by the Company of its Form 10-Q quarterly report
for the quarter ended September 30, 2005.

Maxicare Health Plans, Inc., is a holding company that formerly
operated health maintenance organizations and other subsidiaries,
in the field of managed healthcare.  All significant subsidiaries
formerly operated by Maxicare Health Plans (the California and
Indiana HMOs and Maxicare Life and Health Insurance Company, Inc.)
were placed into bankruptcy, rehabilitation and administrative
supervision, respectively, in May of 2001 and are currently in
liquidation.  These former subsidiaries are no longer included in
Maxicare's consolidated financial statements after May 2001.  The
Company will receive no distribution of assets from the California
HMO, are very unlikely to receive any distribution of assets from
the Indiana HMO, and cannot determine whether or not it will
receive a distribution of assets from Maxicare Life and Health
Insurance Company, Inc.


MCLEODUSA INC: Sept. 30 Balance Sheet Upside-Down by $443.6 Mil.
----------------------------------------------------------------
McLeodUSA Incorporated reported financial and operating results
for the quarter ended Sept. 30, 2005.

Total revenues for the quarter ended Sept. 30, 2005 were $154.4
million compared to $159.7 million in the second quarter of 2005
and $168.1 million in the third quarter of 2004.

Gross margin for the third quarter of 2005 was $68.4 million
compared to $67.5 million in the second quarter of 2005 and $74.0
million in the third quarter of 2004.  Gross margin as a
percentage of revenue for the third quarter was 44.3%, compared
with 42.3% in the second quarter of 2005 and 44.0% in the third
quarter of 2004.

SG&A expenses for the third quarter of 2005 were $64.5 million
compared to $53.7 million in the second quarter of 2005 and $62.5
million in the third quarter of 2004.  The third quarter of 2005
included approximately $13.3 million of charges related to
settlements and reserves with respect to certain interstate and
intrastate access charge disputes.  Adjusted EBITDA in the third
quarter of 2005 was $3.9 million.  The $3.9 million Adjusted
EBITDA in the third quarter compared to $13.8 million in the
second quarter of 2005 and $11.5 million in the third quarter of
2004. In the third quarter of 2005, the Company incurred $14.7
million in restructuring charges related to financial and legal
advisors and severance costs in connection with the Company's
pursuit of a capital restructuring.

Customer platform mix at the end of the third quarter was 76%
UNE-L, 4% resale and 20% UNE-P versus 70%, 4% and 26%,
respectively, at the end of the third quarter of 2004.  Business
customer turnover was 2.1% in the third quarter of 2005 compared
to 2.2% in the second quarter of 2005 and 2.1% in the third
quarter of 2004. Total customer turnover in the third quarter was
2.3%, consistent with the second quarter of 2005 and down from
2.4% in the third quarter of 2004.

The Company ended the quarter with $17.1 million of cash on hand
and $16.4 million of restricted cash.  Total capital expenditures
for the third quarter of 2005 were $6.7 million.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications  
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.

At Sept. 30, 2005, McLeodUSA Inc.'s balance sheet showed a $443.6
million stockholders' deficit compared to a $46.8 million deficit
at Dec. 31, 2004.


MESABA AVIATION: Wants to Continue Incentive & Severance Plans
--------------------------------------------------------------
Mesaba Aviation, Inc., employs approximately 3,800 union and
non-union employees.  The Debtor believes that continued service
by the Employees is vital to its ongoing operations and
reorganization efforts.  

By this motion, the Debtor seeks the U.S. Bankruptcy Court for the
District of Minnesota's authority to continue its Incentive and
Severance Plans and make payments under the Plans consistent with
its prepetition practices.

                         Incentive Plans

In ordinary course, the Debtor maintains the Incentive Plans for
different categories of Employees, rewarding them for their
performance.  The details of each Incentive Plan vary based on
its aims and intended participants.  The Incentive Plans include:

   a. a Performance Incentive Compensation Plan that provides
      cash incentives to all salaried  employees, which payments
      are keyed to the employee's performance and the Debtor's
      financial performance;

   b. a Quarterly Incentive Plan that provides incentive payments
      to all full- and part-time employees except pilots and
      those covered by the Performance Incentive Compensation
      Plan, which payments are keyed to the Debtor's financial
      performance; and

   c. 2003 Incentive Award Plan, which generally provides for
      awards payable in stock appreciation rights to a limited
      number of key employees and management personnel based on
      factors including continued employment and satisfaction of
      certain other criteria relating to the Debtor's long-term
      goals.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
P.A., in Minneapolis, Minnesota, tells the Court that the
Incentive Plans are designed to provide incentives to the
Employees to achieve results that lead to a more efficient
operation of the Debtor's business and to encourage the continued
commitment of certain key employees.  

The Debtor asserts that continuation of the Incentive Plans is
critical to its ability to remain a competitive employer and to
avoid a potential loss of employees.

"Many of the Debtor's direct competitors and the major airlines
offer comparable types of incentives or incentive compensation
plans," Mr. Meyer attests.  "Such incentive plans are also common
in non-airline industries with which the Debtor competes for
talented employees."

The Debtor estimates that, with respect to prepetition periods,
the gross obligations potentially payable in connection with the
Incentive Plans aggregate approximately $2,485,000.  Assuming
that the Debtor authorizes payments in the ordinary course under
the Incentive Plans, Mr. Meyer says all or substantially all of
those payments could be in excess of the $10,000 statutory
priority.  However, the Debtor contends that payments under the
Incentive Plans are amounts that, in the ordinary course, and
consistent with historic practices, are payable postpetition.

                          Severance Plan

Since prior to the Petition Date, the Debtor has offered a
severance program to its non-union Employees.  Payment under the
Severance Plan, Mr. Meyer relates, are payable over time and are
subject to elimination or reduction if the Employee obtains new
employment.  

The payments under the Severance Plan have traditionally been:

   a. for salaried employees below the director level, one
      week's salary per year of service, with a minimum of four
      weeks' salary, and a maximum of 12 weeks' salary;

   b. at the director level, two weeks' salary per year of
      service, with a minimum of eight weeks' salary and a
      maximum of 26 weeks' salary; or

   c. for officers, 52 weeks' salary.

Obligations under the Severance Plan arise in the ordinary course
of the Debtor's business and are necessary to sustain the morale
of the Employees during the Debtor's Chapter 11 case.  The Debtor
believes that continuation of these programs is necessary for the
time being, but reserves the right to make any modifications in
the event the modifications become necessary or otherwise
advisable in the Debtor's business judgment.

In the 12 months ending September 2005, the Debtor paid $158,095
under the Severance Plan.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Wants Greene Espel as Counsel for Fairbrook Suit
-----------------------------------------------------------------
Greene Espel P.L.L.P. has been representing Mesaba Aviation,
Inc., since September 2004 in connection with a civil matter
currently in litigation, captioned Fairbrook Leasing, Inc., et
al. v. Mesaba Aviation, Inc., in the U.S. District Court for the
District of Minnesota.

Accordingly, Mesaba Aviation, Inc., seeks the U.S. Bankruptcy
Court for the District of Minnesota's authority to employ Greene
Espel as its special counsel to represent and advise it with
regard to business litigation matters in the District Court
Action.

Greene Espel will bill the Debtor based on hourly rates of its
attorneys.  The current hourly rates of attorneys expected to
provide services to the Debtor range from $215 to $370.  The
firm's paralegals charge $125 per hour.

William J. Otteson, Esq., a partner at Greene Espel, asserts that
neither he, the firm, nor any partner, counsel or associate, has
any connection with the Debtor, its significant creditors, or any
parties-in-interest in the Debtor's Chapter 11 case.

Mr. Otteson tells the Court that as of October 25, 2005, the
Debtor owes Greene Espel $4,587 in past due fees and expenses for
work on the District Court Action.  The firm will file a proof of
claim with regard to that debt.

Mr. Otteson further assures Judge Kishel that Greene Espel will
not represent any entity other than the Debtor in connection with
the Debtor's Chapter 11 proceeding.

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. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METALFORMING TECH: Wants to Walk Away from 3 Real Estate Leases
---------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to reject three nonresidential real property leases:

   Lease Location                             Rejection Date
   --------------                             --------------
   1850 Bryant Road
   Lexington, Kentucky 40509                  April 30, 2006

   2610 and 2650 Palumbo Road
   Lexington, Kentucky 40509                  April 30, 2006

   2592 Palumbo Road
   Lexington, Kentucky 40509                   July 31, 2006  

The Court authorized the sale of one of the Debtors, MetalForm
Industries, Inc., pursuant to the terms of an asset purchase
agreement executed between certain Debtors and Zohar Tubular
Acquisitions, LLC.  The sale order allowed Lexington Metal
Systems, LLC, a wholly owned subsidiary of Zohar Tubular, to
continue operating the business it purchased from the Debtors.  
Lexington Metal intends to move the equipment located on the
leased premises and it is important, the Debtors say, that
Lexington Metal be able to continue operating during this move-out
process.

Regardless of the Court's ruling on the Debtors' request, Zohar
Tubular and Lexington Metal have agreed to reimburse the Debtors'
estates for all obligations on account of the leases that arise
after Oct. 15, 2005, through the effective date of the rejection
of leases.

The terms of the proposed order include, among others:

   -- an $80,000 payment by Lexington Metal to the Debtors plus a       
      $43,495 reimbursement for rent paid under the leases for the
      period from Oct. 15, through Oct. 31, 2005.  On Oct. 28,
      Lexington Metal paid $30,000 in consideration for the fees
      and expenses the Debtors and Committee incurred in
      connection with the rejection of the leases; and
   
   -- an up-front payment to the landlords of monthly unpaid rent
      from Dec. 1, 2005, through the rejection dates.  In addition
      to the rent obligation, Lexington Metal will pay $86,991 for
      the November rent.
   
The Debtors assure the Court that the proposed up-front payment of
all rent obligations provides more than sufficient protection for
the landlords' interests.

The Hon. Mary F. Walrath will convene a hearing to consider the
Debtors' request on Nov. 17, 2005, at 12:00 p.m.

Headquartered in Chicago, Illinois, Metalforming Technologies,  
Inc., and its debtor-affiliates manufacture seating components,  
stamped and welded powertrain components, closure systems, airbag  
housings and charge air tubing assemblies for automobiles and  
light trucks.  The Company and eight of its affiliates, filed for  
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.  
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,  
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &  
Taylor, represent the Debtors in their restructuring efforts.  As  
of May 1, 2005, the Debtors reported $108 million in total assets  
and $111 million in total debts.


METALS USA: S&P Assigns B- Rating to $275-Mil Senior Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston, Texas-based Metals USA Inc.  At the same
time, Standard & Poor's assigned its 'B-' rating to Metals USA's
proposed $275 million senior secured notes comprised of both
floating rate notes due 2012 and fixed rate notes due 2015.

Proceeds from the proposed notes offerings will be used together
with bank borrowings and a $140 million equity investment from
Apollo Management L.P. to acquire the company.  The outlook is
stable.

Total adjusted debt outstanding pro forma for the refinancing will
approximate $500 million.

"Over the intermediate term, Metals USA should benefit from
relatively favorable market conditions and its fair liquidity,"
said Standard & Poor's credit analyst Paul Vastola.  "Ratings on
the company could be lowered should actions taken by its financial
sponsor result in a more aggressive financial profile and weaker
credit metrics.  Conversely, ratings could be raised if the
company were to complete an initial public offering that resulted
in a more moderate capital structure."
     
Metals USA is one of the largest metals processors and
Distributors in the highly fragmented North American market with
more than $1.6 billion in revenues for the 12 months ended    
Sept. 30, 2005.  The company's markets are highly competitive and
cyclical.  Metals USA sells such products as plates and shapes,
flat-rolled steel, and specialty metals and provides some    
value-added services on these materials for its customers, which
cross several different industries.  It also has a building
products division that currently generates about 15% of its
revenues.


METALS USA: Moody's Rates Sec. Floating & Fixed Rate Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Metals USA, Inc., which is being acquired by Apollo Management
through its subsidiary Flag Acquisition Corporation.  As part of
the acquisition financing, Flag Acquisition is issuing $275
million of senior secured notes.  At the completion of the
acquisition, Flag Acquisition will merge with and into Metals USA,
Inc., with Metals USA continuing as the surviving corporation and
assuming Flag Acquisition's obligations under the notes.

Moody's assigned a B3 rating to the proposed senior secured notes
and assigned an SGL-2 rating to Metals USA.  The rating outlook is
stable.  This is the first time Moody's has rated the debt of
Metals USA in its current configuration.

Moody's assigned these ratings:

   * B3 to the senior secured floating rate notes due 2012,
   * B3 to the senior secured fixed rate notes due 2015,
   * B1 corporate family rating, and
   * SGL-2 speculative grade liquidity rating.

The ratings reflect:

   * Metals USA's high leverage upon completion of the leveraged
     buyout;

   * the potential to materially increase debt and make equity
     distributions subject to the restrictions contained in its
     debt agreements; and

   * the sensitivity of the company's metals distribution business
     to variations in demand for steel and other metals,
     fluctuating metals prices, and international market
     pressures, all of which could challenge its ability to
     consistently service its debt.

Metals USA's historical EBITDA margins and working capital metrics
have been below average when compared to other public metals
distributors and the effect of this gap may be more pronounced in
a downcycle.  In addition, the contribution of Metals USA's
recently restructured Building Products group, which primarily
serves the residential remodeling industry, is unproven in a
lackluster home improvement environment.

The ratings positively reflect the company's geographic and
customer diversification and its currently solid financial
performance in all of its segments, but most notably the metals
distribution segments.  Furthermore, when metal market conditions
weaken, Moody's expects risk will be dampened by the
countercyclical nature of metal distributors' cash flow.
Typically, when a metal distributor enters a cyclical downturn and
metals prices and demand fall, it can replace inventory at lower
cost and reduce overall purchases, which leads to the generation
of cash from working capital reductions. This moderates working
capital borrowings and maintains liquidity.

The stable outlook reflects the favorable factors noted above.
Factors that could raise the ratings or outlook include:

   * improved working capital management;

   * solid performance of the Building Products group;

   * persistent positive cash flow;

   * increased liquidity; and

   * reduced debt such that, for example, debt to EBITDA is less
     than 3.8x and retained cash flow (before working capital) to
     adjusted debt is more than 12%.

Factors that could lower the ratings or outlook include:

   * the payment of equity dividends prior to a material
     strengthening of Metals USA's risk profile;

   * diminished liquidity;

   * recurring operating losses; and

   * increased leverage, including the issuance of HoldCo debt or
     preferred stock having debt-like characteristics.

Moody's comparison of Metals USA to other leading North American
metals distributors identified several concerns that the rating
agency believes the company and Apollo Management have to address.
The company has had a slightly below-average EBITDA margin over
the last two years.  More critically, it also has had a
significantly longer cash conversion cycle, which is the sum of
days receivables and days inventory minus days payable (where
necessary, Moody's adjusted the peer group's inventory to put it
on a FIFO basis).

While this is partly due to its very short days payable, which may
be the lingering effect of its Chapter 11 bankruptcy, inventory
turns have been slower than for other distributors and this, too,
has required greater working capital investment.  However, with
pro forma interest of around $49 million and capex averaging about
$20 million per year, Moody's expects Metals USA to have free cash
flow to apply toward reduction of its short-term debt over the
next year, barring dramatically higher working capital needs.
Metals USA pro forma debt will be $501 million, or approximately
4.3 times LTM adjusted EBITDA.

The B3 rating for the senior secured notes reflects their lower
ranking in the capital structure and the modest book value of the
first-lien collateral securing the notes.  The senior secured
notes are secured by a second-priority lien on accounts
receivable, inventory, and certain other assets and a first-
priority lien on substantially all other assets of the company and
its guarantors.  The company's new $450 million asset-based
revolving credit facility will have a first-priority lien on A/R
and inventory, placing it in an advantageous position relative to
the senior secured notes.

At the conclusion of the merger, borrowings under the revolver
will be approximately $219 million whereas the borrowing base
formula would permit borrowings of $407 million.  However, the
borrowing base is only this high because the revolver includes a
$35 million "Last Out" tranche, for which availability is governed
by unusually high advance rates (e.g., 90% on A/R).  As a result
of these high advance rates, in a distressed situation, there may
be little excess value in the current assets to aid noteholders'
recovery.

In addition, the value of the assets comprising the first-lien
collateral for the notes is relatively modest ($46 million as of
September 30, 2005, but stepped up to $157 million as a result of
purchase accounting) since metals distributors require few fixed
assets.  Hence, the two-notch difference between the notes and the
corporate family rating.

Moody's has assigned an SGL-2 speculative grade liquidity rating
to Metals USA, indicating good liquidity.  The SGL-2 rating
reflects anticipated positive cash flow over the next 12 months,
approximately $160 million of excess liquidity under the revolving
credit facility (net of $20 million of letter of credit usage) at
closing, and the improbability that the facility's covenants will
limit access to the new borrowing base facility over the next
year.

Metals USA, headquartered in Houston, is a leading US distributor
of:

   * carbon steel,
   * stainless steel,
   * aluminum,
   * red metals, and
   * manufactured metal components,

operating out of 33 processing and distribution facilities.

It also operates a Building Products business, primarily servicing
the residential remodeling market and operating out of 44
manufacturing and distribution facilities.


MIRANT CORP: Equity Deficit Doubles to $2.82 Bil. in Nine Months
----------------------------------------------------------------
Mirant Corporation delivered its quarterly report on Form 10-QSB
for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on August 16, 2005.  

The Company reported an operating loss of $167 million and
operating income of $12 million for the three and nine months
ended September 30, 2005, compared to operating income of
$147 million and $453 million for the same periods in 2004.

For the quarter ending September 30, 2005, the Company had a
$27 million loss on sales of assets, net primarily related to the
suspended construction projects that it sold or expect to sell.

The Company's gross margin increased by $9 million primarily due
to:

   * an increase of $4 million in the Philippine operations gross
     margin primarily due to rate increases for its energy supply
     business and an actualization adjustment on Sual revenue
     levelization in August 2004 resulting from updated effective
     capacity rates;

   * an increase of $5 million in the Caribbean operations gross
     margin primarily due to higher residential and commercial
     sales at its Grand Bahamas Power and Jamaica integrated
     utilities, partially offset by fuel costs that are not passed
     on to customers;

The Company's operating expenses increased by $3 million primarily
due to an increase of $2 million in corporate costs allocated to
the Company's international operations in the 2005 period.  
Corporate expenses allocated were $7 million in 2005 compared to
$5 million in 2004.  Other increases include a valuation allowance
of $4 million on the payment in the third quarter of 2005 to the
Philippine local government unit relating to the Sual power plant.
In 2005, the Company had a $1 million decrease in hurricane
related maintenance at our Caribbean operations.  Other decreases
in our Caribbean operations include $2 million due to a
reclassification of pension surplus from other expense, net in its
unaudited condensed consolidated statements of operations.

Reorganization items, net represents expense or income amounts
that were recorded in the financial statements as a result of the
bankruptcy proceedings.

For the three months ended September 30, 2005, this amount
includes:

   * $84 million loss related to changes in estimated claims
     including a $26 million increase in the estimated claim
     related to a rejected natural gas transportation agreement
     and $62 million due to the write-off of unamortized issuance
     costs related to debt included in liabilities subject to
     compromise;

   * $32 million in professional and administrative fees; and

   * $7 million of interest income and other gains, net.

For the three months ended September 30, 2004, this amount
includes:

   * $44 million loss related to estimated damage claims on
     rejected and amended contracts;

   * $22 million in professional and administrative fees; and

   * ($4) million in other (gains) losses partially offset by
     interest income.

At September 30, 2005, the Company's balance sheet shows
$12.88 billion in assets and $18.7 billion in debts.

As of September 30, 2005, the Company's equity deficit widened to
$2.82 billion from a $1.32 billion deficit at December 31, 2004.

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

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.


MORGAN STANLEY: Fitch Junks Rating on Class B-5 Certificates
------------------------------------------------------------
Fitch has taken rating actions on these Morgan Stanley Capital I,
Inc. issues:

   Series 1996-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AA';
     -- Class B-4 affirmed at 'BBB';
     -- Class B-5 downgraded to 'CCC' from 'B'.

The mortgage loans consist of fixed-rate mortgages extended to
prime borrowers and are secured by first and second liens,
primarily on one- to four-family residential properties.  As of
the October 2005 distribution date, the transaction is seasoned
116 months and the pool factor -- current mortgage loan principal
outstanding as a percentage of the initial pool -- is
approximately 2%.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$3.2 million of outstanding certificates.

The downgrade on the B-5 certificate reflects deterioration
between credit enhancement and expected losses.  Given
approximately $221,000 in outstanding foreclosures and historic
loss severities, Fitch does not feel that the protection offered
by the subordination of the B-6 -- approximately $61,000 -- bond
is adequate to prevent an eventual principal write-down of the B-5
certificate from occurring.

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


NOMURA ASSET: Fitch Pares Rating on Class B-3 Certificates to BB
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Nomura Asset
Acceptance Corp. mortgage pass-through securities:

   Series 2001-R1

     -- Classes A, R-I, R-P affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 downgraded from 'BBB' to 'BB'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $27.9 million of certificates.

The negative rating action on class B-3, affecting $351,912 of
outstanding certificates, is the result of higher-than-expected
collateral losses to date and reflect deterioration in the
relationship between future loss expectations and credit support
levels.  As of the October 2005 distribution, the pool has
incurred cumulative losses of 0.22% of the original collateral
balance and approximately 26.85% of the remaining pool balance is
90 or more day delinquent -- including Foreclosure and REO.

The pool factor -- current principal balance as a percentage of
original balance -- is 29% and is 53 months seasoned.  The deal is
master serviced by ABN AMRO Mortgage Group, which is rated 'RPS2+'
by Fitch.

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


NORTHWESTERN CORP: Earns $8.8 Mil. of Net Income in Third Quarter
-----------------------------------------------------------------
NorthWestern Corporation, d/b/a NorthWestern Energy, (Nasdaq:
NWEC) reported consolidated income from continuing operations of
$9.3 million for the three months ended Sept. 30, 2005, compared
with a consolidated loss from continuing operations of $25.2
million in the same period in 2004.

NorthWestern reported consolidated net income of $8.8 million in
the third quarter of 2005, compared with a consolidated net loss
of $29.6 million in the same period of 2004.  Results in the third
quarter of 2005 included increased gross margin, a decrease in
reorganization expenses, and a decrease in interest expense from
the third quarter of 2004.  Third quarter 2005 results also
included a gain of approximately $4.7 million on the sale of
sulfur dioxide emission allowances. Results in the third quarter
of 2004 included losses on an after-tax basis on discontinued
operations of $4.4 million.

"Our third quarter results reflect the successful restructuring of
NorthWestern across all core areas of the business.  The
highlights of NorthWestern's progress include stronger earnings
and cash flow, continued debt repayment, a strengthened balance
sheet, and improving operating results," said Michael J. Hanson,
President and Chief Executive Officer of NorthWestern.  "We have
had solid financial performance and are ahead of schedule on our
targets for repaying debt.  As a result, the company is performing
at a level that allows us to create long-term value for
shareholders and customers.  Because of the strong cash flows, our
Board of Directors has authorized a dividend increase and a share
repurchase program of up to $75 million."

Consolidated income from continuing operations for the nine months
ended Sept. 30, 2005, was $34.1 million, compared with a loss of
$27.4 million in the same period in 2004.  For the nine months
ended Sept. 30, 2005, NorthWestern reported consolidated net
income of $23.8 million, an improvement of $41.2 million over the
$17.4 million net loss reported in the nine months ended Sept. 30,
2004.  This improvement was primarily related to higher margins
and decreased operating and interest expenses, offset by an
increase in income taxes and a $10.2 million loss on discontinued
operations related primarily to Netexit settlements reached during
the second quarter of 2005.

Consolidated revenues for the three months ended Sept. 30, 2005,
were $239.1 million, an increase of 4.2%, compared with $229.4
million reported in the same period in 2004.  The increase is due
primarily to an increase in supply costs and increased sales
volumes in the regulated electric business primarily driven by
warmer weather in the current period as compared to the prior
period.

For the first nine months of 2005, revenues were $823.6 million,
an increase of 9.4 percent, compared with $752.9 million in the
same period in 2004.  The increase was due primarily to increased
volumes and higher supply costs, offset by a decrease in wholesale
revenues due to warmer weather.

Consolidated gross margin in the third quarter of 2005 was $121.3
million, a 7.5% increase, compared with $112.8 million in the same
period in 2004.  Margin in the regulated electric segment
increased $6.3 million due to higher volume sales primarily as a
result of the warmer weather in our service territories in the
current period as compared to the prior period.  Margin in the
regulated gas segment increased $2.2 million primarily due to the
slightly higher transportation revenue and the write off of $1.6
million during the third quarter of 2004 related to a fixed price
sales contract.  Margins in the unregulated electric and
unregulated natural gas segments were comparable to the same
period in 2004.

For the first nine months of 2005, consolidated gross margin was
$384.2 million, an increase of 10.1%, compared with gross margin
of $348.8 million in the same period in 2004.

                 Liquidity and Capital Resources

As of Sept. 30, 2005, cash and cash equivalents were $20.3
million, compared with $17.1 million at Dec. 31, 2004, and $41.2
million as of Sept. 30, 2004.  Cash provided by continuing
operations totaled $146.4 million during the nine months ended
Sept. 30, 2005, compared with $155.0 million during the nine
months ended Sept. 30, 2004.  Included in this was a cash use of
approximately $31 million in 2005 and approximately $10 million in
2004 for pension plan contributions.  During the first nine months
of 2005, NorthWestern used existing cash to fund $53.6 million in
capital improvements, repay $99.8 million of debt and pay
dividends on common stock of $24.6 million.

On Sept. 30, 2005, NorthWestern had drawn $75 million on its $200
million unsecured revolving credit facility and had issued letters
of credit of approximately $41 million against the facility.  The
Company's liquidity at Sept. 30, 2005, was $104 million, including
the Company's unrestricted cash balance of $20.3 million.

"These results are proof that the Company's strategy is achieving
the desired results and setting a strong foundation for continued
value creation," said Brian B. Bird, Vice President and Chief
Financial Officer.  "Additionally, we have paid down approximately
$62 million in long-term debt during the quarter, and since
emergence to Nov. 1, 2005, we have reduced debt by approximately
$187 million, substantially reducing our borrowing costs and
improving our credit profile."

            2005 and 2006 Earnings Guidance Provided

NorthWestern reaffirmed its estimates for 2005 basic earnings of
between $1.30 to $1.45 per share from continuing operations and
expects to be on the higher end of that range.

In addition, NorthWestern is providing an estimate for 2006 basic
earnings of between $1.70 and $1.90 per share from continuing
operations.

The guidance assumes normal weather in the Company's electric and
natural gas service areas and excludes any potential impact from
unforeseen litigation related expenses and gains or losses from
previously announced asset sales.  The earnings guidance provided
above does not take into consideration the share repurchase
program.

                        Quarterly Dividend

NorthWestern's Board of Directors declared a quarterly common
stock dividend of 31 cents, an increase of 6 cents per share,
payable on Dec. 31, 2005, to common shareholders of record as of
Dec. 15, 2005.

                    Share Repurchase Program

The Company reported that its Board of Directors authorized a
share repurchase program permitting the Company to acquire up to
$75 million of its common stock.  Based on the stock price as of
Nov. 8, 2005, that represents up to approximately 7% of the
outstanding shares.  The shares will be repurchased from time to
time in open market transactions or privately negotiated
transactions at the Company's discretion.  The actual number and
timing of share repurchases will be subject to market conditions,
restrictions relating to price, volume and timing and applicable
Securities and Exchange Commission rules.

                  Material Weakness Remediated

During the quarter, NorthWestern made various improvements in
internal controls which it believes has remediated the material
weakness in internal control over financial reporting that was
previously reported in its Annual Report on Form 10-K/A.

NorthWestern Corp. d/b/a Northwester Energy, --
http://www.northwesternenergy.com/-- is one of the largest  
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.


OAKWOOD HOMES: Fitch Junks Class B-1 Transaction
------------------------------------------------
Fitch Ratings upgrades one class of Oakwood Homes Corp., series
1995-A, manufactured housing transaction:

     --Class A-4 upgraded to 'AAA' from 'AA+';
     --Class B-1 remains at 'CC'.

The upgrade, affecting approximately $3 million in outstanding
principal, reflects strong credit enhancement against future
losses.  Currently, class A-4 benefits from over 81% credit
enhancement from the subordinated certificates.  Additionally, the
sequential allocation of principal ensures that the class will
receive all principal payments until the certificate has paid its
liabilities in full.


OMEGA HEALTHCARE: Discloses New Investments Totaling $74.5 Million
------------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) closed on $74.5
million of new investments in November 2005.

                      New Investments

The Company reported the closing of a first mortgage loan on
Nov. 9, 2005, in the amount of $61.75 million on six skilled
nursing facilities and one assisted living facility, totaling 878
beds. Four of the facilities are located in Rhode Island, two in
New Hampshire and one in Massachusetts.  The mortgagor of the
facilities is an affiliate of Haven Eldercare, LLC, an existing
operator of the Company.  The term of the mortgage is seven years.
The interest rate is 10%, with annual escalators.  At the end of
the mortgage term, the Company has the option to purchase the
facilities for $61.75 million less the outstanding mortgage
principal balance.

Additionally, on Nov. 1, 2005, the Company purchased three SNFs in
two separate transactions for a total investment of approximately
$12.75 million.  All three facilities, totaling 400 beds, are
located in Texas.  The facilities have been consolidated into a
master lease with an existing operator, Nexion Health, Inc., with
annualized incremental rent of approximately $1.3 million.  This
lease also includes annual rent escalators.  The term of the
existing master lease was extended to ten years and runs through
October 31, 2015, followed by four renewal options of five-years
each.

                        Asset Divestiture

On Nov. 3, 2005, the Company sold a SNF in Florida for net cash
proceeds of approximately $14.1 million.  The sale resulted in an
accounting gain of approximately $5.8 million.  At Sept. 30, 2005,
this facility was classified as held for sale on the Company's
balance sheet with a net book value of approximately $8.2 million.

Omega Healthcare Investors, Inc., is a Real Estate Investment
Trust investing in and providing financing to the long-term care
industry.  At Sept. 30, 2005, the Company owned or held mortgages
on 216 SNFs and ALFs with approximately 22,407 beds located in 28
states and operated by 38 third-party healthcare operating
companies.

                         *     *     *      

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014    
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-    
rating and Fitch's BB- rating.


OPTINREALBIG.COM: Wants Plan Filing Period Stretched to Dec. 30
---------------------------------------------------------------
OptinRealBig.com, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to extend, until Dec. 30, 2005, its exclusive
period for filing a chapter 11 Plan of Reorganization.  The Debtor
also wants its exclusive period to solicit plan acceptances
extended to Feb. 28, 2006.

The Debtor will use the extension period to conclude proceedings
with respect to its request for the dismissal of its chapter 11
case.  A hearing on the Debtor's dismissal motion is scheduled for
Nov. 21, 2005.

As reported in the Troubled Company Reporter on Aug. 18, 2005, the
Debtor and its owner, Scott Allen Richter, asked the U.S.
Bankruptcy Court for the District of Colorado to dismiss their
chapter 11 cases following its settlement with Microsoft
Corporation and American Family Mutual Insurance.

The Debtor sought protection under chapter 11 to stay 13 legal
actions filed against them, including the lawsuits filed by
Microsoft Corporation and American Family.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).  
John C. Smiley, Esq., at Lindquist & Vennum P., LLP, represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debts of $50 million to $100 million.


ORGANIZED LIVING: Plan Confirmation Hearing Set for December 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, will convene a hearing on December 6 to consider
the merits of Organized Living, Inc.'s Amended Liquidating Plan of
Reorganization.

The Honorable Charles M. Caldwell approved the Debtor's Amended
Disclosure Statement on October 27.  Judge Caldwell determined
that the Disclosure Statement contained adequate information --
the right amount of the right kind for creditors to make informed
decisions when asked to vote for the plan.

The Plan calls for the liquidation of all of the Debtor's
remaining assets to fund payments to its creditors.  Deposits and
refunds as well as the net proceeds of any causes of action will
also fund the payments outlined in the Plan.

On the Effective Date, American Express Financial Services will be
appointed as Plan Administrator.  The Plan Administrator will be
responsible, among other things, for implementing the distribution
provided under the Plan, prosecuting causes of action and managing
the wind-down of the Debtor's business.

                       Treatment of Claims

Fleet Retail Finance Inc.'s $6.94 million secured claim against
the Debtor was fully paid on June 20, 2005, from the proceeds of
the sale of most of the Debtor's assets.  Fleet Retail's liens, to
the extent they encumber the Debtors' assets, will be extinguished
on the effective date.

Holders of allowed miscellaneous secured claims will receive, at
the Debtor's discretion, either:

      a) cash in full payment of the claim;

      b) the proceeds from the sale of disposition of the
         collateral securing the claim, to the extent of the
         value of their interests in the collateral;

      c) a surrender of the collateral securing the claim; or

      d) other distributions necessary to satisfy the
         requirements of the Bankruptcy Code.

Allowed priority claims will be paid in full and in cash on the
effective date of the Plan.

Holders of allowed general unsecured claims are entitled to
receive a pro rata share of the estate's available cash after
payment of all other priority and secured claims.  The Debtor
estimates the recovery of general unsecured claimholders at around
12% of the amount of their claims.

The Plan Administrator will make interim distributions to the
unsecured claimholders on the last business day of the first month
following the end of each fiscal quarter.

Allowed unsecured claims considered as convenience claims will
receive a single cash payment equal to 15% of their allowed claim
on the effective date of the Plan.

All equity interest in the Debtor will be cancelled and equity
interest holders will get nothing under the Plan.

                      Causes of Action

The Debtor and the Official Committee of Unsecured Creditors are
investigating if approximately $11.5 million in payments made to
third parties within the 90 days prior to the petition date and
$34,000 in payments made to insiders within one year prior to the
petition date are avoidable.  The Plan Administrator will pursue
these investigations after the effective date.

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of   
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


ORGANIZED LIVING: Will Auction Trademarks on November 17
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved uniform auction and notice procedures in connection with
the proposed sale of Organized Living, Inc.'s trademark assets.

The proposed sale of the trademark assets follows the liquidation
of the Debtor's inventory and leasehold assets.  The Debtor has
retained The 363 Group, Inc., to liquidate its remaining
intellectual property assets.

                       Trademark Assets

As reported in the Troubled Company Reporter, the trademark assets
for sale include:

   -- OLI's registered trademarks,

   -- domain names, including http://www.organizedliving.com/and    
      http://www.organized1.com/  

   -- software,

   -- graphic images,

   -- enterprise software licenses from Microsoft, and

   -- detailed sales history and transaction data.

Information on the trademark assets is available through The 363
Group by contacting:

      Mark F. Thomann
      Phone: 312.834.0993
      Fax: 312.834.1111
      E-mail: mthomann@363group.com
      Web site: http://www.363group.com/

                 Bidding and Auction Procedures

In order to solicit the highest and best bids for the trademarks,
the Debtor will conduct a two-step auction process.  Interested
buyers must submit binding, sealed bids no later than 5:00 p.m. on
Nov. 15, 2005, to:

   a) Debtor's Counsel:

      Squire, Sanders & Dempsey LLP
      Attention: Tim J. Robinson, Esq.
      1300 Huntington Center
      41 South High Street
      Columbus, Ohio 43215

   b) Organized Living, Inc.
      Attention: Hal Hollingsworth
      5150 E. Dublin-Granville Road
      Columbus, Ohio 43081

   c) The 363 Group, Inc.
      Attention: Mark F. Thomann
      141 West Jackson Blvd, Suite 3620
      Chicago, Illinois 60604

   d) Counsel for the Official Committee of Unsecured Creditors:
      
      Pachulski, Stang, Ziehl, Young, Jones & Weintraub
      Attention: Jeffrey N. Pomerantz,
      10100 Santa Monica Blvd., 11th Fl.
      Los Angeles, CA 90067,

          - and -

      Frost Brown Todd LLC
      Attention: Ron Gold
      2200 PNC Center
      201 East Fifth Street
      Cincinnati, Ohio 45202

Bidders are required to make a good faith deposit equal to 10% of
their bids.  Deposits must be remitted to U.S. Bank, the escrow
agent.   

All bid packages must include these required documents:

    a) the template asset purchase agreement;

    b) a check for the deposit amount;

    c) adequate information regarding the bidder's financial
       capacity to close the proposed sale; and

    d) an executed escrow agreement.

Only pre-qualified bidders can participate in the auction
scheduled at 10:00 a.m. on Nov. 17, 2005, at the offices of
Squire, Sanders & Dempsey LLP in Columbus, Ohio.

A full-text copy of the bidding and auction procedures is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=051018033327

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of    
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


O'SULLIVAN INDUSTRIES: U.S. Trustee Will Meet Creditors on Dec. 1
-----------------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21, will
convene a meeting of creditors of O'Sullivan Industries Holdings,
Inc., and its debtor-affiliates at 2:00 p.m., on December 1,
2005.

The meeting will take place at the Office of the United States
Trustee, Room P78-B, Richard Russell Federal Building, at No. 75
Spring Street South West in Atlanta, Georgia.

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

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

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 Debtors listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Asks Court to Approve Disclosure Statement
-----------------------------------------------------------------
Section 1125(b) of the Bankruptcy Code provides that an acceptance
or rejection of a plan of reorganization may not be solicited
after the Petition Date from a holder of a claim or interest with
respect to the claim or interest, unless, at the time of or before
the solicitation, there is transmitted to the holder the plan or a
summary of the plan, and a written disclosure statement approved,
after notice and a hearing, by the court as containing adequate
information within the meaning of Section 1125(a).

Adequate information under Section 1125(a) means "information of a
kind, and in sufficient detail . . . that would enable a
hypothetical reasonable investor typical of holders of claims or
interests of the relevant class to make an informed judgment about
the plan. . . ."

O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
believe that the Disclosure Statement accompanying their Plan of
Reorganization filed on October 14, 2005, subject to being updated
or amended prior to the December 2, 2005, hearing, contains
adequate information within the meaning of Section 1125.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, relates that the Disclosure Statement
contains descriptions and summaries of, among other things:

   a) the Plan;

   b) key events preceding the commencement of the Debtors'
      Chapter 11 cases;

   c) risk factors concerning the Plan;

   d) a liquidation analysis setting forth the estimated
      return that creditors would receive in a hypothetical
      Chapter 7 liquidation case;

   e) financial information relevant to creditors'
      determinations of whether to vote to accept or to reject
      the Plan;

   f) securities law and federal tax law consequences related to
      the Plan;

   g) the relationships between the Debtors; and

   h) a disclaimer indicating that no statements or information
      concerning the Debtors and their assets are authorized,
      other than those in the Disclosure Statement.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Georgia to approve their Disclosure
Statement.  The Debtors further ask the Court to set the hearing
on the Disclosure Statement approval on December 2,
2005, or as soon as practicable and as permitted by Rule 2002(b)
of the Federal Rules of Bankruptcy Procedure.

Mr. Cifelli relates that the approval of the Disclosure Statement
is necessary to the efficient prosecution of the Debtors' Chapter
11 cases and will assist in an expeditious confirmation of the
Plan.  Having the matters heard as soon as possible, Mr. Cifelli
continues, is necessary to preserve assets of the Debtors'
estates, to ensure the maximum value of their business, and to
minimize the accumulation of administrative and other expenses.

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 Debtors listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN IND: Wants Uniform Balloting Procedures Established
--------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of Georgia
to approve a set of uniform noticing, balloting, voting and
tabulation procedures to be used in connection with asking
creditors to vote to accept their Chapter 11 plan of
reorganization.

In accordance with Rule 3017(d) of the Federal Rules of
Bankruptcy Procedure, the Debtors will use and distribute
customized Ballots to holders of Senior Secured Notes Claims in
Class 2C, the creditors entitled to vote on the Plan.

The Debtors ask the Court to direct that all ballots accepting or
rejecting the Plan be received by the Debtors' balloting agent,
The Garden City Group, Inc., by 5:00 p.m., Eastern Time, on
January 16, 2006, at these addresses:

    -- For United States mail:
     
       The Garden City Group, Inc.
       O'Sullivan Claims and Balloting Agent
       P.O. Box 9000 #6362
       Merrick, New York 11566-9000

    -- For overnight courier or hand delivery
     
       The Garden City Group, Inc.
       O'Sullivan Claims and Balloting Agent
       105 Maxess Road
       Melville, NY 11747

According to James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes
& Stout, P.A., in Atlanta, Georgia, the Balloting Agent
anticipates that a significant portion of the Senior Secured
Notes will be registered in the name of the Depository Trust
Company that holds securities for its participants, which, in
turn, are either nominees of beneficial owners, or nominees of
respondents acting on behalf of beneficial owners.  Hence, during
the weeks leading up to the solicitation of votes on the Plan, the
Balloting Agent intends to obtain current security position
listings identifying DTC participants having Senior Secured Notes
registered in the name of DTC.  

The Balloting Agent would check the identified DTC participants
against the participant proxy contact list issued by DTC to
further identify the contact person or agent designated by each
participant, Mr. Cifelli says.  While some participants designate
an individual employee to be contacted, other participants
designate ADP Proxy Services, Inc., as their agent.

In the solicitation process, the Balloting Agent will follow these
procedures:

   a) The Balloting Agent would call or telecopy each DTC
      participants' contact person or agent that has been
      identified in the Balloting Agent's research, and inform
      each participant that a voting record date has been
      established for purposes of determining which Creditors are
      entitled to receive Ballots to vote on the Plan or to
      receive notice of their deemed rejection or non-voting
      status.  The Balloting Agent would also ask for the number
      of sets of voting materials the participant would require
      for mailing to the beneficial owners of Senior Secured
      Notes the participant holds.

   b) The Balloting Agent also would assist the Debtors in
      submitting written requests to DTC and the trustees under
      the Senior Secured Notes for the list of the registered
      holders of the security as of the Voting Record Date.

   c) In response to the inquiries, the Balloting Agent
      anticipates it would receive the DTC lists and other
      records prior to any distribution date for solicitation
      materials.  The Balloting Agent would cross-check the DTC
      Record Date List against the initial DTC listing received
      and against the DTC participant telephone survey results,
      to confirm that all nominees who were participants in DTC
      and hold Senior Secured Notes as of the Voting Record Date
      have been identified and surveyed.

   d) The Balloting Agent would receive a listing of nominees
      that will be covered by ADP's mailing of the voting
      materials.  The Balloting Agent will cross-reference ADP's
      list with the DTC Record Date List and confirm that all
      nominees that used ADP as their agent would be covered by
      ADP's mailing.  Thus, the Balloting Agent would be able to
      identify each depository, nominee, and other registered
      holder that holds, as of the Voting Record Date, any Senior
      Secured Notes either for its own account, as nominee, or  
      agent for another nominee, or as nominee for the ultimate
      beneficial owner.

   e) The Balloting Agent would ensure that:

      * a copy of the Disclosure Statement, a Ballot, other
        materials as may be ordered by the Court, and a postage-
        paid return envelope will be delivered by first class
        mail to all holders of Senior Secured Notes Claims;

      * each nominee identified on the Record Date Lists will
        receive the appropriate number of copies of the
        Disclosure Statement, Ballots, other materials, and
        postage-paid return envelopes as indicated by the nominee
        to the Balloting Agent, as required to enable it to
        distribute the same to each beneficial owner of Senior
        Secured Notes, along with a letter of instruction to the
        nominee regarding the distribution of voting materials to
        beneficial owners;

      * holders of Administrative Claims, Tax Claims, Priority
        Claims, Credit Facility Claims, and Other Secured Claims
        Against a Debtor will be delivered a Notification of
        Non-Voting Status; and

      * holders of All Other Claims Against O'Sullivan Holdings,
        General Unsecured Claims, and Existing Equity Interests
        in O'Sullivan Holdings will be delivered a Notification
        of Deemed Rejection.

   f) The Balloting Agent would then confirm that each nominee
      identified on the Voting Record Date Lists receives the
      voting materials, and that those materials are, in turn,
      distributed to substantially all beneficial owners, in
      accordance with the nominees' respective distribution
      practices and policies.

   g) The Balloting Agent would cause to be deposited with a
      reputable overnight delivery service for delivery to each
      nominee identified on the Record Date Lists, the
      appropriate Master Ballot for use in transmitting to the
      Balloting Agent the votes received from beneficial owners,
      along with a letter of instruction.

The Debtors ask the Court to establish December 1, 2005, as the
Voting Record Date.

                       Voting Procedures

The Debtors propose procedures governing the casting of votes on
the Plan and designed to effectively solicit acceptances or
rejections of the Plan.

Beneficial owners, who, as of the Voting Record Date, hold in
their own names Senior Secured Notes Claims, as applicable, would
complete and sign individual Ballots and return them directly to
the Balloting Agent.  Beneficial owners, who, as of the Voting
Record Date, hold Senior Secured Notes in "street name" through
nominees would vote in one of two ways:

  (1) The beneficial owner would complete and sign an individual
      Ballot, unless it is already signed or "prevalidated" by
      the nominee, and return it to the nominee.  The nominee, in
      turn, would complete and sign a corresponding "Master
      Ballot," transcribing the votes cast and other information
      provided by the beneficial owners in their individual
      Ballots.  The nominee would then forward its Master Ballot
      either to the Balloting Agent or to the nominee's agent
      which, in turn, would forward the Master Ballot to the
      Balloting Agent; or

  (2) The beneficial owner would complete an individual Ballot
      that has already been signed or "prevalidated" by the
      nominee and return it directly to the Balloting Agent.
   
Each individual Ballot for a Senior Secured Notes Claim would
contain:
  
   -- a certification that the beneficial owner on whose behalf
      the Ballot is submitted is, as of the Voting Record Date,
      the beneficial owner of the securities in the amount voted
      on the Ballot; and

   -- additional certifications that it is the only Ballot
      submitted by the beneficial owner for securities in that
      Class; that all additional Ballots, if any, have been so
      disclosed; and that all Ballots submitted by the beneficial
      owner for securities in that Class indicate the same vote
      to accept or to reject the Plan.

Each Master Ballot, which would transmit the votes of beneficial
owners as indicated on the individual Ballots submitted to their
nominees, would contain certifications that:

   (a) the party executing the Master Ballot is a nominee or a
       holder of a power of attorney, agency, or proxy from a
       nominee or beneficial owner that is the registered holder
       of the applicable securities in the amounts voted by the
       beneficial owners; and

   (b) the beneficial owners whose votes are transmitted by the
       Master Ballot are, as of the Voting Record Date, the
       beneficial owners of the applicable securities in the face
       amounts voted.

Each Master Ballot transmitting votes on account of Senior
Secured Notes Claims in Class 2C would contain the additional
certification that any information provided by beneficial owners
relating to other Ballots submitted by the beneficial owners for
securities in that Class has been transcribed onto the Master
Ballot.

                       Tabulation of Votes

The Debtors propose that these procedures govern the tabulation of
votes on the Plan:

   -- Except as may otherwise be provided by the Disclosure
      Statement, unless a Ballot being submitted to the Balloting
      Agent is timely submitted on or prior to the Voting
      Deadline together with any other documents required by the
      Ballot, the Debtors would, in their sole discretion, reject
      the Ballot as invalid and therefore decline to utilize it
      in connection with seeking confirmation of the Plan by the
      Bankruptcy Court.

   -- The Balloting Agent would note the date and time of receipt
      on each individual Ballot and Master Ballot received by it
      and would review each Ballot and Master Ballot to determine
      whether it satisfies the criteria specified in the
      Disclosure Statement for validity.

   -- In the event more than one Ballot or Master Ballot is
      submitted for the same beneficial holder, or the same
      claim, the last timely received validly executed Ballot or
      Master Ballot, as the case may be, would be counted.

   -- For purposes of calculating the number of holders voting in
      classes comprised of Senior Secured Notes, the Balloting
      Agent would count the number of beneficial owners whose
      votes were represented by the Ballots and Master Ballots.

   -- To eliminate the possibility of counting a beneficial owner
      as voting in a single class more than once, the Balloting
      Agent would cross-check each Ballot and Master Ballot in
      which information was supplied, if appropriate, in the
      Master Ballots identifying additional amount of securities
      in that class beneficially owned by a holder and voted in
      other Ballots or Master Ballots, and the accounts in which
      the securities are held, against the corresponding Ballots
      and Master Ballots transmitting the holder's additional
      votes.

   -- To eliminate the possibility of any registered holder
      over-voting the amount of Senior Secured Notes, the
      Balloting Agent would cross-check the aggregate amount of
      Senior Secured Notes voted by or through each registered
      holder against the registered holder's position listing on
      the Voting Record Date Lists of the indenture trustees and
      the Debtors, and the related omnibus proxies provided by
      DTC.

   -- In the event of a dispute with respect to a Claim, any vote
      to accept or reject the Plan cast with respect to the Claim
      would not be counted for purposes of determining whether
      the Plan has been accepted or rejected, unless the
      Bankruptcy Court orders otherwise.

   -- The original Ballots and Master Ballots received by the
      Balloting Agent, and the comprehensive vote tally sheets
      prepared by the Balloting Agent would be maintained in the
      possession of the Balloting Agent for a period of one year
      after the Voting Deadline.

The Debtors anticipate that some of the solicitation packages or
Notices may be returned as undeliverable.  The Debtors ask the
Court that they not be required to re-mail undelivered
solicitation packages or Notices to those entities whose addresses
differ from the addresses on the claims register or the Debtors'
records as of the Voting Record Date.

Furthermore, the Plan provides for releases against certain
non-debtor entities under the Plan.  Although the validity and
enforceability of the Releases is an issue for Plan confirmation
that need not be addressed at the Disclosure Statement stage, the
Debtors ask the Court approve the disclosures in the Ballots and
Master Ballots as they relate to the Releases.

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 Debtors listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC MAGTRON: Sells Milpitas Property for $4.9 Million
---------------------------------------------------------
The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the
District of Nevada approved the sale of Pacific Magtron, Inc.'s
Milpitas property, free and clear of liens, to Everlasting Private
Foundation for approximately $4.9 million.

The 3.32-acre warehouse and office complex located in Milpitas,
California, is subject to a first lien in favor of Wells Fargo
Bank, on account of a $2,323,224 mortgage obligation, and a second
lien in favor of The U.S. Small Business administration, on
account of a $759,479 debt.

Pursuant to the Debtor's Joint Liquidating Plan of Reorganization,
cash realized from the sale of the Milpitas property, net of Wells
Fargo and SBA's claim, will be distributed to PMI's unsecured
creditors.  As reported in the Troubled Company Reporter, the Plan
separately treats the assets and debts of Pacific Magtron
International Inc. and its debtor-affiliates -- Pacific Magtron,
Inc., Pacific Magtron (GA), Inc. and Livewarehouse, Inc.

PMI decided to sell the Milpitas property because:

     a) it no longer needed the building for any proposed Plan
        of Reorganization since its wholesale computer business
        has been destroyed through Micro Technology Concepts,
        Inc.'s breach of an Interim Management Agreement;

     b) interest on the debts secured by the building continue to
        accrue; and

     c) DBC Real Estate Services, Inc., its real estate broker,   
        has stated that higher bids are not likely to be made even
        if a sale is delayed.

PMI initially selected Vinh Sanh Properties' $4.4 million offer
for the property.  But Vinh Sanh was outbid by Everlasting in the
Auction.  As reimbursement for due diligence expenses, the
Bankruptcy Court authorizes the Debtor to pay up to $10,000 to
Vinh Sanh.

In addition, the Bankruptcy Court allows PMI to pay the $199,600
broker's commission due to DBC.  DBC is entitled to receive a
broker's commission equal to 4% of the property's selling price,
payable at the close of the sale.

A full-text copy of the Debtor's Agreement of Purchase and Sale
and Joint Escrow Instructions is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051109210627

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--    
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PINNOAK RESOURCES: Moody's Rates Proposed $175MM Sec. Loans at B3
-----------------------------------------------------------------
Moody's Investors Service assigned B3 ratings to PinnOak
Resources, LLC's proposed $125 million senior secured term loan
due 2012 and $50 million senior secured revolver due 2011.  
Moody's also assigned PinnOak Resources a SGL-2 speculative grade
liquidity rating.  The B3 ratings consider:

   * PinnOak Resources' lack of diversity, with approximately
     94% of anticipated 2006 production derived from two mines;

   * its small size (4.7 million tons of production expected
     in 2005);

   * its high operating costs; and

   * in order to reduce debt from the $125 million level, its
     reliance on a 19% increase in production in 2006 and beyond
     from that expected in 2005, which may be difficult to do
     given the limited operating history at the run rate necessary
     to accomplish this.

The ratings also reflect the high geologic and operating risks of
its underground longwall mines in West Virginia and Alabama and
the short term nature of it coal contracts.  The ratings favorably
reflect:

   * the company's production and reserves of high quality;

   * low vol met coal;

   * currently high prices for this coal;

   * anticipated cash flow and debt reduction over at least the
     next two years; and

   * the company's relatively low level of OPEB, workers'
     compensation and black lung obligations relative to many of
     its coal mining peers.

This is the first time that Moody's has rated the debt of PinnOak
Resources.  The rating outlook is stable.

These ratings were assigned:

   * B3 to the $125 million senior secured term loan due 2012,
   * B3 to the $50 million senior secured revolver due 2011,
   * B3 corporate family rating, and
   * Speculative Grade Liquidity Rating, SGL-2

PinnOak Resources was formed to acquire its two principal mines
(Pinnacle and Oak Grove) from U.S. Steel in 2003.  The company is
in the process of completing the captioned bank financings
principally to fund a $125 million dividend distribution to:

   * its owners, Benjamin M. Statler, LLC (46.5%), associated with
     the company's Chairman, CEO and President;

   * Questor Funds (46.5%), a private capital investor; and

   * senior management (7%).

In 2003, PinnOak Resources suffered a significant lightning
ignited methane gas explosion at the Pinnacle operation that
caused a shutdown of the mine for close to nine months in
2003/2004.  Since 2004, the company has significantly upgraded the
Pinnacle and Oak Grove mines and started up the smaller Green
Ridge mine.

The B3 ratings reflect the concentration of most of the company's
production at two mines and the impact on cash flow and debt
protection measurements that would result from a significant
disruption at either of these operations, an occurrence that is
possible in the difficult operating environment of underground
longwall mines.  The Pinnacle and Oak Grove mines produce
approximately 52% and 42%, respectively, of the company's annual
coal production.

The ratings also reflect the ramp-up in production that has
occurred this year and the company's dependence, in order to meet
targeted cash flow and debt reduction targets, on sustaining an
increase in the production level to achieve the targeted increase
to 5.6 million tons in 2006 from an anticipated 4.7 million tons
in 2005.  PinnOak's operating costs are high in absolute terms and
its profit margins would be negative at historical met coal
prices.  Debt reduction is also dependent on the continuation of
favorable met coal prices.

The B3 ratings also reflect the relatively short term contractual
nature of the fixed price component of its coal contracts.
However, Moody's notes that the majority of the company's fixed
price contracts are currently priced below market and the company
should benefit from higher pricing on this coal (about 53% of
anticipated 2006 production) when these contracts are repriced at
the end of 2006.  Moody's also notes that the fixed price
component of met coal contracts rarely exceeds one year in length.

The ratings favorably reflect the high quality, low vol met coal
that the company produces at all three of its operations.  Low vol
met coal is in fairly short supply and is currently commanding
very high prices, up to $100 per ton, whereas long term historical
prices have been around $50 per ton.

The ratings also consider the profitability and free cash flow
expected over the next two years if the company meets its
production targets and realizes $80 per ton on its uncommitted
coal sales.  The company's intention is to use the resultant free
cash flow to reduce debt.  The ratings also reflect the company's
low level of other liabilities, which total only $46 million,
$32.5 million of which is reclamation, as of December 31, 2004.

Additionally, the company has no current cash service cost on its
$8.6 million of unfunded OPEB obligations due to provisions of its
purchase agreement with U.S. Steel.  Under this agreement the
company assumed obligations only for certain employees who will
vest five years after the June 2003 purchase date, while U.S.
Steel retained the obligations for vested employees and those that
will vest within the five-year period subsequent to the
acquisition date.

The stable outlook reflects PinnOak Resources' reserve base of
high quality, low vol met coal and anticipated free cash flow at
current met coal prices and production rates.  The rating could be
raised if PinnOak Resources:

   * reaches and maintains its targeted annual production of
     5.6 million tons;

   * begins to reduce debt as anticipated; and

   * exhibits the ability to maintain positive EBIT margins in a
     lower price environment.

The rating could be lowered if the company suffers a significant
impairment in the ability to operate one of its two principal
mines for a period longer than two months or if there is a
significant decline in met coal prices before the company reduces
debt from the level resulting from this financing.  The rating
could also be lowered if the company undertakes debt-financed
expansions or acquisitions that are detrimental to its capital
structure and debt coverage ratios.

PinnOak Resources' pro forma debt to EBITDA, based on debt of $128
million and full-year 2005 EBITDA of $67 million is 2.1x.  PinnOak
Resources' debt is adjusted by Moody's to include operating lease
rentals and its EBITDA is after asset retirements obligations.
EBIT to interest, pro forma for a full year of interest on the
$125 million term loan is an estimated 6.1x.

These ratios reflect the currently favorable coal pricing
environment and could deteriorate rapidly in a lower coal price
environment.  Moody's notes that the company leases most of its
coal properties and estimates that associated coal royalty expense
will be about $40 million in 2005.

At closing of the proposed financings the company is expected to
have no drawings under the $50 million revolver, but its
availability will be reduced to $45 million as it will have $5
million of letters of credit outstanding.  The company also has $6
million of surety bonds outstanding, for which it posts no
collateral.  Access to the revolver should not be constrained by
the company's financial covenants.  The company's cash balance at
closing is expected to be $3 million.  PinnOak Resources has
limited alternatives for arranging other sources of liquidity
given its small asset base.

PinnOak Resources, based in Canonsburg, Pennsylvania, is engaged
in the mining and marketing of met coal and had revenues in the
fiscal year ended December 31, 2004 of $182 million.


READY MIXED: Moody's Affirms $150 Million Sub. Notes' Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the long-term debt ratings of
Ready Mixed Concrete Company (RMCC) after the company's
announcement that it plans to issue $70 million in PIK notes to
support a special one-time dividend to its equity sponsor, Audax
Group.  Ratings affirmed include:

   * Caa1 -- $150 million senior subordinated notes due 2012
   * B2 -- Corporate Family Rating

The rating affirmation reflects Moody's belief that, despite the
incremental increase in financial leverage, RMCC will continue to
experience revenue growth and generate free cash flow due to a
robust operating environment in the Southeastern U.S. construction
markets.  Moody's also notes that the transaction will simply
return the company's credit metrics to levels similar to those
following Audax's acquisition of the company in October 2004, when
the company was initially assigned its ratings.  The outlook
remains stable.

The stable outlook reflects Moody's expectation that:

   * RMCC will continue to pursue debt-financed acquisitions which
     will not adversely impact pro forma credit metrics;

   * volumes will continue to improve as the company benefits from
     a cyclical upturn in its commercial end-market;

   * construction markets in the Southeast will remain healthy;
     and

   * that the pricing environment will continue to be very
     favorable over the near-term.

The stable outlook also presumes that the company will generate
free cash flow to debt of around 5%, although Moody's acknowledges
that this figure could deviate somewhat given the volatility of
RMCC's working capital use and cyclicality of its end-markets.  
The ratings could be lowered or outlook revised:

   * if the company pursues an acquisition that increases debt
     to EBITDA above 6.0 times;

   * if the company encounters integration problems; or

   * if LTM free cash flow is not positive.

Moody's has also affirmed the company's SGL-3 rating given RMCC's
liquidity profile is likely to be enhanced by the PIK note
issuance due to the additional tax benefits associated with non-
cash interest charges, and that the incremental debt will not have
not have any bearing on RMCC's financial covenant compliance since
the note is being issued outside of the restricted group and
matures in 2013, beyond the 2012 maturity of the senior
subordinated notes.  The rating affirmation also reflects Moody's
belief:

   * that RMCC will be free cash flow generative over the next
     fiscal year;

   * that alternative liquidity remains adequate; and

   * that RMCC will remain in compliance with its financial
     covenants throughout the fiscal year, albeit with limited
     operating flexibility.

Ready Mixed Concrete Company (B2 corporate family rating, stable
outlook) is a leading producer of ready-mixed concrete in:

   * North Carolina,
   * South Carolina, and
   * Virginia.

RMCC's corporate family rating reflects:

   * the company's high leverage,

   * negative tangible net worth,

   * acquisition risk, and

   * a regional concentration in an industry that exhibits acute
     seasonality.

The rating also recognizes:

   * that RMCC is a leading supplier in its markets;

   * that the company has a favorable cost structure that has
     resulted in a cost per cubic yard of concrete below the
     southeastern U.S. regional average; and

   * that the cement industry is in a cyclical upturn with the
     supply/demand balance very tight in the states in which the
     company operates.


RECYCLED PAPER: Moody's Rates $87 Million Loan Facility at Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Recycled Paper Greetings, Inc.  In addition, Moody's assigned
ratings to the company's proposed $217 million senior secured bank
credit facilities.  Moody's rated the proposed $130 million first-
lien senior secured credit facilities at B2, and rated the
proposed $87 million second-lien senior secured term loan facility
at Caa1.

The ratings reflect the large debt amount being placed on RPG as
part of its recapitalization that, in addition to its modest size
and narrow business scope, limits the company's ability to
withstand any adverse operating developments.  The ratings also
recognize RPG's:

   * experienced management team;
   * flexible outsourced business model;
   * strong service and merchandising capabilities; and
   * its alignment with growing retailers.

The ratings outlook is stable.

These ratings were assigned:

   * Corporate family rating, B2;

   * $20 million senior secured first-lien five-year revolving
     credit facility, B2;

   * $110 million senior secured first-lien six-year term loan
     facility, B2; and

   * $87 million senior secured second-lien seven-year term loan
     facility, Caa1.

Proceeds from the term loans will be used to fund a
recapitalization of RPG in which financial sponsor Monitor Clipper
Partners will invest alongside the company's founders and the
senior management team.  Following the transaction, Moody's
anticipates pro forma October 2005 debt-to-EBITDA of around 6.2x.
Moody's cautions that pro forma EBITDA includes a significant
number of adjustments, including expensed one-time slotting and
contract fees to gain retail shelf space.

RPG's high debt level, and the associated interest expense, is
compounded by its upfront cash expenditures related to its growth
with large retail chains.  In combination, these factors dampen
the company's free cash generation and, thereby, its ability to
repay debt.  Moody's recognizes the long-term benefits of these
investments, as such growth is needed to maintain strong customer
relationships, and to offset declines in smaller independent
retail channels.  Nonetheless, the company's limited financial
flexibility is a meaningful restraint to the rating levels.  RPG's
relatively small size and narrow business scope exposes the
company to potential sales and earnings pressures, including
potential challenges associated with its near-term expansion into
several stores of a large national retailer.  RPG holds
approximately 2% market share in the stagnant U.S. greeting card
industry, which is dominated by Hallmark and American Greetings
(Ba1, corporate family rating) and includes numerous smaller
competitors.

The industry has seen long-term price erosion from discount
greeting cards and a shift to mass retailers from independent
chains.  In this regard, Moody's notes the potential for increased
demands from RPG's concentrated customer base, particularly if
market leaders increase competitive activity.  To a lesser extent,
the ratings are restrained by the potential for business
interruption owing to RPG's single production and distribution
facility and its concentrated printing suppliers, although the
company has access to several printing suppliers in the Chicago
area.

Notwithstanding these concerns, the ratings are supported by the
company's highly efficient and effective business model, as the
company has targeted a premium/trendy product offering using:

   * outsourced freelance artists,
   * consumer testing, and
   * systems to optimize merchandising assortments.

Implementation of these strategies, under an experienced
management team, has yielded a strong track record of high profit
margins and growth, particularly through its alignment with
leading and growing retailers.  Continued sales and profit gains
could materialize through the increased penetration of existing
and new customers, as well as from store expansion by such
retailers.

The stable outlook reflects the expectation that RPG can maintain
pro forma credit metrics and sufficient liquidity over the coming
year, but that the company will need to increase its scale and
customer diversification, and maintain improved credit metrics in
order to be considered for higher rating levels.  A ratings
upgrade would be possible over the longer-term in light of
sustainable operating or financial improvements which lower debt-
to-EBITDA below 4.5x and increase prospective free cash flow to
over 7% of funded debt.

Conversely, the company's weak positioning in its current rating
category could lead to near-term downward rating pressures:

   * if adverse competitive, market, or operational challenges
     result in the failure to achieve pro forma profits;

   * if more aggressive growth investments cause an increase in
     debt levels; or

   * if liquidity becomes constrained.

In particular, Moody's would likely become uncomfortable with
current ratings if debt-to-EBITDA exceeds 6.5x.

The senior secured bank credit facilities will be guaranteed by
RPG's parent company and by domestic subsidiaries of the borrower.
Obligations under the first and second lien facilities will be
secured by a perfected first and second priority security
interests, respectively, in the assets and capital stock of the
borrower and their subsidiaries (limited in the case of foreign
subsidiaries).  Terms of the credit agreement are expected to
contain customary negative and financial covenants, require
mandatory debt repayment with 50% of excess cash flow, and set
first lien term loan amortization at 1% per annum (with the
balance due at maturity).

The B2 rating on the first-lien bank credit facilities recognizes
their priority position in the capital structure and the
significant level of junior capital in the debt structure.
Nonetheless, limited tangible asset coverage, modest brand equity
values, and the weak positioning of the corporate family rating,
restrict notching above the B2 corporate family level.

The Caa1 rating on the second-lien facilities reflects their
effectively subordinated position in the capital structure, due to
their second-priority security interests behind the large first-
lien debt class and their limited rights and remedies under terms
of the inter-creditor agreement.  Further, the rating reflects the
high multiple of EBITDA required to fully-cover these borrowings
in a distressed scenario.

Recycled Paper Greetings, Inc., based in Chicago, Illinois,
designs, manufactures, and distributes greetings cards and social
expression products throughout the U.S. and Canada.  Net sales for
the twelve-month period ending October 2005 were around $90
million.


REFCO INC: Court Approves Refco LLC Sale to Man Financial
---------------------------------------------------------
In separate pleadings, at least 72 creditors, customers and other
parties-in-interest ask the U.S. Bankruptcy Court for the Southern
District of New York not to approve Refco Inc. and its debtor-
affiliates' proposed sale of its futures trading business.  

The Objecting Parties are:

   * Refco Advantage Multi-Manager Fund Futures Series I
   * Refco Winton Diversified Futures Fund
   * Leuthold Funds, Inc.
   * Leuthold Industrial Metals Fund, L.P.
   * Sparks Corp, LLC
   * Brian T. Sparks
   * Robert D. Sparks
   * Andy Daniels
   * Robert Dzisiak
   * 10 & 30 South Wacker, L.L.C.
   * Inter Financial Services, Ltd.
   * West Loop Associates, LLC
   * JWH Global Trust
   * IDS Managed Futures, L.P.
   * IDS Managed Futures II, L.P.
   * IDS Managed Fund LLC
   * Banesco International de Puerto Rico
   * Banesco Banco Universal C.A.
   * Panama Branch; Banesco Holding C.A.
   * Banesco Banco Universal C.A.
   * Banesco, Banco International (Panama) S.A.
   * Miura Financial Services
   * Multiplicas Casa de Bolsa
   * Bencorp Casa de Bolsa C.A.
   * Clau Corporation Overseas LTD.
   * NBK Investments LTD
   * Almiron Finance Corp.
   * AFC Almiron
   * Dufil Investments S.A.
   * Bencorp Custody I
   * Total Bank Curacao N.V.
   * Total Bank N.V.
   * Fondo Comun Casa de Bolsa C.A.
   * La Primera Casa de Bolsa
   * La Primera C.B.
   * SBP Alternative Investments Fund
   * SBP Investments/Trading
   * SBP - Custody I
   * SBP Investments/Alternative
   * Markwood Investments
   * Union Holding Company
   * Gorey Finance, Inc.
   * Dover Commodities Corp.
   * Global Partners Emerging Markets S.A.
   * Acurob Investments AG
   * Capital Investment Services, Inc.
   * Enrico Priotti
   * Luca Desidero
   * Icis Trading Inc.
   * Carlos Alberto Nagel Markovic
   * Mistyrise International Ltd.
   * Inverunion S.A. Casa de Bolsa
   * Carlos Sevilleja
   * Cosmorex Ltd.
   * Creative Finance Limited
   * Invesdex Ltd (ICL)
   * Renaissance Advisory Services Limited
   * Banvalor Banco de Inversion
   * Josefina Franco Sillier
   * Currenex, Inc.
   * AQR Absolute Return Master Account L.P.
   * AQR Global Asset Allocation Master Account L.P.
   * Stilton International Holdings Limited
   * Pioneer Futures Inc.
   * Vincent J. Viola
   * Acies Asset Management
   * B. Jeanne, Trustee of the Bankruptcy Trust of Gerard Sillam
   * Rogers Raw Materials Fund, L.P.
   * Rogers International Raw Materials Fund, L.P.
   * The League Corp.
   * Ad Hoc Committee of Refco Capital Markets, Ltd. Customers
   * BAWAG P.S.K. Bank fur Arbeit und Wirschaft und
     Osterreichische Postsparkasse Aktiengesellschaft

One of the hotly contested issues is the Debtors' proposed
channeling injunction.

The sale is conditioned on a "channeling" order satisfactory to
the Buyers being entered insulating the Acquired Business from any
other liabilities that may continue to affect the Debtors.

The channeling injunction provides that all parties, except those
whose accounts are with the Broker Entities on the date of the
closing of the sale, are enjoined from asserting any claims they
may have against the Broker Entities or the successful bidder, but
may only assert claims against the proceeds of the sale.

The Objecting Parties argue that:

   -- the Non-debtor "Broker Entities" who receive a discharge
      through the Channeling Injunction could not receive a
      discharge if they were debtors before the Court; and

   -- even if the Court could grant the non-debtor releases and
      discharge provided by the "Channeling Injunction," the
      Debtors have not carried their burden to justify the non-
      debtor releases nor have they justified the legal basis
      for seeking a channeling injunction.

The Objecting Parties note that there is no basis under the law
for granting the proposed Channeling Injunction, and the Debtors
cite no law in support of their request.  Thus, the Objecting
Parties assert that the broad Channeling Injunction must be
eliminated or narrowed.

In the alternative, the Objecting Parties ask the Court to clarify
or modify the Sale Order to exclude from the Channeling Injunction
claims against non-debtor entities.

The Objecting Parties also complain that it's not clear what
really constitutes as the Acquired Business, which Refco entities
are parties to the Purchase Agreement, and which contracts are
being assumed and assigned.

The Objecting Parties note that the Sale Motion does not require
the Debtors to establish that they are the rightful owners of the
property to be transferred to the winning bidder in the
Acquisition.  The Objecting Parties insist that the Debtors should
not be allowed to transfer assets that they do not own.  

Furthermore, the Objecting Parties point out that because the
Broker Entities are not debtors before the Court, the Court has no
jurisdiction to approve the sale and any approval of the sale is
not entitled to protections under Section 363(m) of the Bankruptcy
Code, including indemnification of the Regulated Entities and the
Successful Bidder.

The Objecting Parties also complain that they were not given
enough time to review and analyze the purchase agreement and
proposed order to ensure that their rights are protected.

One Objecting Party suggests that the Court continue the final
hearing on the proposed sale to November 15, 2005, and extend the
deadline for filing objections to the sale to November 14, 2005.

                  Trading Technologies Dispute

Trading Technologies International Inc. argues that the proposed
sale cannot be approved to the extent it permits the sale or
transfer of assets that infringe on Trading Technologies' patents.  
If infringing technology is transferred, Trading Technologies
asserts it is entitled to adequate protection.

Trading Technologies' patents relate to certain screens in which
users enter orders.  According to Trading Technologies, the
screens that infringe its patents are not the only order entry
screens utilized by the Debtors.  In fact, the Debtors' end users
could enter their orders through non-infringing screens that are
already part of the Debtors' software.

Trading Technologies brought a prepetition action against the
Debtors alleging patent infringement and sought a preliminary
injunction to enjoin the Debtors' alleged patent infringement.  
Trading Technologies asserts it is entitled to relief from the
automatic stay because the infringing technology does not
constitute property of the Debtors' estates and the automatic stay
does not protect postpetition infringement.

The Official Committee of Unsecured Creditors assert that Trading
Technologies' request should be denied because Trading
Technologies has no cognizable "interest" in the Debtors' property
that would entitle it to "adequate protection" under Section
363(e) of the Bankruptcy Code.

The Debtors contend that they own the Technology.  Even if Trading
Technologies has an interest in the property, the Debtors believe
they can sell the Technology free and clear of that interest under
Section 363(f)(4), because that interest is the subject of a bona
fide dispute.  According to the Debtors, Trading Technologies'
alleged interest is adequately protected in so far as its right to
file claims against the Debtors' estates and post-closing claims
against any subsequent transferee.  In addition, the Debtors
continue, the automatic stay prohibits Trading Technologies from
commencing or continuing a judicial action against the Debtors
that could have been commenced before Petition Date.

However, Trading Technologies insists it has an interest in the
Infringing Technology.  Trading Technologies argues that the
Debtors have failed to:

   -- demonstrate that the Infringing Technology is property of
      the estate; and

   -- satisfy their burden that a bona fide dispute exists.

Trading Technologies asserts it is not adequately protected.

Trading Technologies believes that the overwhelming burden it will
encounter as a result of the proliferation of infringement far
outweighs the Debtors' purported need for the technology.

                         Bids Received

As previously reported in the Troubled Company Reporter on
November 9, 2005, Refco, Inc., received bids from five entities
interested in acquiring some or substantially all of its assets
through a proposed sale under Section 363 of the U.S. Bankruptcy
Code.  The bidders expressed interest in Refco's business in the
U.S., Europe and Asia.  The company didn't identify the bidders.

Bloomberg New reports that Alaron Trading Corp. was disqualified
from bidding after it failed to meet certain requirements.

Man Group PLC earlier confirmed that Man Financial, its Brokerage
business, has submitted a bid.

"We are extremely pleased with the number and quality of the bids
received and are very much encouraged by the strong interest
expressed by the various potential bidders," said William Sexton,
chief executive officer of Refco, in a press release.  "These bids
are tangible evidence of the value of Refco as a viable, going-
concern business," Mr. Sexton said.  "We look forward to
continuing with this process and completing the sale to the party
making the highest and best offer for Refco's assets."

Mr. Sexton also expressed his appreciation for those involved in
this sale process.  "The fact that we were able to generate such
strong interest in the sale of our assets is a testament to the
hard work of our senior management team, our outside legal and
financial advisors and all of our employees and brokers," Mr.
Sexton said.  "They have done an outstanding job under challenging
circumstances, and their efforts will help ensure that we achieve
the best outcome for all interested parties."

               Chapter 7 Liquidation for Refco LLC

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that the marked purchase agreements
submitted by several Bidders contemplate an asset sale of the
Acquired Business by Refco LLC and included additional assets of
the Debtors related to the Acquired Business.  In addition, the
most attractive Bids included conditions to closing that:

   (i) Refco LLC commence a Chapter 7 case,

  (ii) the Chapter 7 trustee comply with the requirements of
       subchapter IV of Chapter 7 of the Bankruptcy Code, the
       Commodity Exchange Act, and 17 C.F.R. Part 190, and

(iii) an order is entered in the Chapter 7 case approving the
       proposed transfer of customer accounts under Bankruptcy
       Code Section 766(c) and 17 C.F.R. Part 190 and providing
       that a transfer may not be avoided under Bankruptcy Code
       Section 764(b).

                  Sale Implementation Procedures

The Debtors expect to propose these procedures to implement a Sale
of the assets of the Acquired Business and other additional assets
included in the Successful Bid:

   1. The Sale Hearing in the Debtors' Chapter 11 cases on the
      sale of the Debtors' assets and the assumption and
      assignment of designated executory contracts and unexpired
      leases to which the Debtors are parties commences as
      scheduled.

   2. The Purchase Agreement will be conditioned upon the
      transfer of the assets of Refco LLC being consummated in a
      Chapter 7 case.

   3. The Court approves the Chapter 11 Debtors' Sale motion to
      approve the Sale, which will include authorization to file
      a Chapter 7 case.

   4. If the Chapter 11 Debtors' sale is approved, Refco LLC will
      file with the Court a voluntary petition under Chapter 7 of
      the Bankruptcy Code.

   5. The Chapter 7 case of Refco LLC will be assigned to the
      Court, as a related case.

   6. The U.S. Trustee will appoint an interim Chapter 7 trustee
      for the estate of Refco LLC.

   7. Refco LLC will seek, and, if the Chapter 7 trustee agrees,
      the Chapter 7 trustee will seek, approval of the Sale of
      the Acquired Business, as set forth in the Acquisition
      Agreement with the Successful Bidder.  The Chapter 11
      Debtors believe that it is highly likely the Chapter 7
      trustee will agree to the Sale because of the requirements
      of Subchapter IV of Chapter 7 of the Bankruptcy Code, the
      Commodity Exchange Act, and 17 C.F.R. Part 190, which
      imposes on the trustee obligations to transfer open
      accounts in bulk on or about the Chapter 7 petition date,
      as well as the potentially detrimental impact on the
      Chapter 7 estate if the Sale is not approved, and the
      findings in the Chapter 11 Sale order.

   8. The Court rules on the Sale of the Acquired Business,
      including the assumption and assignment of the executory
      agreements and unexpired leases, in the Chapter 7 case.

   9. The Sale is consummated.

  10. The Chapter 7 trustee complies with the notice and other
      requirements of the Subchapter IV Requirements.

Mr. Milmoe notes that the Bankruptcy Code and the Commodity
Futures Trading Commission Regulations recognize that the
immediate transfer of customer accounts and property to a new
broker is necessary to preserve value for the customer, as well as
for the debtor broker, and to prevent disruption in the commodity
markets.

The Debtors have identified a number of unexpired leases and
executory contracts that they seek to assume and assign to the
Successful Bidder.  A full-text copy of the Notice of Assignment
and the List of Contracts and Leases is available for free at:

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

Furthermore, Mr. Milmoe points out, all known creditors of the
Debtors, the Creditors' Committee, and all parties who expressed
an interest in purchasing some or all of the Debtors' assets were
served with the Sale Notice.  These parties have had at least 15
days' notice of the pending Sale of the Acquired Business and of
the likelihood that the sellers and the buyer may structure the
Sale as an asset sale rather than a stock sale.

A copy of the Sale Notice was also published in the national
edition of USA Today, the national, international and Asia
editions of The Wall Street Journal, The New York Times, the
Financial Times, the Times of London, and the Singapore Straits
Times.

Thus, Mr. Milmoe asserts, the notice given in respect of the Sale
of the Acquired Business was fair and adequate.

                  Man Financial is Winning Bidder

Refco, Inc. (OTC: RFXCQ) reported on Nov. 10, 2005, that Man
Financial Inc., a wholly owned subsidiary of Man Group PLC, was
the winning bidder at an auction conducted in accordance with the
bidding procedures established by the U.S. Bankruptcy Court for
the Southern District of New York.  Man's winning bid is for
substantially all of the assets of Refco's regulated commodity
futures businesses in the United States, London, Asia and Canada
and consisted of $282 million in cash and approximately $41
million of assumed liabilities and other considerations valued for
purposes of the auction.  

"We believe that a sale of these businesses under the terms of
Man's bid is in the best interests of Refco's employees, brokers,
customers and creditors.  Our goal is to close on this sale
transaction in a matter of days," said William Sexton, Refco's
chief executive officer.

"This transfer of customer accounts will be facilitated through
the use of the bankruptcy process.  The winning bid contemplates
the bulk transfer of all Refco LLC's customer accounts to Man
where they will continue to be serviced by Refco employees and
brokers. As clarified yesterday, the transfer of the Refco open
accounts is expected to be accomplished through a bankruptcy
filing that permits the Bankruptcy Court-appointed trustee to
effect the transfer seamlessly.

"Because Refco LLC is a regulated Futures Commission Merchant, it
is required to use Chapter 7 to effect this transfer rather than
Chapter 11," said Mr. Sexton.  "However, this process which is
designed to transfer customers' open accounts smoothly should not
be confused with liquidation," he said.

                     Court Approves Sale

Refco Inc. (OTC: RFXCQ) reported on Nov. 10, 2005, that it has
received approval from the U.S. Bankruptcy Court for the Southern
District of New York for its sale of substantially all of the
assets of Refco's regulated commodities futures business to Man
Financial Inc., a wholly owned subsidiary of Man Group PLC, for
$282 million in cash and approximately $41 million of assumed
liabilities and other considerations.

After a long session of bidding, Man Financial, Inc. was selected
as the winning bidder, offering the highest and best bid for the
assets of Refco's regulated commodities futures business.  The
level of interest expressed by all bidders was extremely high and
tangible recognition of the value and strength of the Refco
franchise.

The sale represents approximately 40-percent premium over the net
regulatory capital of the business.  Under the terms of the sale,
Refco will retain its net regulatory capital and other liquid
assets for an aggregate value of approximately $1.25 billion.

William Sexton, Refco's chief executive officer, said, "The sale
provides the best possible outcome for Refco's employees, brokers,
customers and creditors.  Man Financial has expressed their high
regard for Refco's people, products and services and looks forward
to working with our employees to realize the potential that a
combination of the businesses creates for global clients.  This
high regard was shared by each of the bidders who reviewed our
company during this process."

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.


RESIDENTIAL ACCREDIT: Fitch Holds Junk Rating on Class B-2 Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades two and affirms 10 classes from two
Residential Accredit Loan mortgage pass-through certificates:

   RALI, series 2001-QS17

     -- Classes A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to AAA' from 'AA';
     -- Class M-3 upgraded to 'AA' from 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 remains at 'CCC'.

   RALI, series 2003-QS20

     -- Classes A-1, A-P, and CB affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

The affirmations of the aforementioned transactions reflect
satisfactory credit enhancement relationships to future loss
expectations and affect approximately $143 million in outstanding
certificates.  The upgrades, affecting approximately $3.22 million
of outstanding certificates, reflect an improvement in the
relationship of CE to future loss expectations.

The series 2001-QS17 is backed by 30-year fixed-rate mortgage
loans extended to Alt-A borrowers. As of the Oct. 25, 2005
distribution date, the deal has a pool factor -- current mortgage
loans outstanding as a percentage of the initial pool -- of
approximately 10%.  The CE levels for classes M-2 and M-3 have at
least quadrupled since its closing date.

The series 2003-QS20 is backed by 15-year fixed-rate mortgage
loans extended to Alt-A borrowers and is cross-collateralized
between two pools.  As of the Oct. 25, 2005 distribution date, the
deal has a pool factor of approximately 66%.

The master servicer for all of the aforementioned RALI deals is
Residential Funding Corporation, which is rated 'RMS1' by Fitch.

Fitch will continue to monitor and review these transactions for
future rating adjustments.  Further information regarding current
delinquency, loss, and credit enhancement statistics is available
on the Fitch Web site at http://www.fitchratings.com/ Fitch will  
continue to monitor this deal.


ROMACORP INC: Wants to Use $2.05 Million GECFFC Cash Collateral
---------------------------------------------------------------
Romacorp, Inc., and its debtor-affiliates ask the Honorable
Barbara J. Houser of the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, for authority to use
$2,050,000 of GE Capital Franchise Finance Corporation's cash
collateral for 15 days.

The Debtor's indebtedness to GECFFC stems from a $25 million
Revolving Credit Facility.  GECFFC holds a lien on the Debtors'
real property, royalty payments from franchise agreements and all
of the Debtors' furniture, fixture and equipment.  The Debtors say
that as of their bankruptcy filing, the outstanding balance of the
Revolving Credit Facility is $13,600,000.  

The Debtors contend that GECFFC is oversecured so it is adequately
protected.  The Debtors agree to continue to make postpetition
interest payments to GECFFC as additional adequate protection.

The Debtors will use the GECFFC cash collateral to fund their
operations, payroll, and other operating expenses that are
necessary to maintain the value of their estates.

The Debtors will utilize the GECFFC cash collateral in accordance
with their proposed 13-week budget, which is available for free at
http://ResearchArchives.com/t/s?2d1

Headquartered in Dallas, Texas, Romacorp, Inc., own and operate
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No. 05-
86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq., Monica
S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews Kurth
LLP represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$20,769,000 in total assets and $76,309,000 in total debts.


ROMACORP INC: Wants to Hire Robert Gary as Accounting Consultant
----------------------------------------------------------------
Romacorp, Inc., and its debtor-affiliates ask the Honorable
Barbara J. Houser of the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, for permission to employ
J. Robert Gary, as their accounting consultant, nunc pro tunc to
Nov. 6, 2005.

David W. Head, Romacorp's chief executive officer, says that Mr.
Gary will perform many duties normally associated with a chief
financial officer but he will not assume the position.

Mr. Gary will:

   (a) oversee the financing and accounting operations, including
       monthly close process and financial statement review;

   (b) prepare and review documents related to the bankruptcy
       proceedings;

   (c) prepare ad hoc requests related to finance and accounting
       operations and bankruptcy activities; and

   (d) perform other requests that may be made from time to time
       by the Debtor and related constituents.

Mr. Gary disclosed that he received a $5,000 prepetition retainer.  
He will bill the Debtors at $140 per hour.

Mr. Gary assures the Debtors that he is disinterested as that term
is defined in Section 101(14) of the U.S. Bankruptcy Code.

Mr. Gary has over 25 years of finance and accounting experience
serving in senior finance, accounting and chief financial officer
capacities for publicly held and private companies ranging in size
from small organization to Fortune 500 companies.

Headquartered in Dallas, Texas, Romacorp, Inc., own and operate
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No. 05-
86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq., Monica
S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews Kurth
LLP represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
$20,769,000 in total assets and $76,309,000 in total debts.


ROTECH HEALTHCARE: Growth Strategy Spurs S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Orlando, Florida-based home respiratory care and durable medical
equipment and services provider Rotech Healthcare Inc. to negative
from stable.  Ratings on the company, including the 'BB-'
corporate credit rating, were affirmed.
      
"The outlook revision follows the Centers for Medicare and
Medicaid Services' announcement that the Medicare dispensing fee
for inhalation drugs will be reduced in 2006," explained Standard
& Poor's credit analyst Jesse Juliano.  "Rotech has stated that
the change will have about a $15 million impact on the company's
revenues in 2006, and we expect that it will have a similar impact
on Rotech's EBITDA.  Also, we remain concerned about the capital
requirements in 2005 and 2006 needed to execute the company's
aggressive growth strategy."
     
The ratings continue to reflect Rotech's more clouded operating
prospects, given the greater-than-anticipated impact of Medicare
reimbursement reductions for respiratory drugs in 2005.  The
ratings on the company, which emerged from its parent's bankruptcy
as an independent company in March 2002, also reflect its narrow
business focus, vulnerability to third-party reimbursement and
reimbursement reform, and its aggressive financial profile.  
These challenges are partly offset by Rotech's position as the
third-largest provider in its niche industry segment and its
relatively strong liquidity.


ROYAL CARIBBEAN: Business Progress Prompts S&P to Watch Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Miami,
Florida-based cruise company Royal Caribbean Cruises Ltd.,
including its 'BB+' corporate credit rating, on CreditWatch with
positive implications.
     
The CreditWatch listing recognizes the company's progress in
meaningfully strengthening its balance sheet during the past
several quarters through earnings growth and substantial debt
reduction.  Reported debt declined by more than $1.5 billion
between Dec. 31, 2004, and Sept. 30, 2005.
    
Standard & Poor's had previously revised its outlook on Royal
Caribbean to positive in February 2005, indicating the
intermediate-term potential for an upgrade, and the CreditWatch
listing reflects the commencement of an active review.

"A primary element of our review will be to consider Royal
Caribbean's intermediate-term operating prospects because the
company is expected to have more limited capacity to repay debt in
2006 and 2007, and will likely be a borrower in 2008," said
Standard & Poor's credit analyst Craig Parmelee.  Thus, the
ability to sustain, or improve, credit measures beyond 2005 will
be linked to earnings remaining stable or growing.

Standard & Poor's has determined that if the review were to result
in an upgrade, it will be limited to one notch.


RUSSELL-STANLEY: Completes Asset Sale to Mauser-Werke
-----------------------------------------------------
Russell-Stanley Holdings, Inc., consummated its pre-packaged
Chapter 11 reorganization plan and completed the sale of
substantially all of the assets of the Company and certain of its
subsidiaries to an affiliate of Mauser-Werke GmbH & Co. KG and One
Equity Partners.  Under the Plan, Goldin Associates, L.L.C. has
been appointed plan administrator to, among other things,
distribute the sale proceeds and the Company's other liquidated
assets in accordance with the terms of the Plan.

As reported in the Troubled Company Reporter on Oct. 27, 2005, the
U.S. Bankruptcy Court for the District of Delaware confirmed on
October 25, 2005, Russell-Stanley Holdings, Inc.'s Joint
Prepackaged Plan of Reorganization.  The Debtor's Disclosure
Statement explaining its Plan was approved on October 20.

The Debtor filed a prepackaged chapter 11 plan in order to
effectuate an asset purchase agreement with an affiliate of
Mauser-Werke GmbH & Co. KG and One Equity Partners.  Pursuant to
that agreement, Russell-Stanley and certain of its subsidiaries
will sell substantially all of their assets to Mauser.  Prior to
the filings, Russell-Stanley obtained 100% acceptance of the Plan
from voting creditors.  This unanimous support is expected to
minimize the duration of the Chapter 11 cases.

Under the proposed plan, Russell-Stanley's existing subordinated
debt and equity will be cancelled, and bondholders will receive
their pro rata share of the sale proceeds that remain after
secured claims, unsecured claims other than bond claims, and
Chapter 11 expenses have been paid or reserved.

Mauser-Werke GmbH Co. KG -- http://www.mauser-werke.com/-- is a  
global leader in industrial packaging, with its headquarters in
Bruehl, Germany.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North     
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


SANITARY & IMPROVEMENT: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Sanitary and Improvement
        District 425 of Douglas County, Nebraska
        c/o Dennis P. Hogan, III
        Pansing Hogan Ernst & Bachman, LLP
        10250 Regency Circle, Suite 300
        Omaha, Nebraska 68114

Bankruptcy Case No.: 05-85871

Chapter 9 Petition Date: October 26, 2005

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Mark James LaPuzza, Esq.
                  Pansing Hogan Ernst & Bachman, LLP
                  10250 Regency Circle, Suite 300
                  Omaha, Nebraska 68114
                  Tel: (402) 397-5500
                  Fax: (402) 397-4853

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Donaldson, Lufkin & Jenrette     Warrant              $1,997,950
Attn: Anna Deleon
9th Floor Dividend Department
1 Pershing Plaza
Jersey City, NJ 07399

Allan G. Lozier                  Warrant                $750,000
Attn: Barb Molck
Treasury Department
6336 Pershing Drive
Omaha, NE 68110

Smith Barney Shearson, Inc.      Warrant                $732,789
Attn: Phil Lewis
388 Greenwich
18th Floor
New York, NY 10013

National Financial Services      Warrant                $706,470
Attn: Liz Laporta/Redemption
200 Liberty Street
New York, NY 10281

Wells Fargo Investments, LLC     Warrant                $680,958
NAC N9311-13J
625 Marquette Avenue South
Minneapolis, MN 55402

Vantage Investment Advisors      Warrant                $475,000
Omnibus Account
8500 Shawnee Mission Parkway
Merriam, KS 66202

Nebraska National Bank           Warrant                $403,318
Attn: Mr. Douglas King
Holding account
3110 2nd Avenue
Kearney, NE 68847

First National Bank              Warrant                $315,563
Attn: Tony Brunette
P.O. Box 98
Falls City, NE 68355-0098

Margaret Jones                   Warrant                $250,000
432 North 38th Street
Omaha, NE 68131

William Hengstler                Warrant                $250,000
P.O. Box 105
Creighton, NE 68729-0105

First State Bank                 Warrant                $241,408
P.O. Box 129
Wilmot, SD 57279

Donald A. Cimpl                  Warrant                $239,687
3626 South 94th Avenue
Omaha, NE 68124-3817

Lemoine & Geraldine Anderson     Warrant                $225,000
1 Parkview Drive
McCook, NE 69001-2239

Citizens Bank & Trust Co.        Warrant                $225,000
c/o Wells Fargo Brokerage
Services, LLC
Jack T. Elkin Physical Dividends
608 2nd Avenue South
Minneapolis, MN 55479

Home Federal Savings             Warrant                $225,000
P.O. Box 960
Lexington, NE 68850-0960

Commercial State Bank            Warrant                $200,000
Attn: Jerry Waldo
P.O. Box 67
Republican City, NE 68971-0067

Mary L. Traudt                   Warrant                $200,000
Mary L. Traudt Revocable Trust
Dated 11/10/00
1390 Caxambas Court
Marco Island, FL 34145-6602

Candace Theobald                 Warrant                $178,507
419 Redwood Drive
Council Bluffs, IA 51503

First Clearing Corporation       Warrant                $176,019
Attn: Dividend Department
WF 1065
10700 Wheatfirst Drive
Glen Allen, VA 23060

Union Bank and Trust Company     Warrant                $166,246
P.O. Box 82535
Lincoln, NE 68501-2535


SEASPECIALTIES INC: Wants Until Dec. 20 to Decide on Leases
-----------------------------------------------------------
SeaSpecialties, Inc., and Homarus/Marshall Smoked Fish, asks the
U.S. Bankruptcy Court for the Southern District of Florida, Fort
Lauderdale Division, to extend through Dec. 20, 2005, the time
within which they may assume, assume and assign, or reject all
unexpired non-residential leases.

The Debtors say they require more time to decide on their leases
pending the sale of all or part of their assets.

The Debtors tell the Court that they are in the process of selling
their Barnacle Seafood Division, and will reject the lease for the
location as it is not being assumed or assigned as part of the
sale transaction.  The Debtors have, however, received expressions
of interest for some of their other assets, which may require them
to assume and assign certain of their leases as part of a sale.

The Debtors intend to maintain their leases in effect until
Dec. 20, but do not want the estates to incur the long-term
administrative obligations associated with a formal assumption at
this stage.

Headquartered in Miami, Florida, SeaSpecialties Inc. distributes
more than 200 seafood and smoked fish products under several
different product names, including Florida Smoked Fish, Homarus,
Marshall's Best, and Mama's Brand.  SeaSpecialties offers both
consumer products and bulk products for cruise lines, deli's, fish
markets, foodservice distributors, grocery retailers, hotels, and
restaurants.  The Company and its subsidiary, Homarus/Marshall
Smoked Fish Inc., filed for chapter 11 protection on Sept. 1, 2005
(Bankr. S.D. Fla. Case Nos. 05-25584 through 05-25585).  Brian K.
Gart, Esq., in Fort Lauderdale, Florida represents the Debtors in
their chapter 11 proceedings.


SONICBLUE INC: Marcus Smith Continues as Responsible Person & CFO
-----------------------------------------------------------------
SONICblue Incorporated, its debtor-affiliates and the Official
Committee of Unsecured Creditors inked a stipulation continuing
the employment of Marcus Smith as Chief Financial Officer and
Responsible Individual from Nov. 1, 2005, through June 30, 2006.

Mr. Smith is currently employed by the Debtors to assist with the
wind down and liquidation of the Debtors' estates.

In addition to his current responsibilities, Mr. Smith will assist
the Debtors' controller, Nanci Salvucci, to:

     (i) maintain the Debtors' books and records;

    (ii) prepare the Debtors' monthly reports for filing with the
         office of the United States Trustee;

   (iii) prepare all other reports, with the assistance of counsel
         as needed, required by the Court and the U.S. Trustee;

    (iv) assist in objecting to claims, including analyzing proofs
         of claims filed by creditors and providing the Debtors
         and the Committee with data and documents, to enable them
         to file objections to objectionable claims; and

     (v) provide information and documents necessary for the
         Debtors and the Committee to file and prosecute avoidance
         causes of action, including complaints to recover
         preferential payments and fraudulent conveyances.

Mr. Smith will work on an hourly and as needed basis and will
charge no less than eight hours of work per week.  The Debtor will
pay him $250 per hour with benefits limited to covering payments
for health, vision and dental insurance as required.

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed voluntary petitions for bankruptcy under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of California,
San Jose Division (Case No. 03-51775).  When the Debtors filed
for protection from their creditors, they listed total assets of
$342,871,000 and total debts of $335,473,000.


STRUCTURED ASSET: Fitch Junks Rating on Class 3B-4 Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Mortgage Investments Inc. issues:

   Series 1999-1 Group 2

     -- Class 2A affirmed at 'AAA';
     -- Class 2B-1 affirmed at 'AAA';
     -- Class 2B-2 affirmed at 'AA';
     -- Class 2B-3 affirmed at 'BBB+';
     -- Class 2B-4 affirmed 'B';
     -- Class 2B-5 remains at 'CC';

   Series 1999-2 Group 3

     -- Class 3A affirmed at 'AAA';
     -- Class 3B-1 upgraded to 'AAA' from 'AA+';
     -- Class 3B-2 upgrade to 'AA-' from 'A+';
     -- Class 3B-3 affirmed at 'BB';
     -- Class 3B-4 downgraded to 'CC' from 'CCC';
     -- Class 3B-5 remains at 'C'.

The affirmations of the aforementioned transactions reflect
satisfactory credit enhancement relationships to future loss
expectations and affect approximately $11.81 million in
outstanding certificates.  The upgrades, affecting approximately
$3.11 million of outstanding certificates, reflect an improvement
in the relationship of CE to future loss expectations.  The
negative rating action taken, affecting $361,256 of outstanding
certificates reflects deterioration in the relationship of CE to
future loss expectations.

As of the Oct. 25, 2005 distribution date, series 1999-1 Group 2
has a pool factor of approximately 6%.  The series is backed by
30-year fixed-rate mortgage loans extended to Alt-A borrowers.  
The servicer for this deal is Wells Fargo Bank Minnesota, NA,
which is rated 'RPS1' by Fitch.

The series 1999-2 Group 3 has a current pool factor of 9%. The CE
levels for 3B-1 and 3B-2 classes have at least tripled since
closing date.  Approximately 3.81% of the remaining collateral is
in foreclosure.  Class 3B-4 currently has only 0.91% CE, in the
form of subordination.  The series is backed by 30-year fixed-rate
mortgage loans extended to Alt-A borrowers.  The servicer for this
deal is PHH Mortgage Corporation, which is rated 'RPS1' by Fitch.

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


SUNCOM WIRELESS: Incurs $117.3 Million Net Loss in Third Quarter
----------------------------------------------------------------
Triton PCS Inc., nka SunCom Wireless Holdings, Inc., delivered
its quarterly report on Form 10-Q for the quarter ending
September 30, 2005, to the Securities and Exchange Commission
on November 7, 2005.  

The Company's total revenue increased 1.1% to $214.5 million for
the three months ended September 30, 2005, from $212.2 million for
the three months ended September 30, 2004.

Cost of service (excluding amortization, depreciation, asset
disposal and non-cash compensation) was $69.9 million for
the three months ended September 30, 2005, an increase of
$6.8 million, or 10.8%, compared to $63.1 million for the three
months ended September 30, 2004.

Cost of equipment was $45.2 million for the three months
ended September 30, 2005, an increase of $15.3 million, or
51.2%, compared to $29.9 million for the three months ended
September 30, 2004.

Selling, general and administrative expenses (excluding
amortization, depreciation, asset disposal and non-cash
compensation) were $93.9 million for the three months
ended September 30, 2005, an increase of $39.1 million, or
71.4% compared to $54.8 million for the three months ended
September 30, 2004.

Net loss was $117.3 million and $22.2 million for the three months
ended September 30, 2005, and 2004.  

At September 30, 2005, the Company's balance sheet shows
$2.45 billion in total assets and $404.56 million in stockholders'
equity.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?2d2

Based in Berwyn, Pennsylvania, SunCom Wireless fka Triton PCS,
Inc., is licensed to provide digital wireless communications
services in an area covering 14.3 million people in the
Southeastern United States and 4.0 million people in Puerto Rico
and the U.S. Virgin Islands.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on Triton
PCS Inc.  The corporate credit rating was lowered to 'CCC+' from
'B-'.  S&P said the outlook is negative.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service downgraded the existing ratings of
Triton PCS, Inc., completing the review for possible downgrade
initiated in July.  Moody's also assigned a B2 rating to the
proposed $250 million senior secured term loan.  The outlook for
these ratings is negative.

The affected ratings are:

   * Senior implied rating downgraded to Caa1 from B2

   * Issuer rating downgraded to Caa1 from B2

   * $250 million senior secured term loan assigned B2

   * $725 million 8.5% Senior Notes due 2013 downgraded to Caa1
     from B2

   * $350 million 9.375% Senior Subordinated Notes due 2011
     downgraded to Ca from B3

   * $400 million 8.75% Senior Subordinated Notes due 2011
     downgraded to Ca from B3


SUPERCONDUCTOR TECH: Posts $3.6 Million Net Loss in Third Quarter
-----------------------------------------------------------------
SuperConductor Technologies Inc. filed its financial results for
the quarter ended Oct. 1, 2005, with the Securities and Exchange
Commission on Nov. 3, 2005.

SuperConductor incurred a $3.6 million net loss for the quarter
ended Oct. 1, 2005, as compared to a $5.2 million net loss for the
same period last year.  Management attributes the improvement to
the Company's continued focus on streamlining operations.  For the
nine months ended October 1, 2005, the Company reported an $11.2
million net loss, in contrast to a $19.9 million net loss for the
comparable period in 2004.

Total net revenues for the third quarter were $3.9 million, a
decrease of 46%, compared to $7.3 million for the year ago third
quarter.  Net commercial product revenues for the third quarter of
2005 decreased 50% to $3.1 million, compared to $6.1 million in
the third quarter of 2004.  Government and other contract revenue
totaled $865,000 during the 2005 third quarter, compared to $1.2
million during the third quarter of 2004.

"Our third quarter financial results illustrate revenue
variability that can occur with a highly concentrated customer
base, and although we are disappointed with the sales volume for
the period, we were successful in executing our plan to diversify
and grow our customer footprint," stated Jeff Quiram,
SuperConductor's president and chief executive officer.

The Company's balance sheet showed $62.3 million of assets at
Oct. 1, 2005, and liabilities totaling $13.1 million.  As of
Oct. 1, 2005, the Company had working capital of $18.8 million,
including $14.9 million in cash and cash equivalents, as compared
to working capital of $16.1 million at December 31, 2004, which
included $12.8 million in cash and cash equivalents.

                    NASDAQ Listing Issues

SuperConductor has historically raised money from investors to
cover its operating losses through public and private offerings.  
Management states that the Company's ability to continue to raise
funds using these methods may be adversely impacted by NASDAQ
listing issues.

NASDAQ requires the Company to maintain a minimum stock price of
$1 per share. The Company's stock traded below $1 per share for 30
consecutive business days prior to April 4, 2005, and consequently
received a notice of potential delisting from the Nasdaq Stock
Market.  The Company had until Oct. 3, 2005, to regain compliance
with the NASDAQ minimum price rule.  

On Oct. 5, 2005, SuperConductor transferred its listing to the
NASDAQ Capital Market to secure additional time for regaining
compliance and was granted until March 30, 2006, to regain
compliance with the minimum price requirement.

In order to maximize its options for addressing this problem, the
Company submitted a request to its stockholders at its 2005 annual
meeting for discretionary authority over the next year to
implement a reverse stock split in the range of 1-for-2 to
1-for-10.  The stockholders approved that proposal, and the
Company now has discretionary authority to take that action
anytime prior to May 25, 2006.

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Superconductor's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2004, 2003 and 2002.  The auditing firm pointed to the
Company's recurring losses and the $21.6 million in cash used for
operations in 2004.

                     About SuperConductor

SuperConductor Technologies Inc. -- http://www.suptech.com/--
develops, manufactures and markets high performance infrastructure
products for wireless voice and data applications.  The Company
has operated in a single industry segment, the research,
development, manufacture and marketing of high performance
infrastructure products for wireless voice and data applications.  
The Company's commercial products are divided into three product
offerings:

     -- SuperLink (high-temperature superconducting filters);
     -- AmpLink (high performance, ground-mounted amplifiers); and     
     -- SuperPlex (high performance multiplexers)


TALON FUNDING: Moody's Rates $31.25 Million Class B Notes at Caa3
-----------------------------------------------------------------
Moody's Investors Service took these rating actions on the Moody's
rated tranches of notes from Talon Funding I, Ltd.:

   1) U.S. $402.5 million (current outstanding amount
      approximately U.S. $265.4 million) Class A Senior Secured
      Floating Rate Notes due June 2035, formerly rated Aa3 on
      watch for possible downgrade, are now rated Baa3; and

   2) U.S. $31.25 million Class B Senior Secured Floating Rate
      Notes due June 2035, formerly rated Ba2 on watch for
      possible downgrade, are now rated Caa3.

Both the Class A Notes and the Class B Notes have been removed
from watch for possible downgrade.

Moody's explained that these rating actions were taken to reflect
the fact that due to significant deterioration in the quality and
par amount of the underlying collateral, the risk presented to
investors in each of the affected classes of notes was no longer
consistent with their formerly outstanding ratings.  According to
the September 28, 2005 Trustee Monthly Report, the deal was
failing a series of collateral quality tests including the Class
AB and Class C Overcollateralization Tests, the Weighted Average
Rating Test and the Weighted Average Recovery Rate Test.

Description of Affected Tranche:

U.S.$402.5 million (current outstanding amount approximately
U.S.$265.4 million) Class A Senior Secured Floating Rate Notes due
June 2035

   * Previous rating: Aa3 on watch for possible downgrade
   * New rating: Baa3

Description of Affected Tranche:

U.S.$31.25 million Class B Senior Secured Floating Rate Notes due
June 2035

   * Previous rating: Ba2 on watch for possible downgrade
   * New rating: Caa3


TAYLOR CAPITAL: Delays Filing of Financial Results to November 14
-----------------------------------------------------------------
Taylor Capital Group, Inc. (Nasdaq: TAYC), the holding company for
Cole Taylor Bank, reported that the filing of its Quarterly Report
on Form 10-Q for the quarterly period ended Sept. 30, 2005, will
be delayed.  The Company anticipates filing its Form 10-Q for the
quarterly period ended Sept. 30, 2005, on or before Nov. 14, 2005.

The Company also issued a correction to its 2005 third quarter
earnings release, dated Oct. 18, 2005, and announced that it will
restate its historical financial statements for the year ended
Dec. 31, 2004, and the first and second quarters of 2005.  The
delay in Form 10-Q filing and restatements relate to the Company's
derivative accounting under Statement of Financial Accounting
Standards 133, Accounting for Derivative Instruments and Hedging
Activities, and a change in the Company's amortization of issuance
costs related to its junior subordinated debentures.  The Company
announced that the restatements will not have a significant impact
on its current financial condition or results of operations.

                        Hedging Program

Since December 2002, the Company has entered into interest rate
swap agreements to hedge the interest rate risk inherent in
certain of its brokered certificates of deposit.  From the
inception of the hedging program, the Company has applied a method
of fair value hedge accounting under SFAS 133 to account for the
CD swap transactions that allowed the Company to assume the
effectiveness of such transactions (the so-called "short-cut"
method).  The Company has recently concluded that the CD swap
transactions did not qualify for this method in prior periods
because the related CD broker placement fee was determined, in
retrospect, to have caused the swap not to have a fair value of
zero at inception (which is required under SFAS 133 to qualify for
the short-cut method).  Furthermore, although management believes
that the swaps would have qualified for hedge accounting under the
"long-haul" method, hedge accounting under SFAS 133 is not allowed
retrospectively because the hedge documentation required for the
long-haul method was not in place at the inception of the hedge.

Fair value hedge accounting allows a company to record the change
in fair value of the hedged item (in this case, the brokered CDs)
as an adjustment to income that offsets the fair value adjustment
on the related interest rate swaps.  Eliminating the application
of fair value hedge accounting reverses the fair value adjustments
that were made to the brokered CDs.  Therefore, while the interest
rate swap is recorded on the balance sheet at its fair value, the
related hedged item, the brokered CDs, are required to be carried
at par, net of the unamortized balance of the CD broker placement
fee.  In addition, the CD broker placement fee, which was
incorporated into the swap, is now separately recorded as an
adjustment to the par amount of the brokered CDs and amortized
through the maturity date of the related CDs.  Because the
majority of the swaps and the brokered CDs have mirror call
options after one year, the call of a brokered CD prior to
maturity will now result in the expensing of the unamortized CD
broker placement fee on the call date.

The net cumulative pre-tax effect of eliminating the fair value
adjustment to the brokered CDs at Sept. 30, 2005, is $3.2 million
(representing a $5.6 million elimination of the fair value
adjustment to the brokered CDs less a $2.4 million adjustment to
record the unamortized CD broker placement fees).  The cumulative
after-tax impact was a $2.0 million reduction to retained
earnings.  Although these CD swaps do not retrospectively qualify
for hedge accounting under SFAS 133, there is no effect on cash
flows for these changes and the effectiveness of the CD swaps as
hedge transactions has not been affected by these changes in
accounting treatment.

"It is important to understand that this issue relates to matters
of documentation and a technical interpretation of complex
accounting standards, rather than how these hedges were created or
managed," said Dan Stevens, Chief Financial Officer of the
Company.  "The CD swap transactions did, in fact, create effective
economic hedges, and our financial condition and results of
operations have not been affected in any meaningful way by our
change in accounting treatment for these transactions.  We plan to
continue to use CD swaps to manage interest rate risk inherent in
our brokered CDs.  We intend to re-designate our CD swaps as fair
value hedges using the 'long-haul' method of effectiveness testing
under SFAS 133, in an effort to qualify for hedge accounting for
these swaps in future periods."

In connection with the determination of the appropriate
amortization period for the brokered CD placement fees, the
Company, in consultation with its independent auditors, also
determined that the issuance costs relating to its junior
subordinated debentures should have been amortized through the
maturity date of the debentures, rather than their earlier call
dates.  The cumulative effect through Sept. 30, 2005 of
amortization through maturity is an increase in retained earnings
of $1.0 million ($1.6 million pre-tax).  The Company's net
unamortized debt issuance cost at September 30, 2005 is $3.3
million.

"While it remains management's plan to call the 9.75% fixed-rate
junior subordinated debentures in 2007, generally accepted
accounting principles do not allow us to amortize the related
issuance costs over the period to the call date," said Dan
Stevens, Chief Financial Officer of the Company.  "As a result,
the unamortized issuance costs, which will approximate $2.6
million at the first available call date in October 2007, would be
expensed in the quarter the debentures are called."

                Restatement of Financial Results

The Company will restate its financial statements for all of the
quarters in 2004 and 2005, and the year ended Dec. 31, 2004, to
reflect the elimination of fair value hedge accounting for the CD
swap transactions and the amortization of debt issuance costs
through maturity.  Although not material to its previously
reported annual financial statements for the year ended Dec. 31,
2004, the Company decided to restate its prior period financial
information primarily due to the impact of the adjustments to the
individual quarters.  The Company's management and Audit Committee
consulted with KPMG LLP, who has served as the Company's
independent auditors since the inception of the brokered CD
program and the issuance of the junior subordinated debentures, in
reaching the conclusion to restate its financial statements.

                       Material Weakness

The Company also intends to file an amended Annual Report on Form
10-K/A for the year ended Dec. 31, 2004, and amended Quarterly
Reports on Form 10-Q/A for the three months ended Mar. 31, 2005
and June 30, 2005, to reflect the accounting adjustments discussed
herein.  In connection with management's review of these
adjustments and the financial results for the third quarter of
2005, management evaluated their prior conclusions regarding the
effectiveness of the Company's disclosure controls and procedures
and internal control over financial reporting.  Based upon that
evaluation, management concluded that a material weakness existed
in internal controls over financial reporting, and the Company's
disclosure controls and procedures were not effective as of each
period affected by this restatement.  The Company will revise its
assessment of such controls in its amended filing for each
applicable period.

Taylor Capital Group, Inc. is a $3.1 billion bank holding company
whose wholly owned subsidiary, Cole Taylor Bank, is Chicago's
leading commercial bank specializing in serving the business
banking, real estate lending and wealth management requirements of
closely held and family-owned small- and mid-sized businesses.

The bank operates 11 business banking centers throughout the
Chicago metropolitan area.  Cole Taylor Bank is a member of the
FDIC and an Equal Housing Lender.


TEAM FINANCE: Moody's Rates $265 Million Sr. Sub. Notes at (P)Caa1
------------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to the proposed
credit facilities and a (P)Caa1 rating to the proposed
subordinated notes of Team Finance LLC (an intermediate holding
company) offered in conjunction with the leveraged buyout of Team
Health, Inc. (the operating company).  Moody's also assigned a
corporate family rating of (P)B2 to Team Finance and a speculative
grade liquidity rating of SGL-2.  The outlook for the ratings is
stable.

The existing ratings of Team Health have been affirmed and will be
withdrawn at the close of the proposed transaction.  These rating
actions follow the announcement that Team Health will be acquired
by The Blackstone Group in a transaction valued at approximately
$1.0 billion.  Blackstone and management are investing
approximately $363 million of equity in the transaction.

The ratings reflect the considerable increase in financial
leverage resulting from the transaction, supported by negative
tangible book equity.  The ratings also consider the slower
revenue growth at Team Health in recent years resulting from the
loss of revenue from the change in contracting for the military
staffing business offset by growth in its other staffing
businesses.  Additionally, the ratings consider the dependence on
the company's ability to recruit new physicians to drive revenue
and volume growth.  Moody's is also concerned with the lack of
tangible book equity but is comforted somewhat by the implied
market value of equity based on comparable transactions.

The ratings also reflect:

   * Team Health's leading market position in physician staffing
     and administrative services to emergency departments and
     military treatment facilities;

   * favorable history of contract retention and growth;

   * significant industry barriers to entry including physician
     relationships; and

   * experienced billing and collection methods.

Additionally, results of operations indicate that the loss of
revenue from the change in contracting for the company's military
staffing business has not negatively affected the company's
ability to generate cash flow or repay debt.

The stable outlook reflects the company's successful transition to
the new government contracting model with limited deterioration of
its operating results.  Revenue from the military staffing
business is expected to grow modestly from the present levels.
Moody's also expects the company to experience continued growth of
its core emergency department staffing business.  Revenue growth
in these areas and limited capital expenditure requirements should
allow the company to repay debt with free cash flow.

Moody's assigned a speculative grade liquidity rating of SGL-2 to
Team Finance reflecting our expectation that the company will have
good liquidity over the next twelve months.  Moody's expects the
company to be able to fund all working capital and capital
expenditure needs, which have historically approximated less than
1% of revenue, for the next twelve months out of operating cash
flow.  Moody's does not expect the company to draw significantly
on its new $125 million revolver over the same period.

Additionally, covenant levels on the new credit facility are not
expected to limit the company's access to the available revolver.
The SGL rating also reflects the fact that substantially all
tangible and intangible assets of the borrower and guarantors will
be encumbered under the terms of the proposed agreement.

Upward pressure on the ratings would result if the post-LBO
company can service the increased debt burden and continue its
current polity of debt reduction.  For example, if adjusted cash
flow from operations to adjusted debt and adjusted free cash flow
to adjusted debt are expected to be sustainable above 10% and 7%,
respectively, Moody's will consider upgrading the outlook or
ratings.

However, if the company chooses to make a meaningful acquisition
in the near term, prior to a significant amount of debt repayment,
downward pressure on the rating could occur.  Other factors that
could constrain the rating include an increase in the level of
uncollectible accounts, which is inherently high due to the nature
of the company's business model, and exposure to medical
malpractice claims in excess of amounts reserved.

Moody's notes that Team Health began to self insure its medical
malpractice costs beginning in March 2003.  The company records
patient liability accrued expenses to its income statement based
on assumptions by management reflecting:

   * the frequency and severity of claims,
   * claims management processes, and
   * actual outcomes of litigation.

If these estimates understate actual claims experience, cash flow
could be negatively impacted.  Team Health has benefited from the
non-cash accruals for professional liability reserves during the
start-up period of the self-insurance program.  Cash flows will be
affected in future periods, however, as claims are paid.

Pro forma for the transaction, Moody's expects cash flow coverage
of debt for the year ending December 31, 2005 to be moderate for
the B2 rating category.  Adjusted cash flow from operations to
adjusted debt and adjusted free cash flow to adjusted debt are
expected to be approximately 6% and 5%, respectively.  Leverage,
defined as lease adjusted debt to adjusted EBITDA, is expected to
be high at approximately 6.1 times.

The credit facilities are notched at the level of the corporate
family rating due to their significance to overall debt
capitalization.  The senior subordinated notes are notched two
levels below the corporate family rating due to their:

   * unsecured nature,
   * contractual subordination, and
   * limited collateral coverage.

The borrower is Team Finance LLC, an intermediate holding company.
Health Finance Corporation, a shell corporation and subsidiary of
Team Finance, will be co-issuer.  The credit facilities will be
guaranteed by Team Health, Inc., the operating company, and its
subsidiaries.  Security for the credit facilities will consist of
100% of the capital stock of the borrower's subsidiaries and 65%
of foreign direct and indirect subsidiaries as well as
substantially all tangible and intangible assets of the borrower
and each guarantor.

These summarizes Moody's rating actions.

Provisional ratings assigned -- Team Finance LLC

   * $125 million senior secured revolving credit facility
     due 2011, rated (P)B2

   * $375 million senior secured term loan B due 2012, rated (P)B2

   * $265 million senior subordinated notes due 2013,
     rated (P)Caa1

   * Corporate family rating, (P)B2

   * Speculative grade liquidity rating, SGL-2

Ratings affirmed -- Team Health, Inc. (to be withdrawn at the
close of the transaction):

   * Senior secured revolving credit facility, B1
   * Senior secured term loan, B1
   * Senior subordinated notes due 2012, B3
   * Corporate family rating, B1

Team Health, Inc., based in Knoxville, Tennessee, is affiliated
with over 5,000 healthcare professionals who provide:

   * emergency medicine,
   * radiology,
   * anesthesia,
   * urgent care, and
   * pediatric staffing and management services to over:

     -- 490 civilian and military hospitals,
     -- surgical centers, and
     -- clinics in 44 states.

For the twelve months ended September 30, 2005, Team Health
recognized net revenues after provision for doubtful accounts of
approximately $1 billion.


TECHNEGLAS INC: Wants to Assume 34 Contracts & Leases
-----------------------------------------------------
Techneglas, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Ohio, Eastern Division, for permission to assume 34
executory contracts and unexpired leases.

A list of the assumed agreements is available at no charge at:

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

The Debtors believe that the agreements are necessary for it to
operate successfully upon emergence from bankruptcy.  If it were
unable to assume the agreements, the Debtors tell the Court that
it may likely be forced to renegotiate with many of the
counterparties to the agreements to obtain the applicable goods
and services.  If this happens, the Debtors may lose the favorable
terms of the agreements.

The Debtors assure the Court that it will pay the cure amounts on
account of each of the agreements following Court approval.  Upon
payment of the cure amounts, the Debtors submit that it will have
fully cured all defaults arising under the agreements and be in
full compliance with Section 365 of the Bankruptcy Code.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT   
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.  The Court confirmed the Debtor's
First Amended Joint Plan of Reorganization on Oct. 7, 2005.  


TECHNEGLAS INC: Court Okays Stipulation With Ohio Air Products
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved Techneglas, Inc.'s Stipulation Agreement with Ohio Air
Products and Chemicals, Inc., pursuant to Section 363(b) of the
Bankruptcy Code and Bankruptcy Rule 9019(a).

On Nov. 3, 1992, Techneglas, Inc., entered into an oxygen supply
agreement with Air Products, pursuant to which Air Products
fabricated, installed, and operated an oxygen and nitrogen
generating facility at the Debtor's Columbus, Ohio, site and
supplied the Debtor's requirements for oxygen and nitrogen for the
Debtor's Columbus, Ohio site from that facility.

On Jan. 4, 2005, Air Products filed a proof of claim with the
Court, designated as Claim No. 933, alleging that the Debtor owes:

  a) $8,743,247.40 for damages on account of the Debtor's
     rejection of the Air Products Contract; and

  b) $56,145 on account of goods and services provided by Air
     Products to the Debtor.

The Debtors informed Air Products that it disagreed with the
amounts asserted in Air Products' Claim, and that the Debtors
believe that Air Products miscalculated the amounts in the
asserted damage claim.  

After arm's-length negotiations, the parties reached a Stipulation
Agreement resolving the claim dispute.

Under the Stipulation, the Air Products Claim will be reduced and
allowed as a pre-petition general unsecured claim for $4,593,000
in full and complete settlement and satisfaction of any and all
claims that Air Products may have against the Debtor.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT    
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TECHNEGLAS INC: Court Approves Stipulation with BOC Gases
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio put
its stamp of approval on a Stipulation Agreement between
Techneglas, Inc., and BOC Gases, a division of The BOC Group,
Inc., pursuant to Section 363(b) of the Bankruptcy Code and
Bankruptcy Rule 9019(a).

On Sept. 1, 1995, the Debtors entered into an on-site product
supply agreement with BOC Gases, pursuant to which BOC
constructed, installed, and operated a facility to generate
gaseous oxygen and carbon dioxide for the Debtor at its
Pittston, Pennsylvania, plant.

On Jan. 11, 2005, BOC Gases filed Claim No. 2801 -- the BOC
Rejection Damage Claim -- for amounts allegedly due incident to
the Debtor's rejection of the BOC Contract.  

The BOC Rejection Damage Claim alleges that the Debtors owe:

  a) $8,343,233.20 on account of lost profits over the term of
     the BOC Contract; and

  b) $350,000 on account of damages incurred by BOC to
     disassemble, remove, and relocate certain equipment located
     at the Debtor's Pittston plant and $4,800 on account of
     costs to be incurred by BOC in storing such equipment.

On the same day, BOC Gases filed Claim No. 2814 -- the BOC
Goods and Services Claim -- for $258,315.09 allegedly owed by the
Debtors on account of goods and services provided by BOC to the
Debtor.

On May 13, 2005, the Debtors filed an objection to the BOC
Rejection Damage Claim, alleging that BOC calculated the lost
profits component of its claim, failed to discount the value of
the BOC Rejection Damage Claim and miscalculated the asserted
damage claim.

After arm's-length negotiations, the Debtors and BOC entered into
a Stipulation agreement, which provides that:

  a) the BOC Rejection Damage Claim will be reduced and allowed
     as a pre-petition general unsecured claim for $5,330,209.48;
     and

  b) the BOC Goods and Services Claim will be reduced and allowed
     as a pre-petition general unsecured claim for $174,580.49.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT    
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TERREMARK WORLDWIDE: Earns $2.7MM of Net Income in 2nd Quarter
--------------------------------------------------------------
Terremark Worldwide, Inc. (AMEX:TWW) reported its results for the
quarter ended Sept. 30, 2005.

For the three months ended Sept. 30, 2005, the Company reported
net income of $2,666,152 compared to a net income of $2,814,137
for the three months ended Sept. 30, 2004.

Total revenues for the quarter ended September 30, 2005 were $14.0
million, representing an increase of 31% over the previous
quarter.  The increase reflects the positive impact of our
bookings over the past two quarters and the inclusion of managed
services revenue from our Dedigate acquisition.  The percentage of
data center revenue derived from Federal government customers
during the quarter ended September 30, 2005 was 23%.

Data center expenses were $8.7 million for the quarter ended
September 30, 2005, representing an increase of $1.7 million over
the previous quarter.  Gross profit margins, excluding
depreciation and amortization, improved to 38% during the
September 30, 2005 quarter compared to 34% during the prior
quarter.

EBITDA loss, as adjusted, for the quarter ended September 30, 2005
was $280,000, a significant improvement over an EBITDA loss of
$2.3 million the previous quarter.  EBITDA, as adjusted, is
defined as loss from operations less depreciation, amortization
and stock based compensation.

As of September 30, 2005, Terremark's cash and cash equivalents
were $29.2 million, a decrease of only $2.8 million compared to
the previous quarter.

Total colocation space utilization increased to 10.1% as of
September 30, 2005 from 9.1% as of June 30, 2005.  Utilization of
built-out colocation space increased to 42.7% as of September 30,
2005 from 39.2% as of June 30, 2005.  This utilization rate puts
Terremark near its EBITDA break-even point.  Cross connects billed
to customers increased to 3,182 as of September 30, 2005 from
2,836 the previous quarter and 2,039 a year earlier, representing
an increase of 12% and 56%, respectively.

During the quarter ended September 30, 2005, Terremark added 49
new customers, for a total of 396 customers at the end of the
period.  Terremark booked $12.8 million of new annual contract
value during the quarter ended September 30, 2005, an increase of
38% over the previous quarter's bookings.  Furthermore, over 74%
of the bookings during the September 2005 quarter were generated
from existing customers.

For the quarter ended September 30, 2005, annualized data center
services revenue per utilized square foot were $1,534, compared to
$1,277 at the end of the previous quarter and $1,280 a year
earlier.  For the quarter ended September 30, 2005, our data
center services revenue churn was less than 1%.  The Company
defines churn as annualized data center services revenue lost as a
percentage of annualized data center services revenue for the most
recent quarter.

"We are pleased with the results of the quarter and the growth in
our customer base, now totaling 396 customers," said Manuel D.
Medina, Chairman and CEO of Terremark Worldwide, Inc.  "We remain
optimistic about the fundamentals of our business model and the
market drivers we are seeing.  With the momentum and visibility in
our current business and our confidence in closing various deals
with the Federal government, we are very excited about the balance
of 2006."

Mr. Medina continued, "While we remain confident in our ability to
close the large Federal deals we are pursuing, the exact timing is
difficult to predict.  Therefore, in providing guidance for the
remainder of the year and next quarter, we have decided to exclude
any financial impact of these large deals that we expect to close
during the remainder of our fiscal year."

The Company has updated its previously issued guidance for the
fiscal year ending March 31, 2006.  The Company expects revenues
to be in the range of $65 million to $75 million, EBITDA to range
from $2 million to $8 million and capital expenditures to range
from $7 million to $8 million for its 2006 fiscal year.  The
Company is also providing guidance for our quarter ending Dec. 31,
2005 and expects quarterly revenue to range from $17 million to
$18 million and EBITDA to range from $0.5 million to $1.25
million.  The change in guidance is primarily due to delays in
closing of certain large contracts in the Company's sales
pipeline.

                       EPS Calculation

The Company filed an 8-K on Nov. 9, 2005, disclosing the
restatement of its diluted earnings per share disclosure for its
fiscal year 2005.  The Company says that this disclosure
modification has no impact on reported revenues, net loss, cash
flows, assets or liabilities.  When the Company previously
calculated its earnings per share it did not eliminate the impact
on net income or net loss of the change in fair value of the
derivative embedded in the Company's 9% senior convertible notes.
The restated diluted earnings per share properly eliminate this
impact from the Company's net income or loss to calculate diluted
earnings per share.  This change to the earnings per share
disclosure was deemed to be material and thus warranted a
restatement of the Company's previously issued financial
statements based on specific accounting literature that provides
guidance on determining materiality.

                       Material Weakness

As a result, the Company also disclosed an additional material
weakness in its internal control over financial reporting,
specifically with regard to the earnings per share calculation.
The Company is evaluating steps to be taken to remediate this
weakness.

Terremark Worldwide, Inc. (AMEX:TWW) -- http://www.terremark.com/
-- is a leading operator of integrated Tier-1 Internet exchanges
and a global provider of managed IT infrastructure solutions for
government and private sectors.  Terremark delivers its portfolio
of services from seven locations in the U.S., Europe and Latin
America and from four service aggregation and distribution
locations, which aggregate network traffic and distribute network-
based services in Europe and Asia to meet specific customer needs.
Terremark's flagship facility, the NAP of the Americas, is the
model for the carrier-neutral Internet exchanges the company has
in Santa Clara, California (NAP of the Americas/West), in Sao
Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de las
Americas - Madrid).  The carrier-neutral NAP of the Americas is a
state-of-the-art facility that provides exchange point, colocation
and managed services.  Terremark is headquartered at 2601 S.
Bayshore Drive, 9th Floor, Miami, Florida USA, 305-856-3200.


TRENWICK AMERICA: Wants to Delay Entry of Final Decree to Mar. 31
-----------------------------------------------------------------
Trenwick America Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to delay the entry of a final decree
closing its chapter 11 case to March 31, 2006, and correspondingly
extend its time to file a final report.

The Reorganized Debtor wants to avoid the premature closure of its
bankruptcy case in order to ensure that creditor recoveries will
be maximized.  The estate's rights and obligations with respect to
various post-confirmation matters remains with the Reorganized
Debtor pursuant to its confirmed plan.

Headquartered in Stamford, Connecticut, Trenwick America
Corporation is a holding company for operating insurance companies
in the United States.  The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, and Benjamin Hoch, Esq., Irena Goldstein, Esq., Carey D.
Schreiber, Esq., at Dewey Ballantine LLP represent the Debtors in
their restructuring efforts.  As of June 30, 2003, the Debtor
listed approximate assets of $400,000,000 and debts of
$293,000,000.  The Court confirmed the Debtor's Second Amended
Plan or Reorganization on Oct. 27, 2004, and the Plan became
effective as of Aug. 15, 2005.

On Aug. 20, 2003, Trenwick Group, Ltd., and LaSalle Re Holdings
Limited also filed insolvency proceedings in the Supreme Court of
Bermuda.  On Aug. 22, 2003, the Bermuda Court granted an order
appointing Michael Morrison and John Wardrop, partners of KPMG in
Bermuda and KPMG LLP in the United Kingdom, respectfully, as Joint
Provisional Liquidators in respect of TGL and LaSalle.

The Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of these companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Bermuda Court


TRUMAN CAPITAL: Fitch Downgrades Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Truman Capital
issues:

   Series 2002-1

     -- Classes A-1 and A-2 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B is downgraded to 'B' from 'BB'.

   Series 2002-2

     -- Classes A-1 and A-2 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B is downgraded to 'BB' from 'BBB'.

The collateral for both series consists of closed-end, fixed-rate
and adjustable-rate mortgage loans, secured by an estate in real
property.  Truman Capital acquired the loans from various
originators, while the servicing of the loans is performed by
Select Portfolio Servicing, rated 'RSS3-' by Fitch.  At
origination, the loans in series 2002-1 had a weighted average
FICO of 536 and a weighted average loan-to-value ratio of 81%.  

Also at the time of origination 19% of the loans were 30-59 days
delinquent, 12% were 60-89 days delinquent and 42% were 90 or more
days delinquent.  The underlying loans of series 2002-2 had a
weighted average FICO of 550 with a weighted average LTV of 80%.  
At issuance 7% of the loans were 30-59 days delinquent, 4% were
60-89 days delinquent and 45% were 90 or more days delinquent.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$70 million in outstanding certificates.  The downgrades of the
subordinate certificates are a result of higher than expected
losses, which have prevented the overcollateralization from
maintaining its target amount.

Cumulative realized losses on series 2002-1 have been
approximately 10% of the original value of the collateral of $139
million.  These losses have left the trust below its specified OC
of $2 million.

Additionally, the combination of the high level of serious
delinquent loans and the cumulative losses have also breached
performance triggers which have the effect of keeping the OC at a
static amount as well as applying payments to the certificates in
a sequential manner.

Series 2002-2 has also experienced a relative high amount of
losses.  Cumulative losses are around 6% of the original value of
the collateral of $140 million.  The OC amount is below its
specified target of $3 million.  Although the cumulative loss
trigger is not applied given the current seasoning of the pool,
the amount of serious delinquent loans has caused the trust to
fail the performance trigger and has the effect of a static OC
amount and a sequential pay structure.

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


UCBH Holdings: Completes Remediation of Material Weakness
---------------------------------------------------------
UCBH Holdings, Inc. (Nasdaq:UCBH), the holding company of United
Commercial Bank (UCB(TM)), reported that the material weakness
cited in the Company's 2004 Annual Report on Form 10-K has been
remediated.  In addition, the restructuring and reorganization of
the Company's Finance Department has been completed.

"During the past three quarters, we have devoted substantial
resources and efforts to restructuring our Finance Department,"
said Dennis Wu, Executive Vice President and Chief Financial
Officer of UCBH Holdings, Inc.  "As a result, we are very pleased
to have remediated the material weakness at the end of the third
quarter," concluded Mr. Wu.

The Company had previously concluded that a material weakness in
the Company's internal control over financial reporting existed as
of Dec. 31, 2004, as reported in the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2004.  This material
weakness related to a shortage of qualified financial reporting
personnel with sufficient depth, skills, and experience to apply
accounting principles generally accepted in the United States of
America to the Company's transactions and to prepare financial
statements that comply with GAAP.

Throughout the nine months ended Sept. 30, 2005, the Company added
qualified and experienced financial reporting staff in the Finance
Department to ensure that it has sufficient depth, skills, and
experience within the department to prepare its financial
statements and disclosures in accordance with GAAP.  The Company
has also enhanced and strengthened its written accounting and
reporting policies and has trained employees with respect to the
new policies.  With the Company's strengthening of the Finance
Department, the Chief Executive Officer and the Chief Financial
Officer have concluded that the material weakness no longer
existed as of Sept. 30, 2005.

UCBH Holdings, Inc. -- http://www.ucbh.com/-- is the holding  
company for United Commercial Bank, a state-chartered commercial
bank, which is the leading California bank serving the ethnic
Chinese community.  The Bank has 46 California branches/offices
located in the San Francisco Bay Area, Sacramento, Stockton and
Greater Los Angeles, four branches in Greater New York, two
branches in Greater Seattle, a branch in Hong Kong, and
representative offices in Shenzhen, China and Taipei, Taiwan.  
UCB, headquartered in San Francisco, provides commercial banking
services to small- and medium-sized businesses and professionals
in a variety of industries as well as consumer banking services to
individuals.  The Bank offers a full range of lending activities,
including commercial real estate and construction loans,
commercial credit facilities, international trade finance
services, loans guaranteed by the U.S. Small Business
Administration, residential mortgages, home equity lines of
credit, and online banking services for businesses and consumers.


UNISYS CORP: Sept. 30 Balance Sheet Upside-Down by $141 Million
---------------------------------------------------------------
Unisys Corporation (NYSE:UIS) reported its final third quarter
2005 financial results.  The company's preliminary results, issued
on Oct. 18, 2005, were updated to reflect the results of the
completed review of its net deferred tax assets.  This review
resulted in the company recording an additional valuation
allowance of $1.57 billion.  This non-cash charge does not affect
the company's compliance with the financial covenants under its
credit agreements.

"We conducted the review of our deferred tax assets and, given our
recent operating losses, have reserved against all of our deferred
tax assets in the U.S. and certain international subsidiaries,"
Unisys President and CEO Joseph W. McGrath, said.  "As we
announced on October 18, Unisys is pursuing an aggressive series
of actions to restructure its business model, focus on high-growth
markets, and reduce its cost structure.  I believe the plan we
have put in place will enable us to significantly enhance our
profitability over the coming years.  As we generate taxable
income in the future, these deferred tax assets could be realized
over time."

Including the $1.57 billion non-cash charge, as well as the    
pre-tax charge of $10.7 million related to the company's cash
tender for its 8 1/8% notes due 2006, the company reported a
third-quarter 2005 net loss of $1.63 billion.  This compared with
third-quarter 2004 net income of $25.2 million.  The year-ago
results included a net benefit of $8.2 million from a tax benefit
net of a charge for cost reduction actions.

                      Restructuring Plans

The company's plan to restructure its business model reported last
month involves taking actions in these areas:

     -- Focused investments.  The company will focus its resources
        on high-growth market areas - outsourcing, open
        source/Linux, Microsoft solutions, and                  
        security - delivered through a vertical industry focus.         
        Within its technology business, the company remains
        strongly committed to its ClearPath and ES7000 systems and
        will continue to invest in operating systems and software
        to drive continuous improvements in new features and
        capabilities.

     -- Divestitures.  As it concentrates its resources on the
        areas discussed above, the company plans to divest     
        non-strategic areas of the business and use the proceeds
        from such asset sales or divestitures to implement cost
        reduction actions, fund its core growth businesses, and
        pursue complementary tuck-in acquisitions.

     -- Cost reduction.  The company plans to rightsize its cost
        structure to support its more focused business model and
        to improve margins.  As a result of a series of actions in
        services delivery, research and development, and selling,
        general, and administrative areas, the company plans to
        reduce its headcount by 10% of its current workforce over
        the next year.  Unisys expects to take cost restructuring
        charges of approximately $250 - $300 million through 2006
        for these actions.  These actions are expected to yield
        approximately $250 million of annualized cost savings on a
        run-rate basis by the end of 2007.

     -- Sales and marketing.  The company continues to make
        significant changes to its sales and marketing programs to
        support its more focused model and drive profitable order
        and revenue growth. In the sales area, Unisys has recently
        significantly strengthened its business development skills
        by recruiting first-class sales management and personnel
        and by implementing high-impact training to more
        effectively manage relationships with large accounts and
        drive new business.

     -- Focused Alliances.  The company is focused on driving
        profitable growth by expanding its activities with a
        select group of world-class information technology firms.  
        Unisys recently signed a memorandum of understanding with
        NEC Corporation to negotiate a partnership to collaborate
        in technology research and development, manufacturing, and
        solutions delivery.  The alliance would cover a number of
        areas of joint development and solutions delivery
        activities focusing on server technology, software,
        integrated solutions, and support services.  Other focused
        alliance partners include Microsoft, Oracle, IBM, EMC,
        Intel, Dell, Cisco, and SAP.

Based in Blue Bell, Pennsylvania, Unisys Corporation --
http://www.unisys.com/-- is a worldwide provider of IT services  
and technology hardware.  The company generated $5.8 billion of
revenue in 2004.

At Sept. 30, 2005, Unisys' balance sheet showed a $141 million
stockholders' deficit compared to a $1.5 billion of positive
equity at Dec. 31, 2004.


US AIRWAYS: Posts $87 Million Net Loss in Third Quarter 2005
------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported a third quarter 2005
net loss of $87 million.  This compares to a net loss of $29
million for the same period last year.  The Company's third
quarter 2005 results include a number of special charges primarily
due to merger-related aircraft transactions.  Excluding special
items, the Company reported third quarter 2005 consolidated net
loss of $23 million versus a net loss excluding special items of
$46 million in the third quarter of 2004.

US Airways Group Chairman, CEO and President Doug Parker stated,
"The biggest news from our third quarter 2005 was the completion
of the US Airways/America West merger, and obviously our third
quarter results do not yet include any of the expected positive
effects from that merger.  Like all airlines, we continue to face
record high fuel prices but we were very pleased with our unit
revenue performance in the quarter.  Looking forward, we are
encouraged by the planned reductions in capacity announced by a
number of our competitors."

"While it is still very early, we are extremely pleased with the
progress made on integration thus far.  Our employees are doing an
excellent job of taking care of our customers, much work has
already been done on the operational integration and we are
tracking well against our synergy, or profit improvement,
objectives.  Consistent with the financial projections we
disclosed during the merger process, we continue to believe that
the new US Airways will be profitable in 2006, excluding one-time
merger-related transition costs."

      US Airways Inc. & America West Airlines Inc. Results

Though not included in the Company's consolidated results, except
for four days after the merger closed (Sept. 27-30), US Airways,
Inc. reported net income of $584 million for its third quarter
2005, which included a non-cash gain of $664 million related to
the Company's recent reorganization.  Excluding the reorganization
gain, US Airways, Inc. reported a net loss of $80 million for the
third quarter 2005.

America West Airlines, Inc. reported a net loss of $71 million for
the third quarter 2005.  Excluding special items, America West's
net loss for the third quarter was $7 million.

                 Revenue and Cost Performance

Revenue for the new US Airways Group increased 36.4% during third
quarter 2005 compared to the same period last year largely due to
the merger and improving unit revenues.  On a standalone basis,
mainline passenger revenue per available seat mile for America
West Airlines increased 16.9% during the third quarter 2005
compared to the same period last year, and 5.5% for US Airways,
Inc. for the same period.

US Airways Group's operating expenses during its third quarter
2005 increased 44.7% compared to the prior year, driven by the
merger and a 45.5% increase in average fuel price.  On a
standalone basis, mainline unit costs excluding special items,
fuel and gains realized on fuel hedging increased 5.0% at America
West Airlines and declined 17.5% at US Airways, Inc.

                          Liquidity

As of Sept. 30, 2005, the Company had $2.2 billion in total cash
and investments, of which $1.4 billion was unrestricted.  Since
the quarter ended, the Company's cash position has increased as a
number of merger-related transactions closed after September 30.
As of Oct. 31, 2005, the Company's total cash and investments was
$2.6 billion, of which $1.7 billion was unrestricted.

                     Integration Update

As recently communicated in the Company's Oct. 2005 traffic
results, the Company has achieved several integration milestones,
including:

    * Successfully integrated America West and US Airways on day
      one without any significant issues.

    * Combined 16 of the new airline's 38 common-use airports; all
      but seven airport operations will be combined by end of
      year.

    * Completed the first phase of the new airline's code-share,
      resulting in 215 city pairs now available for purchase.

    * Combined frequent flyer programs allowing customers to "earn
      and burn" miles on both airlines.

    * Offered elite members in either program unlimited
      complimentary upgrades to First Class, when available, on
      both airlines.

    * Combined airline club programs allowing fully reciprocal
      club access on both airlines.

    * Synchronized customer related policies including the
      elimination of Saturday night stays, and simplified the
      operation by eliminating the transport of hazardous
      materials and animals in cargo.

    * Began work to transition to one single reservation system
      for the combined airline, which will be the EDS reservation
      system currently used by the former America West.

    * Reduced director and above management headcount by 31%.

    * Signed a lease for an additional 148,000 square feet
      building in Tempe to house a variety of functions for the
      combined airline starting in April 2006.

    * Began to work with the Federal Aviation Administration to
      move both airlines to one operating certificate over the
      course of 24 months.

US Airways -- http://www.usairways.com/-- and America West's --  
http://americawest.com/-- recent merger creates the fifth largest  
domestic airline employing nearly 35,000 aviation professionals.  
US Airways, US Airways Shuttle and US Airways Express operate
approximately 4,000 flights per day and serve more than 225
communities in the U.S., Canada, Europe, the Caribbean and Latin
America.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., with an IDR of 'CCC' and a senior
unsecured rating of 'CC'.  The recovery ratings for the senior
unsecured obligations of both US Airways Group and AWA are 'R6',
indicating an expected recovery of less than 10% in a default
scenario.


US WIRELESS: Plan Agent Wants Until March 11 to Object to Claims
----------------------------------------------------------------
Executive Sounding Board Associates, Inc., the Liquidating Agent
appointed under the confirmed Second Amended Liquidating Plan of
Reorganization of U.S. Wireless Corporation and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware to further extend the deadline within which it can file
objections to all claims.  

Executive Sounding wants until March 11, 2006, to object to all
proofs of claim filed against the Debtors' estates.  The
Bankruptcy Court had previously granted four extensions to the
Liquidating Agent's deadline to object to claims.

The Liquidating Agent has pursued extensive litigation on behalf
of the estate following confirmation of the Debtors' Plan.  The
requested extension will allow Executive Sounding to complete
current negotiations and collect settlement funds.

To date, Executive Sounding has reached settlements with David
Klarman, the former General Counsel for U.S. Wireless Corporation,
and Haskell & White, one of the Debtors' accounting professionals.  
Once the settlements funds are received, the Liquidating Trust can
determine the ultimate resources available for distribution to
creditors.

Headquartered in San Ramon, California, U.S. Wireless Corporation
is involved in research and development of wireless location
technologies, designs and implements wireless location networks
using proprietary "location pattern matching" technology.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Aug. 29, 2001 (Bankr. Del. Case No. 01-10262).  David M.
Fournier, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $17,688,708 in assets and
$22,239,832 in liabilities.  The Court confirmed the Debtors'
Amended Plan on June 10, 2003, and the Plan took effect on
June 25, 2003.


VESTA INSURANCE: Receives Non-Compliance Notice from NYSE
---------------------------------------------------------
Vesta Insurance Group, Inc. (NYSE: VTA) received notification from
the New York Stock Exchange that it is not in compliance with the
NYSE's continued listing standards.  The Company is considered
"below criteria" by the NYSE because its total market
capitalization was less than $75 million over a consecutive 30
trading-day period and its last reported shareholders' equity was
less than $75 million.  In addition, Vesta is considered a "late
filer" because it has yet to file with the Securities and Exchange
Commission its:

    * Dec. 31, 2004 Form 10-K;
    * Sept. 30, 2004 Form 10-Q;
    * Mar. 31, 2005 Form 10-Q; and
    * June 30, 2005 Form 10-Q.

The NYSE indicated in its notice to Vesta that it would like to
review with the Company its anticipated timeline of when it
expects to become current with its SEC reporting prior to making a
determination as to whether to offer Vesta the opportunity to
present a business plan that demonstrates compliance within 18
months of receipt of this notice.  Accordingly, Vesta intends to
review with the NYSE its anticipated timeline of becoming current
in its SEC reporting.  If the NYSE offers the plan process, the
Company intends to present a plan to the NYSE within 45 days of
receipt of notification, demonstrating how it intends to comply
with the continued listing standards within 18 months.  The NYSE
may take up to 45 days to review and evaluate the plan after it is
submitted.  If the plan is accepted, the Company will be subject
to quarterly monitoring for compliance by the NYSE.  If the NYSE
does not accept the plan, or if the Company is unable to achieve
compliance with the NYSE's continued listing criteria through its
implementation of the plan, it will be subject to NYSE trading
suspension and delisting, at which time the Company would intend
to apply to have its shares listed on another stock exchange or
quotation system.

Furthermore, the NYSE has also informed the Company that the
aforementioned filing timeline and any continued delay in
completing outstanding or future periodic SEC filings will
continue to be considered as an integral part of its evaluation
process.

Headquartered in Birmingham, Alabama, Vesta Insurance Group, is a
holding company for a group of insurance companies that primarily
offer property insurance in targeted states.

                        *      *      *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Moody's Investors Service lowered the rating of Vesta Insurance
Group's senior debt to B3 from B2, following continued delays in
the filing of the company's GAAP financial statements and
unfavorable developments regarding the status of ongoing internal
accounting control assessments.  Moody's confirmed the rating of
the trust preferred securities of Vesta Capital Trust I at Caa2.
The outlook for the ratings is negative.

Moody's said that the rating downgrade reflects:

   * the company's uncertain future business prospects;

   * its substantial exposure to catastrophes; and

   * its strained financial flexibility in terms of both weak cash
     flows and high financial leverage.


WATTSHEALTH FOUNDATION: Has Until Nov. 30 to File Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended, through and including Nov. 30, 2005, the time within
which WATTSHealth Foundation, Inc., has the exclusive right to
file a chapter 11 plan.  The Debtor also retains the exclusive
right to solicit acceptances of that plan through Jan. 31, 2006.

The Debtor said that the extension will give it more time to
assess its operations and alternatives before it is in a position
to structure its reorganization platform.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WORLDCOM INC: Wants Court to Expunge Beepwear's $1,013,000 Claim
----------------------------------------------------------------
Mark A. Shaiken, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, contends that Beepwear Paging Products still has
not explained its position with respect to the plain language of
the Settlement Agreement, including, but not limited to the
language:

   (a) releasing SkyTel Corporation and Beepwear from obligations
       under the Joint Marketing Agreement; and

   (b) superseding all prior agreements between the Parties,
       including the JMA.

Beepwear argued that the Settlement Agreement contains
"boilerplate language" that should not be given effect because
that language will somehow nullify well-established principles of
accord and satisfaction.

Mr. Shaiken argues that the so-called "well established
principles" are always subject to the written agreement of the
parties.  The parties can agree to a novation and a substitute
contract.

Beepwear seems to suggest that "boilerplate" refers to terms it
deems to be unimportant and not integral to a contract.  Whether
characterized as "boilerplate" or something else, all of the words
of the Settlement Agreement were agreed to, and the language
regarding release and superseding is as much a part of the
Settlement Agreement as any other term in the agreement, Mr.
Shaiken maintains.

"Beepwear's argument that the Settlement Agreement contains
boilerplate language is without substance, and is a transparent
attempt to skirt the language of the Settlement Agreement," Mr.
Shaiken emphasizes.  "That language show unequivocally that the
Settlement Agreement is a substitute contract making the principle
of accord and satisfaction inapplicable."

Mr. Shaiken reiterates that SkyTel has shown the parties' clear
and unequivocal intent to substitute the JMA with the Settlement
Agreement, through the unambiguous, plain language of the
Settlement Agreement.  The law could not be any clearer that in
similar circumstances, the Settlement Agreement is deemed a
substitute contract.

Because Beepwear did not elect to seek damages against SkyTel for
breach of the Settlement Agreement, it seems to argue that it is
permitted to pursue remedies against SkyTel for breach of the
JMA.  "This argument is legally and factually deficient," Mr.
Shaiken insists.

Upon a novation and substitute contract, election of damages
between two possible contracts is not available because the first
contract ceases to be operative in any manner and for any purpose.  
"When the Settlement Agreement was executed, and
Beepwear released SkyTel, Beepwear agreed to damages in the event
of a breach only under the Settlement Agreement," Mr. Shaiken
explains.

Accordingly, the Reorganized Debtors ask the Court to expunge
Claim No. 10345, which seeks rejection damages based on the JMA.

                            *    *    *

As previously reported in the Troubled Company Reporter on
September 1, 2005, Debtor SkyTel Corporation and Beepwear Paging
Products, LLC, entered into a Joint Marketing Agreement effective
as of Dec. 2, 1997, to jointly market and promote SkyTel's one-way
wireless messaging services to end users of pager watches
developed and distributed by Beepwear.  The parties amended the
JMA in 1999 and 2000.

Thereafter, the parties disputed over their obligations under the
Amended JMA.  To settle their dispute, the parties entered into a
Settlement Agreement, Release and Covenant Not To Sue, on
December 20, 2001.

WorldCom, Inc. and its debtor-affiliates subsequently rejected the
JMA and the Settlement Agreement pursuant to Section 365 of the
Bankruptcy Code.

Beepwear filed two claims against the Debtors:

   (a) Claim No. 10345 for $4,825,658, based on alleged damages
       under the JMA; and

   (b) Claim No. 10335 for $1,013,000, based on alleged damages
       under the Settlement Agreement.

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


* BOOK REVIEW: THE ITT WARS: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:     Rand Araskog
Publisher:  Beard Books
Paperback:  236 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122387/internetbankrupt

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a
$25 billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest
products.  ITT owned Sheraton Hotels, Caesars Gaming, one half of
Madison Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous
two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth.  Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's sales
had grown from $930 million in 1961 to $8 billion in 1970 and $22
billion in 1979.  It had made more than 250 acquisitions and had
2,000 working units.  (It once acquired some 20 companies in one
month.)

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned.  Next came
a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention.  
ITT's poor handling of several antitrust cases was also making
headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1077, and Araskog, head
of ITT's Aerospace, Electronics, Components, and Energy Group,
with more than $1 billion in sales, won the CEO prize a year
later.

Araskog inherited a debt-ridden corporation.  He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz.  This book is the insider's
story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s.  Araskog knew everyone.  His writing reflects his
direct, passionate, and focused management style.  He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and
love for his company and colleagues.  In the book's closing
sentences, Araskog says, "We fought when the odds are against us.
We won, and ITT remains one of the most exciting companies of the
twentieth century, we hope to keep the wagon train moving into the
twenty-first century and not have to think about making a circle
again.  Once is enough."

Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next.  In 1994, he orchestrated the breakup of ITT
into five publicly traded companies.  Wagon circling began again
in early 1997 when Hilton Hotels made a hostile takeover offer to
ITT Corporation.  Araskog eventually settled for a second-best
victory, negotiating a friendly merger with the Starwood
Corporation, in which ITT shareholders became majority owners of
Starwood and Westin Hotels, with the management of Starwood
assuming management of the merged entity.

Today, Mr. Araskog heads his own investment company in Palm Beach,
Florida.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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